TX - CAPRINE AGISTMENT AGREEMENT
THIS AGREEMENT, made this ____________ day of _____________, 20_____ by and
between Chulita Hill Farm and Creamery LLC (“Agister”) and ____________________(“Owner”).
Recitals
Agister possesses dairy facilities at 555 County Road 511, Nacogdoches, Texas 75961 (the
“Dairy Facilities”), for the holding, caring for, and handling and milking of dairy goats.
Owner is an end consumer with the following contact information: mailing address -
__________________________________________________________________________;
email address - _____________________________________________________________; and
phone number - __________________________________________.
Owner has an undivided interest in a herd of fourteen (14) dairy goats (the “Herd”) and
desires to board the goats 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 and
Owner has agreed to pay a boarding fee of eight dollars ($8.00) per full share, or six dollars ($6.00)
per half share, for the weekly care and boarding of the Herd, such fees being payable to Agister
according to the terms of this Agreement.
NOW, THEREFORE, it is agreed as follows:
1. Definitions. In addition to other terms defined in this Agreement, for purposes of
this Agreement, the words:
A. “Agister” shall mean Chulita Hill Farm and Creamery LLC, 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 animals referred to in the Recital above, augmented
annually by any increases (excluding male offspring) and replacements, and diminished annually by
any decreases.
D. “Herd Agreements” shall mean collectively this Agreement and all the other
substantially similar agreements signed by the owners of the remaining undivided interests in the
Herd.
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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 (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 separate writing entitled Caprine Bill of Sale, Buyer has
purchased ___________ share(s), or half shares, in the Herd at the non-refundable cost of thirty
dollars ($30.00) per full share, and fifteen dollars ($15.00) per half share.
B. In acknowledgment of both state and federal meat inspection and meat
slaughtering laws, the Buyer hereby disclaims any property interest, present or future, in any
animals that may be culled from the Herd and slaughtered for meat.
C. Owner expressly disclaims any ownership rights to any kids that may be born
into the Herd from time to time.
3. Boarding Fees.
A. For boarding his/her undivided interest in the Herd, Owner shall pay to
Agister a boarding fee of ________ dollars ($___.00) at eight dollars ($8.00) per full share, or six
dollars ($6.00) per half share, owned by Owner. The first week’s boarding fee is to be paid with the
execution of this Agreement. Thereafter, the boarding fee shall be paid by Owner to Agister, on the
first day of each week. Owner shall pay Agister the boarding fee for the week regardless of whether
or not milk is produced by the Herd or received by the Owner. The date that milk is picked up will
be set by the Agister based on availability of milk and may be subject to change based on supply.
The parties agree that the amount of the boarding fee is a fair and reasonable charge for the services
and supplies to be provided by Agister to Owner under this Agreement. Payment under this
paragraph may be made by cash, check, credit card, Paypal, or Venmo.
B. Agister may, at its discretion, increase the boarding fee up to two times per
year to cover any increased expense of boarding and caring for the Herd.
C. Agister shall not be required to refund any of the paid boarding fees nor the
annual administrative fee once paid subject to the stipulations in Section 7.
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4. Allocation of Milk
A. Owner shall be entitled to receive a percentage of the regular milk production
equal to Owner’s Percentage Interest in the Herd. This percentage is anticipated to be
approximately one (1) half-gallon of milk per week per share owned, and one quart of milk per
week per half share owned, subject to production of the Herd each week.
B. Owner shall pick up milk on the days scheduled by Agister. If Owner does
not pick up milk within two (2) days after scheduled date, Agister may dispense with milk.
C. Milk shall be distributed in half-gallon or quart glass jars. Owner shall pay
Agister an initial fee of ________ dollars ($___.00) at three dollars ($3.00) per share for the cost of
two (2) half-gallon or quart jars with lids. Owner shall pay to Agister a deposit of one dollar and
fifty cents ($1.50) for each replacement jar with lid. Owner must return the glass jars at each
subsequent milk distribution clean and dry. Owner agrees not to use the jars and/or lids for any
purpose other than transporting and storing milk. This includes fermenting or storing other foods. If
Owner does not bring jars to the milk distribution they shall either forfeit their milk for that
distribution, or they may purchase additional jars and lids from Agister if they are available.
D. Texas law prohibits the sale or distribution of raw milk from a facility that
does not possess a Grade A Raw for Retail Milk Permit, which Chulita Hill Farm does not possess.
Owner acknowledges that he/she may not sell or distribute the milk Owner receives from his/her
share of ownership in the Herd.
E. Owner warrants that all milk obtained from Agister is for consumption by
Owner and Owner’s immediate family only, and for no other purpose. Owner accepts all risk and
responsibility associated with the consumption of Owner’s milk by anyone including but not limited
to himself and his immediate family.
F. On request, the Owner may have Agister perform the labor required to
produce from Owner’s milk share goat milk cheese, butter, or yogurt. The parties will enter into an
additional agreement for prices for such labor.
5. Duties of Agister. In addition to any other duties provided in this Agreement,
Agister shall have the following duties in connection with the boarding of the Herd:
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);
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C. To manage the Herd for and on behalf of the Herd Owners and to acquire and
dispose of goats as shall be necessary to maintain the health and productive capacity of the Herd;
Agister shall have the sole responsibility for buying and selling goats to be added or subtracted from
the Herd.
D. To pay all expenses (except extraordinary veterinary expenses) for
maintaining and caring for the Herd as required above; and
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.
6. Special Services. Should Agister determine that special services are reasonably
necessary, including extraordinary veterinary expenses, 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.
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. In the alternative, Agister may
acquire Owner’s interest in the Herd in satisfaction of the 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 and/or the use and benefit of
Owner’s family.
B. Owner shall at no time and under no circumstance sell or exchange any of
Owner’s interest in the milk production from the Herd and shall at all times use the Owner’s share
of milk production for Owner’s own use and/or the use and benefit of Owner’s family. Because all
of the Herd Agreements are interdependent and cannot function without all interests in the Herd
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being covered by them, notwithstanding the foregoing, if any court orders a transfer or assignment
of an interest, the Court is requested to make the transfer or assignment subject to the terms of the
Herd Agreement.
C. Owner understands and agrees that ownership in the Herd does not entitle
Owner to any rights in real or personal property owned by the Agister or Farm.
D. Owner and Owner’s family may visit the Farm where Owner’s goat(s) are
boarded, inspect Owner’s goat(s) and boarding facilities and observe the milking of Owner’s goat(s)
by prior appointment with Agister. Owner further understands and agrees that he may only enter the
Farm premises under the supervision of the Agister, or with the express permission of the Agister.
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),
the Food and Drug Administration (FDA), or the Texas Department of State Health Services.
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.
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 including but not limited to visiting and/or interacting with the Herd and/or other animals
that may be found in the vicinity of the Herd.
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, 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 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.
D. 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, subcontractors, etc. that arise out of or in any way relate to any injury, illness, death,
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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 and
shall hold harmless 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
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.
B. Owner shall also indemnify, defend, and hold harmless Agister’s agents,
employees, representatives, principals, lessors, lessees, vendors, contractors, subcontractors, etc.
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.
C. 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, in which Owner
has an interest, to the person or property of any third parties.
11. Claims. In the event that either party to this Agreement seeks to assert any claim
against the other party for any reason in connection with this Agreement or the activities of the
other party under it (other than a claim of nonpayment as contemplated by Section 7 of this
Agreement), the party asserting claim shall, within sixty (60) days of learning of the circumstances
giving rise to the claim, reduce it to writing (stating the nature of the claim and amount of relief
sought) and serve it on the other party. Any claim for liability under this Agreement not made in
compliance with this Section 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 (other than a claim of nonpayment as
contemplated by Section 7 of this Agreement) are subject to arbitration. Either party may serve on
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the other a written demand for arbitration within ninety (90) days after the dispute first arises. Any
demand for arbitration of a claim served in compliance with Section 11 above shall be contained
within and served with the written claim. The arbitration shall be conducted by three arbitrators
(one appointed by Agister, one by Owner, and a third by the other two arbitrators) in accordance
with the rules of commercial arbitration of the American Arbitration Association. Each party shall
pay its own costs in connection with the arbitration, and costs of the arbitrators shall be paid in
equal amounts by the parties.
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.
14. Termination. This Agreement may be terminated by either party upon written notice.
Such notice shall be given not less than thirty (30) calendar days prior to the date of termination
unless caused by catastrophic loss of Herd animals and /or due to acts of God; in such case notice
shall be as soon as practicable. Notice shall be given in writing to the address of each party provided
in this Agreement and shall expressly state the date that termination is effective.
15. 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 that Owner
initially paid Agister for such shares, such option to expire if not exercised by Agister within ten
(10) days of the date that notice of termination of this Agreement is provided by Owner. Agister’s
failure or decision not to exercise this option shall not constitute a waiver of Agister’s rights to
exercise the same option in other Herd Agreements or Herd Transfer Agreements.
16. 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,
including, but not limited to, government regulations, public emergency or necessity; legal
restrictions; labor disputes and actions related thereto; riot, war, or insurrection; and windstorms,
rainstorms, snowstorms, floods or other acts of God.
17. Contra Proferentem. Each and every provision of this Agreement shall be construed
as though parties participated equally in the drafting of same, and any rule of construction that a
document be construed against the drafting party, including without limitation the doctrine
commonly known as contra proferentem, shall not be applicable to this Agreement.
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18. Miscellaneous.
A. Construction. When necessary for proper construction, the masculine of any
word used in this Agreement shall include the feminine and neutral gender; the singular, the plural;
and vice versa.
B. Governing Law. This Agreement is being executed and delivered in the State
of Texas and shall be construed in accordance with and governed by the laws of such state.
C. Severability. If, for any reason, any provision or provisions of this
Agreement are determined to be invalid and contrary to any existing or future law, such invalidity
shall not impair the operation or affect those portions of this Agreement which are valid.
D. Notice. Any notice required by this Agreement shall be in writing and served
by registered mail (return receipt requested) to the recipient’s address shown on this Agreement or
contained in Agister’s business records. Receipt shall be effective as of the day after mailing.
E. Captions. The captions of sections and subsections contained in this
Agreement are for convenience only and shall not control or affect the meaning or construction of
any of the provisions of this Agreement.
F. Entire Agreement. This Agreement, along with the Bill of Sale and Labor
Services Agreement constitutes the entire contract between the parties and may not be modified or
amended except in writing signed by both parties.
G. Waiver. No assent or waiver, expressed or implied, to any breach of any one
or more of the covenants or agreements hereof shall be deemed or taken to be a waiver of any
succeeding breach.
H. Incorporation by Reference. All recitals, schedules, exhibits and attachments
referred to in this Agreement are incorporated by reference and made a part of this Agreement.
I. 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.
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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 Agister Date Owner Date
Name:
Merci Nicklas
Name:
Address:
Address:
Address:
Address:
Phone: 936-645-5860 Email
Address:
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Exhibit A
Farm Operating Standards and
Herd Health Protocols
Chulita Hill Farm and Creamery LLC d/b/a Chulita Hill Farm (known as “Agister”) hereby agrees
to operate the dairy facilities, located at 555 County Road 511, Nacogdoches, Texas 75961 (the
“Farm”), under the current “Farm Operating Standards and Herd Health Protocols”, in relation to
the “Caprine Agistment Agreement” entered into by individuals (the “Herd Owner(s)”) with the
Farm. The current version as of the execution of this document is as follows but is subject to
change:
Agister agrees to the following:
1. Dairy animals shall be kept clean and milked in clean stables/parlors free of rodents; flies
and manure shall be controlled; and the Farm shall not be littered with dead livestock or
have persistent standing water or mud near milking areas. Milk shall never be produced for
consumption from any dairy animals with any apparent illness or from any drug-treated
animals. Said milk shall be discarded during the withdrawal period specified by the drug’s
manufacturer.
2. Dairy animals shall be fed a predominantly pasture- and/or hay- or forage-based diet
depending on climate conditions.
3. The Farm shall, upon request, advise Herd Owner concerning the appropriate handling of
milk produced by animals boarded at the Farm.
4. If provisions herein are not met, it shall not constitute a breach of contract.
These are aspirations.
For Agister Date Owner Date
Print Name:
Print Name: