LUMP SUM DESIGN-BUILD AGREEMENT

Design Contract

You are currently viewing:

This Design Contract involves

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.

Title: LUMP SUM DESIGN-BUILD AGREEMENT
Governing Law: Minnesota Date: 12/22/2006

exv10w20

Exhibit 10.20

LUMP SUM DESIGN-BUILD AGREEMENT

BETWEEN

CARDINAL ETHANOL, LLC (“OWNER”)

AND

FAGEN, INC. (“DESIGN-BUILDER”)

December 14, 2006

* Portions omitted pursuant to a request for confidential treatment and filed separately with the SEC.

TABLE OF CONTENTS


		Page
Article 1 Definitions; Rules of Interpretation			1

1.1	Rules of Construction		1
1.2	Defined Terms		2

Article 2 The Project			6

2.1	Services to be Performed		6
2.2	Extent of Agreement		6
2.3	Conflicting Provisions		7

Article 3 Design-Builder Responsibilities			7

3.1	Design-Builder’s Services in General		7
3.2	Design Development and Services		8
3.3	Standard of Care		8
3.4	Government Approvals and Permits		9
3.5	Subcontractors		9
3.6	Maintenance of Site		9
3.7	Project Safety		10
3.8	Submission of Reports		10
3.9	Training		10

Article 4 Owner’s Responsibilities			11

4.1	Duty to Cooperate		11
4.2	Furnishing of Services and Information		11
4.3	Financial Information; Cooperation with Lenders; Failure to Obtain Financial Closing		12
4.4	Owner’s Representative		12
4.5	Government Approvals and Permits		12
4.6	Owner’s Separate Contractors		13
4.7	Security		13

Article 5 Ownership of Work Product; Risk of Loss			13

5.1	Work Product		13
5.2	Owner’s Limited License Upon Payment in Full		13
5.3	Owner’s Limited License Upon Owner’s Termination for Convenience or Design-Builder’s Election to Terminate		14
5.4	Owner’s Limited License Upon Design-Builder’s Default		14
5.5	Owner’s Indemnification for Use of Work Product		15
5.6	Risk of Loss		15

Article 6 Commencement and Completion of the Project			15

6.1	Phase I and Phase II Engineering		15
6.2	Notice to Proceed; Commencement		15
6.3	Project Start-Up and Testing		16

Table of Contents
(continued)


		Page
6.4	Substantial Completion		17
6.5	Final Completion		18
6.6	Post Completion Support		19

Article 7 Performance Testing and Liquidated Damages			19

7.1	Performance Guarantee		19
7.2	Performance Testing		19
7.3	Liquidated Damages		20
7.4	Bonds and Other Performance Security		21

Article 8 Warranties			22

8.1	Design-Builder Warranty		22
8.2	Correction of Defective Work		22
8.3	Warranty Period Not Limitation to Owner’s Rights		23

Article 9 Contract Price			23

9.1	Contract Price		23
9.2	Effect of Construction Cost Index Increase on Contract Price		24

Article 10 Payment Procedures			24

10.1	Payment at Financial Closing		24
10.2	Progress Payments		24
10.3	Final Payment		25
10.4	Failure to Pay Amounts Due		26
10.5	Design-Builder’s Payment Obligations		26
10.6	Record Keeping and Finance Controls		26

Article 11 Hazardous Conditions and Differing Site Conditions			26

11.1