Exhibit 10.2
CONSULTING AGREEMENT
This Agreement is made effective as of December 1, 2000, by and between Great
Plain Ethanol LLC, of XX Xxx 000, Xxxxxx Xxxxx Xxxxxx 00000 and Val-Add
Service Corporation, of Xxx 000, 000 0xx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxx 00000.
In this Agreement, the party who is contracting to receive services shall be
referred to as "Great Plains", and the party who will be providing the
services shall be referred to as "Val-Add".
Val-Add has a background in Value-Added Ag and is willing to provide services
to Great Plains based on this background.
Great Plains desires to have services provided by Val-Add.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on December 1, 2000, Val-Add will
provide the following services (collectively, the "Services"): Assistance
with negotiations and financing of an ethanol plant in South Dakota.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by Val-Add shall be determined
by Val-Add. Great Plains will rely on Val-Add to work as many hours as may be
reasonably necessary to fulfill Val-Add's obligations under this Agreement.
3. PAYMENT. Great Plains will pay a fee to Val-Add for the Services based on
$1,500.00 per month. This fee shall be payable monthly, no later than the
10th of the month following the period during which the Services were
performed. Upon termination of this Agreement, payments under this paragraph
shall cease; provided, however, that Val-Add shall be entitled to payments
for periods or partial periods that occurred prior to the date of termination
and for which Val-Add has not yet been paid. In addition, Great Plains may
pay a bonus of $50,000 with Board of Directors approval, upon the completion
of a letter of commitment from a lending institution..
4. EXPENSE REIMBURSEMENT. Val-Add shall be entitled to reimbursement from
Great Plains for the following "out-of-pocket" expenses:
- postage
- copying
- web hosting
- Long distance telephone calls
5. SUPPORT SERVICES. Great Plains will provide the following support services
for the benefit of Val-Add. As approved.
- office space
- staff and secretarial support
- office supplies
6. TERM/TERMINATION. This Agreement may be terminated by either party upon 10
days written notice to the other party.
7. RELATIONSHIP OF PARTIES. It is understood by the parties that Val-Add is
an independent contractor with respect to Great Plains, and not an employee
of Great Plains. Great Plains will not provide fringe benefits, including
health insurance benefits, paid vacation, or any other employee benefit, for
the benefit of Val-Add.
8. EMPLOYEES. Val-Add's employees, if any, who perform services for Great
Plains under this Agreement shall also be bound by the provisions of this
Agreement. At the request of Great Plains, Val-Add shall provide adequate
evidence that such persons are Val-Add's employees.
9. INJURIES. Val-Add acknowledges Val-Add's obligation to obtain appropriate
insurance coverage for the benefit of Val-Add (and Val-Add's employees, if
any) Val-Add waives any rights to recovery from Great Plains for any injuries
that Val-Add (and/or Val-Add's employees) may sustain while performing
services under this Agreement and that are a result of the negligence of
Val-Add or Val-Add's employees.
10. ASSIGNMENT. Val-Add's obligations under this Agreement may not be
assigned or transferred to any other person, firm, or corporation without the
prior written consent of Great Plains.
11. RETURN OF RECORDS. Upon termination of this Agreement, Val-Add shall
deliver all records, notes, data, memoranda, models, and equipment of any
nature that are in Val-Add's possession or under Val-Add's control and that
are Great Plains's property or relate to Great Plains's business.
12. NOTICES. All notices required or permitted under this Agreement shall be
in writing and shall be deemed delivered when delivered in person or
deposited in the United States mail, postage prepaid, addressed as follows:
IF for Great Plains:
Great Plain Ethanol, LLC
Xxxxxx Xxxxx
XX Xxx 000
Xxxxxx, Xxxxx Xxxxxx 00000
IF for VAl-Add:
Val-Add Service Corporation
Xxxxx Xxxxxxx
Xxx 000, 000 0xx Xxxxxx
Xxxxxxx, Xxxxx Xxxxxx 00000
Such address may be changed from time to time by either party by providing
written notice to the other in the manner set forth above.
13. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the
parties and there are no other promises or conditions in any other agreement
whether oral or written. This Agreement supersedes any prior written or oral
agreements between the parties.
14. AMENDMENT. This Agreement may be modified or amended if the amendment is
made in writing and is signed by both parties.
15. SEVERABILITY. If any provision of this Agreement shall be held to be
invalid or unenforceable for any reason, the remaining provisions shall
continue to be valid and enforceable. If a court finds that any provision of
this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation
of that party's right to subsequently enforce and compel strict compliance
with every provision of this Agreement.
17. APPLICABLE LAW. This Agreement shall be governed by the laws of the State
of South Dakota.
Party receiving services: Great Plain Ethanol, LLC
By: /s/ Xxxxxx Xxxxx
---------------------------
Great Plain Ethanol LLC
President
Party providing services:
Val-Add Service Corporation
By: /s/ Xxxxxx Xxxxxxx
-----------------------------------
Val-Add Service Corporation
President
