exv10w1



 





Exhibit 10.1









Agreement

for

Pre-Construction Services

between

Victory Renewable Fuels, LLC

and

Renewable Construction and Technology Group, LLC




WHEREAS, Victory Renewable Fuels, LLC (OWNER) has made a commitment to develop a Biodiesel
Plant and is diligently pursuing full funding that will move this project forward, and



WHEREAS, Renewable Construction and Technology Group, LLC (REG) was formed to provide turn-key
engineering and construction (design-build) services for biodiesel facilities, and



WHEREAS, both parties are targeting a field construction start date in the 4th Quarter
2007 and recognize that time is of the essence and to meet that projected start date certain
Engineering and long lead time activities need to progress,



NOW THEREFORE, IT IS AGREED by and between OWNER and REG as follows:




	 	1.	 	In recognition of REG’s expertise and technical assistance capabilities, OWNER will
retain REG to complete Pre-Construction Services, including the following:






	 	A.	 	Additional engineering consisting of:






	 	•	 	Crown Iron Works Process and Instrumentation Diagrams (P&IDs).
	 
	 	•	 	Crown Iron Works Piping Isometric drawings (ISOs).
	 
	 	•	 	Expanded General Arrangement drawings (GARs).
	 
	 	•	 	Expanded Architectural drawings (ARCs) as required.
	 
	 	•	 	Site Civil drawings (CIVs — drawing index, final grading, drainage
and site utility plans).
	 
	 	•	 	Initial engineering for structural drawings — anchor bolts down (STRs
 — drawing index, foundations, embeds and anchor bolts).





406 First Street

PO Box 68

Ralston, IA 51459

(712) 667-3500

Fax(712) 667-3599

www.renewable-energy-group.com




 









 









	 	•	 	Initial engineering for tank drawings (TNKs).
	 
	 	•	 	Initial engineering for electrical drawings (ELEs — drawing index,
legends and symbols, temporary power for construction, permanent power
distribution one-lines, underground runs, grounding, and panel board
details).
	 
	 	•	 	Initial engineering for mechanical drawings (MECs — drawing index,
legends and symbols, underground site utilities, P&IDs, tank drawings
and utility rough-ins).






	 	B.	 	Assistance with additional permitting.
	 
	 	C.	 	Establish final Project Specifications, Contract Documents and
Contract Pricing.
	 
	 	D.	 	Place orders for long lead time equipment and make required down
payments on equipment. This will be done at the discretion of REG based on both
schedule and money’s available.






	 	2.	 	In consideration of REG’s agreement to provide the foregoing services, OWNER agrees
to pay REG the sum of $2,500,000 within 2 weeks of breaking escrow or no later than May
31st, 2007. If OWNER proceeds with the construction of a biodiesel facility,
REG agrees that the foregoing payment, as well as any previous payments to REG shall be
included in the final Design-Build Agreement Contract Price.
	 
	 	3.	 	Both parties acknowledge that any down payments on equipment obligate REG to accept
delivery and make final payment on this equipment. Should OWNER not be in a position to
accept delivery and make final payment within 30 days of the targeted field construction
start date, then REG shall take steps to place this equipment on another REG project and
this Pre-Construction Services Agreement shall terminate.
	 
	 	4.	 	OWNER has the right to terminate this Pre-Construction Services Agreement at any time
by giving written notice to REG.
	 
	 	5.	 	It is the intent of both OWNER and REG to proceed directly from this Pre-Construction
Services Agreement to a Design-Build Agreement based on the Standard Form of Design-Build
Agreement and General Conditions Between Owner and Design-Builder (AGC Document No. 415).
Both parties agree to negotiate in good faith towards the execution of this Design-Build
Agreement no later than 30 days before the targeted field construction start date. Should
the parties, for whatever reason, be unable to execute a Design-Build Agreement within 30
days after the targeted field construction start date then this Pre-Construction Services Agreement shall
terminate.





406 First Street

PO Box 68

Ralston, IA 51459

(712) 667-3500

Fax(712) 667-3599

www.renewable-energy-group.com






 









 









	 	6.	 	Should this Agreement be terminated under Article 3, Article 4, or Article 5 above,
then REG shall immediately take steps to stop the work and mitigate any further costs
against this Agreement. Should the final actual costs to REG (plus markup of 15%) be less
than the $2,500,000 payment then REG will reimburse the difference to OWNER. Should the
final actual costs to REG (plus markup of 15%) be higher than the $2,500,000 payment then
REG shall bear those additional costs and OWNER shall have no further obligation to REG.
	 
	 	7.	 	Any and all designs, plans, specifications, processes and other engineering or
technical information or data (herein referred to as “Confidential Information”) which are
delivered to OWNER in connection with this Agreement are confidential and proprietary to
REG and shall at all times remain the sole and exclusive property of REG. OWNER shall not
directly or indirectly be permitted, nor shall OWNER permit any other party, to use,
transfer, assign, disclose, divulge or publish any such Confidential Information to any
third party for any reason or purpose whatsoever without the prior written consent of REG.
OWNER may disseminate Confidential Information to parties such as its employees, agents
and representatives (“Consultants”) as may need to know to aid OWNER in analyzing for the
purposes as set out above, but not until such Consultants are aware of these provisions
with respect to confidentiality, and the need to prevent further dissemination of
Confidential Information. All Confidential Information shall be returned to REG at its
request.





406 First Street

PO Box 68

Ralston, IA 51459

(712) 667-3500

Fax(712) 667-3599

www.renewable-energy-group.com








 









 








This Agreement shall not be construed to convey any rights in REG’s intellectual properties,
including intellectual properties included in or related to the Confidential Information. OWNER may
acquire only such rights in these intellectual properties as may be conveyed under the terms of
further construction agreements entered into between the parties, if any.


Entered into as of the           21ST           day of           March     , 2007.

Signed by Victory Renewable Fuels on March 31, 2007




	 	 	 	 	 	 	 
	VICTORY RENEWABLE FUELS, LLC	 	RENEWABLE ENERGY GROUP, LLC
	 
	 	 	 	 	 	 
	By

	 	/s/ Allen L. Blauwet
	 	By
	 	/s/ Brad Albin
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Name

	 	Allen L. Blauwet
	 	Print Name
	 	Brad Albin
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Print Title

	 	Pres.
	 	Print Title
	 	Director of Plant Sales & Construction
	 

	 	 
	 	 	 	 





406 First Street

PO Box 68

Ralston, IA 51459

(712) 667-3500

Fax(712) 667-3599

www.renewable-energy-group.com