Filed by Bowne Pure Compliance



 





Exhibit
10.2









CASH

PURCHASE

(ORANGE)

AGREEMENT




Agreement
Date: November 13, 2006 Agreement Number: A193




Agreement
between ALICO, INC., Grower”) and Tropicana Products, Inc. (“Tropicana”);





	1.	 	TERM/COVERAGE:

	 
	 	 	This Agreement is for the 2006-2007 fruit season. Grower, in consideration of the mutual promises contained
herein and the market provided by Buyer, agrees to sell to Buyer, the following







	 	o	 	BOX CONTRACT






	 	 	 
	VARIETY
	 	BOXES
	 
	 	 





 


 









 






þ      PRODUCTION CONTRACT




All of the Valencia oranges produced in the 2x6 grove, located in Hendry County:




All of Section 11, Township 44 South, Range 31 East, Hendy County, Florida,
less the South 1,550 feet lying West of the Jack Spratt Canal.




All of Section 12, Township 44 South, Range 31 East, Hendry County, Florida,
less the East 990 feet.




The
North 1⁄2 of Section 9, Township 44 South, Range 32 East, Hendry County, Florida,
lying East of the Hendry-Hilliard Canal.




The
East 1⁄2 of Section 10, 44 South, Range 31 East,
Hendry County, Florida.




Tropicana will use its best efforts to send fruit to the Southern Gardens
processing facility. If fruit is directed elsewhere, Tropicana will re-imburse
difference in haul cost.






Grower will invoice Tropicana for haul reimburement
after all fruit is delivered. 





Grower will maintain adequate documentation to
substantiate haul costs and provide such documentation to Tropicana upon
request.




Such groves are referred to herein as the “Groves”, and the Groves when used
herein shall be deemed to include the land on which trees are growing and does
not only mean the trees growing on the land.




	2.	 	PRICING:

	 
	 	 	The gross price per pound of soluble orange juice solids (“pound of solids”) for fruit
delivered under this agreement shall be $2.25 pps gross.

	 
	3.	 	STANDARDS OF ACCEPTABLE FRUIT:

	 
	 	 	The fruit delivered to Tropicana shall comply with the following
minimum standards of quality:







	 	•	 	Round juice oranges

	 
	 	•	 	Pass government inspection

	 
	 	•	 	2” minimum diameter

	 
	 	•	 	10.5 degree brix or higher

	 
	 	•	 	Minimum brix to acid ratio of 13 to 1

	 
	 	•	 	Maximum brix to acid ratio of 23 to 1







	 	 	Tropicana will not be required to accept any Ambersweets, Parson Browns, Robles, Temples,
Murcotts, Tangelos or Navel oranges.

	 
	 	 	Tropicana may, at its discretion, declare fruit not meeting the minimum standards to be
acceptable and, in such event, all other terms of this Agreement, including, but not limited
to, the provisions relating to price and the obligation of Grower to sell, transfer, or
deliver the fruit exclusively to Tropicana, shall apply.

	 
	 	 	Tropicana will not be required to accept any loads of fruit containing excessive trash or
debris, including, but not limited to, bottles, cans, limbs, branches and rocks. The fruit
delivered to Tropicana’s processing plants shall be graded by Tropicana. Tropicana shall
determine the culling rate applicable to such fruit.

	 
	4.	 	MERCHANTABILITY:

	 
	 	 	The fruit delivered by Grower shall be of good, wholesome, merchantable and marketable quality
for oranges purchased for juice processing, as those terms are used in the citrus industry, and
shall not be fruit that has been genetically modified using recombinant DNA technology.
Furthermore, the quality of the fruit must also meet all applicable federal and state laws and
regulations, including, but not limited to, requirements that residues of fertilizers,
pesticides, and other chemicals commonly used in the citrus industry do not exceed federal or
state limits and that required waiting periods following application of such chemicals must
have expired before delivery to Tropicana.





 


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	5.	 	DETERMINATION OF TYPE AND QUANTITY OF FRUIT RECEIVED:

	 
	 	 	Any determination as to classification or quantity of fruit received, or as to pounds solids
shall be as reported by daily tests made by authorized government inspectors, stationed at
Tropicana or at the plant to which Tropicana has directed delivery to be made.

	 
	6.	 	PICKING AND DELIVERY OF FRUIT:

	 
	 	 	The fruit is to be picked by Grower and delivered by Grower to a Tropicana processing plant or
to a processing plant designated by Tropicana. Tropicana shall have the unrestricted right to
determine hours of operation, including the dates of opening and closing its’ processing
plants.

	 
	 	 	Grower understands and agrees that in the event of a natural calamity (including but not
limited to, freeze, drought, flood or storm), other growers under Agreement with Buyer may make
demands on Buyer for fruit processing that exceed Buyer’s processing capabilities. In such
event, Buyer shall allocate deliveries, in its sole discretion, to be most efficient and
beneficial. Such allocation shall not constitute an inability or refusal to perform, or a
breach of this Agreement. No fruit shall be delivered after July 15 of any growing season or
such date established by Buyer and communicated to Grower at least fourteen (14) days prior to
such date, without the written consent of Buyer.

	 
	7.	 	REPRESENTATIONS AND WARRANTIES:

	 
	 	 	Grower hereby represents and warrants to Tropicana that during the term of this Agreement:







	 	A.	 	Grower has not and shall not, sell, or agree to sell, except as authorized
pursuant to this Agreement, fruit
which is subject to this Agreement to anyone other than Tropicana; and that Grower has
full power, right
and authority to enter into this Agreement and to sell and deliver fruit in accordance
with this Agreement.

	 
	 	B.	 	Grower has all necessary powers and all federal, state and local licenses and
permits, including, without limitation, water and environmental permits, necessary to own and cultivate the Groves
and to perform its obligations under this Agreement.

	 
	 	C.	 	Grower is in compliance with all local, state and Federal labor and employment
laws, including, but not limited to Title VII of the Civil Rights Act of 1964, as amended, the Age Discrimination
in Employment Act,
the Americans with Disabilities Act, the Fair Labor Standards Acts, the Work or
Adjustment Retraining and
Notification Act, the Occupational Safety and Health Act of 1979, as amended, Executive
Order 11246, as
amended, and the Employee Retirement Income Security Act of 1974, as amended, and any
rules and
regulations relating to said laws.

	 
	 	D.	 	All fruit which grower provides shall at all times meet the standards of
merchantability, acceptability and
quality contained herein.

	 
	 	E.	 	If a production contract, all fruit which grower provides shall be sourced from
such of Grower’s Groves as are designated in this agreement or otherwise approved in writing by Tropicana. Grower
warrants good
title to the Groves, and to the fruit produced from the Groves, with lawful right to
enter into this Agreement,
and Grower warrants that the fruit is and will remain free of any and all liens and
claims. The individuals
signing this Agreement on behalf of Grower represent that they have the authority to do
so.







	8.	 	TAXES AND OTHER CHARGES:

	 
	 	 	Any Federal, State (including Florida Citrus Commission) or other tax or charge of any nature
levied against fruit processed by Tropicana shall be paid by Grower.

	 
	 	 	Tropicana shall also have the right to deduct unloading fees and regrading charges in
accordance with customary industry standards and practices.





 


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	9.	 	BINDING EFFECT:

	 
	 	 	This Agreement will be binding upon Buyer only after it has been executed by one of Buyer’s
officers.

	 
	10.	 	FORCE MAJEURE:

	 
	 	 	In the event of freeze, hurricane or other Act of God, fire, strike, unavailability of labor,
governmental law, directive or regulation or any contingency beyond the reasonable control of
the affected party so that the affected party cannot perform its obligations hereunder (“Force
Majeure”), the affected party will be relieved of the prorated portion of its obligations
hereunder during the period of time the affected party cannot perform its obligations. If
Tropicana is the affected party, it will notify Grower the volume of fruit Grower may sell
elsewhere.

	 
	11.	 	TERMINATION:

	 
	 	 	Tropicana shall be entitled to terminate this Agreement as to some or all of the loads of
fruit covered hereby as follows:







	 	a.	 	Tropicana may terminate as to some or all the loads of fruit immediately after it
becomes aware that Grower
has delivered fruit from a grove other than the Grove(s) or Tropicana becomes aware that
Grower has
delivered fruit from such Grove(s) to customers other than Tropicana.

	 
	 	b.	 	Tropicana may terminate as to some or all the loads of fruit after Grower fails to
correct a breach or default of
a representation/warranty or other material obligation contained in this agreement within
the ten (10) days
next following receipt of written notice concerning such breach from Tropicana.
Tropicana’s right to terminate
shall be in addition to any other rights or remedies it may have under this agreement, at
law or in equity.







	12.	 	INDEMNITY:

	 
	 	 	Grower agrees to indemnify, reimburse and hold Tropicana harmless from any and all loss, cost,
liability and expense (including, cost of materials, packaging, transportation, warehousing,
inspection, recall, removal, return and destruction of finished goods, and reasonable
attorney’s fees) arising, growing out of, or in any way connected with, any claims or
litigation with respect to any injury to person or property, or damages resulting from or
arising out of any negligent or intentional acts of the Grower; any claims or litigation with
respect to alleged defect in the fruit; any claims or litigation with respect to failure of its
merchantability, acceptability or quality, as defined herein; or any recall or retrieval of any
finished product arising from any such failure of the fruit’s merchantability, acceptability or
quality, as defined herein.

	 
	13.	 	INSURANCE:

	 
	 	 	Grower shall obtain and maintain insurance during the Term, at its sole cost and expense, with
financially sound insurance companies as follows:







	 	(a)	 	Workers’ compensation insurance complying with statutory requirements; Employer’s liability
insurance with
limits of not less than $1,000,000 ($500,000 if contract is for less than 100,000 boxes);

	 
	 	(b)	 	Comprehensive general liability insurance with combined bodily injury and property
damage coverage with
limits of not less than $3,000,000.00 per occurrence and $5,000,000.00 in the aggregate;
($2,000,000 per
occurrence and $2,000,000 in the aggregate if contract is for less than 100,000 boxes) and

	 
	 	(c)	 	If grower is engaged in hauling of fruit, comprehensive motor vehicle liability
insurance with combined bodily
injury and property damage coverage with limits of not less than $2,000,000.00 and covering
all owned,
leased, and hired vehicles ($1,000,000 if contract is for less than 100,000 boxes).

	 
	 	(d)	 	If Grower does not carry limits as required in 13 (b) and (c) above, these limits may
be satisfied by an
appropriate follow form umbrella/excess liability policy of insurance with
sufficient limits to satisfy
requirements.

	 
	 	(e)	 	Grower shall have a certificate issued to Tropicana by its broker of record naming Tropicana
as an additional
insured with a waiver of subrogation in favor of Tropicana (as to the coverages listed in
(b), (c), and (d) above), and provide Tropicana thirty (30) days prior written notice of
any change or termination of the above insurance coverages at:







	 	 	 	Tropicana Products, Inc. 

Fruit Procurement

P. O. Box 338

Bradenton, FL 34206








 


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	14.	 	REMEDIES:

	 
	 	 	Due to the variable, uncertain, and unstable nature of citrus markets, and supply of fruit,
Grower and Buyer recognize and agree that a default or a breach in Grower’s obligations
hereunder will result in damages that are uncertain and not easily susceptible to proof. It is
the intent of Grower and Buyer to liquidate damages in advance of any such default or breach.
Accordingly, if Grower fails to deliver the fruit to Buyer, Grower shall pay as liquidated
damages and not a penalty, the greater of:







	 	(i)	 	the sum of $2.00 per ninety (90) pound box of fruit not delivered to Buyer, or;

	 
	 	(ii)	 	twenty percent (20%) of the price, or equivalent other consideration received by
Grower for the
transfer, assignment, sale, or delivery of fruit to anyone other than Buyer.







Any remedies specified herein shall be cumulative and in addition to further or other
remedies provided by law or equity.




	15.	 	VENUE:

	 
	 	 	Buyer and Grower agree that should legal action be brought to enforce the terms of this
Agreement, it shall be brought only in Bradenton, Manatee County, Florida. It is also agreed
that should either party be required to bring legal action or arbitration to enforce the terms
of this Agreement, the prevailing party shall be entitled to its reasonable attorney’s fees,
together with all costs and expenses of litigation, up to and including appeals.

	 
	16.	 	ENTIRE AGREEMENT; WAIVERS; AMENDMENTS OR MODIFICATIONS:

	 
	 	 	This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior
and contemporaneous agreements, representations and understandings of the parties. No waiver of
the provisions of this Agreement shall be deemed or shall constitute a waiver of any other
provisions, nor shall any waiver constitute a continuing waiver. This Agreement may not be
supplemented, altered, modified or amended or otherwise changed except by an instrument in
writing signed by the parties hereto. The course of dealing or course of performance between
the parties hereto shall not commit either party to duties or obligations which are not
expressly stated by this Agreement.

	 
	17.	 	ASSIGNMENT; SUCCESSORS; SALE OF GROVES:

	 
	 	 	This Agreement may not be assigned or transferred by Grower without the written consent of
Buyer. This Agreement may be assigned or transferred by Buyer to any entity which owns, is
owned by or under common control with, Buyer. In the event of the sale of the Groves or change
in the identity of 10% or more of the ownership of the Groves or principals or shareholders of
Grower (if a partnership or corporation), Buyer shall have the right to terminate this
Agreement forthwith without liability to either party or to enforce this Agreement against
Grower or its successor.

	 
	18.	 	NOTICE:

	 
	 	 	All notices to Buyer shall be in writing and shall be deemed to have been given when served
personally or when sent by United States registered or certified mail, postage prepaid, to:







P.O. Box 338

Bradenton, Florida 34206

Attention: Vice President — Fruit Procurement




No notice to Buyer shall be effective unless made to and received by its
Vice-President — Fruit Procurement




If to Grower, notice shall be given to Grower or his Agent as identified herein.


 


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	19.	CONFORMANCE WITH APPLICABLE LAWS:







	 	All applicable law, and rules and regulations of the office of Federal Contract Compliance
Programs, including those relating to Equal Employment Opportunity, the Rehabilitation Act of
1973 and the Vietnam Era Veteran’s Readjustment Assistance Act of 1974 are incorporated herein
by reference.






	 	 	 	 	 	 	 
	WITNESSES:	 	 	 	SIGNATURES:
	 
	 	 	 	 	 	 
	/s/ Kellie Martin	 	 	 	/s/
Steven Smith
	 

	 	 	 	 
	 	 
	 	 	 	 	Grower or Authorized Agent
	/s/
Denise Plair
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	Address:
	 	 	 	 	P.O. Box 338 LaBelle, FL 33975
	 	 	 	 	Facsimile: (863) 675 - 5100
	 
	 	 	 	 	 	 
	WITNESSES:	 	 	 	TROPICANA PRODUCTS, INC.
	 
	 	 	 	 	 	 
	/s/
Latika Pater

	 	 	 	By:
	 	/s/ Michael W. Haycock
	 

	 	 	 	 	 	 
	/s/
Carmen Ospina

	 	 	 	 	 	Michael W. Haycock

Vice President, Tropicana Operations
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ William J. Ferrari
	 

	 	 	 	 	 	 
	 

	 	 	 	 	 	William J. Ferrari
	 

	 	 	 	 	 	Vice President, Citrus Procurement





 



SELLER’S AFFIDAVIT




STATE OF FLORIDA




COUNTY OF
Hendry ss:




I
HEREBY CERTIFY, that on this date Dec 8, 2006 before me personally appeared Steve Smith
of Alico, Inc., to me known and known to me to be the person who signed the
foregoing instrument and, who being by me duly sworn, acknowledged the execution thereof to be his
free act and deed for the uses and purposes therein mentioned.



WITNESS
my signature and official seal at LaBelle in the County of Hendry and State of Florida
the day and year last aforesaid.



	 	 	 	 	 
	 

	 	 	 	Notary Public
	 
	 	 	 	 
	My Commission Expires:

	 	 	 	/s/ A. Denise Plair
	 

	 	 	 	 











 


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