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BOVINE AGISTMENT AGREEMENT
THIS AGREEMENT, made —, by and between Raw Milk Oregon, LLC (Agister) and — (Owner).
Recitals
Agister possesses dairy facilities at Raw Milk Oregon, LLC, 2085 Yellow Fir Rd. Tillamook, OR. 97141 (the "Dairy Facilities"), for the holding, caring for, and handling and milking of dairy cows.
Owner has an undivided interest in a herd of dairy cows (the "Herd") and desires to board the cow constituting Owner's undivided interest in the Herd at the Dairy Facilities. Agister has agreed to provide care and boarding for the Herd at the Dairy Facilities for a fee based on your location; and Owner desires to board cows constituting Owner's undivided interest in the Herd with Agister and to have Agister pasture, care for, and milk the Herd, pursuant to the terms and conditions of this agreement.
The parties agree as follows:
1. Definitions.
A. "Agister" shall mean the person who will pasture and control the Herd at the Dairy Facilities; feed, maintain and care for the Herd; milk the Herd; and prepare the production of the Herd for pick up by Herd Owners or their agents.
B. "Agistment" shall mean pasturing and controlling the Herd at the Dairy Facilities; feeding, maintaining and caring for the Herd; milking the Herd and preparing the production from the Herd for pick up by Herd Owners or their agents.
C. "Herd" means the dairy cows referred to in the Recital above, augmented annually by any increases and replacements, and diminished annually by any decreases.
D. "Herd Agreements" shall mean collectively this Agreement and all of the other substantially similar agreements signed by the owners of the remaining undivided interests in the Herd.
E. "Owner" shall mean the person who possesses an undivided interest in the Herd.
F. "Herd Owners" shall mean collectively all the owners of undivided interests in the Herd.
G. "Percentage Interest" shall mean the undivided percentage interest of Owner in the Herd determined by dividing the total number of the Owner's shares in the Herd by the total number of shares authorized to be sold in the Herd.
2. Boarding Fees.
A. For boarding his/her undivided interest in the Herd, Owner shall pay to Agister a Monthly boarding fee based on your location, per share owned by Owner. The first month's boarding fee is to be paid with the execution of this Agreement. Thereafter, the boarding fee shall be paid by Owner to Agister, on the 1st of each month. The parties agree that the amount of the boarding fee is a fair and reasonable charge for the services and supplies to be provided by Agister to Owner under this agreement.
B. Agister may, at their discretion, adjust the boarding fee up to twice each year to cover any increased expense of boarding and caring for the Herd, such increase not to exceed 5%.
C. Invoice/Payment: Owner shall pay boarding fees by the first of the month, and no later than the first pick-up of the month.
3. Shares of Milk
A. Owner shall be entitled to receive a percentage of the weekly milk production equal to Owner's Percentage Interest in the Herd. The actual amount Owner receives will be based on the actual production, which will vary.
B. Owner shall pick up milk on the days scheduled by Agister. If Owner does not pick up milk within three (3) days after scheduled date, unless Owner notifies Agister, Agister may dispense with milk as Agister prefers.
C. Agister shall provide half-gallon glass jars with lids for the storage of milk to be returned weekly. Owner assumes all responsibility for cleaning, sanitation, and returning the jars and lid in usable condition to Agister for refilling. Agister may impose a charge to replace broken or unusable jars.
D. Owner agrees that Owner's share of the Herd's milk production shall be used only by Owner and Owner's immediate family members. Owner accepts all risks associated with the consumption of raw milk.
4. Duties of Agister.
A. To board the Herd at the Dairy Facilities and to provide any other reasonable services required by this Agreement or requested by the Herd Owners.
B. To maintain and care for the Herd using sound practices in accordance with the herd health protocols attached with this Agreement (Exhibit A).
C. To manage the Herd for and on behalf of the Herd Owners and to acquire and dispose of cows as shall be necessary to maintain the health and productive capacity of the Herd.
D. To pay all expenses for maintaining and caring for the Herd as required above including all tests conducted in accordance with the herd health protocols, except extraordinary veterinary expenses shall be paid pro rata by Owner on a per share basis.
E. To provide reports to Owner as shall be appropriate to apprise Owner of the condition of the Herd and any other information that will be useful to Owner regarding the health and performance of the Herd.
F. To bottle and cap milk and milk products on the farm and in a sanitary manner.
5. Special Services.
Should Agister determine that special services are reasonably necessary, or should Owner request Agister to perform any special services beyond the boarding required under this agreement, Agister and Owner shall agree as to the amount of charges, if any, in addition to the monthly boarding fee, to be paid by Owner to Agister for the special services.
6. No Sales of Milk.
Agister and Owner acknowledge that the unlicensed sale of raw milk is prohibited by the State of Oregon with a small farm exception. Under no circumstances shall either Agister or Owner transfer the ownership or possession of any raw milk production from the Herd in any transaction that would constitute a sale of milk in violation of the statutes of the State of Oregon. Agister and Owner each agrees to indemnify and hold the other harmless for any liability, loss, damage, expense or penalties that are incurred by the other because of a breach of the provisions of this Paragraph by the indemnifying party.
7. Lien for Charges; Enforcement.
A. Owner shall timely pay the boarding charges and other charges contemplated by this Agreement. Agister shall have, and Owner hereby grants to Agister, a lien and security interest in Owner's undivided interest of the Herd for all unpaid purchase price, boarding and other charges that this Agreement obligates Owner to pay.
B. Owner agrees that in the event the payments for which Owner is liable are not paid within the time provided herein or otherwise agreed between Agister and Owner, Agister may dispose of Owner's interest in the Herd for any and all unpaid charges at public or private sale, with or without public notice, ten (10) days after having notified Owner in writing of Agister's intent to act, and apply the net proceeds, if any, to Owner's debt.
8. Ownership; Transfer
A. Owner specifically represents and warrants to Agister that Owner has acquired his/her interest in the Herd for Owner's own use and benefit.
B. Owner shall at no time and under no circumstances sell or exchange any of Owner's interest in milk production from the Herd and shall at all times use the Owner's share of milk production for Owner's own use.
9. Owner's Assumption of Risk and Waiver of Claims.
A. Owner understands and acknowledges that raw milk may contain harmful pathogens and that its consumption is not recommended by the Centers for Disease Control (CDC) or the Food and Drug Administration (FDA).
Government Warning: Raw (unpasteurized) milk and raw milk dairy products may contain disease causing microorganisms. Persons at risk include newborns and infants; the elderly; pregnant women; those taking corticosteroids, antibiotics or antacids; and those having chronic illnesses or other conditions that weaken their immunity.
Owner agrees that Owner will educate Owner's family members about the risks associated with the consumption of raw milk and releases Agister from any responsibility for education of Owner's family members.
B. Owner understands and acknowledges that there are or may be risks of harm encountered in visiting or entering Agister's premises or any other premises where the Herd is located.
C. By signing this Agreement, Owner hereby knowingly and voluntarily assumes the risk of any and all such harm and also hereby waives any and all right to make, file, or pursue any claims against Agister.
D. In addition, Owner hereby waives any and all right to make, file, or pursue any claims against Agister or any of Agister's agents that arise out of or in any way relates to any injury, illness, death, loss or damage to the Herd caused, in whole or in part, by the care and/or boarding of the Herd by Agister.
10. Indemnification.
A. Owner shall indemnify and defend Agister and all other Herd Owners against any and all demands, claims, suits, actions, causes of action, etc. for any injury, illness, death, loss or damage that arises out of or relate in any way to (1) any handling, consumption, or use of any milk produced by the Herd after it has been retrieved or otherwise obtained by Owner, (2) the visit of any person that Owner brings to or causes to visit Agister's premises, and/or (3) any failure on the part of Owner to comply with the terms of this Agreement.
B. Agister shall indemnify, defend and hold harmless Herd Owners for any loss, death, injury, damage, liability or expense caused by any animal in the Herd to the person or property of any third parties.
11. Claims.
Any party seeking to assert a claim shall, within thirty (30) days of learning of the circumstances giving rise to the claim, reduce it to writing and serve it on the other party. Any claim not made in compliance with this Paragraph is waived.
12. Arbitration of Disputes.
All disputes, claims, and questions regarding the rights and obligations of the parties under the terms of this Agreement are subject to arbitration conducted by three arbitrators in accordance with the rules of commercial arbitration of the American Arbitration Association.
13. Effective Date and Duration.
This Agreement shall be effective upon execution and shall continue in effect until terminated by either Agister or Owner pursuant to Section 14 hereof.
14. Termination.
A. This Agreement may be terminated by either party upon thirty (30) days written notice.
15. Force Majeure.
Notwithstanding anything to the contrary in this Agreement, neither Agister nor Owner shall be responsible for any delay or failure of its performance under this Agreement if the delay or failure is caused by any matter beyond the control of either party.
16. Miscellaneous.
A. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Oregon.
B. Entire Agreement. This Agreement constitutes the entire contract between the parties and may not be modified or amended except in writing signed by both parties.
C. Severability. If any provision of this Agreement is determined to be invalid, such invalidity shall not impair the operation of the remaining portions of this Agreement.
D. Notice. Any notice required by this Agreement shall be in writing and served by registered mail to the recipient's address shown on this Agreement.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown below.
Exhibit A — Farm Operating Standards and Herd Health Protocols
Raw Milk Oregon, LLC hereby agrees to the following Farm Operating Standards and Herd Health Protocols in relation to the Bovine Agistment Agreement. The current version as of the execution of this document is as follows but is subject to change:
- Dairy animals shall be kept clean and milked in clean stables/parlors free of rodents; flies and manure shall be controlled. Milk shall never be produced from any dairy animals with any apparent illness or from any animal treated with antibiotics during the withdrawal period.
- Regular testing shall be conducted at the agister's expense.
- Milk shall be packaged in 1/2 gallon glass containers.
- Dairy animals shall be fed a predominantly pasture- and/or organic hay- or forage-based diet depending on climate conditions.
- The Farm shall, upon request, advise Herd Owner concerning the appropriate handling of milk.
- If provisions herein are not met, it shall not constitute a breach of contract.
These are aspirations.
✍️ Sign — Bovine Agistment Agreement & Exhibit A
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BILL OF SALE
Raw Milk Oregon, LLC ("Seller"), located at 2085 Yellow Fir Rd. Tillamook, OR 97141, hereby sells and transfers to — ("Buyer") an undivided ownership interest in the dairy herd maintained at the Dairy Facilities.
Date of Sale: —
Buyer Name: —
Buyer Phone: —
Buyer Email: —
Drop Site: —
Number of Shares Purchased: —
Total Purchase Price: $—
Seller hereby warrants that Seller has good title to the interest being transferred, that said interest is free and clear of all encumbrances, and that Seller will defend the same against the lawful claims of all persons.
Buyer acknowledges that this Bill of Sale transfers an ownership interest in the dairy herd only. No raw milk is being sold under this agreement. Buyer further acknowledges that they have read, understood, and signed the Bovine Agistment Agreement and Exhibit A above, and that all terms of those agreements apply to this ownership interest.
Buyer accepts all risks associated with ownership of an interest in a dairy herd and the consumption of raw milk as described in the Bovine Agistment Agreement.
✍️ Sign — Bill of Sale
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