Engineering, Procurement & Construction Agreement

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.
Exhibit 10.13
AGREEMENT
FOR

ENGINEERING, PROCUREMENT AND CONSTRUCTION
BETWEEN
PIONEER TRAIL ENERGY LLC
AND
TIC - THE INDUSTRIAL COMPANY WYOMING, INC.

Table of Contents
Page ARTICLE 1 Definitions and Interpretation 1 1.1 Definitions 1 1.2 Interpretation 8 ARTICLE 2 Contractor' s Work and Other Obligations 9 2.1 Work to be Performed 9 2.2 Commencement of the Work 12 2.3 Compliance with Applicable Laws 14 2.4 Safety 14 2.5 Quality Control 14 2.6 Contractor' s Representative 14 ARTICLE 3 Subcontracts 14 3.1 Major Specialty Consultants, Subcontractors and Equipment Suppliers 14 3.2 Payments to Subcontractors 15 3.3 Major Subcontractors 15 3.4 Subcontract Provisions 15 3.5 Subcontractor Insurance 15 3.6 No Privity with Subcontractors 16 ARTICLE 4 Price and Payment 16 4.1 Contract Price 16 4.2 Taxes 16 4.3 Payment Schedule 17 4.4 Payment Upon Termination 18 4.5 Performance Security 19 ARTICLE 5 Client Services 19 5.1 Client' s Representative 19 5.2 Facility Site 19 5.3 Permits 20 5.4 Operating Personnel 20 5.5 Consumables and Spare Parts 20 5.6 Client' s Scope 20 5.7 Other Client Scope 21 ARTICLE 6 Completion and Acceptance of Project 21 6.1 Mechanical Completion 21 6.2 Startup 22 6.3 Testing 22 6.4 Report 23 6.5 Provisional Acceptance 23 i Table of Contents (continued) Page 6.6 Substantial Completion 25 6.7 Project Completion 27 ARTICLE 7 Completion Dates 28 7.1 Guaranteed Completion Dates 28 7.2 Late Completion Payments 28 7.3 Early Completion Bonus 29 ARTICLE 8 Project Guarantees and Remedies 30 8.1 Performance Guarantees 30 8.2 Payments Reasonable 30 8.3 Payment 30 8.4 Exclusive Remedy 30 ARTICLE 9 Liability and Damages 31 9.1 Limitation of Liability for Articles 7 and 8 Payments 31 9.2 Consequential Damages 31 9.3 Aggregate Liability of Contractor 31 9.4 Applicability of Disclaimers 32 9.5 Precedence and Survival 32 9.6 Survival 32 ARTICLE 10 Warranties and Guarantees of Contractor 32 10.1 Warranties and Guarantees 32 10.2 Standard of Performance 34 10.3 No Liens or Encumbrances 34 10.4 Limitation of Warranties 34 ARTICLE 11 Force Majeure 34 11.1 Force Majeure Event 34 11.2 Excused Performance 35 ARTICLE 12 Scope Changes 36 12.1 Scope Changes 36 12.2 Procedure for Scope Changes 36 12.3 Scope Changes Due to Contractor Error 37 12.4 Scope Changes Due to Changes in Law 37 12.5 Effect of Force Majeure Event 37 12.6 Client-Caused Changes 37 12.7 Effectiveness; Continued Performance Pending Resolution of Disputes 38 12.8 Documentation 38 12.9 Scope Change Order Constitutes Complete Relief 38 ii
Table of Contents (continued) Page ARTICLE 13 Indemnification 38 13.1 General Indemnification 38 13.2 Intellectual Property Infringement 40 13.3 Liens 41 13.4 Notice and Legal Defense 41 13.5 Settlement of Claims 42 ARTICLE 14 Insurance 42 14.1 Not Used 42 14.2 Insurance Obtained by Contractor 42 ARTICLE 15 Termination 46 15.1 Termination for Client' s Convenience 46 15.2 Termination upon Client' s Default 46 15.3 Termination upon Contractor' s Default 47 15.4 Consequences of Termination 48 15.5 Surviving Obligations 49 ARTICLE 16 Assignments 49 16.1 Consent Required 49 16.2 Contractor' s Right to Assign to Affiliates 49 16.3 Successors and Assigns 49 ARTICLE 17 Design Documents 50 17.1 Client Review 50 17.2 Review Not Release of Obligations 50 17.3 Final Documents 50 17.4 Ownership 50 ARTICLE 18 Confidential Information 51 18.1 Confidentiality 51 ARTICLE 19 Differing Site Conditions 51 19.1 Differing Site Conditions 51 ARTICLE 20 Dispute Resolution 52 20.1 Applicability of Resolution Procedures 52 20.2 Management Discussions 52 20.3 Arbitration 52 20.4 Obligations Continue 52 iii Table of Contents (continued) Page ARTICLE 21 [Intentionally Left Blank] 53 ARTICLE 22 Independent Contractor 53 22.1 Contractor as Independent Contractor 53 ARTICLE 23 Representations 53 23.1 Representations 53 ARTICLE 24 Miscellaneous 54 24.1 Past Due Amounts 54 24.2 Delay not Waiver 54 24.3 Choice of Law 55 24.4 Severability 55 24.5 Notice 55 24.6 Section Headings 56 24.7 Amendments 56 24.8 Not Used 56 24.9 No Third Party Rights 56 24.10 Survival of Provisions 56 24.11 Title to the Project 56 24.12 Counterparts 56 24.13 Entire Agreement 56 iv APPENDICES
Appendix A Scope of Work Appendix A-1 Performance Test Protocols Appendix A-2 Performance Guarantees and Liquidated Damages Appendix B-1 Preliminary Schedule of Values Appendix B-2 Form of Progress Invoice Appendix C Project Schedule Summary Appendix D Delta-T License Agreement Appendix E-1 Form of Notice to Proceed Appendix E-2 Form of Limited Notice to Proceed Appendix F Certificate of Financing Appendix G-1 Contractor Final Lien Waiver and Release Form Appendix G-2 Contractor Conditional Lien Waiver and Release Form Appendix G-3 Subcontractor' s Final Lien Waiver and Release Form Appendix H Major Subcontractors Appendix I Not Used Appendix J Not Used Appendix K Unit Rates for Labor and Construction Equipment Appendix L Air Permit Appendix M-1 Form of Guarantee Appendix M-2 Form of Performance Bond v
ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT THIS ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT (" Agreement" ) is made as of April 28, 2006 (" Effective Date" ), by and between Pioneer Trail Energy, LLC, a limited liability company organized and existing under the laws of the state of Delaware (" Clien t" ) and TIC - The Industrial Company Wyoming, Inc., a corporation organized and existing under the laws of the state of Wyoming (" Contractor" ). RECITALS A. Client desires that Contractor design, engineer, procure, construct, Startup, and test the Facility (as hereinafter defined), other than as provided in this Agreement for items within Client' s Scope (as hereinafter defined), as set forth in this Agreement. B. Contractor desires to furnish the Work (as hereinafter defined) on a fixed price, turnkey basis with a guaranteed completion date and in accordance with the terms and conditions specified in this Agreement. NOW, THEREFORE, in consideration of the premises and the mutual covenants setout in this Agreement, the Parties (as hereinafter defined), intending to be legally bound, agree as follows: ARTICLE 1 Definitions and Interpretation 1.1 Definitions . As used in the Agreement, the following terms shall have the following meanings: " Advance Payments" has the meaning set forth in Section 2.2(b). " Agreement" means this document consisting of Articles 1 through 24 and the Appendices A through M-2. " Air Permit" means the Project' s air permit (Permit No. CP05-0030), attached as Appendix L hereto. " Applicable Laws" means laws, ordinances, judgments, decrees, injunctions, writs, rules, regulations, orders and interpretations of any Governmental Authority, including Applicable Permits, as may be in effect at the time of Contractor' s performance under this Agreement. " Applicable Permits" means all permits, approvals and authorizations required to be obtained or maintained in connection with construction of the Facility on the Facility Site and performance of the Work, including the Client Permits and the Contractor Permits. 1 " Client" means Pioneer Trail Energy LLC, a limited liability company organized and existing under the laws of the State of Delaware, and its successors and permitted assigns. " Client Indemnified Parties" shall have the meaning set forth in Section 13.1.1. " Client Permits" shall have the meaning set forth in Section 5.3. " Client' s Representative" shall have the meaning set forth in Section 5.1. " Client' s Scope" shall have the meaning set forth in Section 5.6. " Commencement Date" means the date on which Contractor is to commence performance of the Work (other than as specified by the Limited Notice to Proceed), as specified in the Notice to Proceed delivered to Contractor by Client pursuant to Section 2.2(a). " Consumption Guarantees" means the natural gas and electricity consumption guarantees set forth in Section 1.2.2 of Appendix A-2. " Contract Documents" means the Agreement, the executed Limited Notice to Proceed, the executed Notice to Proceed and all Scope Change Orders, in each case, as they may be amended, modified or supplemented from time to time, and which by this reference are incorporated. " Contract Price" shall have the meaning set forth in Section 4.1. " Contractor" means TIC The Industrial Company Wyoming, Inc. (" TIC" ), a corporation organized and existing under the laws of the state of Wyoming, and its successors and permitted assigns. " Contractor Indemnified Parties" shall have the meaning set forth in Section 13.1.2. " Contractor Permits" shall have the meaning set forth in Section 2.1.5.1. " Contractor Taxes" shall have the meaning in Section 4.2. " Contractor Technology" means all confidential information included in the process information, designs, software and other documents delivered by Contractor to Client under this Agreement or embodied in the Facility or Contractor' s Equipment. " Contractor' s Equipment" means materials, equipment, tools, appliances and items of whatsoever nature required by Contractor for the purposes of Contractor' s furnishing of the Work, but not including materials, equipment, appliances or items intended to form, or forming, part of the Facility. " Contractor' s Representative" shall have the meaning set forth in Section 2.6. 2 " Corrective Action" has the meaning set forth in Section 6.3.1(b). " Corrective Action Plan" shall be any plan by Contractor to take action required pursuant to Section 6.3.1(b). " DDGS" means distiller' s dried grains and solubles. " Delta-T License Agreement" shall have the meaning set forth in Section 17.4. " Design Documents" shall have the meaning set forth in Section 2.1.2. " Dispute" shall have the meaning set forth in Section 20.1. " Early Completion Payments" shall have the meaning set forth in Section 7.3. " Extended Warranty Period" shall have the meaning set forth in Section 10.1.4. " Facility" means the ethanol plant and related facilities to be located in Woodriver, Nebraska, as more fully described in Appendix A. " Facility Site" means the parcel of land in Hall County, Nebraska, on which the Facility will be located, as more particularly described in Appendix A. " Financing Parties" means (i) any and all lenders providing the construction, interim or long-term financing (including a synthetic lease) or any other refinancing thereof for the Project, and any trustee or agent acting on their behalf, and (ii) any and all equity investors providing financing or refinancing for the Project, and any trustee or agent acting on their behalf. " Force Majeure Event" shall have the meaning set forth in Section 11.1. " Good Practices" means those practices, methods, acts, techniques, and standards as may be followed or employed at the time of performance of the Work, and which (i) are generally accepted for use in the ethanol production industry, in connection with project management, design, engineering and construction of an ethanol production facility of the same or similar size and type as the Facility in the region in which the Facility is located, (ii) are commonly used in ethanol plant design engineering, construction, project management and operations for projects of a similar size, type and complexity as the Facility, and (iii) would be expected if the Work is performed in a manner consistent with Applicable Laws and the objectives of reliability, safety, environmental protection, economy and expediency. " Governmental Authority" means any federal, state, local, municipal or other governmental body or agency or subdivision thereof, including any legislative or judicial body, having or asserting jurisdiction over Client or Contractor, and their respective agents and parent corporations or over any part or all of the construction of the Facility on the Facility Site, the performance of the Work or the ownership or operation of the Facility. 3 " Guaranteed Completion Dates" means each of the Guaranteed Provisional Acceptance Date, the Guaranteed Substantial Completion Date and the Guaranteed Project Completion Date. " Guaranteed Performance Conditions" means all conditions upon which the Performance Guarantees are contingent, as defined in Appendix A. " Guaranteed Project Completion Date" means the date that is [*] days after the Guaranteed Provisional Acceptance Date. " Guaranteed Provisional Acceptance Date" means the date that is [*] days after the date that Client delivers to Contractor the Notice to Proceed . " Guaranteed Substantial Completion Date" means the date that is the earlier to occur of (i) [*] days after the Project maximum capacity has been achieved or (ii) [*] days after start-up of the Plant, as determined in accordance with the Air Permit. " Guarantor" means TIC Holdings, Inc. " Hazardous Materials" means: (i) petroleum or any of its fractions, flammable substances, explosives, radioactive materials, hazardous wastes or substances, toxic wastes or substances or any other similar materials or pollutants which pose a hazard to the Facility Site, or to persons on or about same, or cause the Facility Site to be in violation of any law or local approval, or are defined as or included in the definition of " hazardous substances" , " hazardous wastes" , " hazardous materials" , or " toxic" , or words of similar import under any Applicable Law, including, but not limited to: (A) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. a7 9601, et seq.; (B) the Hazardous Materials Transportation Act, as amended, 49 U.S.C. a7 1801, et seq.; (C) the Resource Conservation and Recovery Act, as amended, 42 U.S.C. a7 6901, et seq.; and (D) regulations adopted and publications promulgated pursuant to the aforesaid laws; (ii) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or other equipment which contain dielectric fluid containing levels of polychlorinated biphenyls in excess of 50 parts per million; and (iii) any other chemical, material or substance exposure to which is prohibited, limited or regulated by any Governmental Authority under any environmental laws. " Indemnified Parties" means the Client or Client Indemnified Parties or Contractor or Contractor Indemnified Parties or other persons or entities or any combination thereof, as the context or the usage of such term may require. " Late Completion Payments" shall have the meaning set forth in Section 7.2.1. " Liens" shall have the meaning set forth in Section 13.3. " Limited Notice to Proceed" shall have the meaning set forth in Section 2.2(b). 4 * Certain confidential information on this page has been omitted and filed separately with the Securities and Exchange Commission. " Major Subcontract" means any subcontract of Contractor for the provision of equipment, the value of which subcontract exceeds $1,000,000.00 in the aggregate. " Major Subcontractor" means any Subcontractor party to a Major Subcontract. " Mechanical Completion" means that the following has occurred: (i) all equipment, components, and systems of the Facility necessary for operation of the Facility to produce ethanol, including items within Client' s Scope, have been physically constructed and installed in accordance with this Agreement; (ii) the Contractor has completed the checkout, including, but not limited to, equipment alignment, rotation, and lubrication and hydrostatic testing, ground fault tests, calibration, and continuity checks, and has developed turnover packages, including providing records of inspection and testing, in accordance with the applicable start-up procedures required prior to Startup; (iii) the Facility is ready for commencement of Startup (i.e. including, but not limited to, loop checks, relay checks, and functional checkout completed to support commencement of Startup); (iv) the first draft of the Operating Manuals shall have been transferred from Contractor to Client; and (v) the relevant portion of Contractor' s training program for Client' s operation and maintenance personnel has been completed. Mechanical Completion does not require completion of insulation, painting, architectural work/finishes, final grading and any other portion of the Work not necessary to satisfy the foregoing requirements and not affecting the operability, safety, or mechanical integrity of the Facility. " Monthly Progress Report" means a written report issued monthly by Contractor containing the following information: (i) a description of the status of Contractor' s activities and engineering, manufacturing and construction progress as compared with the Project Schedule (as updated from time to time), including a completion percentage chart which outlines, month by month, completion progress of the Work, (ii) an identification and evaluation of problems and deficiencies in the Work (including an evaluation of any factors which are anticipated to have a material effect on the Project Schedule), (iii) a detailed description of the portions of the Schedule of Values achieved and the Work performed prior to the last date covered by the Monthly Progress Report and the extent to which Progress Payments therefore have been received, (iv) the status of material and equipment deliveries, (v) safety statistics required under Applicable Laws, and (vi) such other information as may be requested by Client and agreed to by Contractor, which agreement shall not be unreasonably withheld. " Notice of Mechanical Completion" shall have the meaning set forth in Section 6.1(a). " Notice of Project Completion" shall have the meaning set forth in Section 6.7.2. " Notice of Provisional Acceptance" shall have the meaning set forth in Section 6.5.2. " Notice of Substantial Completion" shall have the meaning set forth in Section 6.6.2. " Notice to Proceed" shall have the meaning set forth in Section 2.2(a). 5 " Operating Manuals" shall mean the information manuals concerning training of Client' s operators and operation and maintenance procedures as prepared in accordance with and pursuant to the procedures set forth in Article 17 and Appendix A. " Party" or " Parties" means either Client or Contractor or both, as the context or the usage of such term may require. " Parent Guarantee" means a payment and performance guaranty from Guarantor in the form attached as Appendix M-1, which may be required to be provided by Contractor in accordance with Section 4.5. " Performance Bond" shall mean a performance bond, in the amount of 100% of the Contract Price, in the form attached as Appendix M-2, which may be required to be provided by Contractor in accordance with Section 4.5. " Performance Guaranty Payments" shall have the meaning set forth in Section 8.1.1. " Performance Guarantees" shall have the meaning set forth in Section 8.1.1. " Performance Security" shall mean the Parent Guarantee or the Performance Bond, as applicable. " Performance Tests" shall mean the tests set forth under Appendix A-1 and A-2. " Permit" means any valid waiver, exemption, variance, franchise, permit, authorization, license or similar order of or from any Governmental Authority. " Person" means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof. " Preliminary Schedule of Values" means the document set forth as Appendix B-1. " Production Guarantee" means the ethanol production guarantee set forth in Section1.2.1 of Appendix A-2, " Progress Invoice" mean an invoice to be provided in accordance with Section 4.3.1(a), in the form set forth in Appendix B-2. " Progress Payments" shall have the meaning set forth in Section 4.3.1(a). " Project" means the Work, including all equipment, labor, and materials to be furnished to Client by Contractor under this Agreement, all as described in greater detail in Appendix A, and which shall be performed in accordance with the provisions of the Contract Documents, all Applicable Laws, governmental authorizations, Good Practices and recommended equipment supplier guidelines. 6 " Project Completion" means the actual acceptance by Client of the completed Facility in accordance with the provisions of Section 6.7. " Project Guarantees" means the Performance Guarantees, and the guarantees and warranties set forth in Article 8 and Article 10. " Project Schedule" shall have the meaning set forth in Section 2.1.14. " Project Schedule Summary" shall have the meaning set forth in Section 2.1.14. " Project Taxes" shall have the meaning in Section 4.2. " Provisional Acceptance" shall occur when Contractor satisfies the requirements specified in Section 6.5. " Punch List" means the list which sets forth those items of Work pertaining to the performance or documentation of the Project that remain to be completed for the Project to comply with the standards and requirements set forth in this Agreement. As of the date of Mechanical Completion, Contractor shall list those items of Work that remain to be performed with respect to the construction, erection, and installation of the Work; provided, however, such list shall include only those items of Work (i) that do not preclude the Facility or a system of the Facility from commencing with the conduct of Startup, (ii) the absence of which does not create any occupational hazard or hazard to the Work, and (iii) the completion of which is not expected to affect or unreasonably interrupt or interfere with the operability, safety, or mechanical integrity of the Facility in accordance with Good Practices. As of the date of Provisional Acceptance, the Punch List shall not include any items of Work, alone or in the aggregate, the non-completion of which (i) prevents the Facility from being used for the production of ethanol or in accordance with Applicable Laws, or (ii) prevents the Facility from being legally, safely and reliably placed in operation, or (iii) in the exercise of reasonable engineering judgment and Good Practices could have a material adverse effect on the operation or efficiency of the Facility. " Retainage" shall have the meaning set forth in Section 4.3.1(a). " Schedule of Values" shall have the meaning set forth in Section 4.3.1(a). " Scope Change" means any addition to, deletion from, suspension of or other modification of this Agreement approved by Client or Client' s Representative, which necessitates a change in one or more of the Contract Price, the Guaranteed Completion Dates, the Payment Schedule, the Project Schedule or the Project Guarantees or any other condition of this Agreement in accordance with the terms of Article 12. " Scope Change Order" means a written order to Contractor issued and signed by Client or Client' s Representative authorizing a Scope Change. 7 " Scope Change Order Notice" means a written notice issued by Contractor or Contractor' s Representative requesting a Scope Change, submitted to Client or Client' s Representative pursuant to the terms of Section 12.2.1. " Scope Change Order Request" means a written notice issued by Client or Client' s Representative to Contractor or Contractor' s Representative pursuant to terms of Section 12.2.2. " Scope of Work" shall mean the Work described in Appendix A. " Startup" means the process, after Mechanical Completion, of starting and completing initial operation of the systems, sub-systems, and components of the Facility. " Subcontractors" shall have the meaning set forth in Section 3.1. " Substantial Completion" shall occur when Contractor satisfies the requirements specified in Section 6.6. " Termination Payment" shall have the meaning set forth in Section 4.4. " Warranty Period" shall have the meaning set forth in Section 10.1.4. " Work" shall have the meaning set forth in Section 2.1. " Yield Guarantee" means the ethanol yield guarantee set forth in Section 1.2.1 of Appendix A-2. 1.2 Interpretation . (a) Rules of Usage . In this Agreement, unless the context otherwise requires, the singular shall include the plural and vice versa. The terms " include," " includes" and " including" when used in the Contract Document shall be deemed to be followed by the words " without limitation." References to a Section or Appendix shall be a reference to a Section of or Appendix to this Agreement. Time periods expressed as a number of days shall mean calendar days, unless otherwise noted. Reference to a given agreement or instrument shall be a reference to that agreement or instrument as modified, amended, supplemented and restated through the date as of which such reference is made. (b) Conflicting Provisions . Either Party shall promptly notify the other in writing of any apparent ambiguity, conflict or inconsistency among any parts of this Agreement. The Parties will then meet to resolve such conflict, ambiguity or inconsistency. If the Parties are unable to resolve such conflict, ambiguity or inconsistency, it shall be resolved in accordance with Article 20. Unless expressly stated otherwise in this Agreement, in case of conflict between provisions of this Agreement, the order of precedence for conflict resolution in descending order shall be as follows: 8 (i) the Contract Documents, (ii) Appendices A, A-1 and A-2, (iii) Appendix C, (iv) Appendix B-1, and (v) the remaining Appendices in alphabetical order. ARTICLE 2 Contractor' s Work and Other Obligations 2.1 Work to be Performed . Except as otherwise expressly set forth in Article 5, Contractor shall perform or cause to be performed all work and services required in connection with the design, engineering, procurement, construction, construction management, testing and Startup of the Facility so it conforms to and performs in accordance with the terms of the Contract Documents, all Applicable Laws, Governmental Authorizations, Good Practices and recommended equipment supplier guidelines (the " Work" ). 2.1.1 Engineering, Design, Construction and Construction Management . 2.1.1.1 Engineering and Design . Without limiting the generality of Section 2.1, Contractor shall provide engineering and design services necessary for completion of the Facility so that it conforms to and performs in accordance with the Contract Documents, all Applicable Laws, Governmental Authorizations, Good Practices and recommended equipment supplier guidelines, including (a) preparation of (i) conceptual design and (ii) the engineering and detailed design necessary to describe the Work, (b) provision of specifications and criteria for the detailed design by suppliers of equipment, materials and systems for incorporation into the Work, and (c) preparation of drawings, plans, bills of material, schedules and estimates. 2.1.1.2 Construction and Construction Management . Without limiting the generality of Section 2.1, Contractor shall develop a construction plan for the Work and oversee and coordinate the construction of the Project so that it shall conform to and perform in accordance with the terms of this Agreement. Contractor shall require the Subcontractors to perform the Subcontracts in accordance with the relevant requirements of this Agreement. Contractor shall establish and maintain management control systems for the Work and provide construction management services so that the Work conforms to and performs in accordance with the terms of this Agreement. 2.1.2 Documentation and Manuals . Subject to Article 17, Contractor shall submit to Client as they become available from time to time during their preparation, copies of the Operating Manuals and the other documents and manuals listed in Appendix A (collectively, the " Design Documents" ). Except for those Design Documents in Appendix A, all submittals shall be for information purposes only. 2.1.3 Procurement . Without limiting the generality of Section 2.1, Contractor shall procure and pay for, in Contractor' s name as an independent contractor and not as agent for Client, labor, materials, equipment (which shall be new, unused and shall meet Good Practices), supplies, manufacturing and related services (whether on or off the Facility Site) which are 9 required for completion of the Work in accordance with the Contract Documents and which are not explicitly specified as items within Client' s Scope. 2.1.4 Labor and Personnel . Contractor shall provide, or shall cause the Subcontractors to provide, adequate labor and personnel required to complete the Work and achieve Mechanical Completion, and to achieve Provisional Acceptance, Substantial Completion and Project Completion on or before the respective Guaranteed Completion Dates, including without limitation: (a) professional engineers legally qualified to perform engineering services in the applicable jurisdiction; (b) a project manager or other representative who shall be fully acquainted with the Project and shall have the authority to administer the Agreement on behalf of Contractor. Client acknowledges that Contractor is not a licensed or authorized architect or engineer in the State of Nebraska and that Contractor will furnish all design and engineering services required under the Contract Documents by way of subcontract or other agreement with qualified, license ...