Exhibit 10.6 to Soy Energy, LLC Form 10-Q for quarterly period ended January 31, 2009



Confidential Treatment
Requested. Confidential portions of this document have been redacted and have
been separately filed with the Commission.





	
 


	
Exhibit 10.6


	
 


	



	
 


	
STANDARD
 FORM OF


	
DESIGN-BUILD
 AGREEMENT


	
AND GENERAL CONDITIONS


	
BETWEEN
 OWNER


	
AND CONTRACTOR


	
 


	
(Where the Basis of
 Compensation is the Cost of the Work with a Fee, with a Guaranteed 

 Maximum Price Option)


	
 


	






AGREEMENT made this 20th day of June in
the year of Two Thousand and Seven BETWEEN SOY
ENERGY LLC, the Owner, and THE KEN
BRATNEY COMPANY at 3400 109th Street, Des Moines, IA 50322, the
Contractor. For services in connection with the following described Project:
(Include complete project and scope)


The Owner and the Contractor agree as set forth below:


	
 

	
 


	
Guaranteed
 Max Price 

 Revised 06/18/2007

	
Page 1 of 23












INDEX


	
 

	
 

	
 

	
 

	
 

	
 


	
ARTICLE

	
 

	
PAGE


	
 

	
 

	
 

	
 

	
 

	
 


	
1

	
 

	
The Construction Team and Extent of Agreement

	
 

	
 

	
3


	
2

	
 

	
Contractor’s Responsibilities

	
 

	
 

	
3


	
3

	
 

	
Owner’s Responsibilities

	
 

	
 

	
7


	
4

	
 

	
Subcontracts

	
 

	
 

	
9


	
5

	
 

	
Contract Time Schedule

	
 

	
 

	
9


	
6

	
 

	
Guaranteed Maximum Price

	
 

	
 

	
10


	
7

	
 

	
Contractor’s Fee

	
 

	
 

	
10


	
8

	
 

	
Cost of the Project

	
 

	
 

	
11


	
9

	
 

	
Changes in the Project

	
 

	
 

	
13


	
10

	
 

	
Payments to the Contractor

	
 

	
 

	
15


	
11

	
 

	
Insurance, Indemnity and Waiver of Subrogation

	
 

	
 

	
16


	
12

	
 

	
Termination of the Agreement and Owner’s Right to Perform
 Contractor’s Obligations

	
 

	
 

	
19


	
13

	
 

	
Assignment and Governing Law

	
 

	
 

	
20


	
14

	
 

	
Mediation

	
 

	
 

	
22








	
 

	
 


	
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 Max Price 

 Revised 06/18/2007

	
Page 2 of 23












ARTICLE 1


The
Construction Team and Extent of Agreement


THE CONTRACTOR accepts the relationship of
trust and confidence established between him and the Owner by this Agreement.
He agrees to furnish the architectural, engineering and construction services
set forth herein and agrees to furnish efficient business administration and
superintendent, and to use his best efforts to complete the Project in the best
and soundest way and in the most expeditious and economical manner consistent
with the interests of the Owner.


1.1 The Construction Team: The Contractor, the
Owner, the Owner’s Representative who must be approved by Contractor, such
approval not to be unreasonably withheld, and the Architect/Engineer called the
“Construction Team” shall work from the beginning of design through
construction completion. The Ken Bratney Company shall act in the capacity of the
Contractor and the Architect/Engineer, and subsequent references to
Architect/Engineer in the Agreement shall mean the Ken Bratney Company.


1.2 Extent of Agreement: This Agreement
represents the entire agreement between the Owner and the Contractor and
supersedes all prior negotiations, representations or agreements. When the
Drawings and Specifications are complete, they shall be identified by amendment
to this Agreement. This Agreement shall not be superseded by any provisions of
the documents for construction and may be amended only by written instrument
signed by both Owner and Contractor.


1.3 Definitions: The Project is the total
construction to be designed and constructed of which the Work is part. The Work
comprises the completed construction required by the Drawings and
Specifications. The term day shall mean calendar day unless otherwise
specifically designated.


1.4 Ownership of Documents: The drawings,
specifications and other documents furnished by the Design/Builder are
instruments of service and shall not become the property of the Owner whether
or not the Project for which they are made is commenced. Drawings,
specifications and other documents furnished by the Design/Builder shall not be
used by the Owner on other projects, for additions to this Project or, unless
the Design/Builder is in default, for completion of this Project by others,
except by written agreement relating to use, liability and compensation.


1.5 Use of Documents: Submission or
distribution of documents to meet official regulatory requirements or for other
purposes in connection with the Project is not to be construed as publication
in derogation of the Design/Builder’s common law copyrights or other reserved
rights. The Owner shall own neither the documents nor the copyrights. 


	
 

	
 


	
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ARTICLE 2


Contractor’s
Responsibilities


2.1 Contractor’s
Services


2.1.1 The Contractor shall be responsible for
furnishing the Design and the Construction of the Project. The Contractor shall
develop a design and construction phase schedule and the Owner shall be
responsible for prompt decisions and approvals so as to maintain the approved
schedule. Any design, engineering, architectural, or other professional service
required to be performed under this Agreement shall be performed by duly
licensed personnel.


2.1.2 The Contractor shall perform design
services in accordance with the following phases:


	
 

	
 


	
 

	
A.          Phase 1 - Schematic Design. In Phase 1, the Contractor and Owner
 shall consult concerning the Owner’s requirements for the Project. Based on
 such requirements, the Contractor shall prepare a schematic design study for
 the Project consisting of: plans, elevations, sections and rendered
 perspectives sufficient to convey the general design of the Project to the
 Owner; outline specifications in sufficient detail to indicate the general
 description of the Project, the type of structure, the kinds and quality of
 materials, mechanical and electrical systems to be installed in the Project;
 and an “Estimated Project Construction Cost - Schematic Design Phase.


	
 

	
 


	
Phase I shall be completed by
 November 10, 2006.


	
 

	
 


	
 

	
B.          Phase II - Design
 Development.
 During this phase, the Contractor shall prepare design development documents
 which includes contract drawings (Revision 0 set) and other documents. The
 design development documents define the Contractor’s scope of work.


	
 

	
 


	
 

	
C.          Phase III - Construction
 Documents.
 Upon the Owner’s approval of the design development documents and
 authorization to proceed, the Contractor shall prepare Construction Documents
 based on the design development documents. The Guaranteed Maximum Price is
 set out in Section 6.1. 





Phase III shall be completed by
December 1, 2007.


2.1.3 Prior to or during Phase 1 of the design
process, the Contractor shall prepare a projected schedule for completion of
all phases of the design process.


2.1.4 Upon completion of each phase of the design
process, the Contractor shall prepare a projected schedule for completion of
all phases of the design process.


2.1.5 All drawings, specifications and other
documents prepared by the Contractor during the design process shall be and
remain the exclusive property of the Contractor and shall not be used by the
Owner for any purpose without the express written permission of the Contractor.
The Contractor claims a copyright in all such drawings, specifications and
documents. Submissions or distribution of such items to meet official
regulatory requirements or for the review of the Owner or for any other purpose
related to the Project is not intended, and shall not be construed, as a waiver of Contractor’s copyright or of any other
of Contractor’s rights in such items.


	
 

	
 


	
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 Max Price 

 Revised 06/18/2007

	
Page 4 of 23












2.1.6 During Phase III of the design process,
the Contractor shall prepare an estimated progress schedule for construction of
the Project. The Contractor shall present the proposed schedule to the Owner at
the completion of Phase III of the design process for review and approval. The
Contractor shall commence construction of the Project upon receipt of written
direction from the Owner. During the construction phase, the Contractor shall
provide the Owner with schedule updates monthly.


2.1.7 After the completion of any Phase as set
forth in Article 2.1.2, if the Project is no longer feasible from the
standpoint of the Owner, the Owner may terminate this Agreement and pay the
Contractor pursuant to Article 12.3.1.


2.1.8 The Contractor will assist the Owner in
securing permits necessary for the construction of the Project. Owner will pay
all cost associated with all permits and governmental fees (including utility
fees) necessary for the construction and occupancy of the Project.


2.2 Responsibilities
With Respect to Construction


2.2.1 The Contractor will provide all
construction supervision, inspection, labor, materials, tools, construction
equipment and subcontracted items for the execution and completion of the
Project. The Owner will, at its discretion, hire an independent inspector to
inspect the work done by the Contractor and its Subcontractors on this project.
The Contractor agrees to cooperate to the fullest extent with the inspector.


2.2.2 The Contractor has included an allowance
for sales and use tax of $1,267,000.00 related to the Work provided by the
Contractor. Any actions implemented by any taxing authority that causes taxes
to increase or decrease after January 1, 2007 that applies to this Project will
be handled by a Change Order. For any increased sales and use taxes, the Owner
shall reimburse the Contractor for only the increased costs with no additional
fee. The Contractor shall provide the Owner with an affidavit confirming total
sales tax paid and copies of invoices with sales tax charges upon completion of
the project. Any unspent sales and use tax allowance shall be credited via
Change Order, reducing the price upon final project completion. 


2.2.3 The Contractor will prepare and submit for
the Owner’s approval within two weeks of Beginning of Performance, an estimated
progress schedule for the Project. This schedule shall indicate the dates for
the starting and completion of the various stages of design and construction.
It shall be revised as required by the conditions of the Work and those
conditions and events, which are beyond the Contractor’s control.


2.2.4 The Contractor shall at all times keep the
premises free from the accumulation of waste materials or rubbish caused by his
operations. At the completion of the Work, he shall remove all of his waste
material and rubbish from and around the Project as well as all his tools,
construction equipment, machinery and surplus materials.


	
 

	
 


	
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 Max Price 

 Revised 06/18/2007

	
Page 5 of 23












2.2.5 The Contractor will give all notices and
comply with all laws and ordinances legally enacted at the date of execution of
the Agreement, which govern the proper execution of the Work.


2.2.6 The Contractor shall take necessary
precautions for the safety of his employees on the Work, and shall comply with
all applicable provisions of federal, state and municipal safety laws to
prevent accidents of injury to persons on, about, or adjacent to the Project
site. He shall erect and properly maintain, at all times, as required by the
conditions and progress of Work, necessary safeguards for the protection of
workmen and the public. It is understood and agreed, however, that the
Contractor shall have no responsibility for the elimination or abatement of
safety hazards created or otherwise resulting from Work at the job site carried
on by other persons or firms directly employed by the Owner as separate
contractors or by the Owner’s tenants, and the Owner agrees to cause any such
separate contractors and tenants to abide by and fully adhere to all applicable
provisions of federal, state and municipal safety laws and regulations and to
comply with all reasonable requests and directions of the Contractor for the
elimination or abatement of any such safety hazards at the job site.


2.2.7 The Contractor shall keep such full and
detailed accounts as may be necessary for proper financial management under
this Agreement. The system shall be satisfactory to the Owner, who shall be
afforded access to all the Contractor’s records books, correspondence,
instructions, drawings, receipts, vouchers, memoranda and similar data relating
to this Agreement. The Contractor shall preserve all such records for a period
of three years after the final payment or longer where required by law. 


2.3 Royalties and
Patents


2.3.1 The Contractor shall pay all royalties and
license fees for materials, methods and systems incorporated in the work. He
shall defend all suits or claims for infringement of any patent rights and
shall save the Owner harmless from loss on account thereof except when a
particular design, process or product is specified by the Owner. In such case
the Contractor shall be responsible for such loss only if he has reason to
believe that the design, process or product so specified is an infringement of
a patent, and fails to give such information promptly to the Owner. 


2.4 Warranties and
Completion


2.4.1 The Contractor warrants to the Owner that
all materials and equipment furnished under this Agreement will be new, unless
otherwise specified and agreed upon by the Owner, and that all Work will be of
good quality, free from improper workmanship and defective materials and in
conformance with the Drawings and Specifications. The Contractor agrees to
correct all Work performed by him and his Subcontractors under this Agreement
which proves to be defective in material and workmanship within a period of one
year from the Date of Operational Completion as defined in Paragraph 5.2
(except process warranty in 2.4.7). 


2.4.2 The Contractor will secure required
certificates of inspection, testing or approval and deliver them to the Owner.


	
 

	
 


	
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2.4.3 The Contractor will collect all written
warranties and equipment manuals and deliver them to the Owner.


2.4.4 The Contractor, with the assistance of the
Owner’s maintenance personnel, will direct the checkout of utilities and
operations of systems and equipment for readiness, and will assist in their
initial start-up and testing.


2.4.5 The
Contractor makes no warranty, express or implied, of merchantability or of
fitness for a particular purpose concerning any materials, equipment or
machinery incorporated in the project. Materials, equipment or machinery
will be new unless otherwise specified and agreed upon by the Owner in the
construction documents. Provided, that to the extent possible the Contractor
shall pass on to Owner any warranties made by the manufacturers of such items.
The Contractor will collect all available written warranties and equipment
manuals and deliver them to Owner.


2.4.6 The
warranties set forth in paragraphs 2.4.1 through 2.4.5 are expressly in lieu of
any other express or implied warranty including any implied warranty of
merchantability or of fitness for a particular purpose. The Contractor
shall not be liable for any consequential or incidental damages arising from
the breach of any warranty contained herein or of any other provision of this
Agreement.


2.4.7 Owner shall be provided a warranty of the Project process capabilities as to
quality and quantity. This warranty is provided by Westfalia Separator, Inc.,
and Cimbria Sket GmbH, subcontractors to Contractor, directly to the Owner.
Owner understands and acknowledges that it will look solely to Westfalia
Separator, Inc. and Cimbria Sket GmbH for any process warranty claims and not
to Contractor. This warranty is limited to and defined by warranties between
the Owner and Westfalia Separator, Inc. and between Owner and Cimbria Sket
GmbH, and attached as Addendums A-1 and A-2. The Contractor limits any damages
resulting from issues arising for warranted performance values to the amounts
offered by the applicable process provider(s).


2.4.8 The Contractor’s warranty excludes remedy
for damage or defect caused by abuse, modifications not executed by the
Contractor, improper or insufficient maintenance, improper operation, or normal
wear and tear under normal usage.


2.4.9 Contractor agrees to assist Owner in
obtaining response and action from Cimbria Sket GmbH and/or Westfalia
Separator, Inc. for items covered in 2.4.7.


2.5 Additional
Services


2.5.1 The Contractor will provide the following
additional services upon the request of the Owner. A written agreement between
the Owner and Contractor shall define the extent of such additional services
and the amount and manner in which the Contractor will be compensated for such
additional services.


2.5.2 Services related to investigation,
appraisals or evaluations of existing conditions, facilities, or equipment, or
verification of the accuracy of existing drawings or other Owner-furnished
information.


	
 

	
 


	
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2.5.3 Services related to Owner-furnished
equipment, furniture and furnishings, which are not a part of this Agreement.


2.5.4 Services for tenant or rental spaces not a
part of this Agreement.


2.5.5 Obtaining and training maintenance
personnel or negotiating maintenance service contracts after initial start-up
and training.


ARTICLE 3


Owner’s
Responsibilities


3.1 The Owner shall provide full information
regarding his requirements for the Project. Owner has responsibilities of reviewing
and approving all progress schedules and all construction documents. The Owner
shall have input in the selection of subcontractors used on the project.


3.2 The Owner shall designate a representative
who shall be fully acquainted with the Project, and has authority to approve
changes in the scope of the Project, render decisions promptly, and furnish
information expeditiously and in time to meet the dates set forth in
Subparagraph 2.2.3.


3.3 The Owner shall furnish for the site of
the Project all necessary surveys describing the physical characteristics,
legal limitations, utility locations, and a legal description. 


3.4 The Owner shall secure and pay for all
necessary approvals, easements, assessments and charges required for the
construction, use or occupancy of permanent structures or for permanent changes
in existing facilities.


3.5 The Owner shall furnish such legal
services as may be necessary for providing the items set forth in Paragraph
3.4, and such auditing services as he may require.


3.6 If the Owner becomes aware of any fault or
defect in the Project, or non-conformance with the Drawings or Specifications,
he shall give prompt written notice thereof to the Contractor.


3.7 The Owner shall provide the insurance for
the Project as provided in Article 11.


3.8 The Project shall be bonded with a
Performance and Payment Bond. The cost of said Bonds are NOT INCLUDED in the Guaranteed Maximum
Price stated in Article 6.1 and the cost of which shall be paid separately by
the Owner to the Contractor. Bonding may be accomplished through the use of
Bonds directly from the Contractor and dual obligee bonds from major
subcontractors that total the Contract Amount subject to Owner’s Lender’s
approval.


	
 

	
 


	
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3.9 The services and information required by
the above paragraphs shall be furnished with reasonable promptness at the
designated parties’ and the parties shall be entitled to rely upon the accuracy
and the completeness thereof.


3.10 The Owner shall furnish reasonable
evidence satisfactory to the Contractor, prior to commencing Work and at such
future times as may be required, that sufficient funds are available and
committed for the amount equal to the Guaranteed Maximum Price as described in
Paragraph 6.1. Unless such reasonable evidence is furnished, the Contractor is
not required to commence or continue any Work, or may, if such evidence is not
presented within a reasonable time, stop Work upon 15 days’ notice to the
Owner. The failure of the Contractor to insist upon the providing of this
evidence at any one time shall not be a waiver of the Owner’s obligation to
make payments pursuant to this Agreement, nor shall it be a waiver of the
Contractor’s right to request or insist that such evidence be provided at a
later date.


3.11 The Owner shall have no contractual
obligation to the Contractor’s Subcontractors and shall communicate with such
Subcontractors only through the Contractor, other than process warranty in
2.4.7.


3.12
Confidentiality


3.12.1
Definitions:


          (a)
“Contractor Information” means all information (whether written, oral or in
another form) that consists of or includes the Contractor’s trade secrets
and/or confidential information. 


          (b)
“Trade Secrets” means trade secrets under applicable trade secret or other law;
and includes, however documented concepts, ideas, design, know-how, methods,
data, processes, formulas, compositions, improvements, inventions, discoveries,
production specifications, past, current, and planned research and development,
and manufacturing or distribution methods and processes related to the
construction of a biodiesel facility, list of actual or potential Owners that
may be interested in the construction of biodiesel facilities and/or suppliers,
current anticipated requirements, price lists, market studies, business plans,
computer software programs, including computer software and database
technology, systems, structures and architectures, any information from
subcontractors which have been leased and or licensed to the Contractor, and
any other information as the trade secret within the meaning of applicable
state or federal law. 


          (c)
“Confidential Information” means written or other information concerning the
Contractor, other than trade secrets, not generally known to the public; and to
the extent consistent with the foregoing definition, includes historical or
financial statement, financial projections and budgets, historical and
projected sales, capital spending budgets and plans, and any other information
that is marked “confidential” or in some comparable manner.


3.12.2 The Owner agrees
that, during the term of this Agreement and for two (2) years following the
termination of this Agreement, it shall not solicit or entice away any employees
of K.B.C. Group, Inc. and/or its affiliates to compete with K.B.C. Group, Inc. for the operation
or construction of a Biodiesel plant.


3.13 The Owner shall
abide by all process technology licenses between themselves and the technology
owner and shall hold the Contractor harmless for any violations thereof.


	
 

	
 


	
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3.14 The Contractor
and certain technology providers will disclose key know-how to the Owner during
the construction, commissioning, and operational training of the plant. At the
signing of this agreement, the Owner declares it does not have any knowledge,
secret or otherwise, in respect to any key technologies except for the
knowledge already obtained during the pre-construction engineering phase. The
Owner shall use the obtained know-how solely for the operation of this plant.
The Owner and/or its employees may not disclose the know-how to any related
companies. In the event of violation that causes the contractor, Cimbria Sket
GmbH, and/or Westfalia Separator, Inc. damages, the Owner shall reimburse
harmed parties for any arising costs, expenses, penalties, or damages and shall
indemnify the Contractor, Cimbria Sket GmbH, and Westfalia Separator, Inc.


ARTICLE 4


Subcontracts


4.1 All portions of the Work that the
Contractor does not perform with his own forces shall be performed under
subcontracts.


4.2 A Subcontractor is a person or entity who
has a direct contact with the Contractor to perform any Work in connection with
the Project. The term Subcontractor does not include any separate contractor
employed by the Owner or the separate contractors’ subcontractors.


4.3 No contractual relationship shall exist
between the Owner and any Subcontractor, other than process warranty in 2.4.7.
The Contractor shall be responsible for the management of the Subcontractors in
the performance of their Work.


ARTICLE 5


Contract Time
Schedule


5.1 The Work to be performed under this
Agreement shall commence on or about June 1, 2007 and shall reach Final Completion
on or about November 30, 2008.   All
dates in this article are subject to Owner providing proof of financial
commitment from its lender and equity funding for the entire contract value,
entering an EPC contract with the Contractor and paying a down payment to the
Contractor by June 1, 2007. At that point, concentrated detailed engineering
work will begin by Bratney Company and Cimbria-Sket. (“Beginning of
Performance”).


Dates in this section will be adjusted
earlier or later based on the June 1, 2007 target for “Beginning of
Performance”, but not necessarily on a day-for-day basis subject to mutual
agreement of both parties.


Any delay caused by Owner due to the delay in
construction or operating permit receipts or raw material and utilities (water,
Power, natural gas) availability will also extend dates in this article and not
necessarily on a day for day basis subject to mutual agreement of both parties.


	
 

	
 


	
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5.2 The work in this Agreement will occur and
reach several milestones prior to Final Completion Status. Namely:


	
 

	
 


	
 

	
- Mechanical Completion


	
 


	
 

	
- Commissioning Completion


	
 


	
 

	
- Operational Completion


	
 


	
 

	
- Final Completion





Mechanical
Completion
– Contractor has completed erection in accordance with drawings and
specifications, applicable codes, and met all other requirements of this
agreement. “Mechanical Completion” applies to mechanical equipment, piping,
electrical, instrumentation, buildings, infrastructure, and all areas of the
site.


It is recognized that painting, paving,
insulation, as well as final clean up must be completed by Contractor before
the installation is deemed finally complete. At the time of “Mechanical
Completion”, this work may not be complete, but should be in a sufficiently advanced
state of completion so as to not unreasonably interfere with subsequent
activities nor affect minimum safety and environmental requirements.


Commissioning
Completion
– The commissioning phase of work includes the checking and preparation of
units or systems for operation, the checking of controls and automation,
interlock testing, system purging and flushing, utility unit start-ups, system
adjustments, water circulation and other activities. Commissioning prepares the
units for initial charging of raw materials, catalysts, etc. and eventual start
of the chemical operations.


Operational
Completion
– Operational Completion occurs when one or more periods of not less than 48
hours in duration occur where the capacity of the production unit has exceeded
90% of nameplate (272 mton per day Biodiesel) and a performance warranty test
has been completed.


Final Completion – This milestone occurs when:


	
 

	
 

	
 


	
 

	
a)

	
Plant has met Operational
 Completion status or the Contractor has agreed to pay Owners liquidated
 damages for performance deficiencies; 


	
 


	
 

	
b)

	
Contract has completed all
 work;


	
 


	
 

	
c)

	
Contractor has removed all
 project equipment, waste and surplus materials from the site;


	
 


	
 

	
d)

	
Contractor has delivered to
 Owners all documentation required under the agreement;


	
 


	
 

	
e)

	
Contractor has completed all
 punch list items.





5.3 Mechanical Completion status is expected
within 15 calendar months from the date of “Beginning of Performance”.


Operational Completion status is expected
within 17 calendar months from the date of “Beginning of Performance”.


Final Completion is expected with 18 calendar
months from the date of “Beginning of Performance”.


	
 

	
 


	
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5.4 If the Contractor is delayed at any time
in the progress of the Project by any act or neglect of the Owner or by any
separate contractor employed by the Owner, or by changes ordered in the
Project, or by fire, unusual delay in transportation, adverse weather
conditions not reasonably anticipated, unavoidable casualties, or any causes
beyond the Contractor’s control, or a delay authorized by the Owner, then the
Date for Operational Completion shall be extended by Change Order for the
period caused by such delay.


5.5 Failure of the Contractor to complete the
Project by the Operational Completion Date shall result in a penalty in the
amount of $7,500.00 a day for each day Contractor fails to meet the scheduled
date. 


Both parties agree to this amount since
specific dollar amounts for damages for each such violation are impossible to
calculate. Any and all penalties will be capped at $225,000.00 subject to
Owner’s Lender’s approval.


ARTICLE 6


Guaranteed
Maximum Price


6.1 The Contractor guarantees that the maximum
price to the Owner for the Cost of the Project as set forth in Article 8, and
the Contractor’s Fee as set forth in Article 7, will not exceed forty-nine
million five hundred thousand Dollars ($49,500,000.00 ), which sum shall be
called the Guaranteed Maximum Price.


6.2 The Guaranteed Maximum Price is based upon
laws, codes, and regulations in existence at the date of its establishment and
upon criteria, Drawings, and Specifications set forth in the Scope as Addendum
B. 


6.3 The Guaranteed Maximum Price will be
modified for delays caused by the Owner and for Changes in the Project, all
pursuant to Article 9 once actual construction begins.


6.4 Allowances included in the Guaranteed
Maximum Price are as set forth below:


	
 

	
 

	
 

	
 

	
 

	
 


	
•

	
Incoming Water Treatment

	
 

	
$

	
60,673.00

	
 


	
•

	
Waste Water Treatment

	
 

	
$

	
686,000.00

	
 


	
•

	
Lab Furnishing & Equipment

	
 

	
$

	
400,000.00

	
 


	
•

	
Sales Tax

	
 

	
$

	
1,267,000.00

	
 


	
•

	
Landscaping

	
 

	
$

	
10,000.00

	
 


	
•

	
Office

	
 

	
$

	
675,000.00

	
 





ARTICLE 7
Contractor’s Fee


7.1 In consideration of the performance of the
Agreement, the Owner agrees to pay to the Contractor in current funds as compensation
for his services a Fee as follows:


          13%
of cost of work not to exceed the Guaranteed Maximum Price


	
 

	
 


	
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7.2 Adjustment
in Fee shall be made as follows:


          7.2.1 For changes in the Project
as provided in
Article 9, the Contractor’s Fee shall be increased 10% for additive changes.
There will be no Fee adjustment for deductive changes.


7.2.2 Notwithstanding anything contained
elsewhere in this agreement, there shall be an increase in the Guaranteed
Maximum Price and an extension in the Contract Time Schedule for any costs
incurred by the Contractor as a result of a change made by the Owner to the
scope of the Project or any delay in the progress of the project for any cause
beyond the Contractor’s control, including delay in delivery of materials or
equipment. Claims arising from the costs incurred or from the delay shall be
made within a reasonable time. If the Owner and Contractor cannot agree on the
amount of the adjustment in the Guaranteed Maximum Price and the Contract Time
Schedule, it shall be determined pursuant to the provisions of Article 9. Any
change in the Guaranteed Maximum Price or Contract Time Schedule resulting from
such claim shall be authorized by Change Order.


7.2.3 In the event the Cost of the Project plus
the Contractor’s Fee shall be less than the Guaranteed Maximum Price as
adjusted by Change Orders, the resulting savings will be shared by the Owner
and the Contractor as follows:


          100%
Contractor with the exception of unused sales tax allowance which will revert
entirely to the Owner.


7.2.4 The Contractor shall be paid an additional
fee in the same proportion as set forth in 7.2.1 if the Contractor is placed in
charge of managing the replacement of insured or uninsured loss. 


7.3 The Contractor shall be paid monthly that
part of his Fee proportionate to the percentage of Work completed, the balance,
if any, to be paid at the time of final payment.


7.4 Included in the
Contractor’s Fee are the following:


7.4.1 Salaries or other compensation of the
Contractor’s employees at the principal office and branch offices, except
employees listed in Subparagraph 8.2.3.


7.4.2 General operation expenses of the
Contractor’s principal and branch offices other than the field office.


7.4.3 Any part of the Contractor’s capital
expenses, including interest on the Contractor’s capital employed for the
Project.


7.4.4 Overhead or general expenses of any kind,
except as may be expressly included in Article 8.


7.4.5 Costs in excess of the Guaranteed Maximum
Price, as adjusted.


	
 

	
 


	
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ARTICLE 8


Cost of the
Project


Article 8 is only applicable when calculating
contractor’s cost in accordance with Article 12.


8.1 The term Cost of the Project shall mean
costs necessarily incurred in the design and construction of the Project and
shall include the items set forth below in this Article. The Owner agrees to
pay the Contractor for the Cost of the Project as defined in this Article. Such
payment shall be in addition to the Contractor’s Fee stipulated in Article 7.
The total will not exceed the Gross Maximum Price. 


8.2 Cost
Items


8.2.1 All architectural, engineering, CAD design
fees and consulting fees and expenses incurred in designing, selling and
constructing the Project.


8.2.2 Wages paid for labor in the direct employ
of the Contractor in the performance of the Work under applicable collective
bargaining agreements, or under a salary or wage schedule agreed upon by the
Owner and the Contractor, and including such welfare or benefits, if any, as
may be payable with respect thereto. 


8.2.3 Salaries of Contractor’s employees when
stationed at the field office, employees engaged on the road expediting the
production or transportation of materials and equipment and employees from the
main or branch office performing the functions listed in this Article.


8.2.4 Cost of all employee benefits and taxes
for such items as unemployment compensation and social security, insofar as
such cost is based on wages, salaries, or other remuneration paid to employees
of the Contractor and included in the Cost of the Project under Subparagraphs
8.2.1, 8.2.2 and 8.2.3.


8.2.5 The cost of items included in 8.2.2, 8.2.3
and 8.2.4 shall be billed to the Project in accordance with Contractor’s
Standard Rate Schedule attached as Addendum C.


8.2.6 Reasonable transportation, traveling and
hotel and moving expenses of the Contractor or of his officers or employees
incurred in discharge of duties connected with the Project. 


8.2.7 Cost of all materials, supplies and
construction equipment stored at or incorporated in the Project, including
costs of transportation and storage thereof.


8.2.8 Payments made by the Contractor to
Subcontractors for Work performed pursuant to contract under this Agreement.


8.2.9 Cost, including transportation and
maintenance, of all materials, supplies, equipment, temporary facilities and
hand tools not owned by the workmen, which are employed or consumed in the
performance of the Work, and cost less salvage value on such items used, but
not consumed, which remain the property of the Contractor.


	
 

	
 


	
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8.2.10 Rental charges of all necessary machinery
and equipment, exclusive of hand tools, used at the site of the Work, whether
rented from others or owned by the Contractor, including installations, repairs
and replacements, dismantling, removal, costs of lubrication, transportation
and delivery costs thereof, at rental charges consistent with those prevailing
in the area.


8.2.11 Cost of the premiums for all insurance,
which the Contractor is required to procure by this Agreement or is deemed
necessary by the Contractor.


8.2.12 Licenses, tests, royalties, damages for
infringement of patents and costs of defending suits thereof for which the
Contractor is responsible under Subparagraph 2.3.1 and deposits lost for causes
other than the Contractor’s negligence.


8.2.13 Losses, expenses or damages to the extent
not compensated by insurance or otherwise (including settlement made with the
written approval of the Owner), and the cost of corrective work.


8.2.14 Minor expenses such as telegrams,
long-distance telephone calls, telephone service at the site, expressage, and
similar petty cash items in connection with the Project.


8.2.15 Cost of removal of all debris.


8.2.16 Cost incurred due to an emergency
affecting the safety of persons and property.


8.2.17 Cost of data processing services required
in the performance of the services outlined in Article 2.


8.2.18 Down payments required by manufacturers on
equipment ordered for and to be incorporated into the project.


ARTICLE 9


Changes in the
Project


9.1 The Owner, without invalidating this
Agreement, may order Changes in the Project within the general scope of this
Agreement consisting of additions, deletions or other revisions, the Guaranteed
Maximum Price, if established, the Contractor’s Fee, and the Contract Time
Schedule being adjusted accordingly. All such Changes in the Project shall be
authorized by Change Order.


9.1.1 A Change Order is a written order to the
Contractor signed by the Owner or his authorized agent and issued after the
execution of this Agreement, authorizing a Change in the Project and/or an
adjustment in the Guaranteed Maximum Price, the Contractor’s Fee or the
Contract Time Schedule. Each adjustment in the Guaranteed Maximum Price
resulting from a Change Order shall clearly separate the amount attributable to
the Cost of the Project and the Contractor’s Fee.


	
 

	
 


	
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9.1.2 The increase or decrease in the Guaranteed
Maximum Price resulting from a Change in the Project shall be determined in one
or more of the following ways:


9.1.2.1 By mutual acceptance of a lump sum
properly itemized and supported by sufficient substantiating data to permit
evaluation; or


9.1.2.2 By unit prices stated in this Agreement or
subsequently agreed upon; or


9.1.2.3 By mutually agreed to costs plus
Contractor’s fee of 10%; or


9.1.2.4 By method provided in Subparagraph 9.1.3.


9.1.3 If none of the methods set forth in
Clauses 9.1.2.1 through 9.1.2.3 is agreed upon, the Contractor reserves the
right to not go forward with the change.


9.1.4 If unit prices are stated in this
Agreement or subsequently agreed upon, and if the quantities originally
contemplated are so changed in a proposed Change Order or as a result of
several Change Orders that application of the agreed unit prices to the
quantities of Work proposed will cause subsequent inequity to the Owner or the
Contractor, the applicable unit prices and the Guaranteed Maximum Price shall
be equitably adjusted by mutual consent.


9.1.5 Should concealed conditions encountered in
the performance of the Work below the surface of the ground or should concealed
or unknown conditions in an existing structure be at variance with the
conditions indicated by the Drawings, Specifications or Owner-furnished
information or should unknown physical conditions below the surface of the
ground or should concealed or unknown conditions in an existing structure of an
unusual nature, differing materially from those ordinarily encountered and
generally recognized as inherent in work of the character provided for in this
Agreement, be encountered, the Guaranteed Maximum Price and the Contract Time
Schedule shall be equitably adjusted by Change Order upon claim by either party
made within reasonable time after the first observance of the conditions.


9.2 Claims for
Additional Cost or Time


9.2.1 If the Contractor wishes to make a claim
for an increase in Guaranteed Maximum Price, or increase in his Fee or an
extension in the Contract Time Schedule, he shall give the Owner written notice
thereof within a reasonable time after the occurrence of the event, giving rise
to such claim. This notice shall be given by the Contractor before proceeding
to execute the Work, except in an emergency endangering life or property in
which case the Contractor shall act, at his discretion, to prevent threatened
damage, injury or loss. Claims arising from delay shall be made within a
reasonable time after the delay. Increases based upon design and estimating
costs with respect to possible changes requested by the Owner shall be made
within a reasonable time after the decision is made not to proceed with the
change. No such claim shall be valid unless so made. If the Owner and the
Contractor cannot agree on the amount of the adjustment in the Guaranteed
Maximum Price, the Contractor’s Fee or Contract Time Schedule, it shall be
determined pursuant to mediation. Any change in the Guaranteed Maximum Price,
the Contractor’s Fee or Contract Time Schedule resulting from such claim shall
be authorized by Change Order.


	
 

	
 


	
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9.3 Minor Changes in
the Project


9.3.1 The Owner will have the authority to order
minor Changes in the Work not involving an adjustment in the Guaranteed Maximum
Price or an extension of the Contract Time Schedule and not inconsistent with
the intent of the Drawings and Specifications. Such Changes may be effective by
written order and shall be binding on the Owner and the Contractor.


9.4 Emergencies


9.4.1 In any emergency affecting the safety of
persons or property, the Contractor shall act, at his discretion, to prevent
threatened damage, injury or loss. Any increase in the Guaranteed Maximum Price
or extension of time claimed by the Contractor on account of emergency work
shall be determined in this Article.


ARTICLE 10


Payments to
the Contractor


10.1 Payments shall be made by the Owner to the
Contractor according to the following procedure:


10.1.1 With acceptance and signing of this
Contract, a down payment of five million four hundred fifty thousand dollars
($5,450,000), less the one million five hundred thousand dollars ($1,500,000),
is required. As a percentage of the work is billed, a like percentage of the
down-payment will be credited to each billing.


10.1.2 Once work has commenced, applications for
monthly payments (including approved change orders) shall be invoiced and
submitted to the Owner by the Contractor on or before the tenth (10th) calendar
day of the month following the month for which the work has been completed
(previous month). The Owner shall pay the invoice by the fifteenth (15th)
calendar day of the month application is made via electronic transfer to the
Contractor’s designated bank account. Should the Owner dispute any portion of
the application, they should advise the Contractor in writing or by electronic
message no later than the fifteenth (15th) date of the calendar
month application is made. The Owner shall pay all undisputed amounts on the
fifteenth (15th) if the month as described herein. Delinquent
payments (thirty days past due date) shall bear interest at the rate of one and
one-half percent (1-1/2%) per month, retroactive to the due date. The Owner may
retain a sum equal to 5% of each payment due to the Contractor exclusive of
down payment amounts.


10.2 The Contractor warrants and guarantees
that title to all Work, materials and equipment covered by an Application for
Payment whether incorporated in the Project or not, will pass to the Owner upon
receipt of such payment by the Contractor free and clear of all liens, claims,
security interests or encumbrances hereinafter referred to as Liens.


10.3 No Progress Payment nor any partial or
entire use of occupancy of the Project by the Owner shall constitute an
acceptance of any Work not in accordance with the Drawings and Specifications.


	
 

	
 


	
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10.4 Payment of fifty percent (50%) of the
unpaid balance of the Project, including fifty percent (50%) of unpaid
retention, shall be due and payable when the Project achieves Operational
Completion or when the Owner occupies the Project, whichever event first
occurs, provided that the Project be then Operationally completed and this
Agreement substantially performed. If there should remain minor items to be
completed, the Contractor and the Owner shall list such items and the
Contractor shall deliver, in writing, his guarantee to complete such items
within a reasonable time thereafter. In addition, to the fifty percent (50%) of
the remaining retention, the Owner may retain a sum equal to 150 percent of the
estimated cost of completing any unfinished items, provided that the unfinished
items are listed separately and the estimated cost of completing any unfinished
items is likewise listed separately. Thereafter, the Owner shall pay to the
Contractor, monthly, the amount retained for incomplete items as each of said
items are completed.


10.5 Before issuance of Final Payment, the
Owner may request satisfactory evidence that all payrolls, materials bills,
liens and other indebtedness connected with the Project have been paid or
otherwise satisfied. This shall be satisfied by providing conditional lien
waivers from all those present orientating that have statutory lien rights and
whose contract amount was greater than $10,000.00. Upon receipt of this
documentation, the Owner shall pay the Contractor the remaining unpaid balance,
subject to the plant attaining warranted performance as described in article
2.4.7.


10.6 The making of Final Payment shall
constitute a waiver of all claims by the Owner except those rising from:
unsettled liens; improper workmanship or defective materials appearing within
one year after the Date of Operational Completion; and terms of any special
guarantees required by the Drawings and Specifications.


10.7 The acceptance of Final Payment shall
constitute a waiver of all claims by the Contractor except those previously
made in writing and unsettled.


ARTICLE 11


Insurance,
Indemnity and Waiver of Subrogation


11.1 Indemnity


11.1.1 The Contractor agrees to indemnify and
hold the Owner harmless from all claims for bodily injury and property damage
(other than the Work itself and other property insured under Paragraph 11.4)
that may arise from the Contractor’s operations under this Agreement.


11.1.2 The Owner shall cause any other contractor
who may have a contract with the Owner to perform work in the areas where Work
will be performed under this Agreement, to agree to indemnify the Owner and the
Contractor and hold them harmless from all claims for bodily injury and
property damage (other than property insured under Paragraph 11.4) that may
arise from the contractor’s operations. Such provisions shall be in a form
satisfactory to the Contractor.


	
 

	
 


	
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11.2 Contractor’s Liability Insurance


11.2.1 The Contractor shall purchase and maintain
such insurance as will protect him from the claims set forth below which may
arise out of or result from the Contractor’s operations under this Agreement
whether such operations be by himself or by any Subcontractor or by anyone
directly or indirectly employed by any of them, or by anyone for whose acts any
of them may be liable:


11.2.1.1 Claims under worker’s compensation,
disability benefit and other similar employee benefit acts, which are
applicable to the Work to be performed;


11.2.1.2 Claims for damages because of bodily
injury, occupational sickness or disease, or death of his employees under any
applicable employer’s liability law;


11.2.1.3 Claims for damages because of bodily
injury, or death of any person other than his employees;


11.2.1.4 Claims for damages insured by usual
personal injury liability coverage, which are sustained (1) by any person as a
result of an offense directly or indirectly related to the employment of such
person by the Contractor or (2) by any other person;


11.2.1.5 Claims for damages, other than to the Work
itself, because of injury to or destruction of tangible property, including the
loss of use therefrom;


11.2.1.6 Claims for damages because of bodily
injury or death of any person or property damage arising out of the ownership,
maintenance or use of any motor vehicle.


11.2.2 The Comprehensive General Liability
Insurance shall include premises-operations (including explosion, collapse and
underground coverage) elevators, independent contractors, completed operations,
and blanket contractual liability on all written contracts, all including broad
form property damage coverage.


11.2.3 The Contractor’s Comprehensive General and
Automobile Liability Insurance, as required by Subparagraphs 11.2.1 and 11.2.2
shall be written for not less than limits of liability as follows:


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
a. Comprehensive General Liability

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1. Bodily Injury

	
 

	
$

	
2,000,000 

	
 

	
Each Occurrence


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
(Completed Operations)


	
 

	
 

	
 

	
 

	
$

	
4,000,000 

	
 

	
Aggregate


	
 

	
 

	
2. Property Damage

	
 

	
$

	
2,000,000 

	
 

	
Each Occurrence


	
 

	
 

	
 

	
 

	
$

	
4,000,000

	
 

	
Aggregate


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
b. Comprehensive Automobile Liability

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
1. Bodily Injury

	
 

	
$

	
1,000,000

	
 

	
CSL


	
 

	
 

	
 

	
 

	
$

	
 

	
 

	
Each Occurrence


	
 

	
 

	
2. Property Damage

	
 

	
$

	
1,000,000

	
 

	
CSL


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
c. Umbrella

	
 

	
$

	
5,000,000

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
 

	
d. Professional Design Liability

	
 

	
$

	
1,000,000

	
 

	
Each Occurrence


	
 

	
 

	
 

	
 

	
$

	
2,000,000

	
 

	
Aggregate








	
 

	
 


	
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 Max Price 

 Revised 06/18/2007

	
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11.2.4 Comprehensive General Liability Insurance
may be arranged under a single policy for the full limits required or by a
combination of underlying policies provided by an Excess or Umbrella Liability
policy.


11.2.5 The foregoing policies shall contain a
provision that coverages afforded under the policies will not be canceled or
not renewed until at least thirty (30) days’ prior written notice has been
given to the Owner. Certificates of Insurance showing such coverages to be in
force shall be filed with the Owner prior to commencement of the Work.


11.3 Owner’s
Liability Insurance


11.3.1 The Owner shall be responsible for
purchasing and maintaining his own liability insurance and, at his option, may
purchase and maintain such insurance as will protect him against claims, which
may arise from operations under this Agreement.


11.4 Insurance to
Protect Project


11.4.1 The Owner shall purchase and maintain
property insurance in a form and an amount acceptable to the Contractor upon
the entire Project for the full cost of replacement at the time of any loss.
This insurance shall include as named insureds the Owner, the Contractor,
Subcontractors and Subsubcontractors and shall insure against loss from the
perils of Fire, Extended Coverage, and shall include “All Risk” insurance for
physical loss or damage including, without duplication of coverage, at least
theft, vandalism, malicious mischief, transit, collapse, explosion, testing,
and damage resulting from defective design, workmanship or material. All risk
insurance shall include coverage during start-up and commissioning of the
project. The Owner will increase limits of coverage, if necessary, to reflect the
estimated replacement cost. The Owner will be responsible for any co-insurance
penalties or deductibles. If the Project covers an addition to or is adjacent
to an existing building, the Contractor, Subcontractors and Subsubcontractors
shall be named as additional insureds under the Owner’s Property Insurance
covering such building and its contents.


11.4.1.1 If the Owner finds it necessary to occupy
or use a portion or portions of the Project prior to the Operational Completion
thereof, such occupancy shall not commence prior to a time mutually agreed to
by the Owner and the Contractor and to which the insurance company or companies
providing the property insurance have consented by endorsement to the policy or
policies. This insurance shall not be cancelled or lapsed on account of such
partial occupancy. Consent of the Contractor and of the insurance company or
companies to such occupancy or use shall not be reasonably withheld.


11.4.2 The Owner shall purchase and maintain such
boiler and machinery insurance as may be required or necessary. This insurance
shall include the interests of the Owner, the Contractor, the Subcontractor and
Subsubcontractors in the Work.


	
 

	
 


	
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11.4.3 The Owner shall purchase and maintain such
insurance as will protect the Owner and the Contractor against loss of use of
Owner’s property due to those perils insured pursuant to Subparagraph 9.4.1.
Such policy will provide coverage for expenses of expediting materials,
continuing overhead of the Owner and the Contractor, necessary labor expense
including overtime, loss of income by the Owner and other determined exposures.
Exposures of the Owner and the Contractor shall be determined by mutual
agreement and separate limits of coverage fixed for each item.


11.4.4 The Owner shall file a copy of all
policies with the Contractor before an exposure to loss may occur. Copies of
any subsequent endorsements will be furnished by the Contractor. The Contractor
will be given sixty (60) days notice of cancellation, non-renewal, or any
endorsements restricting or reducing coverage. If the Owner does not intend to
purchase such insurance, he shall inform the Contractor in writing prior to the
commencement of the Work. The Contractor may then affect insurance which will
protect the interest of himself, the Subcontractors and their Subsubcontractors
in the Project, the cost of which shall be added to the Guaranteed Maximum
Price by Change Order. If the Contractor is damaged by failure of the Owner to purchase
or maintain such insurance or to so notify the Contractor, the Owner shall bear
all reasonable costs properly attributable thereto.


11.5 Property
Insurance Loss Adjustment


11.5.1 Any insured loss shall be adjusted with
the Owner and the Contractor and made payable to the Owner and Contractor as
trustees for the insureds, as their interests may appear, subject to any
applicable mortgagee clause.


11.5.2 Upon the occurrence of an insured loss,
monies received will be deposited in a separate account and the trustees shall
make distribution in accordance with the agreement of the parties in interest.
If the trustees are unable to agree between themselves on the settlement of the
loss, such dispute shall also be submitted to mediation. 


11.6 Waiver
of Subrogation


11.6.1 The Owner and Contractor waive all rights
against each other, the Architect/Engineer, Subcontractor and Subsubcontractors
for damages caused by perils covered by insurance provided under Paragraph
11.4, except such rights as they may have to the proceeds of such insurance
held by the Owner and the Contractor as trustees. The Contractor shall require
similar waivers from all Subcontractors and Subsubcontractors.


11.6.2 The Owner and Contractor waive all rights
against each other, the Architect/Engineer, Subcontractor and Subsubcontractors
or loss or damage to any equipment used in connection with the Project which
loss is covered by any property insurance. The Contractor shall require similar
waivers from all Subcontractors and Subsubcontractors.


11.6.3 The Owner waives subrogation against the
Contractor, Architect/Engineer, Subcontractor and Subsubcontractors on all
property and consequential loss policies carried by the Owner on adjacent
properties and under property and consequential loss policies purchased for the
Project after its completion.


	
 

	
 


	
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 Max Price 

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11.6.4 If the policies of insurance referred to
in this Paragraph require an endorsement to provide for continued coverage
where there is a waiver of subrogation, the owners of such policies will cause
them to be so endorsed.


ARTICLE 12


Termination of
the Agreement and Owner’s

Right to Perform Contractor’s Obligations


12.1 Termination by
the Contractor


12.1.1 If the Project is stopped for a period of
thirty (30) days under an order of any court or other public authority having
jurisdiction, or as a result of an act of government, such as a declaration of
national emergency making materials unavailable, through no act or fault of the
Contractor or if the Project should be stopped for a period of thirty (30) days
by the Contractor for the Owner’s failure to make payment thereon, then the
Contractor may, upon seven days’ written notice to the Owner, terminate this
Agreement and recover from the Owner payment for all Work executed, the
Guaranteed Maximum Price earned to date, and for any proven loss sustained upon
any materials, equipment, tools, construction equipment and machinery,
including reasonable profit and damages.


12.2 Owner’s Right to
Perform Contractor’s Obligations and Termination by the Owner for Cause


12.2.1 If the Contractor fails to perform any of
his obligations he assumes to perform Work with his own forces, the Owner may,
after seven days’ written notice, during which period the Contractor fails to
perform such obligation, make good such deficiencies. The Guaranteed Maximum
Price, if any, shall be reduced by the reasonable cost to the Owner of making
good such deficiencies.


12.2.2 If the Contractor is adjudged a bankrupt,
or if he makes a general assignment for the benefit of his creditors, or if a
receiver is appointed on account of his insolvency, or if he persistently or
repeatedly refuses or fails, except in cases for which extension of time is
provided, to supply enough properly skilled workmen or proper materials, or if
he fails to make proper payment to Subcontractors or for materials or labor, or
persistently disregards laws, ordinances, rules, regulations or orders of any
public authority having jurisdiction, or otherwise is guilty of a substantial
violation of a provision of this Agreement, then the Owner may, without
prejudice to any right or remedy and after giving the Contractor and his
surety, if any, thirty days’ written notice, during which period the Contractor
fails to cure the violation, terminate the employment of the Contractor and
take possession of the site and of all materials, equipment, tools,
construction equipment and machinery thereon owned by the Contractor and may finish the Work by
whatever reasonable method he may deem expedient. In such case, the Contractor
shall not be entitled to receive payment until the Work is finished nor shall
he be relieved from his obligations assumed under Article 6. 


	
 

	
 


	
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12.3 Termination
by Owner Without Cause


12.3.1 If the Owner terminates the Agreement
other than pursuant to 12.2.2, he shall pay the Contractor the total of: (a.)
Costs incurred by the Contractor in performing the Project, including initial
costs and preparatory expenses; (b.) Costs incurred in settling and paying
termination claims under terminated subcontracts; (c.) Accounting, legal,
clerical and other expenses incurred as a result of termination; (d.) Storage,
transportation demobilization and other costs incurred for the preservation,
protection or disposition of material and equipment on the Project; (e.) Any
other necessary and reasonable costs incurred by the Contractor as a result of
the Owner’s termination of this Agreement; (f.) Overhead at ten percent (10%)
of the total amount of (a.) through (e.) above; profit at ten percent (10%) of
the total amount of (a.) through (f.) above, as adjusted pursuant to Articles 6
and 9. In calculating the amount due the Contractor under this clause, a
deduction shall be made for all payments to the Contractor under this
Agreement. Contractor has a fiduciary responsibility to the Owner to minimize
costs of termination and maximize return of all down payments.


ARTICLE 13


Assignment and
Governing Law


13.1 Neither the Owner nor the Contractor shall
assign his interest in this Agreement without the written consent of the other
except as the assignment of proceeds.


13.2 This Agreement shall be governed by the
law in effect at the location of this Project. 


ARTICLE 14


Mediation


14.1 Parties agree to mediate any disputes they
have concerning any and all Work covered under this Agreement prior to any
litigation being filed in the matter. The Parties will jointly select a
mediator to conduct the mediation.


This Agreement entered into as of the day and year first written above.


	
 

	
 

	
 

	
 


	
OWNER:  

	
Soy Energy, LLC

	
 


	
 

	


	
 


	
 

	
 

	
 


	
By:  

	
/s/Charles Sand, Chairman

	
 


	
 

	


	
 


	
 

	
 

	
 


	
CONTRACTOR:  

	
KEN BRATNEY COMPANY

	
 


	
 

	


	
 


	
 

	
 

	
 


	
By:  

	
/s/ J. Paul
 Bratney

	
 


	
 

	


	
 








	
 

	
 


	
Guaranteed
 Max Price 

 Revised 06/18/2007

	
Page 23 of 23












*** Confidential material redacted and filed
separately with the Commission.


ADDENDUM A-1


GEA Westfalia Separator, Inc.

Mechanical Separation

Division


01 February
2007


The Ken
Bratney Company

3400 109th Street

Des Moines, Iowa 50322


	
 

	
 


	
Subject:

	
Soy Energy Biodiesel
 Project


	
 

	
(30 million
 gallons per year output)





Gentlemen:


Attached on
the following pages is a summary of a number of technical, commercial and legal
points relating to the Soy Energy Biodiesel Project:


The items
addressed are:


	
 

	
 

	
 


	
 

	
•

	
Overall process
 specs for feed, final product, capacity and yield


	
 

	
 

	
 


	
 

	
•

	
Utility and
 chemical usage and requirement specifications


	
 

	
 

	
 


	
 

	
•

	
Commercial
 outline of test runs for plant acceptance


	
 

	
 

	
 


	
 

	
•

	
Liquidated
 Damage relating to product(s), capacity, etc.


	
 

	
 

	
 


	
 

	
•

	
Terms and
 Conditions of Sale





In addition we
include a copy of the sub-license authorization letter from ADM Oelmuehle Leer
Connemann GmbH. Said license is usually signed and issued at completion of
process engineering work in the project timeline.


We trust this
information satisfies your needs at this time.


Best regards,


Constantine
Triculis

Biodiesel Manager

Westfalia Separator, Inc.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












*** Confidential material redacted and filed
separately with the Commission.


	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 2 of 12


	


	






Process Specifications


Process Line Capacity ........................ *** gallons FAME per day (***
mtons/day)


Feedstock


	
 

	
 

	
 


	
Type of oil

	
 

	
Soybean


	
Temperature

	
 

	
***°F / ***° C


	
FFA

	
 

	
<***%


	
Phosphatides

	
 

	
<*** ppm P


	
Moisture

	
 

	
<***%


	
Impurities

	
 

	
<***%


	
Wax

	
 

	
***


	
Unsaponifiables

	
 

	
<***%


	
Iodine Value

	
 

	
<***


	
Sulfur

	
 

	
<*** ppm


	
Oxidation

	
 

	
>*** h


	
Stability, 110°C

	
 

	
 


	
Soap

	
 

	
<*** ppm





Final Product Specifications


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
From ASTM
 6751

	
 

	
 

	
 

	
From EN
 14214

	
 

	
 


	
 

	
 

	
 

	
 

	
 

	
 

	
 


	
Ester content

	
 

	
min. ***%

	
 

	
Ester content

	
 

	
min. ***%


	
Flash point

	
 

	
min. ***°F / ***°C

	
 

	
Flash point

	
 

	
min. ***°F / ***°C


	
Water content

	
 

	
max. *** ppm

	
 

	
Water content

	
 

	
max. *** ppm


	
Sulphur

	
 

	
max. *** ppm

	
 

	
Sulphur

	
 

	
max. *** ppm


	
Sulphated ash

	
 

	
max. ***%

	
 

	
Sulphated ash

	
 

	
max. ***%


	
Acid number

	
 

	
max. *** mg KOH / g

	
 

	
Carbon residue (from 10%
 distillation residua.)

	
 

	
max. ***%


	
Free glycerin

	
 

	
max. ***%

	
 

	
Acid number

	
 

	
max. *** mg KOH/g


	
Total glycerin

	
 

	
max. ***%

	
 

	
Free glycerin

	
 

	
max. ***%


	
Monoglycerides

	
 

	
max. ***%

	
 

	
Total glycerin

	
 

	
max. ***%


	
Diglycerides

	
 

	
max. ***%

	
 

	
Monoglycerides

	
 

	
max. ***%


	
Triglycerides

	
 

	
max. ***%

	
 

	
Diglycerides

	
 

	
max. ***%


	
Phosphorous

	
 

	
max. *** ppm

	
 

	
Triglycerides

	
 

	
max. ***%


	
Methanol

	
 

	
max. ***%

	
 

	
Phosphorous

	
 

	
max. *** ppm


	
Total contamination

	
 

	
max. *** mg/kg

	
 

	
Methanol

	
 

	
max. ***%


	
Oxidation

	
 

	
min. *** hours

	
 

	
Total Contamination

	
 

	
max. *** mg/kg


	
Stability

	
 

	
***° C

	
 

	
Oxidation stability at 230°
 F

	
 

	
min. *** hours


	
Sodium and potassium

	
 

	
max.*** ppm

	
 

	
Copper strip corrosion

	
 

	
Class 1





Yield

 Ton refined oil to produce one (1) ton FAME...............***


	
 

	
 

	
 


	
Glycerin
 (technical grade)

	
 

	
 


	
 

	
 

	
 


	
Glycerol content

	
 

	
min. ***%


	
Moisture

	
 

	
max. ***%


	
Salt content

	
 

	
approx. ***%


	
MONG

	
 

	
approx. ***%


	
Methanol content

	
 

	
approx. ***%








	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












*** Confidential material redacted and filed
separately with the Commission.


	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 3 of 12


	


	






Utilities and Chemicals


Steady State Consumption


	
 

	
 

	
 

	
 

	
 


	
Utilities

 &
Consumables

	
 

	
 

	
 

	
Transesterification

 Methanol Rec.
Glycerin Evap.


	


	


	


	


	



	
H3PO4 ***%

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
NaOH ***%

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
Methanol

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
NaOCH3 ***%

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
HCI ***%ig

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
Water (make-up and
 discharge)

	
 

	
(gpm)

	
 

	
***


	
Steam *** psi a

	
 

	
(lb./1,000
 lb. FAME)

	
 

	
***


	
Instrument Air

	
 

	
(ft3/hour)

	
 

	
***


	
Nitrogen

	
 

	
(ft3/hour)

	
 

	
***


	
Power (consumed)

	
 

	
(kWhr/1,000
 lb. FAME)

	
 

	
***


	
Tower Water, ∆T = ***°F

	
 

	
(gpm)

	
 

	
***





Utility Specifications


Soft Water


	
 

	
 

	
 


	
Sediment content

	
 

	
max. *** mg/l


	
Particle size

	
 

	
max. *** um


	
Hardness

	
 

	
less than *** dH


	
Chlorine ions

	
 

	
Less than *** mg/l


	
pH-value

	
 

	
*** – ***


	
Free of methanol and
 glycerin

	
 

	
 





Cooling water


	
 

	
 

	
 


	
Temperature in

	
 

	
max. ***°F


	
Temperature out

	
 

	
Approx. ***° F above inlet
 temp.


	
Pressure

	
 

	
*** psig


	
Hardness

	
 

	
max. ***° dH


	
Chlorine ions

	
 

	
max. *** ppm


	
pH-value

	
 

	
***-***





Steam


	
 

	
 

	
 


	
Pressure

	
 

	
*** psig (10
 bar)


	
Saturated steam
 free of impurities

	
 

	
 








	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












*** Confidential material redacted and filed
separately with the Commission.


	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 4 of 12


	


	






Utilities and Chemicals (cont’d.)


Instrument Air


	
 

	
 

	
 


	
Pressure

	
 

	
*** psig (6 bar)


	
Particle size

	
 

	
max. *** mm


	
Particle density

	
 

	
max. *** mg/NM3


	
Oil content

	
 

	
max. *** mg/NM3


	
Dew point at pressure

	
 

	
min. ***° C





Nitrogen


	
 

	
 

	
 


	
Pressure

	
 

	
*** psig


	
Nitrogen content

	
 

	
min. ***%





Electric


	
 

	
 

	
 


	
Voltage

	
 

	
*** V, max ***%


	
Frequency

	
 

	
*** Hz, max. ***%


	
Phases

	
 

	
***





Chemical Specifications


Catalyst


	
 

	
 

	
 

	
 

	
 


	
Sodium
 methylate solution in methanol


	
Concentration

	
 

	
***% +/-
 ***%

	
 

	
AN-SAA0827/0868


	
Na2CO3
 + NaOH

	
 

	
max. ***%

	
 

	
AN-SAA 0868





Caustic soda


	
 

	
 

	
 


	
Technical
 quality according to DIN 19616

	
 

	
 


	
Concentration

	
 

	
***%





Hydrochloric acid


	
 

	
 

	
 


	
DIN 19610,
 clear and free of sediments

	
 

	
 


	
Concentration

	
 

	
***%





Methanol


	
 

	
 


	
Water
 content

	
max. ***%





Phosphoric acid


	
 

	
 

	
 


	
Type

	
 

	
Thermal phosphoric, clear
 and free of sediments


	


	


	



	
Chlorine Ions

	
 

	
max. *** ppm


	
Fluorine Ions

	
 

	
max. *** ppm


	
Concentration

	
 

	
***%








	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












*** Confidential material redacted and filed
separately with the Commission.


	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 5 of 12


	


	






Test Run Procedures


The warranty
figures are valid for operation of the plant at nominal capacity and take into
account the relevant tolerances of ***%.


The above
performance data are valid on the condition that the plant is erected according
to our instructions and start-up is conducted by Westfalia’s personnel.


If the
performance test run cannot take place during the start-up period for reasons
not imputable to Westfalia, then this obligation to demonstrate fulfillment of
warranty shall be deemed satisfied if the plant operated continuously under
warrantee conditions. The plant shall then be regarded as having been taken
over by Purchaser.


In case
Westfalia should fail to prove the aforementioned warranties for reasons solely
attributable to Westfalia, Westfalia shall at their expense make, as soon as
possible the necessary modifications to the design of the plant and supply the
equipment to modify the plant. Purchaser shall provide all facilities necessary
for carrying out such modifications.


After
completion of the modifications further performance test runs shall be carried
out under the same conditions as stated above.


If the
repeated final performance test run fails to fulfill the warranties for reasons
solely attributable to Westfalia, Westfalia shall pay liquated damages agreed
upon.


With the
payment of the liquidated damages the plant shall be considered as being
accepted by Purchaser.


If, for
reasons not imputable to Westfalia, neither the warranty test-run nor the
continuous operation under warranty conditions is performed successfully within
*** months after the mechanical completion or *** months after the coming into
force of the contract, whichever occurs earlier, the plant is considered as
being accepted. Westfalia may give support to Purchaser in attaining the
warrantee values after this period, at terms and conditions to be agreed upon
in due time.


All warranties
are valid under the condition that Purchaser’s services and supplies will be
rendered in accordance with our documentation and process requirements.


Performance
test runs shall be conducted over a *** (***) day period by Westfalia
Separator.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 6 of 12


	


	



	
*** Confidential material redacted and filed separately with the
 Commission.

	
 





Delivery Liquidated Damages


A liquidated damages
schedule will be tied to delivery dates for major equipment.


Performance Liquidated Damages


In the event the performance
of the Plant does not meet the performance warranties as specified in this
Contract with the Buyer using soybean as feedstock, and the Seller is required
to pay liquidated damages per section 2.2.3, of quote 67081C, dated 17 July
2006. The Seller agrees to pay Buyer or have deducted from the Contract Price,
as liquidated damages and not as a penalty, the following amounts:


Biodiesel Specifications

(All
percentages are absolute values based on total output from the process)


	
 

	
 

	
 


	
Liquidated
 Damages

	
 

	
Guarantee


	


	


	



	
0.5 percent of the Contract
 Price

	
 

	
For each 0.05% total
 glycerin over the specification in A-1, provided the customer provides
 feedstock in accordance with specification A-2.


	
0.5 percent of the Contract
 Price

	
 

	
For each 50 ppm moisture
 over the specification in A-1, provided the customer provides feedstock in
 accordance with specification A-2.


	
0.5 percent of the Contract
 Price

	
 

	
For each full one percent
 deficit in yield from the yield value of section 2.2.2 of quote 67801C, dated
 19 July 2006.


	
0.5 percent of the Contract
 Price

	
 

	
For each full percent
 deficit in daily capacity of 300 metric ton Biodiesel


	
0.5 percent of the Contract
 Price

	
 

	
For each pound of Methanol
 (per 1,000 lbs. of biodiesel) over the value in section 2.3.1 of quote
 67801C, dated 19 July 2006.


	
0.5 percent of the Contract
 Price

	
 

	
For each 0.5 lbs. of Sodium
 Methylate (per 1,000 lbs. of biodiesel) over the value in section 2.3.1 of
 quote 67801C, dated 19 July 2006.





A-1 (from
European Standard EN 14214, July 2003)


	
 

	
 

	
 


	
Ester content

	
 

	
min. ***%


	
Flash point

	
 

	
min. ***°C


	
Water content

	
 

	
max. *** ppm


	
Sulphur

	
 

	
max. *** ppm


	
Sulphated ash

	
 

	
max. ***%


	
Carbon residue (10%
 distillation)

	
 

	
max. ***%


	
Acid number

	
 

	
max. *** mg KOH/g


	
Free glycerin

	
 

	
max. ***%


	
Total glycerin

	
 

	
max. ***%


	
Monoglycerides

	
 

	
max. ***%


	
Diglycerides

	
 

	
max. ***%


	
Triglycerides

	
 

	
max. ***%


	
Phosphorous

	
 

	
max. *** ppm


	
Methanol

	
 

	
max. ***%


	
Total contamination

	
 

	
max. *** mg/kg


	
Oxidation stability at 230°
 F

	
 

	
min. *** hours


	
Copper strip corrosion

	
 

	
Class 1








	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 7 of 12


	


	



	
*** Confidential material redacted and filed separately with the
 Commission.

	
 





Biodiesel Specifications
(cont’d:) 


A-2 (Feedstock)


	
 

	
 

	
 


	
Type of oil

	
 

	
Soybean


	
Temperature

	
 

	
***°F / ***° C


	
FFA

	
 

	
<***%


	
Phosphatides

	
 

	
<*** ppm P


	
Moisture

	
 

	
<***%


	
Impurities

	
 

	
<***%


	
Wax

	
 

	
None


	
Unsaponifiables

	
 

	
<***%


	
Iodine Value

	
 

	
<***


	
Sulfur

	
 

	
<*** ppm


	
Oxidation Stability, 110°C

	
 

	
>*** h


	
Soap

	
 

	
<*** ppm





Glycerin Specifications

(All
percentages are absolute values based on total glycerin output from the
process)


	
 

	
 

	
 


	
0.5 percent of the Contract
 Price

	
 

	
For each 1% below 80%
 glycerol content


	
0.5 percent of the Contract
 Price

	
 

	
For each 1% additional salt
 content above 7%


	
0.5 percent of the Contract
 Price

	
 

	
For each 1% additional MONG
 content above 4%





Limitation of Liquidated Damages


The total aggregate
liquidated damages assessed for failure to meet Performance Guarantees
(Biodiesel and Glycerin Specifications) shall not exceed five (5) percent of
the Contract Price.


The total aggregate
liability of Seller with respect to liquidated damages (Delivery and
Performance) shall not exceed in total 7.5% of the Contract Price


Breakdowns, not caused by
Seller supplied Equipment will not be considered a failure of the Seller supplied
portion of the Plant. Process interruptions of less than four (4) hours caused
by the Equipment shall not be considered as a failure of the continuous
performance guarantee. If the Plant fails to meet the performance guarantees
during a qualifying five (5) day performance test, Seller will have sixty (60)
days to make corrective action and repeat the performance test.


Seller will be responsible
for liquidated damages which will be the Buyer’s exclusive remedy in each case.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 8 of 12


	


	






STANDARD TERMS AND CONDITIONS


1. Acceptance; Agreement. Seller and Buyer agree to the express
terms of this Purchase Order. In the event that any provision of any invoice,
acknowledgment, quotation, or other document whatsoever provided by Seller to
Buyer conflicts with the provisions in this Purchase Order, the provisions of
this Purchase Order shall control. In the event that any provision in any
invoice, acknowledgment, quotation, or other document whatsoever provided by
Seller to Buyer attempts to limit Seller’s liability or restrict Buyer’s
remedies, such provision shall be inconsistent with this Purchase Order and
shall be void and unenforceable. If any term contained in any Order or other
form used by Buyer to order goods under this Purchase Order or in any
acknowledgment or other form used by Seller is inconsistent with any term of
this Purchase Order, this Purchase Order will take precedence unless Buyer
agrees to such inconsistent term by a writing, signed by Seller and Buyer, that
specifically references this Purchase Order and specifically acknowledges such
inconsistency.


2. Termination for Convenience. Buyer, for its convenience, may
at any time terminate this order in whole or in part upon 3 days’ written
notice to Seller. Upon the receipt of such notice, Seller immediately will
stop, and will cause its suppliers and its subcontractors immediately to stop,
all work hereunder. Seller will be paid a reasonable termination charge
(including a reasonable overhead and profit for such work): the percent of the
order price reflecting the amount of the work performed before the termination
notice, plus actual direct costs resulting from the termination. Seller will
not be paid for any work done after termination nor for any reasonably
avoidable costs thereafter incurred by Seller’s or Seller’s subcontractors.


3. Default; Remedies. If Seller fails to perform any of the terms
and conditions under this Purchase Order (including, without limitation, breach
by late shipment or performance, defects in workmanship or materials or
delivery of items which fail to conform to samples or services which fail to
conform to guarantees or warranties), Buyer, in its sole discretion and upon
seven (7) days’ written notice to Seller, may declare Seller to be in default.
If Seller does not commence to remedy all defaults specified in the notice
within the 7 days or fails to diligently complete the cure thereafter, Buyer,
with further notice may: (a) cancel, in whole or in part, or refuse delivery in
whole or in part of, any and all orders then outstanding between Buyer and
Seller, and (b) exercise any and all rights and remedies available at law and
in equity (subject to the limitations in these Standard Terms and Conditions).
If Seller proves to be solely at fault, Seller will bear all Buyers’ attorneys’
and witnesses’ fees and litigation costs incurred in enforcing this Purchase Order.


4. Delivery. Time is an important consideration for both parties
under this Purchase Order. Seller will notify Buyer at once if Seller cannot
fill this order or if shipment or performance is delayed for any cause
whatsoever. If delivery of terms or services or both is not completed by the
time promised, Buyer, without liability and in addition to its other rights and
remedies, may terminate this Purchase Order by notice effective when received
by Seller as to items not yet shipped or services not yet rendered and may
purchase substitute items or services or both and charge Seller with all
losses. Delivery of the equipment or goods shall be DDP, point of delivery
indicated on Purchase Order. Title shall pass to Buyer upon delivery to the DDP
delivery point. Risk of loss or damage shall pass to Buyer only upon Buyer’s
final acceptance.


5. Price Warranty. Seller warrants that the prices for all items
and services sold hereunder are as favorable as prices currently extended to
any other Buyer for similar quality and quantities of the same or similar items
or services or both. If Seller reduces its price for such items or services or
both during the term of this Purchase Order, Seller will reduce Buyer’s Prices
correspondingly. Seller warrants that prices shown on this Purchase Order are
complete, and no additional charges of any type (including, without limitation,
charges for shipping, packaging, labeling, custom duties, taxes, storage,
insurance, boxing and crating) will be added without Buyer’s express written
consent.


6. Taxes. Seller shall include sales and use taxes in the
Purchase Price of all goods and services provided to Buyer and shall separately
account for such taxes. Buyer is exempt from sales and use taxes on the
purchase of certain equipment to be incorporated into the Project to the extent
allowed by law. Buyer will provide Seller with an exemption certificate or
information which authorizes tax exempt purchases for this Project. The
Purchase Price shall be adjusted (reduced) for any such exempt taxes.


7. Warranty. Seller warrants that all items or services or both
furnished under this Purchase Order will conform to all samples,
specifications, drawings, proposals, performance guarantees, warranties, and
appropriate standards will be free from defects in material and workmanship.
Seller warrants that all such items and services will conform to all statements
made on the containers or labels for such items or services or both, and that
all items will be adequately contained, packaged, marked and labeled. Seller
warrants that all such items when used and maintained.


In accordance with Seller’s
instructions will be safe and appropriate for the purpose for which items of
that kind are normally used. Seller warrants that such items or services or
both will be fit for the purpose set forth in this Contract. Seller’s warranty
will survive Buyer’s inspection, testing, acceptance and use. Seller’s warranty
runs to Buyer and its successors and assigns. Upon notice from Buyer, Seller
will replace or correct defects of any nonconforming items or services or both,
promptly and without expense to Buyer. If Seller fails promptly to correct
defects in, or to replace, nonconforming items or services or both, Buyer,
after reasonable notice to Seller, may make such corrections or replace such
items and services and charge Seller for the reasonable costs of doing so. All
these obligations will survive the termination of this Purchase Order.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 9 of 12


	


	






The warranties of this
paragraph 7 will continue for a period of twelve (12) months from the date of
Buyer’s initial commercial operation or production using the Seller’s furnished
equipment but not more than eighteen (18) months from the date of delivery of
the equipment (unless Buyer elects to use Seller’s maintenance program in which
even the warranties will continue for twenty-four (24) months from initial
operation but not more than thirty (30) months from the date of delivery)
provided that:


          (a)
the equipment is installed in accordance with Seller’s specifications and
instructions and is used and maintained normally and properly in accordance with
Seller’s instructions as to maintenance and operation, set forth in written
operation and maintenance manuals and instruction sheets furnished by Seller;


          (b)
the equipment is used for processing feed stock consistent with the feed stock
characteristics and using the

utilities and chemicals set forth in Seller’s proposal or elsewhere in this
Contract;


          (c)
the equipment has not been changed without the prior written approval of
Seller;


          (d)
Buyer gives prompt written notice to Seller before the end of the warranty
period specifying all alleged defects in the equipment purchased; and


          (e)
Buyer preserves and turns over to Seller and permits reasonable inspection by
Seller of all allegedly

defective equipment, parts or items and access to the equipment to observe its
startup, operation and maintenance.


This warranty shall not cover
(i) any equipment furnished by Buyer or any third party (other than a
subcontractor of Seller), (ii) any defects arising from corrosion, abrasion,
use of unsuitable lubricants, or negligent attendance or faulty operation,
(iii) ordinary wear and tear, or (iv) any defects caused by errors on the part
of the Buyer in not providing suitable premises in which the equipment is to be
located, adequate foundation works, or adequate protection against influences
within or outside the premises which may affect the equipment, or its
operation. Notwithstanding the warranty set forth above, Seller shall not
warrant any equipment, where the vendor of such equipment (other than Seller
and including, without limitation, the designated Standard Equipment Vendors)
is specified by Buyer, for a period longer than warranted by the vendor.


UNLESS OTHERWISE EXPRESSLY
STATED IN ANY DOCUMENT ATTACHED TO THIS PURCHASE ORDER, THIS WARRANTY OF
MATERIAL AND WORKMANSHIP IS THE ONLY WARRANTY MADE BY SELLER AND IS IN LIEU OF
ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SELLER DISCLAIMS ON BEHALF OF
ITSELF, ITS SUBCONTRACTORS AND SUBSUPPLIERS ANY AND ALL IMPLIED WARRANTIES, INCLUDING,
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A SPECIFIC
PURPOSE (OTHER THAN THE PURPOSE STATED IN THE BUYER’S SPECIFICATIONS OR THIS
CONTRACT), SUITABILITY OR PERFORMANCE. No other promise or affirmation of fact
(including, but not limited to, statements regarding capacity or performance of
the equipment) shall constitute a warranty of Seller or give rise to any
liability or obligation on the part of Seller.


8. Technical Support. Seller shall provide appropriate and
trained technical support throughout the Project and the warranty period as
necessary to ensure proper installation, commissioning, and use of all
equipment and materials purchased by Buyer. Seller shall provide three sets of
operator’s manual, three sets of maintenance manual, and three sets of OEM
manual, and shall provide training to Buyer’s employees or representatives in
the proper operation of the equipment or system.


9. License. Seller warrants that it owns or has the right to use
all intellectual property, technology, and processes, including computer
software, necessary to perform its obligations under this Purchase Order,
including without limitation the manufacture, delivery, installation, and
operation of the plant, equipment, goods, or system for use by Buyer, without
conflict with the rights of others. Seller further warrants that it has the
right to sublicense all intellectual property, technology, and processes to
operate the plant, equipment, goods, or systems and hereby assigns and
transfers to Buyer the right and license to use any such intellectual property,
technology, processes and software, including third-party software or firmware,
used to operate the plant equipment, goods, or system supplied to Buyer other
than Seller’s proprietary software, which Seller licenses Buyer to use solely
for the operation and maintenance of the equipment or system purchased from
Seller under this Purchase Order.


10. Indemnification. Seller will defend and indemnify Buyer
against all damages, liabilities, claims, losses and expenses (including
attorneys’ and witnesses’ fees and litigation costs) to the extent arising or
resulting in any way from any defect in the items or services or both purchased
hereunder or from any negligent or intentional act or omission of Seller and
its agents, employees and subcontractors. This indemnification is in addition
to Seller’s warranty obligations. Buyer shall use, and shall train and require
its employees to use all safely devices, guards, and proper safe operating and
maintenance procedures as prescribed by all applicable laws, rules,
regulations, codes and standards and as set forth in operating and maintenance
manuals and instruction sheets furnished by Seller. Buyer shall not remove or
modify any safety device, guard or warning sign. If the Buyer fails to strictly
observe any of the obligations set forth in the preceding two sentences with
regard to any of Seller’s equipment, Buyer agrees to defend Seller against, and
indemnify and save Seller harmless from, any claim, liability or obligation
(including the costs and attorneys’ fees of any suit or claims related thereto)
incurred by Seller to the extent of persons being injured or property being
damaged directly or indirectly as a result of such failure. Buyer also agrees
to indemnify and save Seller harmless from, any claim, liability or obligation
incurred by Seller to the extent resulting from persons being injured or
property being damaged due to use of Seller equipment for materials or products
not specified in the Purchase Order or use of non-original replacement parts
not specifically authorized in writing by Seller or due to changes in the
Seller equipment made by Buyer without Seller’s specific written authorization.


11. Insurance. Seller will maintain the following insurance coverage,
and agrees that such insurance will not be terminated until the work is
completed and accepted by Buyer.


          (a)
Statutory Workers’ Compensation Insurance, including Employer’s Liability
Insurance with per occurrence coverage of at least $1,000,000.




	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
Biodiesel

01 February 2007

	
Page 10 of 12


	


	






          (b)
Commercial General Liability Insurance, including Contractor’s Protective and
Completed Operations, covering bodily injury and property damage with a
combined single limit of $1,000,000.


          (c)
Commercial Automobile Personal Injury Liability and Property Damage Liability
Insurance covering owned and non-owned vehicles with a combined single limit of
$1,000,000.


          (d)
Excess/Umbrella Insurance, with a limit of $25,000,000 per occurrence and
aggregate.


          (e)
All-Risk insurance. Seller shall obtain and provide, at its sole cost, all-risk
insurance with insurers acceptable to Buyer in the amount of the Total Purchase
Price, naming the Buyer as an additional insured and a loss payee, and
providing for payment to the Seller and Buyer as their respective interests may
appear. The insurance shall protect against all risks until transfer of title
to Buyer.


Seller will furnish upon
request Certificates of Insurance evidencing the above coverages, which shall
provide that such coverages will not be canceled or materially reduced without
thirty (30) days prior written notice to Buyer. Seller will name Buyer as an
additional insured on the Comprehensive General Liability policy. All of the
insurance to be furnished by Seller shall apply as primary insurance without
any right of contribution by any insurance that may be carried by Buyer.


12. Controlled Insurance Program. Buyer is
investigating the implementation of a controlled insurance program, including
the types and limits of insurance coverages, loss control program, and claim
procedures to receive a savings in the overall insurance cost for the Project
and other benefits from a controlled insurance program. Seller agrees to amend
this Purchase Order, including compensation, to participate in a controlled
insurance program if such a program is implemented by Buyer.


13. Patents. Seller will indemnify and hold harmless Buyer and
its agents from any patent or similar proceedings based on items or services or
both sold by Seller hereunder, including, without limitation, claims for
alleged patent or copyright infringement and claims arising from similarity in
design, trademark or appearance of items or services or both furnished
hereunder; provided, however, that such indemnity does not include any
infringement resulting from the use of Seller’s items on Buyer’s particular
products or in connection with Buyers particular process not specified by
Seller. This obligation to indemnify and hold harmless will extend to all
expenses, losses, royalties, lost profits and damages (including, without
limitation, litigation costs, attorneys’ and witnesses’ fees and settlement
payments) resulting from any such suit or proceeding, threatened or brought.
Upon receipt of notice from Buyer, Seller promptly will assume full
responsibility to defend and to resolve any such suit or proceeding brought or
threatened against Buyer and its agents. Seller will notify Buyer in writing of
the selection of counsel for any such suit or proceeding, and will change
counsel upon Sellers receipt, within 3 business days of Buyer’s written notice
specifying Buyer’s good faith reasons for objecting. Buyer, at its option and
expense, may be represented by, and actively participate through, its own
counsel in any such suit or proceeding; Seller’s counsel will cooperate fully
with Buyer’s counsel in such event. All these obligations will survive the
termination of this Purchase Order.


14. Inspection; Rejection. Payment for the
items or services or both will not constitute acceptance of the goods or
services provided by Buyer. Seller will not substitute any items or services or
both without Buyer’s prior written approval. Buyer may count, test and inspect
all items and services furnished hereunder and reject any such items and
services which are in excess of quantities ordered, defective or nonconforming.
All or part of such rejected items may be returned at Seller’s expense,
including, without limitation, all transportation and handling costs. All or
part of such rejected services may be replaced or completed at Seller’s
expense. Nothing in this Purchase Order will relieve Seller from its
obligations of testing, inspection and quality control.


15. Payment. Payment may be withheld, in whole or in part, to
protect Buyer from loss on account of the following: a) defective equipment,
materials, or work of Seller, which is not remedied; b) claims filed by third
parties relating to the Seller’s work on the Project; or c) physical property
damage to the Buyer or another person or entity caused by Seller or Seller’s
subcontractors or material suppliers.


16. Acceptance and Final Payment. Upon final
completion and acceptance of the Seller’s work, Seller shall submit an Invoice
for Final Payment, which shall be accompanied by (a) all manuals or operations
books or similar information, (b) as built drawings of Seller’s work, and (c)
properly executed final lien waiver and release from Seller. Buyer shall make
final payment to Seller within thirty days of receipt of the Invoice for Final
Payment, together will all attachments, and Buyer’s final acceptance, including
commissioning and training.


17. Confidentiality; Buyer’s Property. Seller will consider all
information furnished by Buyer to be confidential and will not disclose any
such information to any other person without Buyer’s prior written consent. All
plans, specifications, and other data furnished by Buyer will remain the
property of Buyer and will be used by Seller only in performing this Purchase
Order. These duties of confidentiality and nondisclosure also extend to
drawings, specifications, and other documents prepared by Seller specifically
in connection with this Purchase Order. Seller will not disclose the fact of
this Purchase Order or any other information relating to it without Buyer’s
prior written consent.


All drawings, notebooks,
operating data, specifications, and other information, data and material
(whether orally disclosed, printed, handwritten, typed, numerically or computer
generated, computer stored, or otherwise) furnished to Buyer by either Seller
or any of its subcontractors or subsuppliers shall remain the proprietary and
confidential property of Seller or the subcontractor or subsuppliers,
respectively, and shall be used by Buyer only with respect to the work covered
by the Purchase Order and the operation, maintenance and repair of the equipment
supplied by Seller under the Purchase Order and shall not be used by Buyer in
connection with any other project or for any other purpose. Such proprietary
and confidential information and data shall not be knowingly shown or otherwise
made available to any third party at any time without Seller’s prior written
consent, nor shall any third party be permitted to reverse engineer, measure or
otherwise technically examine or test Seller’s equipment without Sellers prior
written consent, Any such proprietary and confidential information which Buyer
determines must be disclosed to its employees or others, shall only be
disclosed to its employees or others on a need-to-know basis for the operation,
maintenance, and repair of the equipment provided under
the Purchase Order. Intellectual property or patent rights which may be
obtained on the basis of the information given or made available to Buyer under
the Purchase Order or with
respect to Seller’s equipment shall remain the exclusive property of Seller or
its subcontractor and/or subsupplier respectively.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 11 of 12


	


	






All these obligations will survive
the termination of this Purchase Order. Buyer shall be entitled to specific
enforcement, including injunctive relief, of this provision in any court of
competent jurisdiction.


18. Delays. Either party may delay delivery
and/or acceptance occasioned by causes beyond its control and without its fault
or negligence. At Buyer’s direction, Seller will hold items or services or both
and will deliver them when the cause effecting the delay has been removed, and
in the event of such a delay in performance at Buyer’s direction, Buyer will be
responsible only for Seller’s direct additional costs in holding items or in
delaying performance of services. Seller will not be liable to Buyer for delays
caused by any of Seller’s subcontractors and occasioned by causes beyond the
control of both Seller and its subcontractors, unless the materials or services
were obtainable elsewhere in time for Seller to meet the delivery schedule for
goods or services or both. Seller will notify Buyer in writing within 10 days
after the beginning of any such cause. Causes beyond the control of either
party will include, without limitation government action or failure of the
government to act where such action is required, strike or other labor trouble,
fire, and unusually severe weather.


19. Other Agreements. Buyer will enter into
other Purchase Orders and service agreements in connection with this Project.
Seller agrees to cooperate with and afford other vendors, suppliers, and
contractors reasonable opportunity for the execution of their work and shall
properly connect and coordinate its work and their work. Seller shall be liable
for any physical damage that it, its agents or employees may cause to the
property of any other vendor, supplier, or contractors, and shall hold Buyer
harmless from such damage.


20. Compliance with Laws. Seller will comply
with all federal, state and local laws, rules and regulations applicable to the
performance of this Purchase Order; provided that:


          (a)
if any such federal, state, local or municipal laws, rules, regulations, codes
or standards are changed, or if new laws, regulations, codes or standards or
interpretations thereof are enacted or adopted subsequent to the date of the
Purchase Order, which require a change in Seller’s equipment or work, an
equitable adjustment shall be made to the Purchase Order price, delivery
schedule and payment terms; and


          (b)
Seller does not guarantee any compliance with, nor will Seller incur any
liability for failure of the equipment or work to comply with, any federal,
state or local pollution control, effluent or utility control laws, rules,
regulations, codes or standards; provided, however, that Seller will comply
with any specific equipment emission guarantees which form part of the Purchase
Order.


21. Equal Opportunity Employer. Seller is an
Equal Opportunity Employer in compliance with Executive Order 11246; the
Rehabilitation Act of 1973, Section 503, the regulations at 41 C.F.R. 60-741.4
and Executive Order 11758; the Vietnam Era Veterans Readjustment Assistance Act
of 1974, Section 402 and the regulations at 41 C.F.R. 60-250.4; and Title 38 of
the United States Code, Section 2012, and Executive Order 11701; all as
amended. Unless this Purchase Order is exempted under Section 201 of Executive
Order 11246, as amended, paragraphs (1) through (7) of the Equal Opportunity
Clause in Section 202 of Executive Order 11246, as amended, are incorporated
herein by reference. Seller shall comply with all similar requirements and
obligations imposed by Iowa law.


22. Changes. Buyer, by a signed written order,
may notify Seller of changes in the terms of purchase of the items or services
or both purchased hereunder. If any such changes increase or decrease Seller’s
costs under this Purchase Order or change the date of delivery, the price or
the delivery date or both will be adjusted accordingly, and this Purchase Order
will be so modified in writing. All other modifications to this Purchase Order
may be made only in a writing signed by both parties.


23. Remedies. The rights and remedies reserved in this Purchase
Order are cumulative and additional to all other or further rights and remedies
provided at law, in equity or in this Purchase Order, but are expressly subject
to the limitations and disclaimers of these Standard Terms and Conditions.


24. Insolvency. If any proceeding is started by
or against Seller in bankruptcy, reorganization or insolvency or for the
appointment of a receiver or for any assignment for the benefit of creditors,
Buyer may terminate this Purchase Order without further liability except for
conforming deliveries previously made.


25. Integration. The terms and conditions of
this Purchase Order and all other documents referenced on its face constitute
the entire agreement between the parties.


26. Independent Contractor. Seller, its
subcontractors, employees or agents are independent contractors for all
purposes and at all times. Buyer will incur no responsibility or obligation to
employees, agents, subcontractors or other parties used by Seller to perform
this Purchase Order. Such person or parties will, at all times, remain
employees, agents or subcontractors (whichever is applicable) of Seller. Seller
is solely responsible for payment of wages, salaries, fringe benefits and other
compensation of, or claimed by, Seller’s employees and is responsible for all
payroll taxes. Seller is also solely responsible for compliance with applicable
Workers’ Compensation laws with respect to maintenance of workers’ compensation
coverages on Seller’s employees. Seller will indemnify and defend Buyer from
all claims by any person, government or agency relating to payment of taxes and
benefits, including without limitation, any penalties and interest which may be
assessed against Buyer. Seller will similarly
indemnify and defend Buyer from all claims by any person or governmental agency
which arise directly or indirectly from any failure by Seller to
comply with applicable Workers’ Compensation laws with respect to maintenance
of Workers’ Compensation coverage on Seller’s employees.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












	
 

	
 


	
Summary – Soy Energy
 Biodiesel

	
 


	
01 February 2007

	
Page 12 of 12


	


	






27. General Conditions. The terms and
conditions of this Purchase Order bind Buyer and Seller and their respective
successors and assigns; provided, however, Seller may not assign this Purchase
Order or any moneys due or becoming due to Seller hereunder without the prior
written consent of Buyer. Buyer’s waiver of any term or condition will not
constitute a waiver of any other term or condition or breach. If any part of
this Purchase Order is invalid, the remaining terms and conditions will
continue in full force and effect.


28. Negotiation. The parties will attempt in
good faith to resolve through negotiation any dispute, claim or controversy
arising out of or relating to this Purchase Order. Either party may initiate
negotiations by providing written notice in letter form to the either party,
setting forth the subject of the dispute and the relief requested. The
recipient of such notice will respond in writing within ten days with a
statement of its position on and recommended solution to the dispute. If the
dispute is not resolved by this exchange of correspondence, then
representatives of each party with full settlement authority shall meet at
mutually agreeable time and place within twenty days of the date of the initial
notice in order to exchange relevant information and to attempt to resolve the
dispute. Seller shall continue to perform in accordance with the terms and
conditions of this Purchase Order during the pendency of any dispute, including
arbitration.


29. Binding Arbitration. All claims or disputes between Buyer and
Seller arising out of or relating to this Purchase Order or a breach of this
Purchase Order, shall be decided by arbitration in accordance with the
Construction Industry Arbitration Rules of the American Arbitration
Association. The parties designate New York, New York as the Hearing locale. Any
arbitration arising out of or relating to this Purchase Order may include, by
consolidation, joinder or in any other manner, an additional person or entity
not a party to this Purchase Order, so long as such additional person or entity
is an architect/engineer, contractor/subcontractor, construction manager,
supplier or laborer, or any agent paid directly by Buyer, or is a party to a
contract to furnish goods or perform work or services on the Project or at the
site. Buyer shall be entitled to a court order staying any legal proceedings
brought by Seller to enforce any rights or remedies Seller may have under
federal or state law, including but not limited to state mechanic’s lien laws,
pending the final completion of any arbitration proceeding. The Arbitrator’s
decision, judgment, or award shall be consistent with the remedies provided
herein; provided, however, the Arbitrator may not award punitive damages. The
award rendered by the arbitrator shall be final and binding, and judgment may
be entered upon it in accordance with applicable law in any Court having
jurisdiction. This agreement to arbitrate shall be specifically enforceable in
accordance with applicable law in any court having jurisdiction.


31. Notices. Any notices or formal
communications required by this Purchase Order to be sent to the addresses
below (or such other address as either party may designate in a written notice
to the other party):


Buyer:


Seller:          The
address on the front of the Purchase Order.


All notices shall be sent certified
mail, return receipt requested, or sent via a nationally recognized delivery
service that obtains a signature upon delivery (UPS, Federal Express, etc.).


32. Governing Law. Iowa STATE LAW WILL GOVERN
THIS PURCHASE ORDER, except to the extent such laws would require the
application of the laws of a jurisdiction other than the State of Iowa. 


33. Damages. Notwithstanding any other
provision of this Purchase Order to the contrary:


          (a)
Seller’s and its subcontractors’ and subsuppliers’ aggregate responsibility and
liability, whether arising out of contract or tort or any other legal context
or theory, including negligence and strict liability, under the Purchase Order,
including, but not limited to all claims for breach of any warranty or guarantee,
failure of performance or delay in performance by Seller or performance or
non-performance of the purchased equipment shall not exceed 100% of the
Purchase Order price for the purchased equipment provided however, that this
limitation of liability does not apply to any liability of Seller for (i)
direct damages claimed by Buyer for accidental physical property damage to
Buyer’s property (other than damage to equipment supplied by Seller) or damage
to any product resulting from Seller’s negligence or willful misconduct, or
(ii) damages claimed by third parties for personal injury or accidental
physical property damage caused by Seller’s negligent acts or omissions for all
of which (i) and (ii) Seller will be liable in the aggregate for not more than
$5,000,000.


          (b)
In no event shall either party, or its subcontractors or subsuppliers be liable
in contract or in tort or under any other legal context or theory, including
negligence and strict liability, for any special, indirect, incidental or consequential
damages of any kind or character, including, but not limited to, loss of use of
productive facilities or equipment, costs of product recall, plant downtime,
damage to or loss of product, chemicals, catalysts, feedstock or other raw
materials, loss of revenues or profits or loss under purchases or contracts
made in reliance on the performance or non-performance of the purchased
equipment, whether suffered by Buyer or Seller or any third party, or for any
loss or damage to the extent arising out of the negligence of the other party,
its employees or agents or any third party.


This
limitation shall not apply to restrict or limit any available insurance.


	
 


	
______________________________ Westfalia Separator, Inc.
 ______________________________


	
Addendum A-1












Addendum A-2

Performance Warranty & Testing

Pretreatment Section - Soy Energy


March 12, 2007


The following information forms the basis for performance testing and
certifying the pretreatment section of the Soy Energy facility. 


This information does not apply to the testing and certification of the
Biodiesel section of the facility. For that section, Addendum A-1 is included
in the EPC contract. 


In this document, the term contract value refers to the financial value
of the equipment purchase between Cimbria SKET and Bratney Co. 


In the following, “SELLER”
is defined as Cimbria SKET working in conjunction with its U.S. agent, Bratney
Company. Conversely, “BUYER”
refers to the Soy Energy owner/Board of Directors organization. 


Performance Testing 


As condition for a handing over/taking over of the plant, the SELLER has to carry out a
performance test
of the pretreatment unit. 


For such a performance test, the BUYER
has to provide continuously all necessary raw materials and utilities as listed
in sufficient quality and quantity as to enable the SELLER to carry out the start-up and commissioning of the
pretreatment unit. 


The Performance Test Run has to be carried out over a period of 48
hours during continuous operation of the unit under the direction of the SELLER’s engineers and the presence and
assistance of the BUYER’s
operators and staff. 


The detailed conditions for the Performance Test Run will be agreed to
between both BUYER and SELLER three (3) days in advance and will
be recorded in a separate protocol. 


If the quality, quantity and consumption figures mentioned below are
achieved during the 48 hours continuous operation, the Performance Test will be
declared as fulfilled and both BUYER
and SELLER will sign the
Acceptance Certification within five (5) working days. 


If the Performance test will not meet the requirements under the fault
of the SELLER, the SELLER has the right to repeat the test. 


The time to repeat such a test and other conditions shall be mutually
agreed upon between the BUYER and
the SELLER under consideration of
the actual situation at the plant site. 






The SELLER is obliged to
take all necessary measures to repeat such a Performance Test as quickly as
possible and the BUYER has to give
his support as being necessary for the performance test. 


Performance Warranty and Penalties 


The SELLER shall be liable
for the processing capacity of the unit, the quality of the final products as
well as for the consumption of utilities (total electrical power, total process
steam, total water consumption, total phosphoric consumption, total consumption
of sodium hydroxide) according to listing below under the condition that the BUYER provide sufficient quantity and
quality of vegetable oil and utilities as specified below. 


The Performance Warranty is only valid in connection with the
conditions as mentioned below. 


Should, however, the quality of final products, the processing capacity
and the consumption of utilities not attain required levels, and the SELLER is responsible for that, the SELLER is
obliged to repair or replace at
his choice those parts of the unit which cause the insufficient character of
the unit. 


Should the plant not reach the contracted and guaranteed parameters the
SELLER has to pay liquidated
damages (penalties) as follows: 


	
 

	
 


	
1.

	
Quality of the final products 


	
 

	
 


	
 

	
If the Plant does not reach the contracted quality of the final
 products (technically refined vegetable oil; degummed and deacidified) under
 responsibility of the SELLER,
 the SELLER is obliged to take
 immediately all necessary measures to bring the unit into successful
 operation. 


	
 

	
 


	
 

	
The SELLER is obliged to
 repair or replace at his choice those parts of the Plant which cause the
 insufficient quality of the contracted final product. 


	
 

	
 


	
 

	
The SELLER has to bear
 all costs for the necessary modifications and the SELLER will not get the Acceptance Certificate from BUYER before
reaching the contracted
 final oil quality. 


	
 

	
 


	
 

	
Should the Plant not be able to produce technically refined vegetable
 oil according to the contracted and specified quality as mentioned therein,
 and the SELLER is responsible
 for that fault, then the BUYER
 shall have the right to negotiate with the SELLER
 the conditions to hire a third company to bring the plant into proper
 operation. 


	
 

	
 


	
 

	
Note: Liquidated damages payment may
 be a final recourse. 








	
 


	
Page -2- of 9


	
ADDENDUM A-2












*** Confidential material
redacted and filed separately with the Commission. 


	
 

	
 


	
2.

	
Deficiency in processing capacity for refining 


	
 

	
 


	
 

	
Liquidated damage to be paid by the SELLER
 for non-achievement of the guaranteed processing capacity of *** (accepted
 tolerance *** means minimum acceptable processing capacity is *** tpd)
 feedstock to the unit shall be ***% of the total contract price of the plant
 for each ton of not achieved processing capacity less than *** tpd up to a
 maximum amount of ***% of the total contract value.


	
 

	
 


	
 

	
Should under responsibility of the SELLER
 the processing capacity of the Unit being less than *** tpd, then the SELLER is obliged to repair or to replace
 within *** (***) months the equipment or the process line which cause the
 problem. The SELLER shall bear
 the costs for such measures.


	
 

	
 


	
3.

	
Utility consumption 


	
 

	
 


	
 

	
Should during the performance test run (48 hours) the plant does not
 reach the contracted and guaranteed parameters for consumption of the
 following,








	
 

	
 

	
 


	
 

	
–

	
Total
 electrical power 


	
 


	
 

	
–

	
Total
 process water 


	
 


	
 

	
–

	
Total
 process steam 


	
 


	
 

	
–

	
Total
 phosphoric acid 


	
 


	
 

	
–

	
Total sodium
 hydroxide








	
 

	
 


	
 

	
the SELLER has to pay
 liquidated damages (penalties) as follows: 


	
 

	
 


	
 

	
In case of higher consumption figures for the above mentioned
 utilities over a tolerance of +/-5% (valid for each of the above mentioned
 utilities), and as stated below, the SELLER
 shall pay to the BUYER
 liquidated damages. 


	
 

	
 


	
 

	
The value of these liquidated damages shall be calculated as the
 absolute total extra costs related to one year operation. 


	
 

	
 


	
 

	
The liquidated damages shall be paid as one single payment only. 


	
 

	
 


	
 

	
If the consumption figures in aggregate are favorable to the BUYER, then SELLER will be
paid 50% of this annual savings as a
 “Performance Bonus” 


	
 

	
 


	
 

	
The costs for increased consumption and the profit for decreased
 consumption of the above listed utilities shall be balanced against each
 other. The cost of these individual materials and utilities on a per unit
 basis will be agreed to by both SELLER
 and BUYER prior to the test. 








	
 


	
Page -3- of 9


	
ADDENDUM A-2












	
 

	
 


	
 

	
Only when this balance calculation results in extra costs, the BUYER shall have the right to
claim from
 the SELLER the payment of those
 extra costs related to one year of operation as liquidated damages. 


	
 

	
 


	
 

	
In order to calculate the costs, the actual market prices for the
 utilities on the day of the performance test shall be used. 


	
 

	
 


	
 

	
The costs for increased consumption and the profit for decreased
 consumption of utilities or a higher production rate of refined oil can be
 balanced against each other. 


	
 

	
 


	
 

	
The total amount of liquidated damages to be paid by the SELLER to the BUYER for
deficiency in processing capacity and in utility
 consumption is limited to a maximum amount of 5% of the total contract price.
 


	
 

	
 


	
 

	
If the SELLER has paid
 liquidated damages according to this Addendum to the BUYER, or in case a successful
 Performance Test Run should not be possible due to reasons not attributable
 to the SELLER within six (6)
 months after the completion of erection, latest however within 22 months
 after the Beginning of Performance of the Contract, the plant shall be
 considered as accepted and the Acceptance Certificate shall be issued. 


	
 

	
 


	
 

	
The Acceptance Certificate will have to be signed in all of before
 mentioned cases within five (5) days. 





Conditions for the Validity of the
Performance Warranty 


The
Performance Warranty as given by the SELLER
for the unit is only valid when all of the below mentioned conditions
have been fulfilled: 


	
 

	
 


	
A)

	
The equipment for the process line has been supplied by the SELLER. The locally supplied portion
of
 the unit and the side systems to be delivered under the responsibility of the
 BUYER has been checked by the SELLER and has been found in conformity
 with the conditions and stipulations in this contract. 


	
 

	
 


	
B)

	
The quality and quantity of the feed material meets all of the below
 mentioned parameters of the crude oil specification listed below and enables
 a continuous and uninterrupted operation of the unit. 


	
 

	
 


	
C)

	
The quality and quantity of the utilities meets the specification
 listed below and enables a continuous and uninterrupted operation of the
 unit. 


	
 

	
 


	
D)

	
The erection works of the unit have been supervised by the
 specialized engineers of the SELLER.








	
 


	
Page -4- of 9


	
ADDENDUM A-2












*** Confidential material
redacted and filed separately with the Commission. 


	
 

	
 


	
E)

	
The
 direction of commissioning of the erected unit has been carried out by the
 engineers of the SELLER and with
 support of educated and experienced staff of the BUYER. The staff of the BUYER
 has to follow and carry out all instructions as given by the specialists of
 the SELLER.


	
 

	
 


	
F)

	
The project
 conditions at the time of signing the contract have not been changed or the BUYER has informed the SELLER about
changes/modifications with
 the acceptance of the SELLER.





The Performance Warranty (quality, capacity, consumption of electrical
power, process water, process steam, sodium hydroxide, phosphoric acid) becomes
automatically null and void if one of the above mentioned conditions have not
been fulfilled and the BUYER is
responsible for that. 


In principle, the operation of the plant with other types of crude
vegetable oils and utilities not in conformity with the types mentioned in this
contract is possible, but only under the condition that the SELLER will not be held responsible for any
faults or damages of the unit. 


Specification of Feed Materials used for
Performance Tests 


The unit
design allows the processing of max. ***
tpd of crude soybean oil 


Crude/water degummed soybean oil (usual in
trade) quality

As basis for process guarantee and plant performance testing


	
 

	
 

	
 


	
Temperature

	
 

	
Above ***° C

 (***° F)


	
Pressure

	
 

	
*** - ***
 bar g


	
Free fatty
 acids

	
 

	
max. ***%


	
Phosphatides

	
 

	
max. *** ppm
 (as P)


	
MIU

	
 

	
max. ***%


	
Polymere
 content

	
 

	
max. ***%


	
Solvent
 content (hexane)

	
 

	
max. *** ppm
 (measured as flash point)


	
Closed up
 flash point

	
 

	
up to ***°C
 (Pensky-Martin method)


	
Filterable
 solid matter

	
 

	
max. ***%
 (by weight)


	
Total
 sulphur content

	
 

	
£ *** ppm


	
Soap content

	
 

	
£ *** ppm


	
Wax content

	
 

	
non
 detectible


	
Peroxide
 value

	
 

	
max. ***
 meq/l


	
Oxidation
 stability

	
 

	
min. *** h


	
Liquid at
 ***°C

	
 

	
 








	
 


	
Page -5- of 9


	
ADDENDUM A-2












*** Confidential material
redacted and filed separately with the Commission.


Fatty Acid Composition (typical for soybean
oil with a tolerance of +/- 5% related to each content) 


	
 

	
 

	
 


	
C 16:0

	
 

	
*** - ***%


	
C 18:0

	
 

	
*** - ***%


	
C 18:1

	
 

	
*** - ***%


	
C 18:2

	
 

	
*** - ***%


	
C 18:3

	
 

	
*** - ***%


	
C 20:0

	
 

	
*** - ***%


	
C 20:1

	
 

	
*** - ***%





Animal fats (such as tallow) may be processed
successfully by the unit (not used as a basis for performance testing or
process warranty certification). Acceptable quality limits of such materials
are: 


	
 

	
 

	
 


	
Temperature

	
 

	
above ***°C
 (***°F)


	
Pressure

	
 

	
*** - *** bar
 g


	
Free fatty
 acids (ffa-content)

	
 

	
£
  ***%


	
Phosphatides

	
 

	
£
  *** ppm (as P)


	
Insoluble
 impurities

	
 

	
*** - ***%


	
Moisture and
 volatile matters

	
 

	
*** - ***%


	
Unsaponifiables

	
 

	
*** - ***%


	
Total
 sulfate content

	
 

	
£
  ***% (by weight)


	
Soap
 content:

	
 

	
£
  *** ppm


	
Polymere
 content

	
 

	
£
  ***%


	
Filterable
 solid matter

	
 

	
£
  ***% (by weight)


	
Total
 sulphur content

	
 

	
£
  *** ppm


	
Peroxide
 value

	
 

	
£
  *** meq/l


	
Iodine value

	
 

	
*** - ***


	
Oxidation
 stability

	
 

	
3
  *** h








	
 


	
Page -6- of 9


	
ADDENDUM A-2












*** Confidential material
redacted and filed separately with the Commission. 


Typical fatty acid composition (for tallow
with a tolerance of +/- 5% related to each content) 


	
 

	
 

	
 

	
 

	
 


	
- C-14-0

	
 

	
(Myristic)

	
 

	
***%


	
- C-14-1

	
 

	
(Myristoleic)

	
 

	
***%


	
- C-16-0

	
 

	
(Palmitic)

	
 

	
***%


	
- C-16-1

	
 

	
(Palmitoleic)

	
 

	
***%


	
- C-17

	
 

	
(Margaric)

	
 

	
***%


	
- C-18-0

	
 

	
(Stearic)

	
 

	
***%


	
- C-18-1

	
 

	
(Oleic)

	
 

	
***%


	
- C-18-2

	
 

	
(Linoleic)

	
 

	
***%


	
- C-18-3

	
 

	
(Linolenic)

	
 

	
***%


	
- C-20-0

	
 

	
(Arachidic)

	
 

	
***%


	
-
 unsaturated/saturated ratio

	
 

	
 

	
 

	
***%





The processing of other types of oil is
possible but in this case the specification of the degummed oil and the
consumption of utilities will change.


Final Products - Final Vegetable Oil Quality 


The refining unit is capable of producing in regular continuous
operation degummed and deacidified oils/fats in a quality as listed below 


	
 

	
 

	
 

	
 

	
 


	
- ffa
 content

	
 

	
max ***%

	
 

	
 


	
-
 phosphatides

	
 

	
max. *** ppm
 (as

 P)

	
 

	
The quality
 analysis has to be carried out by an official laboratory and according to the
 official AOCS methods; otherwise the result of the analysis is not acceptable
 and not binding for the process guarantee. SELLER
 is able to use certified labs outside the


	
- moisture

	
 

	
max. ***%

	
 


	
- peroxide
 value

	
 

	
max. ***
 meq/kg

	
 


	
- impurities

	
 

	
max. ***%

	
 


	
provided
 process unit lab as needed.

	
 

	
 

	
 

	
 





This ‘refined’
oil is thus suitable for use as a feedstock into the Biodiesel unit. 


Utilities Specifications 


Proper operation of the pretreatment unit is contingent on utilities as
listed below being supplied by SELLER
and BUYER (in the case of steam)
in the required quality and quantities. 


	
 


	
Page -7- of 9


	
ADDENDUM A-2












*** Confidential material
redacted and filed separately with the Commission.


	
 

	
 

	
 

	
 

	
 


	
Steam (saturated, dry)

	
 

	
pressure

	
 

	
*** bar g
 for vacuum systems


	
 

	
 

	
pressure

	
 

	
*** bar g
 for process steam


	
 

	
 

	
to be free
 from solid matter

	
 

	
 


	
 


	
Electric power

	
 

	
3 phase AC

	
 

	
 


	
 

	
 

	
service
 voltage:

	
 

	
***


	
 

	
 

	
admissible
 variations:

	
 

	
voltage:
 ***%


	
 

	
 

	
 

	
 

	
frequency
 ***%


	
 


	
Treated water

	
 

	
fresh water
 (city water)

	
 

	
 


	
 

	
 

	
degree of
 hardness:

	
 

	
max. ***° dH
 (hardness stabilized)


	
 

	
 

	
pH value:

	
 

	
*** - ***


	
 

	
 

	
pressure:

	
 

	
*** bar
 (abs.)


	
 


	
Cooling water

	
 

	
temperature
 (to Plant)

	
 

	
***° F (max.
 ***° F)


	
 

	
 

	
temperature
 (from Plant)

	
 

	
***° F (max.
 ***° F)


	
 

	
 

	
temperature
 increase

	
 

	
*** K


	
 

	
 

	
supply
 pressure

	
 

	
min. *** bar


	
 

	
 

	
carbonate
 hardness

	
 

	
< ***° dH
 equal to


	
 

	
 

	
 

	
 

	
< *** mg
 ***


	
 

	
 

	
total salt
 content

	
 

	
< ***
 mg/l


	
 

	
 

	
chloride
 content

	
 

	
< ***
 mg/l


	
 

	
 

	
pH value

	
 

	
*** - ***


	
 

	
 

	
clean,
 without contamination, free

	
 

	
 


	
 

	
 

	
from solid
 matter and sediments

	
 

	
 


	
 


	
Softened water

	
 

	
Total
 hardness

	
 

	
max. ***° dH


	
 

	
 

	
pH value

	
 

	
neutral


	
 

	
 

	
temperature

	
 

	
approx. ***°
 F


	
 

	
 

	
pressure

	
 

	
min. *** bar


	
 

	
 

	
to be free
 from solid matter

	
 

	
 


	
 


	
Instrument air

	
 

	
pressure

	
 

	
min. *** bar


	
 

	
 

	
particle
 size

	
 

	
max. *** μm


	
 

	
 

	
particle
 density

	
 

	
max ***
 mg/Nm3


	
 

	
 

	
oil content

	
 

	
max ***
 mg/Nm3


	
 

	
 

	
dew point

	
 

	
***° F


	
 


	
Sodium hydroxide

	
 

	
Technical
 quality, liquid

	
 

	
*** - ***
 weight % to dosing system


	
 


	
Phosphoric acid

	
 

	
Technical
 quality, liquid

	
 

	
*** or ***
 weight % to dosing system


	
 


	
Citric acid

	
 

	
Technical
 quality, liquid

	
 

	
*** - ***
 weight % to dosing system


	
 


	
Thermal oil

	
 

	
Type:
 Marlotherm or equivalent

	
 

	
 





Consumption of Utilities 


All
consumption figures of utilities have to be understood as average values
(tolerance +/- ***%) at continuous uninterrupted operation of the plant with
one and the same feedstock and constant and equal supply of the utilities. 


	
 


	
Page -8- of 9


	
ADDENDUM A-2 












*** Confidential material
redacted and filed separately with the Commission. 


The specification of feedstock and utilities has to meet the
characteristics as mentioned in this Addendum. 


Higher and lower actual feedstock and utility consumption figures may
be offset each other in terms of value. 


Trouble and/or adverse effects incurred because of BUYER’s failure to supply feedstock and
utilities to the specifications as given therein shall not be covered by
suppliers’ warranty. 


Crude Oil Pre-treatment Plant/Refining Plant
(max. *** tpd crude oil)

Consumption figures of utilities referred to *** mton of crude oil 


FLEX Degumming Unit (Water and Acid Degumming
and Drying) 


	
 

	
 

	
 


	
-steam (4 bar)

	
 

	
max. *** kg


	
-phosphoric acid (85%)

	
 

	
max. *** -
 *** kg


	
-caustic soda (50%)
(in case of partial
 neutralization only)

	
 

	
max. *** -
 *** kg


	
-caustic soda (50%)
(in case of complete
 neutralization only)

	
 

	
max. *** kg


	
-citric acid (50%)

	
 

	
max. *** kg


	
-process water (softened water)

	
 

	
max. *** kg


	
-wash water (softened water)

	
 

	
max. *** kg


	
-control water (softened water)

	
 

	
max. *** kg


	
-electric power

	
 

	
approx. ***
 kWh








	
 

	
 

	
 


	
Distillative Deacidification and Deodorizing (Physical Refining)


	
 


	
-steam
 (stripping steam)

	
 

	
max. *** kg


	
-electric
 power

	
 

	
approx. ***
 kWh








	
 

	
 

	
 


	
Vacuum plant

	
 

	
 


	
 


	
- steam for
 booster section for deacidification

	
 

	
max. *** kg


	
-electric
 power

	
 

	
approx. ***
 kWh








	
 


	
Page -9- of 9


	
ADDENDUM A-2












	
 


	
Addendum B 


	
 


	



	
 


	
Soy Energy, LLC 


	
Marcus, Iowa 


	
Project Scope 


	
June 8, 2007 








	
 

	
 

	
 

	
 


	
1. Overview:


	
 


	
 

	
 

	
The Ken Bratney Company of Des Moines will construct
 a 30 Million gallon per year Biodiesel facility near Marcus, IA, for Soy
 Energy, LLC. Working in conjunction with The Ken Bratney Company, will be
 technology and equipment providers Cimbria-SKET of Magdeburg, Germany, and
 the Westfalia Separator Companies of Northvale, NJ, and The Baker Group of
 Des Moines. This facility will be fed
 unrefined and refined vegetable oils, and will produce a Biodiesel product
 for sales. The facility will produce
 several saleable co-products such as glycerine, acid oil, and recovered FFA.
 The Soy Energy organization has elected to contract with another provider for
 a pellet fired steam boiler for the facility. The building structure will be installed by The Ken Bratney
 Company. The Ken Bratney Company project scope will be performed as EPC
 (Engineer, Procure, Construct).


	
 

	
 

	
 


	
2. Location:


	
 


	
 

	
 

	
The facility will be constructed East of Marcus,
 Iowa north of State Highway 3 and north of the Canadian National rail line.
 The site is currently being farmed as agricultural land.


	
 

	
 

	
 


	
3. Plant Functionality:


	
 


	
 

	
 

	
The facility will be designed to produce 30 Million
 gallons per year of B100 Biodiesel meeting ASTM 6751 and EU14214 quality
 specifications utilizing soybean oil, canola oil, palm oil, corn oil, or
 animal fat (with specific characteristics). Designed production from the
 facility is based upon operation of the plant for a minimum of 330 days per
 year.


	
 

	
 

	
 


	
4. The process will consist of the
 following process units:


	
 


	
 

	
 

	
-

	
CD Plus process (Transesterification)


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Glycerin Water Treatment


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Methanol recovery


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Glycerin Evaporation (Concentration of glycerin to
 80+% purity)


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Process Water Circulation System


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Feed stock pretreatment (de-gumming and
 deacidification) 












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 2 of 10

	
Revision #01








	
 

	
 

	
 

	
 


	
 

	
 

	
Two outside tank farms will serve the process and
 these tank farms will have earthen and concrete containment to contain the
 liquids in the event of a tank spill. The two tank farms are separated into
 tank farm #1, which will contain methanol and sodium methylate and tank farm
 #2, which will contain feed stock oil, in-process materials, glycerin and
 finished Biodiesel.


	
 

	
 

	
 


	
5. Site Logistics:


	
 

	
 


	
 

	
 

	
The Ken Bratney Company will do final engineering
 for the site. This will include the overall site development engineering, the
 rail siding engineering, paving design, and location of all buildings on the
 site. The Ken Bratney Company will do
 the final engineering for the wastewater system as an allowance. Separation
 of the final documents into bid packages for bidding and contract award will
 be the responsibility of The Ken Bratney Company.


	
 

	
 

	
 


	
 

	
 

	
Materials will move in and out of this site by truck
 and rail. Rail un-loading will occur at one spot and rail loading will occur
 at one spot. Truck loading will occur at one spot and truck unloading will
 occur at two spots with a separate unloading spot for chemicals in a remote
 location.


	
 

	
 

	
 


	
 

	
 

	
Methanol will be unloaded by rail on the
 rail-unloading spur at a single spot, or by truck at a remote location with
 self-pumping capabilities. Methanol
 will be pumped from these areas to the methanol tank farm.


	
 

	
 

	
 


	
 

	
 

	
Process chemicals (acids, bases) will be unloaded
 from trucks immediately adjacent to the chemical storage area located in tank
 farm #2.


	
 

	
 

	
 


	
 

	
 

	
Animal fat and other vegetables will be stored in
 large diameter storage tanks prior to being fed to the process and converted
 to Biodiesel.


	
 

	
 

	
 


	
 

	
 

	
Several of the tanks will require heating, which
 will be done by steam coils inside the tank. 


	
 

	
 

	
 


	
6. Utilities required:


	
 

	
 


	
 

	
 

	
The Ken Bratney Company will perform final
 engineering for the site utilities. Installation of site utilities to within
 5’-0” of the facility entrance point will be by Soy Energy. The Ken Bratney
 Company will furnish and install underground utilities from the entrance
 point provided by the owner to the appropriate building. 


	
 

	
 

	
 


	
 

	
 

	
This site will need the following utilities as
 inputs:






	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Natural gas


	
 

	
 

	
 


	
 

	
 

	
-

	
Electricity


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Water













	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 3 of 10

	
Revision #01








	
 

	
 

	
 

	
 


	
 

	
 

	
The local gas Companies will provide natural gas
 connection complete with meter to within 5’-0” of the boiler room.


	
 

	
 

	
 


	
 

	
 

	
Soy Energy is
 responsible for electrical primary service to the primary transformer,
 including the transformer pad in locations noted by The Ken Bratney Company.
 Multiple transformers will service the plant and a separate transformer will
 service the fire pump. The fire pump
 transformer must have a separate electric service with direct connection to
 the utility.


	
 

	
 

	
 


	
 

	
 

	
Electrical supply to the site requires 3 phase, 60
 cycle, 480 volt secondary from the main transformer furnished by the local
 utility company. The electrical
 contractor (The Ken Bratney Company’s responsibility) will provide
 underground service from a high voltage switch (supplied by The Ken Bratney
 Co.) to the primary side of the transformers and from the secondary side of
 the transformers to the motor control center switch panels. This will further
 include power switching gear, motor control center and a backup power (UPS)
 system as required for the operation of the control system. Electrical
 service for the office will come from the main MCC switch panel and go
 underground to the office (by The Ken Bratney Company).


	
 

	
 

	
 


	
 

	
 

	
The rural water district will supply potable water
 to within 5’-0” of the Boiler Building.
 Extension of the water service from the entrance point to the water
 treatment system will be the responsibility of The Ken Bratney Company.


	
 

	
 

	
 


	
7. Facility
 Structures:


	
 

	
 


	
 

	
 

	
The Facility Structures are to
 include all necessary foundations for the respective buildings.


	
 

	
 

	
 


	
 

	
 

	
Process Building (by The Ken
 Bratney Company)


	
 

	
 

	
 


	
 

	
 

	
The base process building will house the Biodiesel
 Process. This building is a structural steel framed structure (hot dip
 galvanized) with insulated sandwich wall panels, pre-engineered roof purlins
 and wall girts fabricated from galvanized sheet stock, metal sheeting and
 vinyl-reinforced insulation in the roof.
 The structure is approximately 50’ wide x 95’ long x 80’ tall. The grade level will be concrete on grade
 with the intermediate levels structural steel with bar grating. The structure
 under the separators will be a concrete over steel framing. This building
 will have fire sprinklers at each level. Two fire exit stairwells will
 provide access to each level of the structure with exits at grade direct to
 the outside.


	
 

	
 

	
 


	
 

	
 

	
The process building will housing the refining
 (de-gumming and deacidification) process and the Biodiesel process (equipment
 handling methanol), is a structural steel framed structure (hot dip
 galvanized) with insulated sandwich wall panels, pre-engineered purlins and wall girts fabricated from galvanized sheet
 stock, metal sheeting and vinyl-reinforced insulation in the roof. The entire process building will be
 designed per “explosion proof” construction and electrical codes.












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 4 of 10

	
Revision #01








	
 

	
 

	
 


	
 

	
 

	
The building will include all lighting to meet
 applicable construction codes.


	
 

	
 

	
 


	
 

	
 

	
The building will be equipped with sensors for
 methanol detection at grade level floor of the process building or as
 required by applicable codes. These sensors will indicate/alarm in the
 control room and will cause the plant computer control system to make
 preventative measures, up to shutting down the plant.


	
 

	
 

	
 


	
 

	
 

	
The process building will have the perimeter walls
 raised above the grade level floor to allow any spill or water to be
 contained inside of the building.


	
 

	
 

	
 


	
 

	
 

	
The building will be equipped with a fire alarm
 system. A variance will be required
 from the State Fire Marshall for the height of the building. The inclusion of the Fire Alarm System
 should help with approval of this variance.


	
 

	
 

	
 


	
 

	
 

	
Process Control Office/Main MCC
 Building (by The Ken Bratney Company) will be a two-story building, 50’
 wide x 50’ long x 36’(approximate) short side eave, will house the electrical
 motor control center and switch gear room on the ground floor and the control
 room, employee restroom, laboratory including laboratory equipment and
 utility space on the second floor. 


	
 

	
 

	
 


	
 

	
 

	
The floor at grade will be concrete slab on grade.
 The second level floor will be a concrete floor on structural steel support
 grid and metal deck.


	
 

	
 

	
 


	
 

	
 

	
Boiler Building (by The Ken Bratney
 Company) will be a
 single story, pre-engineered metal building approximately 102’ wide x
 107’ long x 40’ (approximate) low side eave and will have a full height
 concrete block 4-hour rated divider wall between the boiler room and the
 process building. The grade level floor will be concrete. Below grade the
 biomass boiler feed system will utilize trenches. This building may be
 separated away from the process building by 15’ for constructability and code
 purposes. The Ken Bratney Company
 will require final engineered drawings showing the biomass feed system as
 well as the biomass boiler layout prior to engineering of this building.


	
 

	
 

	
 


	
 

	
 

	
Truck receiving/Load out Building
 (by The Ken Bratney Company) will be an open sided, three bay wide, pre-engineered building 30’
 wide x 83’ long x 24’ (approximate) short side eave. This building will cover the truck loading
 and unloading operations.


	
 

	
 

	
 


	
 

	
 

	
Truck and Rail Control Room/MCC
 Room (by The Ken Bratney Company) will be a concrete block building 13’ wide x 35’ long x 12’ tall (approximate).
 The floor at grade will be concrete and the roof will be a concrete
 roof on a structural support grid. This MCC room will also serve the tank
 farm.












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 5 of 10

	
Revision #01








	
 

	
 

	
 

	
 


	
 

	
 

	
The Fire Pump House (by The Ken Bratney Company) will be a pre-engineered metal building
16’ wide x 20’ long x 12’ (approximate) low side eave. The floor at
grade will be concrete. The pump house will enclose an electric powered fire
water pump. 


	
 

	
 

	
 


	
 

	
 

	
Administration Office / Maintenance Building (by The
Ken Bratney Company) will be approximately 5,400 square foot single story,
pre-engineered building. This structure will be at grade and will have a
concrete floor. The office may include: 


	
 

	
 

	
 


	
 

	
 

	
•

	
Reception area 


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Men and women’s locker rooms


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Offices


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Break room


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Conference room


	
 

	
 

	
 

	
 


	
 

	
 

	
•

	
Equipment room


	
 

	
 

	
 

	
 


	
8. Process Equipment:


	
 


	
 

	
 

	
The Ken Bratney Company, Cimbria Sket and Westfalia
 will provide the process equipment.


	
 

	
 

	
 


	
 

	
 

	
The Ken Bratney Company will erect all equipment in
 the process structure.


	
 

	
 

	
 


	
 

	
 

	
Piping of the process equipment and utilities,
 instrumentation mounting and wiring will be the responsibility of the Baker
 Group of Des Moines, IA, a strategic partner of The Ken Bratney Company.


	
 

	
 

	
 


	
 

	
 

	
Tanks located in the tank farms will be provided and
 installed by The Ken Bratney Company. These tanks will include appropriate
 foundations, piping, pipe insulation, tank insulation and painting as
 required. Tanks will be constructed of stainless steel and carbon steel to
 meet API 650 Code. Non-insulated
 stainless steel tanks will not be painted. Tanks that are heated will also be
 insulated. Pipe racks will be furnished as required from the rail loading and
 un-loading to the tank farm and from the tank farm into the process building. Pipe racks will also service the truck
 loading and unloading area as required and pipe racks will be sized for
 future four (4) 6” lines.


	
 

	
 

	
 


	
 

	
 

	
The Ken Bratney Company will construct the tank farm
 containment for the tanks. Containment will include the earthen berms, the
 containment walls, stabilized containment floors, finished surface gravel
 inside the containment dikes and final grading after erection of the field
 built tanks. One end of the
 containment dike will be left open to grade for access to construct the field
 build tanks. Tank foundations (by The Ken Bratney Company) will be
 constructed after the tank farm containment is completed.


	
 

	
 

	
 


	
 

	
 

	
All pressure vessels will be constructed to meet
 ASME as a minimum. Some vessels will be constructed in Germany per comparable
 German code and the ASME code.












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 6 of 10

	
Revision #01








	
 

	
 

	
 


	
 

	
 

	
As many of the pumps, valves, fittings, and
 instruments as possible will be purchased in the U.S. of performance quality
 equal to, or better than, comparable products available in Germany.


	
 

	
 

	
 


	
 

	
 

	
All equipment and construction will have a minimum
 of a one-year mechanical warranty in force. 


	
 

	
 

	
 


	
 

	
 

	
Process piping will be specified, procured,
 installed and tested per ANSI B31-1 or ANSI B31-3 codes.


	
 

	
 

	
 


	
9. Electrical / Instrumentation /
 Plant Control Features:


	
 


	
 

	
 

	
Electrical equipment for the Biodiesel process
 building will be specified and installed in accordance with the National
 Electric code (NEC), Class 1, Division 2. (explosion proof)


	
 

	
 

	
 


	
 

	
 

	
All equipment will be electrically grounded and
 bonded.


	
 

	
 

	
 


	
 

	
 

	
Motor control centers (MCC’s) and I/O-PCL rooms will
 be climate controlled and equipped with smoke detectors.


	
 

	
 

	
 


	
 

	
 

	
The PLC software and graphics will be Allen-Bradley
 based.


	
 

	
 

	
 


	
10. Fire Prevention:


	
 


	
 

	
 

	
This facility is governed by fire codes (NFPA) and
 building codes (i.e. State of Iowa). Engineered, stamped final drawings will
 be required to be submitted to the State Fire Marshall for review prior to
 installation of the fire protection system. Fire protection design will be
 the responsibility of The Ken Bratney Company and will utilize the demand
 requirements for all buildings in the system design. The Ken Bratney Company will provide fire
 sprinklers required within the structures. 


	
 

	
 

	
 


	
 

	
 

	
A preconstruction design review will be made with
 the owner’s representative, Soy Energy’s insurance representative, the fire
 protection engineering and/or construction firm and The Ken Bratney Company.


	
 

	
 

	
 


	
 

	
 

	
The facility will be equipped with a fire water
 supply tank, pump, underground fire loop and distribution system to all the
 buildings with the exception of the process control room and the electrical
 room. The electrically powered fire pump will supply firewater to the system
 from the on-site water storage tank. 












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 7 of 10

	
Revision #01








	
 

	
 

	
 

	
 

	
 


	
11. Project Support:


	
 


	
 

	
 

	
The Ken Bratney Company expects to provide the
 following construction and start-up support for the process equipment to the
 project:


	
 

	
 

	
 


	
 

	
 

	
-

	
Full time on-site construction superintendent and
 Construction Manager


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Site safety coordinator


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Construction and start-up support by Westfalia staff
 (on site)


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Assist owner in training of plant staff in process
 and safety systems


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Providing the client a documented quality system
 (BQ-9000) that will initiate quality control from start-up


	
 

	
 

	
 

	
 


	
 

	
 

	
-

	
Assist plant staff in commissioning all equipment
 and initiating production (The Ken Bratney Company, Cimbria-Sket and
 Westfalia Process Engineers) 


	
 

	
 

	
 

	
 


	
12. Plant Auxiliary systems: 


	
 


	
 

	
 

	
The Baker Group will furnish and install the boiler
 steam piping from the steam header supplied by Soy Energy (located in the
 boiler room) to the process.


	
 

	
 

	
 


	
 

	
 

	
A boiler system complete through to the steam header
 will be provided by Soy Energy in a building constructed by The Ken Bratney
 Company.


	
 

	
 

	
 


	
 

	
 

	
Condensate return piping from the process users back
 to a receiver in the boiler building will be made by Baker Group and the
 receiver will be furnished by Soy Energy.


	
 

	
 

	
 


	
 

	
 

	
Cooling tower and circulating water systems (pumps
 and piping) for the process (by Baker Group).


	
 

	
 

	
 


	
 

	
 

	
Air compressor(s) and associated air dryers to
 provide “working air” and “instrument air for plant use (by Baker Group).


	
 

	
 

	
 


	
 

	
 

	
Liquid nitrogen storage tank, vaporizer and liquid
 nitrogen supply (by Soy Energy). The
 Ken Bratney Company will furnish foundations for the nitrogen tank and the
 nitrogen vaporizer.


	
 

	
 

	
 


	
 

	
 

	
Liquid nitrogen distribution piping from the
 nitrogen vaporizer to the process equipment and to the tank farm (by Baker
 Group).


	
 

	
 

	
 


	
13. Drawings for Contract Include:


	
 


	
 

	
 

	
FD- 001.0

	
Index Flow Diagram


	
 

	
 

	
 

	
 


	
 

	
 

	
 C - 001.0

	
Overall Site Plan and Tank Schedule


	
 

	
 

	
 

	
 


	
 

	
 

	
GA-201.0

	
Truck Receiving Grade Level Plan


	
 

	
 

	
 

	
 


	
 

	
 

	
GA-202.0

	
Truck Receiving Sections


	
 

	
 

	
 

	
 


	
 

	
 

	
GA-251.0

	
Rail Load and Unload Grade Level Plan










	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 8 of 10

	
Revision #01








	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-255.0

	
Rail Load and Unload Sections

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-271.0

	
Rail Methanol Unload Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-301.0

	
North Half Tank Farm Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-302.0

	
South Half Tank Farm Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-303.0

	
Methanol Tank Farm Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-401.0

	
Process Building Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-402.0

	
Process Building Second Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-403.0

	
Process Building Third Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-404.0

	
Process Building Fourth Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-411.0

	
Process Building South Stair Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-412.0

	
Process Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-413.0

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-414.0

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-415.0

	
Process Building North Stair Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-416.0

	
Process Building and Control Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-501.0

	
Control Building Plans

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-601.0

	
Bio-Mass Boiler Building Lower Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-602.0

	
Bio-Mass Boiler Building Grade Level Plan

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-611.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-612.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-613.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-614.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-615.0

	
 

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-616.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-617.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-618.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
GA-619.0

	
Bio-Mass Boiler Building Section

	
 


	
 

	
 

	
 

	
 

	
 


	
 

	
 

	
 


	
Items
 furnished by The Ken Bratney Company that may not be listed above will
 include:

	
 


	
 

	
 


	
 

	
1.

	
Piping & valving (material and labor) in the
 Process Plant


	
 

	
 

	
 


	
 

	
2.

	
Instrument wiring in the Process Plant


	
 

	
 

	
 


	
 

	
3.

	
Pump setting and wiring in Process Plant


	
 

	
 

	
 


	
 

	
4.

	
Insulation of piping and vessels as required in the
 Process Plant


	
 

	
 

	
 


	
 

	
5.

	
Utility (water, air, steam, nitrogen) process design
 information


	
 

	
 

	
 


	
 

	
6.

	
Inventory record keeping, freight, and unloading of
 Bratney furnished materials and equipment.


	
 

	
 

	
 


	
 

	
7.

	
Engineer, supply and install the in-bound water
 treatment for use in the process, cooling tower and the boiler system. The Ken Bratney Company will be
 responsible for connection from the treated water supply to within 5’ of the
 boiler system. Space will be required
 in the boiler building for the treatment system.


	
 

	
 

	
 


	
 

	
8.

	
The Building Fire alarm system design. Installation
 of the fire alarm system within the buildings furnished by The Ken Bratney
 Company.


	
 

	
 

	
 


	
 

	
9.

	
Rail design and final engineering including
 submittal to the railroad for final approval. 












	
 

	
 


	
Soy Energy, LLC

	
06/19/2007


	
Page 9 of 10

	
Revision #01








	
 

	
 

	
 


	
 

	
10.

	
Fire pump system for the complete site including:
 the fire pump house, fire water storage tank, underground fire loop, system
 design, submittal to the state Fire Marshall to make this a complete and
 approved system. 


	
 

	
 

	
 


	
 

	
11.

	
Final site landscaping, seeding and sodding is
 included as an allowance of $10,000.


	
 

	
 

	
 


	
 

	
12.

	
Rail spur procurement and construction.


	
 

	
 

	
 


	
 

	
13.

	
Truck scale complete (truck scale will be a full pit
 design), which includes: approaches, deck, foundations, control system and
 installation. This will further
 include any printers in the office, remote printers, traffic control
 measures, proximity switches at the ends of the scale, rodent protection for
 cables, electrical connections from the load cells to junction boxes and from
 the junction boxes to the office, freight of all components to the job site,
 unloading of the components. 


	
 

	
 

	
 


	
 

	
14.

	
Office building / shop / showers / restroom and
 employee facilities located inside of the office. (Building included is
 estimated at 5,400 SF total with an allowance to design and construct of
 $675,000). Final design and submittal
 to the Building official and the state Fire Marshall for final approval prior
 to construction.


	
 

	
 

	
 


	
 

	
15.

	
Paving and lot striping


	
 

	
 

	
 


	
 

	
16.

	
Site fence (permanent and temporary construction
 site fence)


	
 

	
 

	
 


	
 

	
17.

	
Overall project construction schedule. 


	
 

	
 

	
 


	
 

	
18.

	
Cost of gravel and installation of gravel surface
 around and inside tank farm to complete grading including additional gravel
 as required for use during construction.


	
 

	
 

	
 


	
 

	
19.

	
Site preparation including: grading, tank farm
 containment, (concrete and earthen berm), lay-down areas for materials and
 process equipment, building pads.


	
 

	
 

	
 


	
 

	
20.

	
Site safety coordination during construction.


	
 

	
 

	
 


	
Items
 furnished by Soy Energy that may not be listed above will include:


	
 


	
 

	
1.

	
Building permit procurement and costs associated
 with the building permit. The Ken Bratney Company will submit drawings for
 their portion of the work direct to the building official and Fire Marshall
 as required.


	
 

	
 

	
 


	
 

	
2.

	
Steam generation up through and including the steam
 header located above the (2) boilers located in the boiler building. The
 Baker Group will furnish and install a steam line off the header to the
 process.


	
 

	
 

	
 


	
 

	
3.

	
Condensate return receiver in the boiler room. Bratney (Baker) will pipe to this
 receiver.


	
 

	
 

	
 


	
 

	
4.

	
Process Wastewater treatment system is included as
 an allowance. 


	
 

	
 

	
 


	
 

	
5.

	
Site lighting beyond furnishing of light packs on
 buildings for general exterior lighting.


	
 

	
 

	
 


	
 

	
6.

	
In-coming high voltage from the power company will
 go to a power pole at the northeast corner of the property. Ken Bratney Co./Baker will furnish and
 install the main switch and underground conduit from the power pole to the
 main switch. The power company will
 install high voltage power cable from the power pole to the main switch. 


	
 

	
 

	
 


	
 

	
 

	
Ken Bratney Co./Baker will install underground
 conduit from the power pole to the fire pump transformer. The power company will install high
 voltage power cable from the power pole to the fire pump transformer.












	
 

	
 


	
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06/19/2007


	
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Revision #01








	
 

	
 

	
 


	
 

	
 

	
The power company will furnish and install all
 transformers on Ken Bratney Co. furnished pads.


	
 

	
 

	
 


	
 

	
 

	
Ken Bratney Co./Baker will provide all conduit and
 power wire from the main switch to the individual transformers.


	
 

	
 

	
 


	
 

	
 

	
Ken Bratney Co./Baker will provide conduit and power
 cable from the transformers to the MCC selections.


	
 

	
 

	
 


	
 

	
7.

	
Natural gas will be delivered to within 5’ of the
 boiler building including the meter as required. Soy Energy may elect to install a back-up fuel oil system for
 the back-up boiler. This boiler will
 be capable of using natural gas or fuel oil.


	
 

	
 

	
 


	
 

	
8.

	
Biomass Pellet Boiler – complete design including
 biomass feed system final engineering design requirements (prior to
 engineering of foundations and metal building), biomass boiler and stand-by
 natural gas fired boiler, steam headers, condensate tank, condensate receiver
 system and biomass feeder system, electric static precipitator, stacks and
 ash load out.


	
 

	
 

	
 


	
 

	
9.

	
Nitrogen tank, vaporizer, nitrogen supply and
 interconnecting piping between the tank and vaporizer. Bratney (Baker Group) will furnish piping
 from the connection at the vaporizer to the process and to the methanol tanks
 as required.


	
 

	
 

	
 


	
 

	
10.

	
Facility lightning protection.


	
 

	
 

	
 


	
 

	
11.

	
Overall final plant security system.


	
 

	
 

	
 


	
 

	
12.

	
Overall final site safety maintenance after
 construction.


	
 

	
 

	
 


	
 

	
13.

	
Inventory record keeping, freight and unloading of
 owner furnished materials and equipment.


	
 

	
 

	
 


	
 

	
14.

	
All furnishings, fixtures and equipment within the
 buildings, including telephone systems, including any record keeping,
 receiving, unloading or installation, unless specifically included