A.      Down Payment. On or before delivery of the Notice to Proceed, OWNER shall make a down payment of Ten Percent (10%) of the Contract Price to DESIGN/BUILDER, which shall be applied toward the first progress payment with any excess applied toward immediately successive progress payments thereafter.

 

              B.       Progress Payments.  OWNER shall make progress payments on account of all of the remaining balance of the Contract Price on the basis of DESIGN/BUILDER’s Applications for Payment.  Progress payments shall be due and payable in accordance with 13.04 of the General Conditions.  All such payments will be measured by the acceptable Schedule of Values established under paragraph 2.03.A of the General Conditions.  No retainage will be withheld from such payments.

 

              C.       Final Payment.  OWNER shall pay the remaining balance, if any, of the Contract Price to DESIGN/BUILDER in accordance with paragraph 13.08 of the General Conditions; provided, however, OWNER may withhold from such payment such amounts as the parties may mutually agree is the reasonable value or cost for DESIGN/BUILDER to complete all remaining or incomplete punch list items.

 

Article 5.       INTEREST.

 

5.01.        All moneys not paid by OWNER to DESIGN/BUILDER when due hereunder shall bear interest at the rate of Eighteen Percent (18%) per annum, compounded monthly, from the due date thereof.

 

Article 6.       DESIGN/BUILDER’S REPRESENTATIONS.

 

6.01.        DESIGN/BUILDER makes the following representations:

 

             A.      DESIGN/BUILDER has examined and carefully studied the Contract Documents listed in Sections 7.01.A through C (including the representations and warranties concerning the performance criteria set forth in Exhibit A), and, to the extent prepared (but not yet approved by OWNER) prior to the Effective Date, the documents described in Section 7.01.D.3 and .4.

 

             B.       DESIGN/BUILDER is familiar with and is satisfied as to all federal, state and local Laws and Regulations in existence on the Effective Date that may affect cost, progress, performance, furnishing, and completion of the Work in accordance with the Contract Documents.

 

             C.       DESIGN/BUILDER is familiar with the work to be performed by OWNER and others at the Site that relates to the Work as indicated in the Contract Documents.

 

             D.       DESIGN/BUILDER has correlated the information known to DESIGN/BUILDER, reports and drawings identified in the Contract Documents, and all additional examinations, investigations, tests, studies and data with the Contract Documents.

 

             E.       DESIGN/BUILDER has given OWNER written notice of all conflicts, errors, ambiguities or discrepancies that DESIGN/BUILDER has discovered in the Contract Documents and the written resolution thereof by OWNER is acceptable to DESIGN/BUILDER, and the Contract Documents are sufficient to indicate and convey understanding of all terms and conditions for performance and furnishing of the Work.

 

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Article 7.       CONTRACT DOCUMENTS.

 

7.01.        The Contract Documents which comprise the entire agreement between OWNER and DESIGN/BUILDER concerning the Work consist of the following:

 

                A.    This Agreement (pages 1 to 4, inclusive).

 

                B.    Exhibits to this Agreement (A to D, inclusive).

 

                C.    General Conditions of the Contract Between Owner and Design/Builder (pages 1 to 35, inclusive).

 

                D.    The following which may be delivered, prepared, or issued after the Effective Date of this Agreement and are not attached hereto.

 

                1.     Notice to Proceed.

 

                2.     All Written Amendments and other documents amending, modifying or supplementing the Contract Documents pursuant to paragraph 3.03.A of the General Conditions.

 

                3.     Specifications as defined in paragraph 1.01.A.32 of the General Conditions.

 

                4.     Drawings as defined in paragraph 1.01.A.16 of the General Conditions.

 

7.02.        There are no Contract Documents other than those listed above in this Article 7.  The Contract Documents may only be amended, modified or supplemented as provided in paragraph 3.03.A of the General Conditions.

 

Article 8.       MISCELLANEOUS.

 

8.01.        The attached General Conditions of the Contract between Owner and Design/Builder are referred to herein as the General Conditions.

 

8.02.        Terms used in this Agreement which are defined in Article 1 of the General Conditions will have the meanings indicated therein.

 

8.03.        No assignment by a party hereto of any rights under or interests in the Contract Documents will be binding on another party hereto without the written consent of the party sought to be bound, which consent shall not be unreasonably withheld; and, specifically but without limitation, moneys that may become due and moneys that are due may not be assigned without such consent (except to the extent that the effect of this restriction may be limited by law), and unless specifically stated to the contrary in any written consent to an assignment no assignment will release or discharge the assignor from any duty or responsibility under the Contract Documents.

 

8.04.        OWNER and DESIGN/BUILDER each binds itself, its successors, assigns and legal representatives to the other party hereto, its successors, assigns and legal representatives in respect to all covenants, agreements and obligations contained in the Contract Documents.

 

8.05.        Any provision or part of the Contract Documents held to be void or unenforceable under any Law or Regulation shall be deemed stricken, and all remaining provisions shall continue to be valid

 

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and binding upon OWNER and DESIGN/BUILDER, who agree that the Contract Documents shall be reformed to replace such stricken provision or part thereof with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

 

8.06.        This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which shall constitute one agreement that is binding upon all of the parties hereto, notwithstanding that all parties are not signatories to the same counterpart.  Facsimile signatures of the parties hereto shall be binding.

 

8.07.        This Agreement will be effective on the date first written above.  Within _____________ (10) days of such effective date, OWNER shall provide to DESIGN/BUILDER the Notice to Proceed and evidence, acceptable to DESIGN/BUILDER, of funding for the Project.

 

IN WITNESS WHEREOF, OWNER and DESIGN/BUILDER have signed this Agreement on the date first written above.

 

OWNER: Little Sioux Corn Processors, LP			DESIGN/BUILDER: ICM, Inc.
By:	/s/ Stephen G. Roe		By:	/s/ Dave Vander Griend
Title:	President		Title:	CEO

Name:___________________________

Addresses for giving notices and representatives:

 

Name:	Stephen G. Roe		Name:	Dave Vander Griend
Title:	General Manager		Title:	C.E.O.
Address:	4808 F Ave., Marcus, IA		Address:	310 N. First Street, Colwich, KS
Phone:	712-376-2815		Phone:	316-796-0900
Facsimile:	712-376-2815		Facsimile:	316-796-0570

 

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Exhibit A

to

Agreement Between Owner and Design/Builder

On the Basis of a Stipulated Price

 

Performance Criteria

 

                DESIGN/BUILDER represents and warrants to OWNER that the completed Project will satisfy the following performance criteria.  Prior to final payment under paragraph 13.08 of the General Conditions, DESIGN/BUILDER shall commission the Project and conduct a seven-day performance test to establish compliance with the following performance criteria.  Compliance shall be computed on the average over the seven-day performance test.  If the Project fails to reach such performance criterion, then DESIGN/BUILDER shall (at no additional cost to OWNER) make such changes in design, construction, or equipment as required to meet the criterion, and conduct another seven day performance test.  DESIGN/BUILDER makes no other representation, warranty or guarantee concerning the Project including, without limitation, production of DDGS or CO2, or compliance with any applicable atmospheric emissions standards.

 

Table 1 ethanol plant criteria—52 MGY capacity

Criteria	Specification	Testing Statement	Documentation
Plant Capacity—fuel-grade ethanol	Capable of operating at a rate of 52 million gallons per year of denatured fuel grade ethanol meeting the specifications of ASTM 4806 and capable of operating at a rate of 675 gallons per minute beer column feed rate.	Seven-day performance test	Concurrence of production records and a written report from DESIGN/BUILDER.

 

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Exhibit B

to

Agreement Between Owner and Design/Builder

On the Basis of a Stipulated Price

 

1.             Items Included in Scope of Work:

(a)           Develop ISO Piping Drawings

(b)           Review Permitting at Site

(c)           Revise Permitting as needed

(d)           *Install grating on top of Stillage Tanks

(e)           *Extend Concrete at Wet Feed Pad which consists of:

Design Concrete structure for walls and floor

Purchase and deliver rebar and concrete materials

Pour footings for concrete walls

Pour concrete walls

Pour extended floor

(f)            Install Expansion of RO System which consists of:

Purchase and deliver RO system components which consists of:

                6-3 array RO Filter System

                Tonkaflo high pressure pump

                RO system control package

                4^th multimedia filter

Iron Recovery System with 3 cone bottomed tanks, related pumps, chemical feed system, and valves & control system

Run additional piping

Run additional conduit and wires to unit

Install RO system based on US Water design

(g)           Replace Liq Pump which consists of:

Purchase and deliver Liq Pump

Install Liq Pump

Modify Suction and Discharge Piping

(h)           Replace Fermenter Spray Ball CIP Pump which consists of:

Purchase and deliver CIP Pump

Install CIP Pump

Modify Suction and Discharge Piping

(i)            Add onto Process Building MCC which consists of:

Determine electrical load requirements and availability

Purchase and deliver MCC components

Install new MCC cabinet

Install new motor starters

Run Main Power lines to motor starters

Run Conduit from MCC to cable tray network

(j)            Add onto Grain Silo MCC which consists of:

Determine electrical load requirements and availability

Purchase and deliver MCC components

 

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Install new MCC cabinet

Install new motor starters

Run Main Power lines to motor starters

                (k)           *Build Extension onto Maintenance Shop which consists of:

Design Concrete and Structural Steel for Building

Purchase and deliver Steel and Siding

Purchase and deliver culvert and rebar

Reroute Enzyme unloading line

Reroute Acid unloading line

Install culvert at ditch

Pour Concrete driveway

Pour Concrete containment area

Pour footings for steel columns

Remove Garage and Man Door from building

Install Structural Steel for building

Install Steel Siding

Install Roof on Building

Extend conduit and wires for garage door blower

Install Lights in Building

Install Heating units in building

Install Conduit/Wire/Electrical Receptacles

Run plant air and water lines

Install Garage and Man Doors on building

(l)            *Extend Process Building at Fermenters which consists of:

Design Concrete and Structural Steel for Building

Purchase and deliver Steel and Siding

Purchase and deliver rebar

Remove Garage and Man Door from building

Pour footings for steel columns

Install sump pit in floor

Pour Slab floor

Install Structural Steel for building

Install Steel Siding

Install Roof on Building

Build pipe rack for pipes to new Fermenter

Extend conduit/wires and relocate garage door blower

Install lights in extended section

Extend plant air and water hose lines

Install Garage and Man Doors on building

(m)          Install Roller Mills which consists of:

Design support structure for Roller Mills

Design Ductwork pieces

Purchase and deliver Roller Mills and related equip

Run conduit and wires for Roller Mills

Run conduit and wires for instrumentation

Build Support for Roller Mills

 

7

 

Fab new duct transition pieces

Install new duct pieces

Install Roller Mills

Complete Programming for instruments and motor control

(n)           Install New Fermenter which consists of:

Review Underground drawings

Review Soil Analysis

Design Foundation

Design Steel for access and top of tank platform

Site Work for foundation

Pour foundation for Fermenter

Build Tank on site

Install access and top of tank platform

Install Fermenter Agitator

Purchase and deliver Fermenter Agitator

Purchase and deliver CIP Spray Balls

Purchase and deliver CO2 Pressure/Vac Relief

Purchase and deliver Level Transmitter

Purchase and deliver (2) Temperature Transmitters

Purchase and deliver Fermenter Cooler Recir Pump

Purchase and deliver Fermenter #4 Drain Pump

Purchase and deliver Fermenter Cooler

Purchase and deliver Cooling Tower Control Valve

Purchase and deliver Chiller Water Control Valve

Purchase and deliver 12” digital valve

Purchase and deliver 3” digital valve

Purchase and deliver 6” digital valve

Build New CO2 Header

Build new vent lines from fermenters

Build CIP line to top of new Fermenter

Install Fermenter #4 Drain Pump

Run Supply line to Drain Pump

Run Discharge line from Drain Pump

Run Conduit and wires to Fermenter Drain Pump

Run Conduit and wires to Drain Pump Flow Transmitter

Run Conduit and wires to EV Valves

Pour slab foundation for Recirc Pump

Install Fermenter Cooler Recirc Pump

Pour slab foundation for Fermenter Cooler

Set new Fermenter Cooler

Run Cooling water lines to/from Cooler

Run Beer Supply line to Cooler

Run Conduit and wires to Fermenter Recirc Pump

Run Conduit and wires to Fermenter Agitator

Run Conduit and wires to instrumentation

Run Ferm #4 to Beer Well line

 

8

 

Run Supply line to Fermenter Recirc Pump

Run new Ferm Feed line to #4 Ferm

Run CIP line to Fermenter #4 Ferm Feed line

Make Tie in on transfer to Beer Well line

Make Tie in on CIP Line

Make Tie in on Cooling supply/return lines

Make Tie in on Chilled Water line

Make tie in on Fermenter Feed line

Complete Programming for instruments and motor control

(o)           Install CO2 Booster Fan which consists of:

Purchase and deliver Booster Fan

Purchase and deliver Pressure Transmitter

Design Platform

Build and Install Platform

Set Fan onto Platform

Build CO2 Supply to fan

Build Fan discharge ductwork

Run conduit and wires to Pressure Transmitter

Run conduit and wires to Booster Fan

Make Tie ins on CO2 line

Complete Programming for instruments and motor control

                (p)           Install Slurry Tank which consists of:

Review Underground drawings

Review Soil Analysis

Design Foundation

Design Steel for ladder and top of tank platform

Site work for Slurry Tank foundation

Pour foundation for new Slurry Tank

Pour Slab foundation for Slurry Pump

Build Slurry Tank on site

Install ladder and top of tank platform

Purchase and deliver Slurry Tank Agitator

Purchase and deliver Slurry Tank Pump

Purchase and deliver Level Transmitter

Purchase and deliver Level Control Valve

Purchase and deliver steam eductors

Purchase and deliver Temp Transmitter

Purchase and deliver Temp Control Valve

Set Slurry Tank #2 pump

Run conduit and wires for Slurry Tank Pump

Run conduit and wires for Slurry Tank Agitator

Run conduit and wires for instrumentation

Run Slurry Tank #1 to #2 Transfer Pipe

Run Slurry Tank #2 vent line

Run Slurry Tank #2 discharge line

Install Steam eductors on Slurry Tank #2

 

9

 

Run Steam line to Slurry Tank #2

Make tie in on Slurry #1 Discharge

Make tie in for Slurry #2 Vent

Make tie in for Slurry #2 Discharge

Make tie in on Steam line for Tank #2 heaters

Insulate Tank and Piping

Complete Programming for instruments and motor control

                (q)           Upgrade Hydro-heater which consists of:

Purchase and deliver new hydro-heater

Install new hydro-heater

(r)            Install Liquefaction Tank which consists of:

Review Underground drawings

Review Soil Analysis

Design Foundation

                *Design Steel for ladder and top of tank platform (3 tanks)

Site work for Liq Tank foundation

Pour foundation for new Liq Tank

Fab Liq Tank at the site

*Repair existing Liq Tank

*Install ladder and top of tank platform (3 tanks)

Purchase and deliver Liq Tank Agitator

Purchase and deliver Level Transmitter

Purchase and deliver Piping and Valves

Install Liq Tank Agitator

Run conduit and wires for Liq Tank Agitator

Run conduit and wires for instrumentation

Run feed line to new Liq Tank

Run Overflow line from new Liq Tank

Make tie in on Liq Feed Line

Add port to existing Liq #1 for new overflow line

Install 10” valve into feed line to existing Liq #1

Insulate Tank and Piping

Complete Programming for instruments and motor control

Install Mole Sieve Bottles

Review Underground drawings

Review Soil Analysis

Design Foundation and Containment Dike

Design Steel for top of tank platform

Design Steel for additional Regen Condenser Support

Site work for Sieve Bottle foundation

Pour foundation for Sieve Bottles

Pour Containment Dike around Sieve Bottles

Pour slab foundation for Regen Pump

Purchase and deliver Sieve Bottles

Purchase and deliver Pressure Transmitters

Purchase and deliver Temperature Transmitters

 

10

 

Purchase and deliver Steam Flow Control Valve

Purchase and deliver Mole Feed Control Valve

Purchase and deliver Mole Feed Flow Transmitter

Purchase and deliver EV Valves

Purchase and deliver Pressure Relief Valves

Purchase and deliver Regen Condenser

Purchase and deliver Regen Eductor

Purchase and deliver additional Regen Pump

Purchase and deliver Mole Sieve Pressure Control Valve

Purchase and deliver Mole Feed Vaporizer

Purchase and deliver Structural Steel components

Purchase and deliver rebar and concrete materials

Purchase and deliver Piping and Valves

Set Bottles onto foundation

Install Beads and internal equipment into bottles

Build support for Regen Condenser

Set Regen Condenser onto support

Set Regen Pump

Run conduit and wires to Regen Pump

Build Valve Trees for feed/regen/depressure distributors

Install Valve Trees and valves onto Bottles

Run conduit and wires to valves and instrumentation

Run Regen line from Valve Trees to Regen Condenser

Run Regen Condensate line from Condenser to Regen Eductor

Run Regen Pump Supply and Discharge lines

Set new Mole Vaporizer

Run Mole Feed line to new Mole Vaporizer

Run Vapor line from Vaporizer to Valve Trees

Run Vapor Product line to Evap Inlet

Run Condensate line to Existing Condensate line

Make Tie in on Regen Tank

Make Tie in on Regen Pump Suction

Make Tie in on Mole Feed line

Make Tie in on Existing Condensate line

Make Tie in on Evap Inlet