Alico, Inc. Orange Purchase Agreement R512 - May 20, 2020

Without limiting any other obligation or liability of Supplier under this Agreement, Supplier agrees that upon execution of the Agreement and throughout its entire effective period, Supplier will procure and maintain insurance coverage, at its sole cost and expense, with limits and conditions not less than those specified below.

(a)Commercial General Liability Insurance, written on an occurrence form, including but not limited to premises-operations, broad form property damage, products/completed operations, contractual liability, independent contractors, personal

injury and advertising injury and liability assumed under an insured contract, with limits of at least $1,000,000 per occurrence and $2,000,000 general aggregate and products/completed operations aggregate of $2,000,000.

(b)Worker’s Compensation Insurance with benefits afforded under the laws of the state in which the services are to be performed and Employers Liability insurance with minimum limits of $1,000,000 for Bodily Injury – each accident, $1,000,000 for Bodily Injury by disease – policy limit and $1,000,000 for Bodily Injury by disease – each employee. Supplier is required to carry this insurance regardless of eligibility for waiver or exemption of coverage under state statute, however a qualified self-insured is acceptable or Supplier may maintain an Occupational Accident Policy where allowed by law.

(c)Business Automobile Liability Insurance including coverage for owned, hired, and non-owned vehicles with a combined single limit including bodily injury and property damage of not less than $1,000,000 each accident.

(d)Excess Liability (Umbrella) Insurance with a minimum limit of $2,000,000 per occurrence. This policy will provide excess limits for the General Liability, Employer’s Liability and Automobile Liability policies and follow form or be at least as broad in coverage.

i.Supplier’s purchase of insurance will not in any way limit Supplier’s liability under this agreement. All coverage must be written on an occurrence basis and must be maintained without interruption from the date of this agreement until the date of termination of this agreement. All coverage will be primary and non-contributory to any other insurance available to Tropicana.

ii.Should any of the above described policies be cancelled before the expiration date thereof, the Supplier or Supplier’s representative will mail thirty (30) days written notice to the certificate holder.

iii.The policies will be written with insuring company(ies) with AM Best financial strength ratings of “A” or higher and financial size categories of “VII” or greater.

iv.The policies listed in subsections (a), (c) and (d) will list Tropicana and its subsidiaries, affiliates, directors, officers, employees, partners and agents as additional insured.

v.The policies listed in subsections (a), (b), (c) and (d) will contain waiver of subrogation in favor of Tropicana.

vi.The coverage amounts set forth above may be met by a combination of underlying and umbrella policies so long as in combination the limits equal or exceed those required.

vii.Supplier and any subcontractors will provide Tropicana with certificates of insurance evidencing the insurance required within prior to commencing any work.

viii.Supplier will require its subcontractors to maintain coverage not less than those specified above to include listing Tropicana and its subsidiaries, affiliates, directors, officers, employees, partners and agents as additional insured and waiver of subrogation in favor of Tropicana on the policies listed under subsections (a), (b), (c) and (d).

ix.Furnishing acceptable evidence of insurance as required hereunder will not relieve Supplier or any subcontractor from any liability or obligation for which it is otherwise liable under the terms of this contract, nor is liability limited to the amount of this contract.

Tropicana Products, Inc.

1001 13^th Avenue East

Bradenton, Florida 34208

Attention: Sr. Director - Fruit Procurement

With a copy to:

PepsiCo Law Department

700 Anderson Hill Road

Purchase, NY 10577

Attn.: Sr. Legal Director, Global Procurement

Notices to Supplier will be sent to:

        

Alico Inc.

10070 Daniels Interstate Court

Suite 100

Fort Myers, FL 33913

Attn: John E. Kiernan, President and CEO

Supplier and Tropicana will keep strictly confidential the terms of the Agreement and all disclosures made by the other containing business or technical information relating to the subject matter hereof and to the operation of each other's business and the businesses of its affiliates (“Confidential Information”), and will neither disclose such Confidential Information to anyone else nor use it for the receiving party’s separate benefit without the other party’s prior written consent. The parties will use such Confidential Information solely for the purpose of performing their respective obligations under the Agreement and not for the benefit of any other party. The Confidential Information will be disclosed only to each party’s employees or representatives having a need-to-know the information for performance under this Agreement. The confidentiality and non-use obligations under this Agreement will not apply to information that (1) was in possession of the recipient party at the time of disclosure and was not acquired directly or indirectly from the other party, (2) was in the public domain at the time of disclosure through no fault of the recipient party, (3) becomes part of the public domain after disclosure through no fault of the recipient party, (4) is obtained by the recipient party after the disclosure from a third party who is to the best of the recipient party’s knowledge lawfully in possession of the information and is not subject to an obligation to treat the information as confidential, or (5) was subsequently developed by the receiving party independent of the disclosure or (6) is reasonably necessary to be disclosed to comply with applicable federal, state or local law, regulation (including regulations promulgated by the U.S. Securities and Exchange Commission) or a valid order issued by a court or governmental agency of competent jurisdiction.

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