CONTRACT AGREEMENT
Exhibit 10.6
CONTRACT AGREEMENT
THIS AGREEMENT, made this 16th day of 2007, 2007 by and between One Earth Energy of
Xxxxxx City, IL herein after called the Owner and Foundation Service Corp. of Hudson, Iowa
hereinafter called the Contractor.
Witnesseth, That for the consideration hereinafter named, the said Contractor agrees with said
Owner, as follows:
SECTION 1. The Contractor agrees to furnish all labor, material and equipment, necessary to
perform and complete all the work for (Project Description)
Geopier Foundation Installation for:
One Earth Energy Ethanol Plant
as described In Section 2 hereof, and In accordance with the drawings, General Conditions of the
Contract, Supplementary General Conditions, specifications and
addenda Nos.
to
inclusive, prepared by Geopier Foundation Company – Midwest, if applicable.
SECTION 2. Scope of Work: The Contractor agrees to promptly begin said work within TBD days,
after notification by said Owner, and complete all work as follows:
In accordance with the project schedule and as required by job progress
Install Geopier Foundation Elements as outlined in the attached FSC proposal
And Exhibit B dated July 24, 2007.
SECTION 3. The Contractor shall take out and pay for Employers’ Liability insurance, Worker’s
Compensation insurance and Public Liability and Property Damage insurance, certificates of same to
be deposited with the Owner before any work is started; also pay for all state and/or federal
taxes, assessment, Unemployment Compensation Contributions or other charges, and acquire and pay
for necessary permits and/or licenses to do business as required by law.
SECTION 4. No extra work, back charges or changes under this contract will be recognized or
paid for, unless agreed to in writing by the Owner and Contractor before the work is done or the
changes made. No oral agreements will be made by either party.
SECTION 5. This contract shall not be assigned by the Contractor without first obtaining
permission in writing from the Owner. The Contractor shall be responsible for
performance of work by his employees, agents or his Contractors, and the Contractor agrees to bind
his Subcontractors to all provisions of this Agreement.
SECTION 6. The Contractor and Owner agree to observe and comply with all applicable federal,
state and local laws, ordinances, rules and regulations, including but not limited to the
Occupational Safety and Health Act of 1970 effective where the work under this Subcontract is to be
performed.
SECTION 7. All claims, disputes and other matters in question between the Contractor and the
Owner arising out of or relating to the Contract or breech thereof shall be decided by arbitration
accordance with the Construction Industry Arbitration Rules of the American Arbitration Association
then in effect. The award rendered by the arbitrator shall be final and judgement may be entered
upon it in any court having ruling thereof.
SECTION 8. The Contractor agrees to Indemnify and save harmless the Owner from any and all
loss or damage occasioned by any negligent act or omission of the Contractor or that of anyone
directly or indirectly employed by them or performing the work of this Contract under the direction
of the Contractor or anyone for whose acts any of them may be liable in carrying out the provisions
of this Contract.
SECTION 9. Special Conditions. (Insert the word “None” OR the Special Conditions.) Note:
both parties must INITIAL All Special Conditions.
NONE
SECTION 10. Progress Payments. Monthly progress payments on the Contract Sum will be made to
the Contractor in an amount equal to 95% of the value of the work performed and materials
incorporated in the project and the materials delivered to the site of the Work by Contractor as
estimated by Owner and Contractor, less the aggregate of previous payments made to Contractor, to
be paid within 30 days of invoice xxxxxxxx, with total release of retainage within sixty days of
completion.
SECTION 11. Contract Continuance. In the event that any portion or part of this Agreement is
held to be unconstitutional, illegal, or otherwise unenforceable, the failure of that portion shall
not affect the entirety of this Contract and all other clauses, agreements, language or otherwise,
shall continue in full force and effect.
SECTION 12. Governing Law. This contract shall be governed under the laws of the State of
Iowa.
IN CONSIDERATION WHEREOF, the said Owner agrees that he will pay to the said Contractor the
sum of Three Hundred Sixty Seven Thousand Dollars and 00/100 ($367,000.00) Dollars for said
materials and work. If blank, see pricing schedule Attached hereto as Exhibit A.
The Owner and the Contractor for themselves, their successors, executors, administrators and
assigns, hereby agree to the full performance of the covenants of this agreement.
IN WITNESS WHEREOF, they have executed this agreement the day and date written above.
| One Earth Energy | Foundation Service Corp. | |||||||||
| Owner | Contractor | |||||||||
By:
|
/s/ Xxxxxx Xxxxx | By | /s/ Xxxx Xxxxxxxx | |||||||
| Title: President | Title: | |||||||||
| Date: August 23, 2007 | Date: | |||||||||
FOUNDATION SERVICE CORP.
ADDRESS REPLY TO: |
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000 XXXXXXXX XXXX |
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XX XXX 000
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PHONE: (000)000-0000 | |||
XXXXXX, XX 00000 |
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| FAX: (000)000-0000 |
July 24, 2007
Mr. Xxxxx Xxxxx
One Earth Energy
0000 Xxxx 0xx Xxxxxx
Xxxxxx Xxxx, XX 00000
One Earth Energy
0000 Xxxx 0xx Xxxxxx
Xxxxxx Xxxx, XX 00000
Re: Displacement Rammed Aggregate PierTM Foundation System;
One Earth Energy Ethanol Plant – Xxxxxx City, IL
One Earth Energy Ethanol Plant – Xxxxxx City, IL
Dear Xx. Xxxxx,
Foundation Service Corp. (FSC) proposes to install Displacement Rammed Aggregate PierTM
(RAP) soil reinforcing elements for the above referenced project. This proposal is based on
information presented in the geotechnical investigation report and Displacement RAPTM
design calculations performed by Geopier® Foundation Company, Inc. FSC is a licensed
installer for the Displacement RAPTM system.
FSC will place a total of 830 Displacement Rammed Aggregate PierTM (RAP) elements, with
an average length of 13.5 feet and no overburden. This proposal is based on FSC providing all
supervision, labor, equipment and materials. One operator per machine is included. Additional
labor, including, but not limited to an oiler, apprentice, master mechanics and laborers are not
included and will need to be supplied by others if local labor agreements require them. One
mobilization is included in this proposal. One Displacement RAPTM modulus test is
included in this quotation to verify design parameter values. This test is to be monitored by an
approved geotechnical firm. The modulus test may show that more Displacement RAPTM
elements are required if the test results do not meet design criteria. Survey and layout for
the Displacement RAPTM elements are to be provided by others. Spoils are not generated
with Displacement RAPTM .
The Displacement RAPTM soil reinforcement systems has been designed by Geopier®
Foundation Company of Mooresville, NC. FSC does not provide professional liability insurance or
design services. However, FSC has a contractual relationship with GFC for this design work and
professional liability insurance can be provided by Geopier® Foundation Company upon request. The
aggregate used for the Displacement RAPTM elements will be a clean rock.
This proposal is based on work to be performed during regular business hours, Monday through Friday
with the understanding that FSC is a union company. As part of the general conditions, the Owner
or General Contractor will furnish the items and agree to conditions as listed on the attached
Exhibit B of this proposal at no charge to FSC.
An insurance certificate will be furnished by FSC upon request. Terms of this proposal will remain
firm until August 24, 2007. FSC requires at least 7 working days for contract review. Upon
receipt of a signed and executed contract, FSC will arrange a schedule for this work.
We have based this proposal on common law indemnification. FSC reserves the right to adjust
pricing for broader forms of indemnification requirements, unusual insurance coverage limits, or
other onerous contract provisions. FSC reserves the right to refuse to sign any agreement not in
its best interest.
FSC can include additional insured endorsements CG D3 16 07 04 and CG D2 46 08 05. A copy of these
endorsements can be provided by emailing xx@xxxxxxxxxxxxxxxxxxxxx.xxx
Foundation Service Corp. proposes to perform the above mentioned work for the lump sum
consideration of:
$367,000.00 / Lump Sum
Add 1% to the above Lump Sum amount if FSC is to provide a performance and payment bond.
No credit will be allowed for reduction in the stated quantity.
The above pricing is considered a lump sum conditional upon acceptance of terms in Exhibit B. This
pricing is based on the project design at bid time. If the project is modified or unforeseen
conditions occur, the following alternates are provided for your review and acceptance:
Additional installed Displacement RAPTM elements
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$ 400.00 / |
Each | |
Additional mobilizations
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$29,000.00 / |
Ea. | |
Additional modulus test
|
$10,000.00 / |
Ea. |
The opportunity to be considered for this work is appreciated and we look forward to being of
service to you in the construction of this project. Please do not hesitate to contact us with
questions regarding this proposal.
Sincerely,
FOUNDATION SERVICE CORP.
/s/ Xxxx X. Xxxxxxx
Xxxx Xxxxxxx, Project Manager
Enclosures
Enclosures
FOUNDATION SERVICE CORP. EXHIBIT B
Displacement RAPTM Foundation installation requirements
To Be Provided By General Contractor at No Cost to FSC
1. General Contractor shall provide all site grades within six inches of finish subgrade elevations
prior to aggregate pier installation work.
2. General Contractor shall provide access to site for wheeled and track aggregate pier equipment
and shall keep site and access ramps (if any) trafficable for equipment.
3. General Contractor shall locate the center of all Displacement RAPTM elements. In
addition, a bottom of footing elevation must be provided at these locations for Displacement
RAPTM construction.
4. General Contractor shall provide aggregate stockpile areas within 100 feet of installation areas
and within excavations requiring Displacement RAPTM elements (if any). Stockpile areas
shall be large enough to hold at least six tandem dump truck loads of aggregate.
5. General Contractor shall move and dispose of spoils from drilling operation. General Contractor
shall be responsible for site work and traffic control.
6. General Contractor shall insure that excavations have safe wall slopes and working conditions in
accordance with OSHA requirements.
7. General Contractor shall insure that site is properly drained and maintained to allow movement
of wheeled and tracked construction equipment needed for Displacement RAPTM installation
work, and to allow proper installation of Displacement RAPsTM .
8. General Contractor shall remove any underground or above ground obstructions or unsuitable
materials, and replace with suitable materials compacted to required or approved densities. This
includes buried concrete, pipes, utilities, etc. FSC will not accept any liability for damage to
buried or concealed utilities unless their precise nature and location have been provided to FSC
prior to commencement of work.
9. General Contractor shall compact exposed footing bottoms and exposed aggregate pier surfaces
with hand-operated, mechanical compaction equipment after each footing excavation is completed and
prior to placing steel or concrete.
10. Retainage for this project, if any, is not to exceed the General Contractors rate or a maximum
of 10% of the value of the completed work, whichever is lower. Such retainage shall be reduced to
5% at completion of our work and total release no later than 6 months after our personnel leave the
job site. If the contract amount is equal to or less than $200,000.00, FSC expects to be paid in
full in 30 days from the date of our personnel leaving the jobsite.
11. General Contractor to provide adequate source of supply of water, within 200 feet of the
aggregate stockpiles, for moisture control of graded aggregate. Garden hose supply volume is
acceptable.
12. General Contractor/Owner shall provide geotechnical testing and observation services for all
new Geopier installation, and any additional Geotechnical soil borings, if required, to delineate
areas of questionable soils.
13. General Contractor to furnish portable toilet facilities on site for FSC employees.
14. General Contractor acknowledges that FSC does not provide professional liability insurance or
design services. However, FSC has a contractual relationship with GFC for this design work and
professional liability insurance can be provided by Geopier® Foundation Company upon request.
Project: |
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Owner:
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One Earth Energy, LLC | |||
Contract Ref: |
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Effective Date: |
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DESIGN WARRANTY
Geopier Foundation Company, Inc. (“Geopier”) warrants to Owner that the design prepared by Geopier
for the specific Rammed Aggregate PierTM elements installed by the independent
contractor Xxxxxxxx Contractors, Inc. (“Xxxxxxxx”) on the above-mentioned Project is free from
professional errors or omissions which might cause such pier elements to fail to conform to the
limits of settlement set forth in the written project specifications previously provided by
Geopier or Xxxxxxxx (“Project Specifications”). This Warranty is valid for a period of five (5)
years from the Effective Date (“Warranty Period”). Should professional errors or omissions on
Geopier’s part result in the pier elements failing to conform to such settlement limits during the
Warranty Period, Owner shall advise Geopier thereof in writing by certified mail during the
Warranty Period and within thirty (30) days after the alleged non-conformance first becomes known
to Owner. In the event of a breach of this warranty, Geopier may, at its option, repair, replace
or otherwise remediate the affected aggregate pier elements or engage (or at its option authorize
Owner to engage) others to do so at Geopier’s cost and expense. Geopier will have the right to
inspect the Project in order to evaluate the cause and effect of such settlement. This Warranty
and the remedy it affords Owner is provided in lieu of any other warranties or remedies, expressed
or implied, by or against Geopier or its officers, directors or employees. Geopier’s liability
hereunder is limited to the greater of (i) the amount of available and collectible insurance
coverage maintained by Geopier for its professional errors or omissions in connection with such an
occurrence, or (iii) One Million Dollars ($1,000,000). In no event shall Geopier be liable for
consequential damages or for business interruption, delay or for loss of use of property.
This Warranty does not include, and Geopier shall not be liable for damage, loss or expense
resulting from: (i) loading of the piers in excess of, or other failure to conform to the
conditions set forth in, the Project Specifications, (ii) acts of God including earthquake,
hurricane, tornado, fire, flood, storm surge or other circumstances beyond Geopier’s control (iii)
the acts or omissions of others not under contract to Geopier or Xxxxxxxx, (iv) subsequent
modifications to the pier elements, the foundation or appurtenant structures by others not under
contract to Geopier or Xxxxxxxx, or (v) materially inaccurate, incomplete or misleading soils or
other technical information supplied in writing to Geopier or Xxxxxxxx by Owner or another person
not under contract to Geopier or Xxxxxxxx which was used or relied upon by Geopier or Xxxxxxxx in
the design or construction of the aggregate pier elements on the Project.
GEOPIER FOUNDATION COMPANY, INC.
By: |
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Print Name: |
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Title: |
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Foundation Service Corp.
CONTRACT FILE INFORMATION
FSC Job # 5238
PROJECT NAME: One Earth Energy Ethanol Plant
GENERAL CONTRACTOR: Xxxxx Inc.
| Address: | 000 Xxxx Xxx 000 X. X. Xxx 000 Xxxxxxx Xxxxx, XX 00000 |
Telephone: (000) 000-0000 Fax: (000) 000-0000
Billing Address if different: |
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Federal Identification #: 00-0000000
Owner’s
Name: One Earth Energy
| Address: | Xxxxxx Xxxxx Xxxxxx Xxxx, XX 00000 |
Telephone: (000) 000-0000 Fax: (000) 000-0000
Is this a
tax exempt project: [ ] Yes [X] No
If yes, will you issue us a tax exempt certificate to purchase materials without sales tax?
[
] Yes [ ] No
Source of funds for this project:
|
Public | Private | X | |||||||
Thank you for your cooperation in providing this information. It will be helpful in finalizing
this project before completion.
/s/ Xxxxxx Xxxxx |
Project Manager | |||
