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 achieve each of the following performance criteria.  After DESIGN/BUILDER determines the Plant is ready for start-up, DESIGN/BUILDER, with OWNER’s labor forces, will start-up the Plant and conduct a seven-day performance test to establish compliance with each of the performance criteria except the atmospheric emissions.  Compliance shall be measured simultaneously for all criteria, and computed on the average over the seven-day performance test.  If the Project fails to reach any 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 criteria, and conduct another seven day performance test.  Upon successful completion of a seven-day performance test, the Plant shall be considered to have achieved the performance criteria listed below (other than the atmospheric emissions criteria) for purposes of the foregoing representation and warranty of DESIGN/BUILDER.

Table 1  ethanol plant criteria  40 MGY capacity

 

 

 

 

 

 

OWNER’s failure to materially comply with the operating procedures issued by DESIGN/BUILDER shall void the foregoing performance criteria and all other guarantees and warranties set forth in the Contract Documents.

OWNER understands that the startup of the plant requires resources and cooperation of OWNER, vendors and other suppliers to the Project.  DESIGN/BUILDER disclaims any liability and OWNER indemnifies DESIGN/BUILDER for non-attainment of the foregoing performance criteria directly or indirectly caused by the material non-performance or negligence of third parties not retained by DESIGN/BUILDER.

 

 

 

 

 

Exhibit B
to
Agreement Between Owner and Design/Builder
On the Basis of a Stipulated Price

General Project Scope:

Construct a no less than forty (40) million gallon per year (MGY) dry mill fuel-grade ethanol plant located in or near Aberdeen, South Dakota.  The plant will grind approximately 14.3 million bushels per year to produce approximately forty (40) MGY of fuel-grade ethanol denatured with five percent gasoline (or a similar product).  The plant will also produce not less than 202,000 tons per year of 67% moisture Wet Distillers Grains with Solubles (WDGS), and approximately 115,000 tons per year of raw carbon dioxide (CO2) gas.

OWNER to provide DESIGN/BUILDER a level site and which shall have a soil load bearing capacity  as specified in the attached table.

Ground grain will be mixed in a slurry tank and routed through a working system consisting of a hydroheater, cook tube, and flash tank.  The mash will continue through liquefaction and associated heat exchangers to fermentation.  Simultaneously, propagated yeast will be added to the mash as the fermenter is filling.  After batch fermentation is complete, the beer will be pumped to the beer well and then to the beer column to vaporize the alcohol from the mash.

Alcohol streams are dehydrated in the distillation column, the side stripper and the molecular sieve system.  Two hundred proof alcohol is pumped to the tank farm shift tanks and blended with five percent denaturant as the product is being pumped into a final storage tank.

Corn mash from the beer stripper is dewatered by decanter type centrifuge.  Wet cake from the centrifuge is conveyed to the wetcake pad or drying system.  Water in the thin stillage can be evaporated and recycled by the Bio-Methanation system.

Fresh water for the boilers, cooking and other processes will be obtained from area process wells or city water system that supply the needs of the plant.  Boiler water may be conditioned in regenerative softeners will be pumped through a deaerator scrubber and into a deaerator tank.  Appropriate boiler chemicals will be added as preheated water is sent to the boiler.

DESIGN/BUILDER will provide its standard design for the fire pump house and water treatment space.  Procurement and construction of fire protection package will be provided by owner.

The design includes a compressed air system consisting of compressors, a receiver tank, pre-filter, coalescing filter and air dryer.

The design also incorporates the use of a clean-in-place (CIP) system for cleaning cook, fermentation, distillation, evaporation, centrifuges and other systems.  Fifty percent caustic soda is received by truck and stored in a tank.  The CIP system uses tanks for receiving, make-up, CIP return and CIP waste which is fed to the methanator.  The CIP system includes a CIP Tank, a 50% Caustic tank, and a Waste CIP tank.  A screen is used to remove the solids.

Under normal operating circumstances, the Plant will not have any wastewater discharges that have been in contact with corn and sorghum mash, cleaning system or contact process water.  A bio-methanator manufactured by DESIGN/BUILDER/Phoenix will reduce the organic acids in process water allowing complete reuse within the Plant and is included in the Contract Price.  The

 

 

 

 

Plant will have blowdown discharges from the cooling tower, water softeners, and Reverse Osmosis system.  OWNER is responsible for all permits, purchase and installation of pumps, waterline construction, sanitary sewer construction, necessary to discharge the blowdown from the cooling tower, water softeners, and Reverse Osmosis system.

Carbon Dioxide (CO2) is a co-product of the fermentation process.  CO2 is allowed under current Laws and Regulations to be vented to the atmosphere.  Installation of a plant or system to capture, clean and compress the CO2 is not included in the Work.  OWNER, at its cost, may add a blower, certain associated equipment and a small amount of piping to move the CO2 from the fermenter to a collection point for sale or further processing.

Most of the processes within the Plant will be computer controlled by a Siemens/Moore APACS distributed control system with graphical user interface and three workstations all located in the plant control room, which is included in the Contract Price.  No workstation is provided for the administrative building or any other location.  It is estimated that the system will consist of 200 discrete inputs, 200 discreet outputs, 175 analog inputs and 120 analog outputs.  Programmable logic controllers (PLCs) will control certain process equipment.

*[Optional:  A description of the scope of work relating to the grain handling system is attached to the Agreement as Exhibit B-1 and incorporated herein.]

The Work provided by DESIGN/BUILDER will meet specifications, criteria, and allowances as provided in the Construction Permit and all other applicable Laws and Regulations enacted as of the Effective Date.

 

 

 

 

[OPTIONAL]
Exhibit B-1
to
Agreement Between Owner and Design/Builder
On the Basis of a Stipulated Price

SCOPE OF WORK FOR HEARTLAND GRAIN FUELS, LP GRAIN HANDLING SYSTEM

Whole Grain Transfer — (Heartland Grain Scope)

·                  OWNER is responsible for all items required to transfer the whole grain from the OWNER’S existing grain facilities to the inlet of the proposed grinding bin above the hammermills.  OWNER shall be responsible for all design, procurement, and installation of any required equipment, structural, electrical, and all other required items associated with the whole grain transfer system.  Transfer rate of whole grain to be mutually agreed by OWNER and DESIGN/BUILDER prior to design.

Dust Control System — Whole Grain Transfer system (Heartland Grain Scope)

·                  The dust control system will pick-up dust laden air at the grinder bin, or as required.

·                  One dust filter with fan, sized to meet the air permit requirements, will receive dust laden air from the ducting at the grain handling system and will discharge the collected dust into the receiving transfer drag conveyor.

Grinding System (ICM scope)

·                  One steel structure will support the grinder bin and related equipment.

·                  One rotary scalper/screener rated at 3000 BPH will receive grain from the receiving and reclaim legs and discharge to the grinding bin

·                  One 5000 BU steel grinding bin will feed the hammer mills.

·                  Two 1,200 BPH hammer mills will grind the grain.

·                  One dust filter with fan, sized to meet the air permit requirements, will collect dust from the hammer mills and discharge to the ground grain conveyor.

Ground Grain Transfer to Plant (ICM scope)

·                  The ground grain will be transferred from the hammer mills to the ethanol plant at 3,000 BPH, using belt or drag conveyors.

DDG Transfer - Dryer to Flat Storage (ICM scope)

·                  DESIGN/BUILDER to provide and install the ductwork and supports required for the transfer of DDG from the dryer to the existing flat storage cooling cyclone inlet flange.  If any additional equipment is required to transfer the DDG to the existing flat storage, OWNER will enter into a Change Order with DESIGN/BUILDER to provide and install the required equipment.

DESIGN/BUILDER reserves the right to change, modify, or otherwise re-design any part of the proposed grain handling system at the sole discretion of DESIGN/BUILDER on the basis of safety, performance, or any other consideration deemed necessary by DESIGN/BUILDER.

 

 

 

 

Exhibit C
to
Agreement Between Owner and Design/Builder
On the Basis of a Stipulated Price

Buildings and Structures by DESIGN/BUILDER:

Construction of buildings and structures, as listed in Table 2 and Table 3, is included in the Contract Price.

Table 2 Ancillary Buildings and Structures by DESIGN/BUILDER

Building		Type		Preliminary Dimensions		Addition Info
MCC Buildings		CMU block wall, insulated, climate controlled		20’ x 10’		Located near cooling tower and grain storage silos or milling building.
Cooling Tower		Douglas Fir Structure Induced Draft Counter Flow		34’ x 90’		Includes three (3) cooling tower cells
Admin Building Scale		Above ground, Grain supply trucks		Owners Responsibility		Located near Admin. Bldg.
Wetcake Pad		Cast-in-Place Concrete Structure		100’ x 100’

 

Table 3 Buildings and Structures by DESIGN/BUILDER

Building		Type		Preliminary Dimensions		Addition Info
Process		Structural steel, steel siding - Insulated		60’ x 140’ x 35’		Includes laboratory, control room & offices, MCC room
Energy Center		Structural steel, steel siding - Insulated		90’ x 100’ x30’		Includes centrifuge area, office, MCC room
Evaporation		Structural steel, steel siding - Insulated		50’ x 45’ x 35’
Grain Receiving		Structural Steel, steel siding, roof insulation only		Owners Responsibility

 

 

 

 

 

Exhibit D
to
Agreement Between Owner and Design/Builder
On the Basis of a Stipulated Price

Administration Building by OWNER:

The Contract Price does not include the cost of the following additional items:

Table 4 Administration Building

Description		Additional Description		Est. Amount
Administration Building		Free standing (37’ x 70’ x 10’)		$	300,000
Office Computer System		Microsoft Windows 2000 network server and five personal computers, one laser printer. Includes setup, software and labor.		$	40,000
Telephone System		Digital phone system with voice mail for office and plant.		$	15,000
Office Copier & fax machine		Black & white with sheet feeder and collator. Plain paper fax machine.		$	10,000
Office Furniture		Office desks, chair & side chairs, conference room table & chairs, three four-drawer filing cabinets, and 10 two-drawer filing cabinets.		$	25,000

 

 

 

 

 

Exhibit E
to
Agreement Between Owner and Design/Builder
On the Basis of a Stipulated Price

OWNER’S Required Permits and Services List:

OWNER shall provide all of the permits, authorizations and services, including but not limited to:

1)              Land and Grading — Land and Grading — OWNER shall provide the Site near or in Aberdeen, South Dakota.  OWNER shall obtain all legal authority to use the Site for its intended purpose and perform technical due diligence for DESIGN/BUILDER to perform including but not limited to proper zoning approvals, elevation restrictions, soil tests, and water tests. The Site shall be rough graded per DESIGN/BUILDER specifications and be within six inches of final grade including the rough grading for Site roadways.  The Site soils shall be modified as required to provide a minimum allowable soil bearing pressure as specified in the attached table for all foundation elements.  The site soils shall be modified as required to provide a minimum allowable soil bearing pressure of 4,500 pounds per square foot in the fermenter area, 6,500 pounds per square foot in the grain storage concrete silos area and 3,000 pounds per square foot for all other foundation elements.  The soils beneath the foundation elements shall not exceed the total or differential settlements such that the Plant is unable to perform its intended purpose.  If the existing soil conditions are such that over-excavation and re-compaction or pilings are required, OWNER will be responsible for this work.  OWNER is also responsible for any dewatering required at the site during construction.

Other items to be provided by the OWNER include, but are not limited to, the following: initial site survey (boundary and topographic) as required by the design engineers, layout of the property corners including two construction benchmarks, soil borings and subsequent geotechnical report (the results of which are acceptable to DESIGN/BUILDER and consistent with the specifications set forth herein) describing recommendation for roads, foundations and if required, soil stabilization/remediation, site engineering and detailed drawings (to the extent not provided by DESIGN/BUILDER), land disturbance permit, erosion control permit, site grading as described abo