EXHIBIT 10.11
AGREEMENT
This Agreement ("Agreement") is entered into by and between Yamhill Valley
Vineyards, Inc., an Oregon corporation ("Yamhill"), and Xxxxx Xxxxxxxx, an
individual ("Xxxxxxxx").
RECITALS
X. Xxxxxxxx owns certain real property located at 00000 XX Xxxxxxxxx
Xx., XxXxxxxxxxx, Xxxxxx 00000 in Yamhill County, Oregon (the
"Subject Property").
X. Xxxxxxxx desires to develop a 12 acre vineyard on the Subject
Property to produce Pinot Noir grapes (the "Vineyard").
C. Yamhill is a winery which is in the business of producing wines from
the Pinot family of grapes, including, but not limited to, Pinot
Noir, and Yamhill desires to assist Xxxxxxxx with the development of
the Vineyard.
AGREEMENT
The parties hereby agree as follows:
1. Development and Management of Vineyard. Yamhill will provide the
following to Xxxxxxxx in connection with the development and management of the
Vineyard:
a. Yamhill will advance such funds to Xxxxxxxx as may be reasonably
necessary to allow Xxxxxxxx to develop and manage the Vineyard; provided, that,
the aggregate amount of such funds shall not exceed $75,000 without the prior
written consent of Yamhill, which consent may be withheld at Yamhill's sole and
complete discretion;
x. Xxxxxxxx shall consult with Yamhill with respect to all
viticultural matters which impact the quality of the grapes produced in the
Vineyard; and
x. Xxxxxxxx shall consult with Yamhill to determine the appropriate
dates to harvest the grapes produced in the Vineyard.
2. Compensation. In exchange for the advancement of funds and the
provision of services under this Agreement, Xxxxxxxx hereby agrees to deliver to
Yamhill, without additional consideration therefor, Pinot Noir grapes grown in
the Vineyard on the following terms and conditions:
a. The quantity of Pinot Noir grapes to be delivered by Xxxxxxxx to
Yamhill shall be determined by dividing (i) the sum of the amount of the funds
so advanced plus all labor costs and supply costs incurred by Yamhill in
performing its obligations under this Agreement less the value of grapes
previously delivered by Xxxxxxxx to Yamhill under this Section 2, by (ii) the
average price per ton for Yamhill County grapes as published in the Oregon
Vineyard Report from
the Oregon Agricultural Statistics Service for the year prior to the year in
which such grapes are harvested. The total quantity to be delivered shall be
determined to the nearest 1/100th ton.
b. The Pinot Noir grapes shall be delivered from the first harvest
of Pinot Noir grapes from the Vineyard determined by Yamhill, in its sole
discretion, to be of commercial quality. In the event that such harvest produces
a quantity of Pinot Noir grapes of commercial quality which is less than the
quantity required to be delivered by Xxxxxxxx under subsection 2(a) above, then
all of the Pinot Noir grapes of commercial quality produced by the Vineyard
shall be delivered to Yamhill and the remaining amount of Pinot Noir grapes
required to be delivered by Xxxxxxxx under subsection 2(a) above shall be
delivered out of subsequent harvest(s).
3. Harvest. Xxxxxxxx, after consultation and with the consent of Yamhill's
winemaker and viticulturist, shall determine the appropriate dates to harvest
the Pinot Noir grapes. Xxxxxxxx shall be responsible for harvesting the Pinot
Noir grapes and transporting them to Yamhill's place of business.
4. Quality Standards. Prior to delivery to Yamhill, the Pinot Noir grapes
shall be sampled and tasted. Any Pinot Noir grapes determined by Yamhill, in its
sole discretion, to be of unacceptable quality may be rejected by Yamhill.
5. Title and Risk of Loss. Title and risk of loss to the Pinot Noir grapes
will pass to Yamhill upon acceptance by Yamhill at Yamhill's place of business
pursuant to Section 4 above.
6. Attorney Fees. The prevailing party in any litigation required to
enforce or interpret any term of this Agreement is entitled to recover its
reasonable attorney fees, costs and disbursements, and any attorney fees, costs
and disbursements on appeal or in any bankruptcy proceeding including, but not
limited to, motions for relief of stay or adversary proceedings or those terms
as defined under the bankruptcy code.
7. Choice of Laws; Jurisdiction. This Agreement will be governed by the
laws of the State of Oregon. In the event of a dispute arising under or related
to this Agreement, both parties consent to jurisdiction in the state courts
located in Yamhill County, Oregon, and agree that such courts will be the
exclusive venue for the resolution of such dispute.
8. Amendment. No part of this Agreement shall be amended or modified
except by the written consent of both parties.
9. Term. Either party may terminate this Agreement upon 30 days' prior
written notice to the other party at the party's principal place of business;
provided, that Xxxxxxxx may not terminate this Agreement unless prior to such
termination Xxxxxxxx has fulfilled his obligations under Section 2 of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date set forth below.
Yamhill Valley Vineyards, Inc.
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By: Xxxxx X. Xxxxxx, President
Date:
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Xxxxx Xxxxxxxx
Date:
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