SERVICES CONTRACT
EXHIBIT
10.16
THE
SERVICES CONTRACT (hereinafter the
Agreement”), is made this 17th
day of October, 2005, by and between Xxxxx Engineering, Inc., a North Dakota corporation,
(hereinafter
“Engineer”), and Gold Energy, LLC, a Minnesota limited liability company,
(hereinafter
“Owner”).
WITNESSETH:
WHEREAS Owner intends to develop, finance and construct an ethanol plant (hereinafter the
“Project”); and
WHEREAS Owner wishes to engage Engineer to provide certain engineering and surveying services
related to the Project and Engineer desires to accept such engagement upon the terms and conditions
set out in this Agreement.
NOW THEREFORE Engineer and Owner for the considerations hereinafter named agree as follows:
ARTICLE 1. TERM-
Engineer shall provide engineering and surveying services for the work as described in Article 2
and shall do everything required by this Agreement. Engineer’s engagement by Owner shall commence
as of the date of this Agreement and shall continue until the Work is satisfactorily completed
unless this Agreement is properly terminated as provided herein. Owner may terminate this Agreement
at any time, with or without cause, upon delivery of oral or written notice to Engineer indicating
an intention to terminate the Agreement. In the event, Owner exercises the right to terminate this
Agreement, Engineer shall be entitled to payment for Work actually rendered and completed prior to
such notice to terminate upon submission of reasonable documentation to Owner.
ARTICLE 2. SCOPE OF THE WORK-
The scope of the work (hereinafter the “Work”) shall include:
1. | Assist Owner with survey information on each prospective site requested by owner. Each site surveyed to include 160 +/- Acre boundary and topographical surveys with: |
• | Existing or proposed property boundaries | ||
• | 1 foot contours/5 foot index contours | ||
• | Existing roads-centerline and edge, ditch flow line, etc. | ||
• | Existing railroad-centerline and top of rail (100 foot maximum spacing) | ||
• | Existing right of ways and easements |
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• | Existing utilities-route and size (gas, water, electrical) | ||
• | Existing buildings, trees, water surface/edge of water | ||
• | Existing culverts (flow line elevation, size of culvert, type of material) | ||
• | Existing field drain tile (size, inlets, flow elevations and flow directions) | ||
• | Roads and streams identified (i.e. US 12, Col00) | ||
• | Flood information if readily available (100 and 500 yr flood elevations) | ||
• | All property corners to be placed with iron pins with steel fence posts guards | ||
• | All necessary survey monument records to be recorded at the county recorders office as required by law | ||
• | All vertical data to be the same as any applicable flood plain maps | ||
• | Legal Description of site | ||
• | Address of Site (if available) |
Items listed above to be placed in ACAD format DWG file.
ARTICLE 3. TIME OF COMPLETION-
The Work including, but not limited to, the engineering and surveying required under this Agreement
shall be commenced and completed within thirty days from Owner’s Notice to Proceed to complete each
of the proposed sites.
Owner shall give Engineer a written one (1) week notice, minimum, of any required deadlines.
Engineer will be responsible to expedite the work for each deadline within the timeline given by
owner with no undue delays on Engineer’s behalf.
ARTICLE 4. THE CONTRACT SUM & CONSIDERATION-
The above-described Work will be delivered by Engineer for a time and material price of
+/-$5,500.00, with a not-to-exceed price of $7,000.00 for each of the requested 160 +/-Acre
boundary and topographic surveys.
Xxxxx Engineering, Inc.’s labor rates are as follows:
Xxxxx Engineering, Inc.’s labor rates are as follows:
Labor Code | Description | Billing Rate Per Hour | ||
501 | Principal Engineer |
$120.00 | ||
502 | Project Manager |
$110.00 | ||
503 | Professional Engineer |
$ 95.00 | ||
504 | Senior Engineer |
$ 85.00 | ||
505 | Design Engineer |
$ 80.00 | ||
506 | Construction Engineer |
$ 80.00 | ||
508 | Graduate Engineer |
$ 75.00 |
Labor Code | Description | Billing Rate Per Hour | ||
509 | Registered Land Surveyor |
$ 90.00 | ||
510 | Expert Witness |
$150.00 | ||
512 | Building Inspector |
$ 70.00 |
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Labor Code | Description | Billing Rate Per Hour | ||
514 | Engineering Tech III |
$ 60.00 | ||
515 | Engineering Tech II |
$ 55.00 | ||
516 | Engineering Tech I |
$ 45.00 | ||
517 | CADD Manager |
$ 80.00 | ||
518 | CADD Operator III |
$ 70.00 | ||
519 | CADD Operator II |
$ 60.00 | ||
520 | CADD Operator I |
$ 55.00 | ||
521 | Survey Manager |
$ 70.00 | ||
522 | 2-Man Survey Crew |
$ 90.00 | ||
523 | 3-Man Survey Crew |
$115.00 | ||
524 | 4-Man Survey Crew |
$140.00 | ||
526 | Clerical |
$ 40.00 | ||
527 | Bookkeeper |
$ 50.00 | ||
529 | Human Resource Assistant |
$ 45.00 | ||
535 | Survey Tech I |
$ 35.00 |
REIMBURSABLE EXPSENSES
Mileage Expenses | Travel Vehicle |
$0.40 per mile | ||
Survey Vehicle |
$0.50 per mile | |||
Employee Vehicle |
Cost * 1.15 | |||
Travel Expenses | Lodging |
Cost *1.15 | ||
Meals |
Cost *1.15 | |||
Per Diem |
$20.00 per hour | |||
Equipment Expenses | CADD Computer |
$10.00 per hour | ||
Total Station |
$10.00 per hour | |||
Global Positioning System |
$20.00 per hour | |||
Survey Supplies | Iron Pins |
$1.25 each | ||
Fence Posts |
$5.00 each | |||
Lath |
$14.00 per bundle | |||
Photocopies | Out of Office |
Cost *1.15 | ||
In Office Copies |
||||
0-25 Copies |
$0.20 Each | |||
26-100 Copies |
$0.15 Each | |||
Over 100 Copies |
$0.10 Each | |||
Miscellaneous | Project Expenses |
Cost *1.15 | ||
Sub Consultants |
Cost *1.15 |
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ARTICLE 5. MISCELLANEOUS
This Agreement, together with any exhibits and attachments hereto and any documents
incorporated herein, constitutes the entire understanding between the parties concerning the
subject matter hereof. No prior or contemporaneous representations, inducements, promises or
agreements not contained herein are of any force or effect. This Agreement shall be governed by and
construed in accordance with North Dakota law, and shall not be modified except in a writing signed
by all parties. This Agreement is binding upon the parties and their heirs, representatives,
agents, successors and permitted assigns. Neither this Agreement or any parties’ rights, duties
responsibilities or obligations shall be assigned by either party, in whole or in part, without the
prior written consent of the other party hereto. If any provision herein is held to be invalid,
unenforceable, or contrary to public policy, in whole or in part, the remaining provisions shall
not be affected. No omission or delay by either party in enforcing any right or remedy or in
requiring any performance hereunder shall constitute a waiver of any such right, remedy
or required performance, nor shall it affect the right of either party to enforce such provision
thereafter. The remedies set forth herein are cumulative and in addition to all other remedies
available hereunder, at law and in equity. The headings contained herein are for convenience only
and shall not be considered in interpreting or construing this Agreement. All covenants,
warranties, representations and indemnification obligations set forth in this Agreement shall
survive the termination or expiration hereof. This Agreement may be executed in counterparts, and
facsimile signatures shall be binding upon the parties.
IN WITNESS WHEREOF, the parties hereto have set their hands the day and year first above written.
ACCEPTED BY: |
||||||
Gold Energy, LLC
|
Xxxxx Engineering, Inc. | |||||
/s/ Xxx Xxxxxx
|
/s/ [Illegible signature] | |||||
Xxx Xxxxxx, President
|
Title: [Handwritten: Land Surveyor] |
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XXXXXX TRUST
Account Name: Gold Energy, LLC
|
Account No: | ||||
Gold Energy, LLC |
|||||
Asset Allocation Range | ||||||||||||
Investment Objective | Equity % | Fixed% | Cash% | |||||||||
o Aggressive Investor |
85-100 | 0-15 | 0-20 | |||||||||
o Moderate Aggressive Investor |
65-85 | 15-35 | 0-20 | |||||||||
o Moderate Investor |
35-65 | 35-65 | 0-20 | |||||||||
o Moderate Conservative Investor |
15-35 | 65-85 | 0-20 | |||||||||
o Conservative Investor [Hand marked: X] |
0-15 | 85-100 | 0-30 | |||||||||
o See Specific Instructions |
||||||||||||
o Directed |
Asset Allocation Target | Products to Use | ||||||||||||||
Equity:
|
% | Mutual Funds: | o Yes | o No | |||||||||||
Fixed:
|
100 | % | Indiv. Securities: | o Yes | o No | ||||||||||
Money Market:
|
$ | Tax Exempt Bonds: | o Yes | o No | |||||||||||
Other:
|
Standard Money Market? | o Yes | o No | ||||||||||||
If No (Specify Cusip#): | |||||||||||||||
. | |||||||||||||||
Other Specific Instructions/ Assets Not Managed? | |||||||||||||||
[Handwritten: 100% Federated Government Obligations Fund Institutional Shares #5] | |||||||||||||||
I
understand that l reserve the right to change my elections at any time by notification in writing
to Xxxxxx Trust, N.A..
Proxies: Client understands and agrees that Client has the right to vote all proxies which are
solicited for securities held in the account. However, unless directed so in writing, all proxies
will be voted by Xxxxxx Trust for securities held on your behalf.
Shareholder Disclosure — SEC Rules authorize companies to request the identities of those who own
their securities for communications purposes. I direct you to maintain confidentiality and not
disclose my name when such requests are received. (By checking this box, o I direct you to
disclose my name, address, and security position held.)
12CFRI2 — Special mailings identifying security transactions within five business days are not
provided but are available at no cost upon clients written request.
This Agreement represents the entire agreement between parties with respect to the subject matter
contained herein. This Agreement may not be changed orally, but only by an agreement in writing
signed by all parties.
Dated:
10/05/2005
|
Signed: /s/ Illegible signature [Handwritten:Treasurer] | |
Dated:
10/05/2005
|
Signed: /s/ Xxx Xxxxxx [Handwritten: chairman] | |
Issue Date: 01/10/00 |
||
Revision Date: 09/28/05 |
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