LUMP SUM DESIGN-BUILD AGREEMENT BETWEEN HIGHWATER ETHANOL, LLC (“OWNER”) AND FAGEN, INC. (“DESIGN-BUILDER”) September 28, 2006Lump Sum Design-Build Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
This LUMP SUM DESIGN-BUILD CONTRACT (the “Agreement”) is made as of September 28, 2006, (the “Effective Date”) by and between Highwater Ethanol, LLC a Minnesota limited liability company (the “Owner”) and Fagen, Inc., a Minnesota corporation (the “Design-Builder”) (each a “Party” and collectively, the “Parties”).
AMENDED AND RESTATED MEMBER CONTROL AGREEMENT OF HIGHWATER ETHANOL, LLC Dated: Effective .Member Control Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS AMENDED AND RESTATED MEMBER CONTROL AGREEMENT (the “Agreement”) is entered into effective as of the of , 2006, by and among Highwater Ethanol, LLC, a Minnesota limited liability company (the “Company”), each of the Persons identified as Members on attached Exhibit “A,” and any other Persons that may from time-to-time be subsequently admitted as Members of the Company in accordance with the terms of this Agreement. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 1.10.
PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT BETWEEN HIGHWATER ETHANOL, LLC AND FAGEN ENGINEERING, LLC July 20, 2006Engineering Services Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS PHASE I AND PHASE II ENGINEERING SERVICES AGREEMENT (the “Agreement”) is made as of July 20, 2006, (the “Effective Date”) by and between Highwater Ethanol, LLC, a Minnesota Limited Liability Company (the “Client”) and Fagen Engineering, LLC a Minnesota Limited Liability Company (the “Engineer”). Each of the Client and Engineer are referred to herein individually as a “Party” and collectively as the “Parties.”
CONTINUOUS SERVICES AGREEMENT FOR ENGINEERING SERVICESContinuous Services Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Missouri
THIS CONTINUOUS SERVICES AGREEMENT is made this 25th day of April, 2006, between Highwater Ethanol (“OWNER”) and TranSystems Corporation (“TRANSYSTEMS”).
PURCHASE AGREEMENTPurchase Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals
This agreement, made and entered into this 14th day of August, 2006, by and between Lamberton EDA, hereinafter “Seller”, and Highwater Ethanol, LLC, hereinafter “Buyer”.
ESCROW AGREEMENTEscrow Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS ESCROW AGREEMENT (this “Agreement”) is made this day of , 200 , by and between Highwater Ethanol, LLC a Minnesota limited liability company (“Highwater Ethanol”) and Minnwest Bank of Redwood Falls, Minnesota as escrow agent (the “Escrow Agent”).
RPMG RENEWABLE PRODUCTS Marketing Group ETHANOL FUEL MARKETING AGREEMENTEthanol Fuel Marketing Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS AGREEMENT, entered into this 28th day of September, 2006, by and between RENEWABLE PRODUCTS MARKETING GROUP, L.L.C., hereinafter referred to as “RENEWABLE PRODUCTS”; and HIGHWATER ETHANOL, LLC, a Minnesota limited liability company, hereinafter referred to as “HIGHWATER ETHANOL.”
OPTION AGREEMENTOption Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals • Minnesota
THIS OPTION AGREEMENT (the “Agreement”) is made this 8th day of August, 2006, by and between Highwater Ethanol, LLC a Minnesota limited liability company (the “Buyer”) and David Geis and Gies, husband and wife, and Steven Geis and Kathleen Gies, husband and wife (the “Seller”).
CONSULTING AGREEMENT AND AUTHORIZATION TO PROCEEDConsulting Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals
This Agreement between EARTH TECH, Inc, d.b.a. Earth Tech Consulting, Inc., a California corporation, (“ETI”) with offices at 3033 Campus Drive North, Suite 290, Minneapolis, Minnesota 55441 and Highwater Ethanol (“CLIENT”), with offices at 30427 County Highway 10, Vesta, Minnesota 56292.
ASSIGNMENT OF OPTION TO PURCHASE REAL ESTATEAssignment of Option to Purchase Real Estate • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals
WHEREAS, Imker Farms has entered into an Option to Purchase Real Estate (as seller) with Lamberton EDA of Lamberton, Minnesota (as buyer), said Option to Purchase Real Estate dated October 27, 2005, and
OPTION TO PURCHASE REAL ESTATEOption to Purchase Real Estate • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals
The undersigned, Arden Imker and Lester Imker, general partners of Imker Farms, a general partnership under the laws of the State of Minnesota, of Lamberton, Minnesota, hereinafter referred to as seller, hereby acknowledges receipt of Five Thousand and no/100 dollars ($5,000.00) from the Lamberton EDA of Lamberton, Minnesota, hereinafter referred to as purchaser. In consideration of such payment, seller hereby gives and grants to purchaser the exclusive option to purchase for the price and on the terms and conditions hereinafter set forth, part of the real property of seller situated in the Township of Lamberton, County of Redwood, State of Minnesota, and particularly described as follows:
HIGHWATER ETHANOL, LLC SUBSCRIPTION AGREEMENT Limited Liability Company Membership Units $10,000 per Unit Minimum Investment of 1 Unit ($10,000) 1 Unit Increments Thereafter ($10,000)Subscription Agreement • December 22nd, 2006 • Highwater Ethanol LLC • Industrial organic chemicals
The undersigned subscriber (“Subscriber”), desiring to become a member Highwater Ethanol, LLC (“Highwater Ethanol”), a Minnesota limited liability company, with its principal place of business at 205 S. Main Street, PO Box 96, Lamberton, Minnesota 56152 hereby subscribes for the purchase of membership units of Highwater Ethanol, and agrees to pay the related purchase price, identified below.
