CAPRINE AGISTMENT AGREEMENT

RECITALS

Agister possesses dairy facilities at 35553 County Road 3, Elizabeth, CO 80107 (the "Dairy Facilities") for the holding, care, handling, and milking of dairy goats. Owner is an end consumer of milk and wishes to board the goat(s) constituting his/her undivided interest in the herd of dairy goats (the "Herd") at the Dairy Facilities.

Agister agrees to provide care and boarding for the Herd at the Dairy Facilities for a fee of one hundred five dollars ($105.00) 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" means Thomas and Janie Eisendrath d/b/a Pine Hills Pasture.

B. "Agistment" means 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" means the dairy goats referred to above, augmented annually by any increases (male or female) and replacements, and diminished annually by any decreases. The Herd shall not include kids born to females in the Herd.

D. "Herd Agreements" means, collectively, this Agreement and all other similar agreements signed by all other Owners of the Herd.

E. "Owner" means a person who possesses an undivided interest in the Herd.

F. "Herd Owners" means, collectively, all of the Owners of undivided interests in the Herd.

G. "Percentage Interest" means 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. Share(s) of the Herd.

A. As evidenced by the document attached hereto and titled Caprine Bill of Sale, Owner has purchased ____________ share(s) in the Herd at fifty dollars ($50.00) per share.

B. Owner expressly disclaims any ownership rights to any specific animals in the Herd or kids that may be born into the Herd from time to time, or meat that may be harvested from any animals in the Herd. Owner acknowledges that kids may or may not become a part of the Herd at the Agister's discretion and, if the Agister sells the kids or animals in the Herd, Owner expressly disclaims any interest in the proceeds from that sale.

C. Owner expressly agrees and acknowledges that his/her undivided interest in the Herd does not give him/her any authority to manage the Herd in any way. Owner expressly agrees and acknowledges that all authority to manage the Herd rests solely with the Agister.

3. Boarding Fees.

A. Owner shall pay to Agister a monthly care and boarding fee of one hundred five dollars ($105.00) per share owned by Owner. The first month's fee is to be paid with the execution of this Agreement. Thereafter, the boarding fee shall be paid by Owner to Agister, on the same day each month based on the purchase date. Owner shall pay Agister the boarding fee for the month regardless of whether milk is produced by the Herd or received by the Owner. The date that milk share(s) are 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 share(s) within two (2) days after scheduled date, milk may be disposed of as Agister prefers and as permitted by law. Payment shall be made by cash, check, ACH, credit card or other method agreed upon by the parties. All credit card transactions are subject to a three percent (3%) service fee.

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 twenty-five percent (25%) annually. Such increase will only go in effect after at least sixty (60) days' notice to Owner by Agister. If Agister gives notice of an increase in the boarding fee, Owner may exercise the option to terminate under Section 13 of this Agreement.

4. Allocation of Milk and Owner's Duties Regarding Containers.

A. Owner shall be entitled to receive a percentage of the weekly milk production equal to Owner's Percentage Interest in the Herd. Agister estimates that one full share will typically yield one (1) gallon per week of the Herd's milk production, but the amount Owner receives will be based on the actual production, which will vary. There can be no guaranty of production.

B. Agister shall provide one-half gallon glass dairy bottles with lids for the storage of milk, and Owner shall pay a refundable deposit at a cost of six dollars ($6.00) per bottle and lid. Owner assumes responsibility for cleaning and returning the bottles and lids at each subsequent milk distribution in usable condition to Agister. Agister may impose an additional charge to replace broken, unreturned, or unusable bottles. Agister may charge a five dollar ($5.00) cleaning fee per bottle for any bottles that are returned unclean or have evidence of milk residue. If Owner returns bottles and lids intact upon termination of this Agreement, Agister will refund the deposit. The return of cleaned bottles and lids is a condition of this Agreement.

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

D. Owner specifically represents and warrants to Agister that Owner has acquired his/her interest in the Herd for Owner's own use and benefit and/or the use and benefit of Owner's family. Owner agrees that all milk obtained from the Herd will be used only for consumption by Owner and his/her immediate family, and Owner accepts all risk and responsibility of consumption by anyone, including but not limited to himself/herself and his/her immediate family.

E. The Owner may request that Agister produce goat milk kefir, cheese, and yogurt, with the Owner's share of milk, but such products are not guaranteed. If applicable, the parties will enter into an additional agreement for labor required to produce goat milk products.

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 Farm Operating Standards and Herd Health Protocols attached to this Agreement (Exhibit A);

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

C. Paying all expenses for maintaining and caring for the Herd as required above, except Owner shall pay a pro rata portion of extraordinary veterinary expenses. Extraordinary veterinary expenses include, but are not limited to all tests conducted in accordance with the Farm Operating Standards and Herd Health Protocols;

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

E. Registering with the Colorado department of public health and environment, pursuant to C.R.S. 25-5.5-117; et seq.; and

6. No Sales of Milk and Warning Label.

A. The sale of raw milk is illegal in Colorado. This Agreement is created pursuant to Colorado Revised Statutes Annotated § 25-5.5-117, and Owner and Agister both agree to abide by its requirements. This Agreement explicitly incorporates the Statute. Under no circumstances shall Owner transfer the ownership or possession of any raw milk production from the Herd, or any raw milk products made from raw milk.

B. The Agister shall deliver a prominent warning statement that the milk is not pasteurized to the Owner with the milk or display the warning on a label affixed to the milk container.

7. Enforcement.

A. 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, terminate this Agreement and 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.

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

A. 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.

B. 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). Owner understands that the State of Colorado does not license or inspect the herd share portion of a dairy farm.

C. 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 and releases Agister from any responsibility for education of Owner's family members or guests.

D. 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 including but not limited to proximity to farm equipment and visiting and/or interacting with the Herd and/or other animals that may be found in the vicinity of the Herd.

E. 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, 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, or subcontractors that arise out of or in any way relates to any injury, illness, death, loss or damage caused, in whole or in part, by (1) the handling or consumption of raw milk produced by the Herd, and/or (2) visiting or entering upon Agister's premises or any premises where the Herd is located.

F. In addition, Owner 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, or subcontractors 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.

G. Owner also waives any claims of negligence against Herd Owners, Agister or any of Agister's agents, employees, representatives, principals, lessors, lessees, vendors, contractors, or subcontractors that arise out of or in any way relate to the subject matter of this Agreement.

10. Indemnification. Owner shall indemnify and defend and hold harmless Agister, Agister's agents, employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors 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 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.

A. 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 one hundred eighty (180) calendar days of learning of the circumstances giving rise to the claim. Otherwise, such claim shall be waived.

12. Arbitration of Disputes.

A. All disputes, claims, and questions regarding the parties' rights and obligations under this Agreement (other than a claim of nonpayment under Section 7) shall be determined by binding and non-appealable arbitration. The Parties waive their rights to bring suit in court, either federal or state. A written demand for arbitration may be served by either party on the other within one hundred eighty (180) 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.

B. The Parties recognize that all of the Herd Agreements are interdependent and cannot function without all interests in the Herd being connected. Therefore, the Parties agree that if any court or arbiter becomes involved in the subject matter of this Agreement, that they will request that the Court or arbiter make any transfer or assignment subject to the terms of the Herd Agreement.

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 no fewer than thirty (30) calendar days prior to the expressly stated date of termination, unless caused by milking equipment failure, 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 three days after mailing. All boarding fees shall be paid, and all milk pick-ups shall continue during the 30-day notice period.

B. Upon termination of this Agreement by Agister, Owner's interest in the Herd shall terminate and all of Owner's shares shall revert to the Agister, and Agister will purchase Owner's shares at the price that Owner originally paid.

14. First Right of Refusal. Upon termination of this Agreement by Owner, Agister shall have the first right of refusal to purchase Owner's shares at the price that Owner paid. Agister shall have thirty (30) days to decide whether to exercise the right to purchase.

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, 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 Colorado.

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.

F. Jury Trial. By agreeing to arbitration, the PARTIES EXPLICITLY WAIVE THEIR RIGHTS TO A JURY TRIAL.

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

For AgisterDateOwnerDatePrint Name:Print Name:Address:Address:Email Address:Email Address:

Exhibit A

Farm Operating Standards and Herd Health Protocols

Agister hereby agrees to operate Pine Hills Pastures, located at 35553 County Road 3, Elizabeth, CO 80107 (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 are reasonably controlled.
  2. The Herd will be fed a predominantly pasture, hay, or forage-based diet when possible, depending on climate conditions.
  3. The Farm will, upon request, advise Herd Owner concerning the appropriate handling of milk produced by animals boarded at the Farm.
  4. Agister reserves the right to withhold milk at their discretion if at any time Agister feels the milk is unsafe due to animal health or milk contamination.

For AgisterDateOwnerDatePrint Name:Print Name:

CAPRINE BILL OF SALE

of an Undivided Interest in a Herd

Pine Hills Pastures ("Seller"), whose address is 35553 County Road 3, Elizabeth, CO 80107, for valuable consideration of the sum of __________________ Dollars ($__________), at the cost of fifty dollars ($50.00) per share, received upon execution of this instrument by _______________________ ("Buyer"), and acknowledged by the parties as sufficient, does sell to the Buyer the following property:

An undivided interest in a herd of goats ("Herd") representing an ownership interest in _______ shares out of a total number of _________ (_________) shares in the Herd. The Herd is located at 35553 County Road 3, Elizabeth, CO 80107 and consists of nineteen (19) goats. The Herd shall include any increases, decreases, or replacements. Goats may be culled or removed from the Herd when such removal or culling is deemed necessary in the sole discretion of the Seller.

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

Upon execution of this Bill of Sale, Buyer shall enter into an accompanying Caprine Agistment Agreement ("Agistment Agreement") with the Seller. This Bill of Sale shall be interpreted in conjunction with the Agistment Agreement.

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 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 Colorado.

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

Buyer's SignatureSeller's SignaturePhone NumberPhone NumberEmailEmailAddressAddress

Pine Hills Pastures

Labor Services Agreement for the Production of Customized Dairy Products from an Owner's Raw Milk

This Labor Services Agreement ("Agreement") is entered into on _________________, 20, between _____________________________________________ ("Owner") and Pine Hills Pastures ("Processor"). Through this Agreement, Owner agrees to compensate Processor for labor incurred in order to make customized dairy products from Owner's raw milk as set forth in this Agreement.

  1. Owner declares and affirms that they own the raw milk to be used by Processor for the making of dairy products. Owner agrees that the Processor shall have temporary possession of that raw milk for the making of these dairy products.
  2. It is understood by both parties that Processor's services will be rendered at 35553 County Road 3, Elizabeth, CO 80107 (hereinafter the "Farm").
  3. It is understood by both parties that Processor's labor rate charged will be due and payable in advance of production of Owner of Owner's dairy products made from his/her raw milk.
  4. Through this Agreement, Owner hereby agrees to pay for the labor required to produce the dairy product(s) as detailed below:

Dairy productLabor charge ($/unit)QuantityContainer CostContainer Cleaning ResponsibilityAKefir$18.00½ gal.$3.00OwnerBQueso Fresco Cheese$17.501 wedge Approx. 7–8 oz.IncludedNACChevre Cheese$12.001 log Approx. 8 oz.IncludedNADYogurt$8.501 qt.IncludedNAEFGSpecial item:

  1. It is understood by both parties that at all times, the ownership of the raw milk, and the dairy products made from that raw milk, remain the sole property of Owner. It is also understood by the parties that the finished dairy products are not being sold or exchanged between the parties, and that Processor's services are being retained by Owner solely for the making of customized dairy products from Owner's raw milk.
  2. This agreement incorporates by reference the Agistment Agreement between the parties, including, but not limited to, waivers and indemnifications. That Agistment Agreement is explicitly part of this services agreement.

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