BEN HILL GRIFFIN, INC. CITRUS MARKETING CONTRACT
XXX
XXXX
XXXXXXX, INC.
This
agreement, made and entered into this 26th
day of
February,
2004,
by and
between XXX XXXX XXXXXXX, INC. of Frostproof, Florida hereinafter referred
to as
XXXXXXX and Alico,
Inc.
of
Xxxx
Xxxxxx Xxx 000, Xx Xxxxx, XX 00000
hereinafter referred to as GROWER, wherein GROWER agrees to sell and XXXXXXX
agrees to buy the following described fruit covering the 2004/2005
Fruit
Season and is written as a continuing contract to cover subsequent fruit seasons
subject to (1) modifications to meet changing conditions and (2) cancellation
by
either party by giving notice to August first preceding the next fruit
season.
VARIETY #
OF
BOXES VARIETY #
OF
BOXES
E/M Specialty
Varieties
Valencia
Colored
Grapefruit
LOCATION Grove
located in Polk, Xxxxxx and Xxxxxxx Counties
UTILIZATION:
Delivery of this fruit shall be at the discretion of Xxxxxxx, and unless
otherwise provided, XXXXXXX shall direct the flow of above fruit to whatever
processing facility it is best suited for use as concentrate, sections, or
fresh
fruit. The title to all fruit delivered under the terms of this agreement shall
pass to XXXXXXX at time of delivery.
SPECIFICATIONS:
Each load of fruit must meet all applicable laws and regulations and must meet
XXXXXXX’X delivery requirements. Each load of concentrate oranges must have a
minimum solids content of 10.5 Brix and a minimum ratio of 12.0.
POOLS:
CONCENTRATE:
Five concentrate pools will be operated: Early-Midseason Oranges, Late Oranges,
White Grapefruit, Colored Grapefruit and Mandarins. Honey Tangerines will be
pooled with Early-Midseason Oranges. The Mandarin Pool will include Temples,
Tangerines, Tangelos and all other Mandarin varieties. Fruit not meeting
XXXXXXX’X standard, but nevertheless accepted under emergency conditions, may be
placed in separate pools.
SECTIONS:
Three basic sections pools will be operated: Xxxxxx Grapefruit, White Grapefruit
and Colored Grapefruit. Fruit not meeting XXXXXXX’X standards, but nevertheless
accepted under emergency conditions, may be placed in separate
pools.
FRESH
FRUIT: A pool will be operated for each regular and late bloom variety.
Eliminations will be processed as concentrate or sections in accordance with
the
utilization paragraph of this agreement.
CREDITS:
GROWER’S account will be credited with 100% of the amount of net pounds of fruit
solids or the number of net weight boxes delivered to and accepted by processing
facilities as determined by the State Inspection Service through its standard
test. Fresh fruit accounting will be on 1 3/5 bushel standard box
basis.
SERVICE
FEE: For each box of fruit handled a fee not to exceed $.08 per box will be
assessed to GROWER’S account.
RETURNS:
CONCENTRATE:
Returns will be based on net revenues received from concentrate returns
applicable to each pool.
SECTIONS:
Returns will be based on net revenues received from sections returns applicable
to each pool.
FREASH
FRUIT: Returns will be based on net sales revenues by variety on a packed 1
3/5
bushel box equivalent basis, less GROWER’S prorated share of XXXXXXX’X audited
costs regarding all fresh fruit, in addition to a charge shown
below:
CITRUS
TYPE FRESH
FRUIT CHARGE
Oranges $.09
(Per
packed Carton)
Grapefruit $.09
(Per
packed Carton)
Temples,
Tangelos and Tangerine $.125
(Per packed Carton)
MARKETING
FEES: A Marketing Fee will be charged on fresh fruit at the rate of 1 ¼% of the
net sales revenue received by XXXXXXX for all fresh fruit sold.
HARVESTING:
XXXXXXX will arrange for the picking, hauling and delivery of the fruit covered
by this contract OR
GROWER
may exercise the privilege to make his own arrangements for harvesting this
fruit, subject to approval of XXXXXXX.
In
the
event XXXXXXX is to arrange for harvesting of this fruit, harvesting will begin
as soon as practical after the fruit meets State and USDA tests and XXXXXXX’X
delivery requirements.
Harvesting
cost will be advanced by XXXXXXX and will be charged to GROWER’S
account.
In
the
event GROWER or his agent is to harvest the fruit, arrangements must be made
with XXXXXXX for the delivery of this fruit after it meets applicable maturity
standards. XXXXXXX agrees to advance at no interest charge to GROWER, reasonable
harvesting costs and Growers who deliver their own fruit.
PAYMENTS
AND SETTLEMENT:
CONCENTRATE:
XXXXXXX will make periodic advances on concentrate pools from time to time
throughout the year based on realized sales returns for the respective pools,
and final payment will be made as soon as practicable after January 15 of each
year.
SECTIONS:
XXXXXXX will make periodic advances on sections pools from time to time
throughout the year based on realized sales returns for the respective pools,
and final payment will be made as soon as practicable after September 30 of
each
year.
FRESH
FRUIT: XXXXXXX will make periodic advances on fresh fruit pools from time to
time throughout the year based on realized sales returns for the respective
pools, and final payment will be made as soon as practicable after September
30
of each year.
SPECIAL
ADVANCES: XXXXXXX may make advances greater than those computed for normal
periodic advances. These special advances shall bear interest at the prevailing
prime rate charged by Sun Bank, N.A. plus ¼% per annum. This contract shall not
terminate until all advances made hereunder and accrued interest have been
collected by XXXXXXX. In the event of a bonafide sale of grower’s property, this
contract may be canceled at the time the deed of transfer is recorded, provided
all other conditions are met.
CERTIFICATION:
The return paid by XXXXXXX to GROWER for citrus fruit under this agreement
shall
be certified by a firm of Credited Public Accountants.
OWNERSHIP
WARRANTY: GROWER warranted full right and authority to sell and deliver all
of
the fruit sold under this contract, free and clear of all liens, encumbrances
and restrictions and this shall be a continuing warranty during the life of
this
contract.
LIABILITY
FOR DEFAULT: Neither party shall be liable for any default in the performance
of
its obligations hereunder occasioned by Acts of God, strikes, lockouts,
embargoes, shortages of equipment, or other conditions beyond its
control.
ACCESS:
XXXXXXX, its agent and employees, shall have full and free rights of ingress
and
egress to GROWER’S property at any and all times for the purpose of inspecting,
testing and removing such fruit.
STATUTORY
STATEMENT: A Bond or Certified of Deposit posted with the Florida Department
of
Agricultural and Consumer Services does not necessarily insure full payment
of
claims for any non-performance under this contract.
FLORIDA
CITRUS MUTUAL: XXXXXXX is/is not authorized to deduct Florida Citrus Mutual
assessments from payments to GROWER (Circle one).
BEST
EFFORTS: XXXXXXX’X own fruit returns are governed by the same factors that
determine GROWER’S fruit returns; accordingly, XXXXXXX hereby guarantees its
best efforts to minimize costs and maximize sales revenues in order to provide
maximum returns to GROWER.
GROWER
TIN#
WITNESS:
GROWER:
ALICO, INC.
BY:
/S/:
Xxxx X. Xxxxxxxxx, CEO
WITNESS:
/S/:
Xxxxx Xxxxxxxx XXX
XXXX
XXXXXXX, INC.
BY:
/S/:
Xxx Xxxx Xxxxxx, III, CEO
FIRST
ADDENDUM to Xxx Xxxx Xxxxxxx, Inc.’s Citrus Marketing Contract dated
_February
26, 2004,
between Xxx Xxxx Xxxxxxx, Inc. and Alico,
Inc.
(Grower).
Where
this FIRST ADDENDUM may be inconsistent with the printed portion of the Xxx
Xxxx
Xxxxxxx, Inc. Citrus Marketing Contract, the terms of the FIRST ADDENDUM shall
prevail.
This
Citrus Harvesting and Marketing Agreement shall cover all fruit owned by Alico,
with the exception of the Early/Mid and Valencia fruit from 2X6 Grove which
is
contracted by Alico to Tropicana, and the Alico fruit contracted by Alico to
Florida Orange Marketers, and shall become effective upon closing of that
certain Addendum to Settlement Agreement and Plan of Corporate Reorganization
and Separation of BHG, Inc. and Xxx Xxxx Xxxxxxx, Inc., dated December 27,
2001,
and shall run for five (5) complete crop seasons (i.e. August 1 thru July 31)
provided this agreement shall be cancelable by either party with one year prior
written notice, with the effective date of such notice being August 1 of the
first crop season which begins on or after the first anniversary of such notice
with respect to no more than 50% of the fruit commitment for the season in
which
the notice is effective and for all subsequent seasons. Thereafter, with
one-year prior written notice, with the effective date of such notice being
August 1 of the first crop season which begins on or after the first anniversary
of such notice, either party may cancel up to the balance of the remaining
fruit
commitment for the season in which the notice is effective and for all
subsequent seasons.
/S/:
Xxx Xxxx Xxxxxxx /S/:
Xxxx X. Xxxxxxxxx
Xxx
Xxxx
Xxxxxxx,
Inc.
Alico, Inc
Date:
2/26/04 Date:
2/26/04
This
agreement is to cover that portion of Alico’s fruit from the 2X6 Grove that is
committed to Alico’s Tropicana Products, Inc. Agreement, and that portion of
Alico’s fruit that is committed directly to Florida Orange Marketers. The
agreement is to cover estimating, field services, supervision of harvesting,
harvesting, roadsiding and hauling of the fruit committed to the two above
mentions contracts.
Xxx
Xxxx
Xxxxxxx, Inc. will schedule the harvesting services based on the delivery
schedule by Tropicana Products, Inc. and Florida Orange Marketers and will
xxxx
Xxxxx the month following service rendered.
This
Citrus Harvesting and Marketing Agreement shall become effective upon closing
of
that certain Addendum to Settlement Agreement and Plan of Corporate
Reorganization and Separation of BHG, Inc. and Xxx Xxxx Xxxxxxx, Inc., dated
December 27, 2001, and shall run for five (5) complete crop seasons (i.e. August
1 through July 31) provided this agreement shall be cancelable by either party
with one year prior written notice, with the effective date of such notice
being
August 1 of the first crop season which begins on or after the first anniversary
of such notice with respect to no more than 50% of the fruit commitment for
the
season in which the notice is effective and for all subsequent seasons.
Thereafter, with one-year prior written notice, with the effective date of
such
notice being August 1 of the first crop season which begins on or after the
first anniversary of such notice, either party may cancel up to the balance
of
the remaining fruit commitment for the season in which the notice is effective
and for all subsequent seasons.
/S/:
Xxx Xxxx Xxxxxxx /S/:
Xxxx X. Xxxxxxxxx
Xxx
Xxxx
Xxxxxxx,
Inc. Alico,
Inc
Date:
2/26/04
Date: 2/26/04
THIRD
ADDENDUM to Xxx Xxxx Xxxxxxx, Inc. Citrus Marketing Contract dated February
26, 2004,
between
Xxx Xxxx Xxxxxxx, Inc. and Alico, Inc. (Grower).
Where
the
THIRD ADDENDUM may be inconsistent with the FIRST and SECOND ADDENDUM or the
printed portion of the Xxx Xxxx Xxxxxxx, Inc. Citrus Marketing Contract, the
terms of the THIRD ADDENDUM shall prevail.
For
the
2005/2006 citrus harvesting season Xxx Xxxx Xxxxxxx, Inc. will be responsible
for the estimating, supervision of harvesting, harvesting and marketing of
the
fruit from the following blocks/xxxxxx for Alico, Inc.
Early/Mid: Corkscrew,
West Corkscrew, KT, Bereah, Church, Xxxxxxxxx 1 & 2, Xxxxxxx, Xxxxxx Xxxxx
30, Pittsburg, Babson Park, Xxxxxxxx, Xxx, Livingston, Reedy, Lost Grove and
Saddlebag
Valencia: Corkscrew,
West Corkscrew, KT blocks 00-00, Xxxxxxx, Xxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxx
2,
Xxxxxxxx and Lost Grove
Fresh
Fruit
Navel: All
of
the Xxxxx block, all of the Corkscrew block
Orlando
Tangelo: Xxxxxx
Xxxx xxxxx
Xxxxxxxxxx: 0X0,
Xxxxxxxxx, Xxxxxxxxx and Saddlebag
Murcott: KT,
Corkscrew - with the exception of blocks 10, 11, 12, 13 & 14, (see attached
map).
Alico,
Inc. will assume responsibility for the Tropicana 2X6 contract and the Alico-FOM
contract beginning with the 2005/2006 harvest season.
For
the
2006/2007 citrus harvesting season Xxx Xxxx Xxxxxxx, Inc. will be responsible
for the following blocks/xxxxxx for Alico, Inc.
Early/Mid: Xxxxxxx,
Xxxxxx Xxxxx 30, Pittsburg, Babson Park, Xxxxxxxx, Xxx, Livingston, Reedy,
Lost
Grove and Saddlebag
Valencia: Xxxxxxx,
Oak Island, Pittsburg, Xxxxxxxxx 2, Xxxxxxxx and Lost grove
Fresh
Fruit:
Navel: Xxxxx
& Corkscrew
Orlando
Tangelo: Babson
Park
Grapefruit: 2X6,
Corkscrew, Pittsburg & Saddlebag
Murcott: KT,
Corkscrew (with the exception of blocks 10, 11, 12, 13 & 14)
The
2006/2007 season completion will end the Citrus Marketing Contract between
Xxx
Xxxx Xxxxxxx, Inc. and Alico, Inc.
/S/:
Xxx Xxxx Xxxxxxx, IV /S/:
Xxxx X. Xxxxxxxxx
Xxx
Xxxx
Xxxxxxx, Inc. Alico,
Inc.
Date:
August
9, 2005 Date:
August
15, 2005
