Remedies Not Exclusive; Joint Responsibility
85
Section 16.06
Tax Effect of Indemnification
86
Section 16.07
Survival of Indemnification
86
Article XVII Dispute Resolution
Section 17.01
Friendly Consultation
86
Section 17.02
Arbitration
87
Section 17.03
Continuing Obligations and Rights
88
Section 17.04
Interim Remedies
88
Section 17.05
Joint Resolution of FBG/FBG Work Disputes
88
Article XVIII Miscellaneous
Section 18.01
Assignment
89
Section 18.02
Financing Parties
89
Section 18.03
Good Faith Dealings
90
Section 18.04
Confidentiality
90
Section 18.05
Notice
90
Section 18.06
Waiver
91
Section 18.07
Severability
92
Section 18.08
Governing Law
92
Section 18.09
Entire Agreement; Amendments
92
Section 18.10
Expenses and Further Assurances
92
Section 18.11
No Third Party Beneficiary
93
Section 18.12
Offset
93
Section 18.13
Terms Sheet
93
Section 18.14
Counterparts
93
Section 18.15
Waiver of Consequential Damages; Maximum Liability
93
-v-
EXHIBITS
EXHIBIT A
SCOPE OF WORK EXHIBIT B
PROJECT SCHEDULE EXHIBIT C
INTENTIONALLY LEFT BLANK EXHIBIT D
MILESTONE PAYMENT TABLE EXHIBIT E
FORM
OF MILESTONE ACHIEVEMENT CERTIFICATE AND FIELD MILESTONE CERTIFICATION EXHIBIT F
FORM OF REQUEST FOR PAYMENT EXHIBIT G
FORM OF FINAL ACCEPTANCE CERTIFICATE
EXHIBIT H
FORM OF CONTRACTOR CERTIFICATE FOR PARTIAL WAIVER OF LIENS
EXHIBIT H-1
FORM OF SUBCONTRACTOR CERTIFICATE FOR PARTIAL WAIVER OF LIENS
EXHIBIT I
FORM OF CORPORATE GUARANTY EXHIBIT J
SEPARATED CONTRACT PRICE
EXHIBIT K
CONTRACTOR RATE SCHEDULE EXHIBIT L
CONTRACTOR PERMITS EXHIBIT M
OWNER PERMITS EXHIBIT N
MAJOR EQUIPMENT EXHIBIT O
PROJECT MANAGEMENT
TEAM EXHIBIT P
INTENTIONALLY LEFT BLANK EXHIBIT Q
APPROVED SUBSTANTIAL
SUBCONTRACTORS AND SUBSTANTIAL VENDORS EXHIBIT R
CONTRACTOR FINAL LIEN WAIVER
AND RELEASE EXHIBIT R-1
SUBCONTRACTOR FINAL LIEN WAIVER AND RELEASE EXHIBIT S
SOIL BORING AND SUBSURFACE DATA EXHIBIT T
FORM OF LETTER OF CREDIT
-vi-
TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION
AGREEMENT FOR
ETHANOL PRODUCTION FACILITY
THIS TURNKEY ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT FOR ETHANOL
PRODUCTION FACILITY (this "Agreement"), dated as of October 15, 2005 is by and
between Panda Hereford Ethanol, LP, a Delaware Limited Partnership (hereinafter
called "Owner"), and Lurgi PSI, Inc., a Tennessee Corporation (hereinafter
called "Contractor").
W I T N E S S E T H:
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Owner and Contractor hereby agree
as follows:
ARTICLE I
GENERAL MATTERS
Section 1.01. Defined Terms. As used in this Agreement, including the exhibits
and other attachments hereto, each of the following terms shall have the meaning
assigned to such term as set forth below:
"Acceptance Certificate" means a certificate relating to Final Acceptance
pursuant to Section 10.06.
"Affiliate" means, in relation to any Person, any Person: (i) which directly or
indirectly controls, or is controlled by, or is under common control with, such
other Person; or (ii) which directly or indirectly beneficially owns or holds
fifty percent (50%) or more of any class of voting stock of such other Person;
or (iii) which has fifty percent (50%) or more of any class of voting stock that
is directly