Agricultural Utilization Research Institute Agricultural Innovation Center (AIC) Minnesota’s Center For Producer-Owned Energy Green Field Energy Program COLLABORATION AGREEMENT
Exhibit 10.9
Agricultural Utilization Research Institute
Agricultural Innovation Center (AIC)
Minnesota’s Center For Producer-Owned Energy
Green Field Energy Program
Agricultural Innovation Center (AIC)
Minnesota’s Center For Producer-Owned Energy
Green Field Energy Program
COLLABORATION AGREEMENT made by Agricultural Utilization Research Institute (AURI)/Minnesota’s
Center For Producer-Owned Energy hereinafter referred to as Agricultural Innovation Center (AIC)
and New Harvest Ethanol (NHE), Federal Tax Identification Number 00-0000000, and State Tax
Identification Number 5247824 AURI/AIC Project Number AIC004.
WHEREAS, AURI/AIC and NHE executed an Initial Assistance Agreement effective on August 23, 2004.
WHEREAS, NHE desires services, including but not limited to Technical Assistance, Business
Assistance, or Organizational, Outreach and Development Assistance (Core Services) from AURI/AIC,
and AURI/AIC is willing to provide this assistance to NHE.
NOW, THEREFORE, it is agreed by and between AURI/AIC and NHE that:
| I. | Duration of Agreement: This collaboration agreement shall be effective from September 16, 2004 through June 30, 2005. | |
| II. | Project Funding: In consideration of NHE’s compliance with the terms and conditions contained in this AGREEMENT and attachments hereto, funding shall be provided as follows: |
AIC |
$ | 105,000.00 | ||
New Harvest Ethanol (Cash) |
100,000.00 | |||
New Harvest Ethanol (In-Kind) |
5,000.00 | |||
Total |
$ | 210,000.00 |
| III. | Discretion: AURI/AIC in its sole discretion may provide or not provide each, any or all Core Services to NHE. | |
| IV. | Conditions: NHE’s receipt of AURI/AIC Core Services pursuant to this collaborative agreement is subject to the continued availability of the U.S. Department of Agriculture’s Ag Innovation Demonstration Grant Program funding, and is also subject to each, every and all condition(s) contained in the written Appendices, and to each, every and all applicable rules or regulations adopted or amended by AURI/AIC which conditions, rules and regulations shall be communicated by AURI/AIC to NHE in writing. | |
| V. | AURI/AIC’s Responsibilities: |
| A. | Project Manager: AURI/AIC personnel will serve as primary project manager(s) for Project # AIC004. As project activities are completed, all project invoices, including invoices with respect to services from third-party suppliers, will be submitted to AURI/AIC for review and approval and, if approved, payment by AURI/AIC. | ||
| B. | Invoices: AURI/AIC will issue invoices quarterly on a predetermined basis to NHE for its committed share of activities rendered on its behalf. The first invoice issued to NHE may be for less than three months. | ||
| C. | Reports: With each invoice provided to NHE AURI/AIC will provide to NHE a project outline demonstrating the progress of the project to date. | ||
| D. | In-Kind Assistance: AURI/AIC will provide Core Services to NHE equal to the match that NHE expends on Project # AIC004 as outlined in the project budget and work plan. |
| VI. | NHE’s Responsibilities: |
| A. | Project Activity: Assure that NHE through its personnel, staff and management is actively involved in all phases of Project # AIC004 and that NHE meets its commitment requirements. | ||
| B. | Payment of AURI/AIC Invoices: Make payment of each AURI/AIC invoice within 30 days of the invoice date. | ||
| C. | Reports: A report outlining NHE’s progress and in-kind portion of the project match shall be submitted with each invoice payment. | ||
| D. | Irrevocable Letter of Credit: Provide to AURI/AIC a bank’s irrevocable letter of credit, or other documentation acceptable to AURI/AIC certifying the availability of cash committed to Project # AIC004. | ||
| E. | Workplan and Budget: NHE shall fully comply with Project # AIC004, the project workplan and budget as presented in the Appendices to this Agreement. See paragraph “XII. Amendment” of this agreement regarding changes to the project agreement. |
| VII. | Non-Payment of Invoices: Non-payment of AURI/AIC invoices by NHE will result in project suspension on day thirty-five (35) following the invoice date. | |
| VIII. | Default: If NHE fails to perform any term, condition or responsibility created by this Agreement with respect to Project # AIC004 the providing of Core Services by |
| AURI/AIC shall immediately cease. Xxxx XXX’s failure to perform any term, condition or responsibility created by this Agreement with respect to Project # AIC004, NHE shall be responsible to pay AURI/AIC the value of each, any and all Core Services provided by AURI/AIC to Project # AIC004. | ||
| IX. | Waiver of Claims. NHE waives and forever discharges any claim for damages or specific performance whether at law or in equity with regard to Core Services which NHE receives or does not receive from AURI/AIC pursuant to this collaborative agreement. | |
| NHE shall indemnify, hold harmless and defend AURI/AIC and its employees from any and all claims and causes of action arising from the failure of any third party to fulfill its funding commitment to NHE or AURI/AIC. This paragraph shall survive the termination of this agreement. | ||
| X. | Project Completion: Upon completion of Project #AIC004: |
| A. | AURI/AIC shall provide to NHE a final invoice for any outstanding cost-shared expenditures. | ||
| Upon AURI/AIC receiving final payment from NHE, AURI/AIC shall provide: |
| 1. | A final report to NHE, and | ||
| 2. | A Receipt of NHE’s final payment, and | ||
| 3. | Documentation of the Center’s services provided. |
| B. | NHE shall pay the invoice within 30 days of the date of the final invoice, and shall provide documentation of match not previously reported to AURI/AIC. |
| XI. | Promotion/Publicity: NHE shall not use AURI/AIC’s name for advertising, promotional, or publicity purposes, other than to reflect the collaborative relationship of AURI/AIC and NHE without the written permission of AURI/AIC’s Director of Communications. | |
| XII. | Assignment: NHE shall not assign or transfer any right(s) or obligation(s) created by this agreement without the prior written consent of AURI/AIC. | |
| XIII. | Amendment: This collaborative agreement may only be changed by a written amendment approved and signed by AURI/AIC and NHE. | |
| XIX. | Waiver: AURI/AIC does not waive any of its rights by failing to enforce any obligation of NHE which is created by this agreement. |
| XV. | Parties Bound: This funding agreement shall bind AURI/AIC, its Assigns or Successors in interest and NHE, its Assigns or Successors in interest. | |
| XVI. | Confidentiality: AURI/AIC will treat all mutually agreed upon information provided by applicant as confidential. Minnesota Statutes stipulate that information provided to or gathered by AURI/AIC related to its programs must be treated as private data. Such data includes: |
| A. | Financial data, statistics and information furnished in connection with AURI/AIC and/or AURI/AIC financial assistance, including credit information, financial statements of net worth, income tax returns (either personal or corporate) and any other personal financial records; | ||
| B. | Security information, trade secret information, or labor relations information disclosed to members of the Board or employees of AURI/AIC with regard to service delivery. |
| If proprietary information is provided to AURI/AIC, it should be limited, set apart from the rest of the text of the application, and clearly marked as CONFIDENTIAL. AURI/AIC will limit the dissemination of such information to staff and project reviewers on a confidential basis; but in any event, AURI/AIC does not assume any liability for inadvertent disclosures. | ||
| Once a project is approved for assistance, to the extent permitted by law, AURI/AIC will not make public any information disclosing product, process, commodity, invention, technology, innovation, or service delivered through the Green Field Energy Program until a patent, copyright or trademark is applied for, or for two years after completion of the project, whichever comes first. In any event, AURI/AIC does not assume any liability for inadvertent disclosure. | ||
| XVII. | Captions: Captions in this funding agreement are for convenience of reference only. | |
| XVIII. | No Partnership, Joint Venture, or Fiduciary Relationship Created: Nothing contained in this collaborative agreement shall be interpreted so as to create a joint venture or relationship of principal or agent between AURI/AIC and NHE. | |
| XIX. | Cumulative Rights: No right or remedy conferred or reserved to AURI/AIC or NHE is exclusive. Each right or remedy shall be cumulative and in addition to every other right or remedy existing at law, in equity or by Statute. Delay or omission on the part of AURI/AIC or NHE in exercising any right shall not operate as a waiver of such right or any other right. A waiver of a right or remedy on any one occasion shall not be considered as a bar or waiver of the ability to exercise any right or remedy in the future. | |
| XX. | Entire Agreement: This collaborative agreement contains the entire understanding of AURI/AIC and NHE. No representations, promises or undertakings, whether oral, implied or written have been made by either AURI/AIC or NHE unless expressly stated in this collaborative agreement and neither AURI/AIC nor NHE has relied on any verbal |
| representations, agreements, or understandings not expressly set forth in this collaborative agreement. | ||
| XXI | Attorney’s Fees: In any action or proceeding pursuant to this agreement, the prevailing party shall be entitled to any fees, costs, expenses and disbursements from the non-prevailing party. This paragraph will survive the termination of this agreement. | |
| XXII. | Minnesota Law: This agreement shall be construed and enforced pursuant to the laws of the State of Minnesota. |
In WITNESS WHEREOF, AURI/AIC and NHE sign this agreement to be effective on the day and date first
above written.
| New Harvest Ethanol | Agricultural Utilization Research Institute / Agricultural Innovation Center (AURI/AIC) | |||||
By:
|
/s/ Xxxxxx Xxxxxxxx | By: | /s/ Xxxxx Xxxxx | |||
| Title: Chief Manager | Executive Director | |||||
| Signed on the 7th day of Sept. | Signed on the 3rd day of Sept. 04 | |||||
APPENDICE
| A. | Budget-Work Plan |
Work
Plan — Budget (Detail)
Title: AIC 004 New Harvest Ethanol
Funding Contributions Summary
AURI/AIC Staff Time |
$ | 6,453.92 | ||
New Harvest Cash |
$ | 100,000.00 | ||
New Harvest In-Kind |
$ | 5,000.00 | ||
Federal Cash |
$ | 105,000.00 | ||
Total Project Budget |
$ | 216,453.92 | ||
Internal AIC Resources Needed
| Staff member | Task | Deliverable | Approx Hrs | |||||
Xxxxxxx Xxxxxx
|
Project Development | Developed Project | 150 | |||||
| Totals | 150 | |||||||
AIC Center Staff
| Staff member | Task | Deliverable | Approx Hrs | |||||
Center Admin Staff |
Project Administration | Project Administration | 22 | |||||
| 22 | ||||||||
| Total Staff Resources Committed | $ | 6,453.92 | ||||||
External Collaborators / Service Providers
| AURI | Partner | New Harvest | Federal | ||||||||||||||||||||||||
| Service Provider | Task | Deliverable | Approx Cost | Cash | In-Kind | Cash | In-Kind | Cash | Cash | ||||||||||||||||||
Unknown
|
Process and Environmental Analysis | Completed assessment with go/no go recomedation |
40,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Unknown
|
Engineering Review and Feasibility | Completed assessment with go/no go recomedation |
40,000 | 20,000 | 20,000 | ||||||||||||||||||||||
Unknown
|
Business / Marketing Plan | Completed Plan | 30,000 | 30,000 | |||||||||||||||||||||||
Unknown
|
Legal Consultation | Completed Business Structure | 30,000 | 30,000 | |||||||||||||||||||||||
Unknown
|
Consultant/ Project Management | 60,000 | 60,000 | ||||||||||||||||||||||||
CDS
|
Producer Training | Educated Board of Directors | 10,000 | 5,000 | 5,000 | ||||||||||||||||||||||
| Totals | 210,000 | 5,000 | 100,000 | 105,000 | |||||||||||||||||||||||
Direct & Indirect Project-Related Expenses
| AURI | Partner | New Harvest | Federal | |||||||||||||||||||||||
| Month | Vendor | Description | Approx Cost | Cash | In-Kind | Cash | In-Kind | Cash | Cash | |||||||||||||||||
| Totals | ||||||||||||||||||||||||||
Project-related Travel
| AURI | Partner | Beneficiary | Federal | |||||||||||||||||||||||
| Month | Destination | Purpose | Approx Cost | In-Kind | In-Kind | In-Kind | Cash | |||||||||||||||||||
| Totals | ||||||||||||||||||||||||||
AGRICULTURAL INNOVATION CENTER
CENTER FOR PRODUCER-OWNED ENERGY
CENTER FOR PRODUCER-OWNED ENERGY
Resolution 04-04
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE AGRICULTURAL INNOVATION CENTER, CENTER FOR
PRODUCER-OWNED ENERGY THAT THE FOLLOWING IS HEREBY APPROVED*:
Project Name: |
New Harvest Coop | |
| Project Team Number: AIC-O04 | ||
Applicant: |
New Harvest Ethanol | |
| 000 Xxxxxx Xxxx 00, Xxxxx 0 | ||
| Xxxxxxxxx, XX 00000 | ||
Program: |
Green Field Energy Program (GFEP) | |
AIC Funds Requested: |
$105,000 (AIC Federal Project Fund) | |
Phase I: |
$40,000 | |
Producer Training: |
$5,000 | |
Phase II**: |
$60,000 | |
New Harvest Ethanol: |
$100,000 (Cash Match) | |
Phase I: |
$40,000 | |
Phase II**: |
$60,000 | |
New Harvest Ethanol: |
$5,000 (In-Kind Match) | |
Phase I — Producer Training |
| * | Approval is contingent upon cash and in-kind match being obligated by contributing partners. | |
| ** | Phase II is contingent upon successful completion of Phase I. |
Adopted: September 16, 2004
| /s/ Xxx Xxxxxxxx | ||||
| Xxx Xxxxxxxx, President | ||||
AURI/New Harvest/Agassiz Energy Grant — September 16, 2004 through June 1, 2006
| Date | Provider | Deliverable | XXXX | Xxxxxxx | In-kind | |||||||||||||||
| Project Feasibility — $80,000 ($40,000 each) | ||||||||||||||||||||
| 1/15 | Greenway | Consulting Plan | $ | 10,000 | $ | 10,000 | ||||||||||||||
| 5/10 | NRG/Greenway | Environmental Analysis | $ | 10,000 | $ | 10,000 | ||||||||||||||
| 5/10 | Greenway | Process Analysis | $ | 10,000 | $ | 10,000 | ||||||||||||||
| 5/10 | Greenway | Engineering Review | $ | 10,000 | $ | 10,000 | ||||||||||||||
| Business/Marketing — $45,000 AURI | ||||||||||||||||||||
| 10/05 | Val-Add Service | Business Plan | $ | 10,000 | $ | 10,000 | ||||||||||||||
| 12/05 | Val-Add Service | Business Plan | $ | 11,500 | $ | 11,500 | ||||||||||||||
| Legal Consultation — $75,000 AURI | ||||||||||||||||||||
| 12/05 | Xxxxxxx, X’Xxxxx | Legal — Contract signing | $ | 12,500 | $ | 12,500 | ||||||||||||||
| 3/06 | Xxxxxxx, O’Brien | Legal — SEC filing | $ | 12,500 | $ | 12,500 | ||||||||||||||
| 4/06 | Xxxxxxx, X’Xxxxx | Legal — SEC amendment | $ | 7,500 | $ | 7,500 | ||||||||||||||
| 6/06 | Xxxxxxx, O’Brien | Legal SEC amendment | $ | 5,000 | $ | 5,000 | ||||||||||||||
| Board Training $10,000 — ($5,000 each) | ||||||||||||||||||||
Board mileage |
1/25 | Board members | training | $ | 2,890 | |||||||||||||||
Xxxxxx In-kind |
1/25 | Xxxxxx | training | $ | 1,269 | |||||||||||||||
Xxxxxx Expenses |
1/25 | Xxxxxx | training | $ | 1,269 | |||||||||||||||
Meals, Conference Phone |
1/25 | UMC | training | $ | 139 | |||||||||||||||
Xxxxxx Expenses |
5/10 | Xxxxxx | training | $ | 2,286 | |||||||||||||||
Xxxxxx In -kind |
5/10 | Xxxxxx | training | $ | 1,694 | |||||||||||||||
| Expended to Date | $ | 102,694 | $ | 99,000 | $ | 5,853 | ||||||||||||||
| Grant Amount | $ | 105,000 | $ | 100,000 | $ | 5,000 | ||||||||||||||
AMENDMENT #1 TO
AGRICULTURAL UTILIZATION RESEARCH INSTITUTE
AGRICULTURAL INNOVATION CENTER (AIC)
Minnesota’s Center for Producer-Owned Energy
Green Field Energy Program
AGRICULTURAL INNOVATION CENTER (AIC)
Minnesota’s Center for Producer-Owned Energy
Green Field Energy Program
RE: AIC
Project number AIC004 “Agassiz Energy, LLC” Project:
Item I. Duration of the agreement: “This collaboration agreement shall be effective from September
16, 2004 through June 30, 2005.” is restated to read “This collaboration agreement shall be
effective from September 16, 2004 through June 1, 2006.”
All other portions of the Agreement remain the same.
| Agricultural Utilization Research Center/ | Agassiz Energy, LLC | |||||
| Agricultural Innovation Center (AURI/AIC) | ||||||
By:
|
/s/ Xxxxx Xxxxx | By: | /s/ Xxxxxx Xxxxxxxx | |||
| Xxxxx Xxxxx | Xxxxxx Xxxxxxxx | |||||
Title:
|
Executive Director | Title: | Chief Manager | |||
Date:
|
September 22, 2005 | Date: | September 23, 2005 | |||
| Work Plan — Budget (Detail) | ||||||||||
| Title: | AIC004 | September 7, 2005 — Revised | ||||||||
Internal AIC Resources Needed
| AURI | ||||||||||
| Staff Member | Task | Deliverable | Approx Hrs | In-Kind | ||||||
Xxxxxxx Xxxxxx
|
Project Development | Develop Project | 150 | |||||||
| Totals | 150 | |||||||||
AIC Center Staff
| Federal | ||||||||||
| Staff Member | Task | Deliverable | Approx Hrs | Cash | ||||||
Xxx Xxxxx
|
Project Management | Develop Project | 150 | |||||||
| 150 | ||||||||||
External Collaborators / Service Providers
| AURI | Partner | Beneficiary | Federal | |||||||||||||||||||||||
| Service Provider | Task | Deliverable | Approx Cost | Cash | In-Kind | Cash | In-Kind | Cash | Cash | |||||||||||||||||
Greenway
|
Process & environmental Analysis | Completed with go/nogo decision | 40,000 | 20,000 | 20,000 | |||||||||||||||||||||
Greenway
|
Engineering Review & Feasibility | Completed with go/nogo decision | 40,000 | 20,000 | 20,000 | |||||||||||||||||||||
Unknown
|
Business/Marketing Plan | Completed Plan | 75,000 | 45,000 | 30,000 | |||||||||||||||||||||
Unknown
|
Legal; consultation | Completed Business Structure | 45,000 | 15,000 | 30,000 | |||||||||||||||||||||
CDS
|
Producer Training | Educated Board of Directors | 10,000 | 5,000 | 5,000 | |||||||||||||||||||||
| Totals | 210,000 | 5,000 | 100,000 | 105,000 | ||||||||||||||||||||||
Direct & Indirect Project-Related Expenses
| AURI | Partner | Beneficiary | Federal | |||||||||||||||
| Month | Vendor | Description | Approx Cost | Cash | In-Kind | Cash | In-Kind | Cash | Cash | |||||||||
| Totals | ||||||||||||||||||
Project-related Travel
| AURI | Partner | Beneficiary | Federal | |||||||||||
| Month | Destination | Purpose | Approx Cost | In-Kind | In-Kind | In-Kind | Cash | |||||||
| Totals | ||||||||||||||
