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EXHIBIT 10.2
PACKING HOUSE AGREEMENT
THIS AGREEMENT, made and entered into this 1st day of November, 1994, by
and between TURNER FOODS CORPORATION, a Florida corporation, 25450 Airport
Road, Punta Gorda, Florida 33950 (hereinafter referred to as "TFC") and
CONSOLIDATED-TOMOKA LAND COMPANY, Post Office Box 1005, Lake Placid, Florida
33852 (hereinafter referred to as "CONSOLIDATED").
WITNESSETH
WHEREAS, CONSOLIDATED is the owner and operator of a fresh citrus fruit packing
house located near Lake Placid, Florida (hereinafter referred to as the
"packing house"), and
WHEREAS, TFC is the owner of citrus groves located in Highlands, Collier,
Hendry and DeSoto Counties, Florida, known as the "HICKORY, HIGHLAND, GATOR
SLOUGH, and DESOTO CITRUS GROVES", and
WHEREAS, the parties desire that a portion of the citrus fruit raised on said
TFC CITRUS GROVES which is suitable for packing as fresh fruit shall be run
through CONSOLIDATED's packing house, pursuant to the terms and conditions
hereinafter set forth:
1.0 COMMITTED FRUIT: TFC agrees to deliver and CONSOLIDATED agrees to receive
at its packing house the following estimated quantities providing that
previous commitments can be met:
Variety Estimated Quantity
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Robinson Tangerine 11,500
Hamlin Orange As mutually agreed upon
Pineapple Orange As mutually agreed upon
Orlando Tangelo 55,000
Temple 50,000
Murcott Tangerine 25,000
Valencia As mutually agreed upon
The above volumes are subject to market conditions, TFC and CONSOLIDATED
have the right to add varieties or volumes, or to delete varieties or
volumes, if acceptable to both parties.
2.0 POOLS: All fruit from TFC run through CONSOLIDATED's packing house will
be pooled with other fruit of like grade and quality from CONSOLIDATED or
from other growers.
2.1 POOL PERIODS: All fruit harvested will be accounted for in a
seasonal pool period by variety. The seasonal pool period is further
defined as August through June or upon completion of final harvest of
fruit covered by this Agreement.
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2.2 PACK-OUT: CONSOLIDATED shall account for all fruit received by its
packing house from HICKORY, HIGHLAND, GATOR SLOUGH, or DESOTO CITRUS
GROVES separately and on a daily basis by standard box (hereinafter
defined) and shall transmit DAILY to TFC (c/o Chet Townsend; FAX No.
(813)657-6418) a report of all pack-out data for such fruit.
"Pack-Out Data" shall be deemed to mean listing by variety and by
grade of (i) all fruit that meets fresh fruit standards and (ii) all
fruit that is eliminated.
3.0 PACKING AND SELLING COSTS: Packing and selling costs are based on a
packed 1-3/5 bu. carton:
3.1 PACKING COSTS: Packing and costs based on a packed 1-3/5 bu. box:
PACKED IN: 4/5 BU. 2/5 BU. 4# 5# BULK
CARTON CARTON BAGMASTERS BAGMASTERS BINS
WOOD
---------- ------- ------- ---------- ---------- ----
Oranges $5.10 $6.60 $6.30 $6.18 $1.25
Temples $5.10 $6.60 $6.30 $6.18 $1.25
Tangelos $5.10 $6.60 $6.30 $6.18 $1.25
Tangerines $6.50 N/A N/A N/A $1.25
3.2 SELLING COSTS: $0.30 per packed or bulk standard box.
3.3 HANDLING COSTS: $0.20 per packed or bulk standard box.
3.4 ELIMINATION HAUL: Hauling: Per weight box (90 lbs. for Oranges,
Temples and Tangelos; 95 lbs. for Tangerines).
ELIMINATION HAUL RATES:
Temple
Tangelo
Destination Oranges Tangerine
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Silver Springs, Winter Garden $0.50/box $0.60/box
SunPac, Winter Haven $0.42/box $0.52/box
Coke, Auburndale $0.45/box $0.55/box
Tropicana, Bradenton $0.45/box $0.55/box
Tropicana, Fort Pierce $0.45/box $0.55/box
Cargill, Frostproof $0.35/box $0.45/box
LaBelle $0.35/box $0.45/box
OrangeCo, Bartow $0.42/box $0.52/box
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3.5 ELIMINATION CHARGES: $0.25 for Oranges, Temples, Tangelos: $0.40 for
Tangerines.
3.6 INDUSTRY ASSESSMENTS: As set by the industry groups and is to be
deducted from Fruit Proceeds of TFC and paid by CONSOLIDATED:
1994-95 SEASON
1 - 3/5 BU. BOX
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Florida Citrus Packers .0040
Dept. of Citrus Oranges .2900
Grapefruit .3500
Reticulata .3500
Citrus Canker None
Department of Agriculture .1332
Citrus Marketing Order .0050
Citrus Admin. Committee .006
Total Assessments Oranges .4382
Grapefruit .4982
Reticulata .4982
4.0 HAUL CHARGES FROM GROVE TO PACKING HOUSE: CONSOLIDATED agrees to haul all
fruit from HICKORY CITRUS GROVE for $0.16 per box, from HIGHLAND and GATOR
SLOUGH CITRUS GROVES for $0.40 per box, and from DESOTO CITRUS GROVE for
$0.20 per box, to be deducted from Fruit Proceeds of the participation
plan.
5.0 PICK AND ROADSIDE CHARGES: Pick and roadside charges will be negotiated
with an independent contractor approved by TFC. TFC will pay for all
pick and roadside charges direct to harvester. CONSOLIDATED agrees to
advance TFC $1.25 per box weekly for fruit delivered to packing house.
6.0 ELIMINATION FRUIT: Packing house eliminations will be sold directly to a
processing plant of TFC's choice under separate contract agreement.
Proceeds from sale of elimination fruit will go directly to TFC. TFC will
furnish TFC Trip Ticket books, one for each grove, for a CONSOLIDATED
representative to write for each load of eliminations delivered for TFC's
account. CONSOLIDATED will mail, daily, copies of TFC Trip Tickets to the
Punta Gorda address above. All TFC Trip ticket books used or unused
should be returned to the grove location by the end of the current season.
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7.0 TERMS OF PAYMENT: Within 30 days following the close of each month
during each Florida Citrus season, CONSOLIDATED will pay to TFC 75% of
the anticipated pool returns, less the harvesting advance and other
charges listed in paragraphs 3.0, 4.0 and 5.0, due TFC arising from all
fruit picked and sold during each month.
The remaining balance due from such pool returns will be paid by
CONSOLIDATED to TFC within 75 days after the final close of each pool.
Each TFC Grove should be accounted for separately, with separate
statements. Each statement should tie to TFC Trip Ticket numbers, which
can be sorted by ticket prefix numbers (grove identification number).
All payment checks and statements should be sent to Turner Foods
Corporation, 25450 Airport Road, Punta Gorda, FL 33950.
8.0 ESTIMATED RETURNS: CONSOLIDATED will provide estimated returns and
payment dates as requested throughout the season. TFC understands the
estimates may vary considerably from actual final returns depending upon
many variables. CONSOLIDATED will report the average FOB selling price
for each carton size on a weekly basis (to be faxed to Chet Townsend at
(813)657-6418).
9.0 STANDARD BOX: For the purposes of this Agreement, "standard box" means
Florida standard weight boxes as follows: oranges - 90 pounds;
Grapefruit - 85 pounds; Tangerines - 95 pounds.
10.0 DELIVERY SCHEDULE: Delivery schedules shall enable TFC to harvest in a
timely fashion so as to enhance marketability and to avoid loss from
premature harvest or excess loss due to over-maturity. Delivery
schedules shall be coordinated with CONSOLIDATED and TFC site
representatives.
11.0 RIGHT OF ENTRY: TFC reserves the right for its agents or designees to
enter CONSOLIDATED's packing house as it may elect for the purpose of
inspecting the work. CONSOLIDATED reserves the right for its agents or
designees to enter TFC's groves for inspection and harvest of the fruit
under contract.
12.0 RECORDS AND ACCOUNTS: CONSOLIDATED shall keep and maintain such records
and accounts in connection with the performance of the Contract, as shall
permit CONSOLIDATED to furnish TFC an accurate written allocation of the
total amount paid for performance of the Contract to the various
elements of the Contract. CONSOLIDATED shall retain such records and
accounts for a period not less than five (5) years and shall make
records available to TFC for inspection and copying, where records are
kept, during reasonable business hours and upon seven (7) days' written
request.
13. TERM OF CONTRACT: This contract shall commence upon full execution of
this Contract and shall remain in force through the 1994-1995 season.
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14.0 Complete Agreement and Non-Waiver: This Contract is intended to be
final and complete, and exclusive statements of the terms of the
Agreement between the parties. The parties agree that parol or
extrinsic evidence may not be used to vary or contradict the express
terms of this Contract. Except as specifically provided herein, this
contract shall not be amended or modified, and no waiver of any
provision hereof shall be effective, unless set forth in a written
instrument authorized and executed with the same formality as this
contract.
15.0 Binding Effect: This Agreement shall be binding upon and inure to the
benefit of the parties respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement this 1st day of
November, 1994.
TURNER FOODS CORPORATION
Dagmar Gewlas By: John C. Merritt
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Witness John C. Merritt
Vice-President
Deborah Valenta
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Witness
CONSOLIDATED-TOMOKA LAND CO.
Linda Doyle By: Hugh J. Veley
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Witness V.P. Citrus
Betty Caudill
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Witness
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