Herd Owner Terms & Agreement

The C & K Farms herdshare agreement has three parts: the Bovine Bill of Sale, the Bovine Agistment Agreement, and Exhibit A — Farm Operating Standards and Herd Health Protocols.

Part 1 — Bovine Bill of Sale

of an Undivided Interest in a Herd

Carey and Katelyn Bragg d/b/a C&K Farms (“Seller”), whose address is 3862 Webb Road, Wolverine, MI 49799 for valuable consideration of the sum of __________ Dollars ($__________), at the cost of One Hundred Fifty Dollars ($150.00) per share, received upon execution of this instrument by __________ (“Buyer”), has bargained and sold, and hereby does sell, grant, and convey unto the Buyer the following property, goods and chattels:

An undivided interest in a herd of cows (“Herd”) representing an ownership interest in ______ shares out of a total number of ______ (______) shares in the Herd. The Herd is located at 3862 Webb Road, Wolverine, MI 49799. The Herd currently consists of one (1) cow and any increases or replacements. Cows may be culled or removed from the Herd when such removal or culling is deemed necessary in the sole discretion of the Seller.

Seller sells to Buyer the described undivided interest in the Herd.

Seller warrants that at time of sale, Seller has full legal and equitable ownership of the Herd interest and that the Herd is not subject to any liens or security interests (recorded or unrecorded) of any lender or other third party.

Buyer’s interest in the Herd includes a share of the weekly milk production from the Herd. The amount of milk production attributable to Buyer’s undivided interest shall be an amount that is equivalent to Buyer’s percentage ownership interest in the Herd. This percentage is based on the Herd’s historical and projected milk production. For example, if the Herd produces 4 gallons of milk per week, and Buyer owns 14% of the Herd, then Buyer is entitled to 14% of the 4 gallons of milk produced by the Herd for that week.

Should Buyer wish to sell his/her interest in the Herd, Seller has the first right of refusal to purchase Buyer’s interest at the price that Buyer initially paid Seller for such interest. Should Seller not exercise its first right of refusal, any transfer of Buyer’s interest can only occur with Seller’s approval, which shall not be unreasonably withheld.

Risk of loss concerning the Herd Shares sold under this Agreement will pass from Seller to Buyer upon the signing of this Agreement. Seller shall not be liable to Buyer for any loss of or damage to the Herd.

This Agreement shall be construed exclusively in accordance with the laws of the State of Michigan.

The receipt and sufficiency of this Agreement is hereby acknowledged.

IN WITNESS whereof Seller has executed this Bill of Sale this ______ day of __________, 20______.

Signed by Buyer and Seller — signature, phone number, email address and address.

Part 2 — Bovine Agistment Agreement

THIS AGREEMENT, made this ______ day of __________, ______, by and between Carey and Katelyn Bragg d/b/a C&K Farms (“Agister”) and __________ (“Owner”) is a boarding contract.

Recitals

Agister possesses dairy facilities at 3862 Webb Road, Wolverine, MI 49799 (the “Dairy Facilities”), for the holding, care, handling, and milking of dairy cows. Owner wishes to board the cow(s) constituting his/her undivided interest in the herd of dairy cows (the “Herd”) at the Dairy Facilities.

Agister has agreed to provide care and boarding for the Herd at the Dairy Facilities for a fee of Fifty Dollars ($50.00) per month per share on behalf of the Owner (together with all other Herd Owners also entering into a similar agreement with Agister).

The parties agree as follows:

1. Definitions

In addition to other terms defined in this Agreement, for purposes of this Agreement, the words:

A. “Agister” shall mean Carey and Katelyn Bragg d/b/a C&K Farms.

B. “Agistment” shall mean pasturing, feeding, maintaining, caring for, and milking the Herd at the Dairy Facilities, and making available the Herd’s milk production for the Herd Owners.

C. “Herd” shall mean the dairy cows referred to above, augmented annually by any increases (male or female) and replacements, and diminished annually by any decreases.

D. “Herd Agreements” shall mean, collectively, this Agreement and all other similar agreements signed by all other Owners of the Herd.

E. “Owner” shall mean a person who possesses an undivided interest in the Herd.

F. “Herd Owners” shall mean, collectively, all of the Owners of undivided interests in the Herd.

G. “Percentage Interest” shall mean the undivided percentage interest of Owner (or another person) in the Herd determined by dividing the total number of the Owner’s (or other person’s) shares in the Herd by the total number of shares authorized to be sold in the Herd.

2. Share(s) of the Herd

A. As evidenced by the document attached hereto and titled Bovine Bill of Sale, Owner has purchased ______ share(s) in the Herd at One Hundred Fifty Dollars ($150.00) per share.

B. Owner expressly disclaims any ownership rights to any meat that may be harvested from the Herd, and to any calves that may be born into the Herd from time to time. Owner acknowledges that calves may or may not become a part of the Herd at the Agister’s discretion and, if the Agister sells the calves, Owner expressly disclaims any ownership interest in the proceeds from that sale or those sales, as applicable.

3. Boarding Fees

A. Owner shall pay to Agister a monthly care and boarding fee of Fifty Dollars ($50.00) per share, owned by Owner. The first month’s fee is to be paid with the execution of this Agreement, and Owner agrees s/he is thereafter responsible for paying the fee each month when milk is picked up, and even if milk is not picked up. The date that milk is picked up will be set by the Agister based on availability of milk and may be subject to change based on supply. If Owner does not pick up his/her milk within two (2) days after scheduled date, milk may be disposed of as Agister prefers and as permitted by law. The parties agree that the amount of the care and boarding fee set forth herein is a fair and reasonable charge for the services and supplies to be provided by Agister to Owner under this Agreement. Payment shall be made by cash, check, or other method agreed upon by the parties.

B. Agister may, at its discretion, adjust the fee up to twice per calendar year to cover any increased expense of boarding and caring for the Herd, such increase not to exceed 25% annually. If Agister determines, or Owner requests, any special services beyond those required under this Agreement, Agister will inform Owner of the amount of additional charges to be paid by Owner.

4. Allocation of Milk

A. It is estimated that one share will typically yield one (1) gallon per week of the Herd’s milk production, but the actual amount Owner receives will be based on the actual production, which will vary.

B. Agister shall provide glass jars with lids for the storage of milk for a deposit of Seven Dollars ($7.00) per jar and lid, which shall be returned to Owner if jars and lids are returned intact upon termination of this Agreement. Owner assumes all responsibility for cleaning and returning the jars and lids at next milk pickup to Agister for refilling. Agister may impose an additional charge to replace broken, unclean, unreturned, or unusable jars or lids. Return of cleaned jars and lids is a condition of this Agreement.

C. The dates and times for herd share pickup will be agreed upon in advance between the parties and shall thereafter remain consistent each week. Owner agrees to receive his/her share of milk directly and in person. Agister will not release Owner’s share to anyone but the Owner, or the Owner’s agents.

D. Owner agrees that all milk obtained from the Herd will be used only for consumption by Owner and his/her immediate family, and accepts all risk and responsibility of consumption by anyone, including but not limited to himself/herself and his/her immediate family.

5. Duties of Agister

Agister’s duties under this Agreement shall include:

A. Boarding the Herd at the Dairy Facilities, and maintaining and caring for the Herd pursuant to the aspirational herd health protocols attached to this Agreement to the extent possible (Exhibit A);

B. Managing the Herd for the Herd Owners and acquiring and disposing of cows as needed to maintain the health and production of the Herd;

C. Paying all expenses to maintain and care for the Herd as required above, except that Owner shall pay pro rata on a per share basis extraordinary veterinary expenses, which include, but are not limited to, all tests conducted in accordance with Exhibit A; and

D. Providing appropriate reports as requested to apprise Owner of the condition, health, and performance of the Herd.

6. No Sales of Milk / Indemnification

Agister and Owner acknowledge that the sale of raw milk is prohibited by the State of Michigan. 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 Michigan. Owner agrees to indemnify and hold the Agister 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.

7. Enforcement

Owner shall timely pay the care and boarding fee and agrees that if payments are not paid when due, or as otherwise arranged with the Agister, Agister may, ten (10) business days after having notified Owner in writing, dispose of Owner’s interest in the Herd at public or private sale, or Agister may acquire Owner’s interest in the Herd in satisfaction of the debt.

8. Ownership

A. Owner agrees that ownership in the Herd does not entitle Owner to any rights in real or personal property owned by the Agister or Farm.

B. Owner and Owner’s immediate family may visit the Dairy Facilities where the Herd is boarded by prior appointment only and agrees that s/he may only visit the Dairy Facilities under the supervision, and with the express permission of the Agister.

9. Owner’s Assumption of Risk and Waiver of Claims

A. Owner’s Assumption of Risks. 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), the Food and Drug Administration (FDA), and the Michigan Department of Agriculture. Owner understands that the State of Michigan does not license or inspect the herd share portion of a dairy farm. The Agister shall also include following warning label on any milk obtained by Owner:

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 with the improper storage of raw milk.

B. Owner acknowledges that there may be risks of harm when entering Agister’s premises, including but not limited to proximity to farm equipment, and visiting and/or interacting with the Herd and other farm animals.

C. By signing this Agreement, Owner hereby knowingly and voluntarily assumes the risks addressed in Sections 9(A) and 9(B), and the risk of any and all such harm and also hereby waives any and all right to make, file, or pursue any claims, demands, suits, actions, causes of action, damages, etc. against the other Herd Owners, Agister or any of Agister’s agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors, etc. that may arise out of, or in any way relate, to any injury, illness, death, loss or damage: (1) caused to the Owner, in whole or in part, by (a) the handling or consumption of raw milk produced by the Herd; or (b) visiting or entering upon Agister’s premises or any premises where the Herd is located; or (2) caused to the Herd, in whole or in part, by the care and/or boarding of the Herd by Agister.

10. Indemnification

Owner shall indemnify, defend, and hold harmless Agister and Agister’s agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors and all other Herd Owners against any and all demands, claims, liabilities, suits, actions, causes of action, etc. for any injury, illness, death, loss, costs, or damage that arises out of or relates 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 or any premises where the Herd is located, and/or (3) any failure on the part of Owner to comply with the terms of this Agreement or with any rules, procedures, directions, orders, etc. of Agister that are authorized or permitted by this Agreement.

11. Claims

Should either Agister or Owner seek to assert any claim against the other for any reason in connection with their duties and responsibilities in this Agreement, other than a claim of nonpayment under Section 7, the nature of the claim shall be made in writing and served on the other party within sixty (60) calendar days of learning of the circumstances giving rise to the claim. Otherwise, such claim shall be waived.

12. Arbitration of Disputes

All disputes, claims, and questions regarding the parties’ rights and obligations under this Agreement (other than a claim of nonpayment under Section 7) are subject to arbitration. A written demand for arbitration may be served by either party on the other within sixty (60) calendar days after the dispute first arises, including any demand for arbitration served in compliance with a written claim made pursuant to Section 11. The parties shall agree on an arbitrator in accordance with the rules of the American Arbitration Association, and each party shall pay its own arbitration costs, except the costs of the arbitrators shall be shared equally.

13. Termination

A. This Agreement shall be effective upon execution and continue until terminated by either party upon written notice served by email, regular, or registered mail (return receipt requested) to the email or street address of each party provided in this Agreement not less than ten (10) calendar days prior to the expressly stated date of termination, unless caused by catastrophic loss of Herd animals or due to acts of God, and in such case notice shall be given as soon as practicable. Receipt shall be effective as of the day after electronic transmission or mailing.

B. Upon termination of this Agreement by Agister, Owner may demand that Agister purchase Owner’s shares at the price originally paid, only if the termination is not due to default by Owner.

14. First Right of Refusal

Upon written notice of termination of this Agreement by Owner, Agister has the first right of refusal to purchase Owner’s shares at the price initially paid. Should Agister not exercise his/her first right of refusal, any transfer of Owner’s interest may only occur with Agister’s approval, which shall not be unreasonably withheld.

15. Force Majeure

Neither Agister nor Owner shall be responsible for any delay or failure of his/her performance under this Agreement if caused by any matter beyond the control of that party, including, but not limited to: government regulations, public emergency, public health emergency or necessity, herd diseases that result in quarantines or depopulation, legal restrictions, labor disputes and actions related thereto, riot, war, or insurrection, and windstorms, rainstorms, ice storms, snowstorms, floods or any other acts of God.

16. Miscellaneous

A. Construction. When necessary for proper construction, the masculine of any word used in this Agreement shall include the feminine and gender neutral; the singular, the plural; and vice versa.

B. Governing Law. This Agreement is being executed, delivered, and shall be construed in accordance with and governed by the laws of the State of Michigan.

C. Severability. If any provision(s) of this Agreement is invalid, such invalidity shall not impair the operation of or affect those portions of this Agreement which are valid.

D. Waiver. No express or implied assent or waiver to a breach of any one or more of the provisions above shall constitute a waiver of any succeeding breach.

E. Assignment. This Agreement and each of its provisions shall inure to the benefit of and be binding upon the parties, their successors and permitted assigns.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates shown below to be effective on the date or dates described above.

Signed and dated by Agister and Owner — printed name, address and email address.

Exhibit A — Farm Operating Standards and Herd Health Protocols

Agister hereby agrees to operate C&K Farms, located at 3862 Webb Road, Wolverine, MI 49799 (the “Farm”), under the general standards below, which are subject to change:

1. Dairy animals will be kept clean and milked in clean stables/parlors where rodents, flies, and manure will be controlled, and the Farm will not be littered with dead livestock or have persistent standing water or mud near milking areas.
2. Milk will never be produced for consumption from any dairy animal with any apparent illness or from any animal treated with antibiotics or other drugs that require a withdrawal period. If a dairy animal is treated with drugs for illness, milk produced from the treated dairy animal will be discarded during the withdrawal period specified by the drug’s manufacturer. If a dairy animal is treated with antibiotics, then milk will be tested and found to be antibiotic-free before returning to milk line.
3. Dairy animals will be fed a predominantly pasture- and/or hay- or forage-based diet depending on climate conditions.
4. The Farm will, upon request, advise Owner concerning the appropriate handling of milk produced by animals boarded at the Farm.
5. If Owner becomes aware of specific instances in which these standards, contained within Exhibit A, are not being met, Owner will promptly notify Agister regarding these instances and Agister will make reasonable efforts to take corrective action or advise owner of corrective actions currently being taken.

Signed and dated by Agister and Owner — printed name.