Siskiyou Farm and Food Co-op

Who we are and what we offer residents of Siskiyou County

Recitals Siskiyou Farm and Food Co-op is a member-owned and run farm co-operative for residents of northern California and is not open to the public. The farm and its members share a commitment to one another, and together produce wholesome food for our members.

Mission Statement: Siskiyou Farm and Food Co-operative’s prime mission is to provide organic, wholesome food as safely as possible following strict protocols and testing for members and their families to enjoy products grown and raised on the farm. The primary product of SFFC is organic, raw milk. SFFC is the Leaser of a herd of dairy cows and goats consisting of _3-4__ cows and 1-2 dairy goats (the “Herd”) and leases dairy facilities at 1912 Timmons Rd, Grenada, CA, (the “Dairy Facilities”) for the holding, caring for, handling, breeding and milking of dairy cows and goats. Volunteer members run the organization and maintain the herd and milking facilities. The co-op maintains records of testing and milk production on site. The co-op offers milking and non- milking herdshares, residents of the county may buy an undivided interest in the milking herd. 14 milking shares and up subscription shares are open to purchase as they become available. The number of subscribers will be determined by the amount of milk available, and the amount of milk the milkers receive will be determined by the number of cows milked and the amount of milk available at each milking. This amount will be determined by the agister and may vary from week to week.

Dues: Dues are $25 a year for one project or $50 a year for two or more projects payable on April 1 to Siskiyou Farm and Food Co-op. These dues only get you membership privileges which include egress to the farm, newsletters and the purchase of non-milk products.

1 Herdshare/Subscription Agreement

THIS AGREEMENT, made this _____ day of ______, ______, by and between

Siskiyou Farm and Food Co-op (hereafter referred to as SFFC) and

______(Buyer). phone______address______

______email______

Recitals

SFFC is the Leasee of a herd of dairy cows and goats consisting of _3-4__ cows (the “Herd”) and leases dairy facilities at 1912 Timmons Rd, Grenada, CA, (the “Dairy Facilities”) for the holding, caring for, handling and milking of dairy cows and goats. Buyer desires to buy an interest in the Leased Herd and to board the cows and goats constituting Buyer’s undivided interest in the Herd and the Dairy Facilities. SFFC has agreed to divide the lease of the Herd into numerous undivided interests (i.e., “herdshares”) and to sell the same at the price of $_40__ per share, and to acquire and pay for the services of an agister to provide care and boarding for the Leased Herd at the Dairy Facilities for a price of $__100_____ per quarter for one subscription, $180 per quarter for two subscriptions or $50 per quarter for half subscription Buyer (together with the Subscribers of all the undivided interests in the Herd, each of whom is entering into this or a similar agreement with SFFC) desires to board cows constituting Buyer’s interest in the Leased Herd with Seller and his agent the agister (“Agister”), and to have Agister pasture, care for, and breed the cows and goats in the Herd. Each subscription will result in a guaranteed one gallon of milk per week for each session entered into. Buyer agrees to supply CLEAN jars for his milk every week..

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 the person who will pasture and control the Herd at the Dairy Facilities; feed, maintain and care for the Herd; make sure the herd is

2 milked in a timely manner; and maintain equipment and facilities. He/she will also maintain lab records and reports on milk and animals. B. “Agistment” shall mean pasturing and controlling the Herd at the Dairy Facilities; feeding, maintaining and caring for the Herd. C. “Herd” means the __3-4___ dairy cows and any dairy goats owned by the SFFC referred to in the Recital above, 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 Subscribers of the remaining undivided interests in the Herd. E. “Subscriber” shall mean the person identified as “Buyer” in this Agreement. F. “Herd Subscribers” or “subscribers” shall mean collectively all the undivided interests in the Leased Herd. G. “Percentage Interest” shall mean the undivided percentage interest of Buyer (or another person) in the Leased Herd determined by dividing the total number of the Buyer’s (or other person’s) shares in the Herd by the total number of shares authorized in the Recitals above. 2. Sale/Purchase of Shares. SFFC does hereby bargain and sell and by these presents does grant and convey to Buyer, his/her personal representatives and permitted assigns, an undivided interest of the leased share[s] in the Herd. TO HAVE AND TO HOLD the same unto Buyer, his/her personal representatives and permitted assigns. SFFC covenants to and agrees with Buyer, his/her personal representatives and permitted assigns, to WARRANT AND DEFEND the lease of the undivided interest in the Leased Herd against all and every person or persons whomever for as long as the Siskiyou Farm and Food Co-op remains in effect.

Shares of milk and other proceeds:

Subscriptions for cow share $_100_ for a thirteen week session and are for one gallon per week. One of the certified milkers is to milk for the subscriber one gallon per week and leave the subscriber milk in the milk room or deliver to the subscriber once a week. Subscriber will exchange a clean, empty jar for every jar of milk they receive weekly. Subscriber agrees not to sell or offer for sale any of their raw milk. They also agree that they understand the dangers of not caring for raw milk properly, which is to keep said milk under 40 degrees F at all times. The fees for the subscription is to provide care and boarding for the Leased Herd at the Dairy Facilities. The subscriber is also eligible for As Available milk. This milk is NOT guaranteed to be available and is only available to herdshare owners and milkers.

Subscription for goat share. Subscribers will pay $8 for one half gallon of milk per week. Money is to be paid weekly in the goat share jar. Subscribers agree to come to the dairy facility once a week to pick up their milk. This subscription fee will go directly to the goat milkers. All goat milk is

3 sold as available. Goats are NOT tested monthly. This is not a common practice for goat dairies.

Buyer together with the Subscribers of all the undivided interests in the Herd, upon leaving the SFFC shall agree to donate his/her undivided interest back to the SFFC. All subscribers, owners, and buyers agree that this herdshare agreement shall only be applied while the nonprofit co-op, Siskiyou Farm and Food Co-op is active.

The first month’s subscription fee is to be paid with the execution of this Agreement, and if less than a 13 week session, the money will be prorated at $8__ per gallon per week. Thereafter, the boarding fee shall be paid by Subscriber to SFFC, in advance, on or before the __1___day of April, Jul, Oct and Jan. during the time this Agreement is in effect. The subscription fee may be adjusted quarterly to reflect changes in the number of cows in the Herd. The parties agree that the amount of the boarding fee is a fair and reasonable charge for the services.

No Sales of Milk. Agister and Subscribers acknowledge that the [unlicensed] sale of raw milk is prohibited by the State of California. Under no circumstances shall either Agister or Subscribers transfer the Subscribership or possession of any raw milk production from the Leased Herd in any transaction that would constitute a sale of milk in violation of the statutes of the State of ____California_____. Agister and Subscribers each agree 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 Section by the indemnifying party.

1. Lien for Charges; Enforcement . A. Subscribers shall timely pay the boarding charges and other charges contemplated by this Agreement. SFFC shall have, and Subscriber hereby grants to SFFC, a lien and security interest in Subscriber’s undivided interest of the Herd for all unpaid purchase price, boarding and other charges that this Agreement obligates Subscriber to pay. B. Subscriber agrees that in the event the payments for which Subscriber is liable are not paid within the time provided herein or otherwise agreed between SFFC and Subscriber, SFFC may dispose of Subscriber’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 Subscriber in writing of SFFC’s intent to act, and apply the net proceeds, if any, to Subscriber’s debt. In the alternative, SFFC may acquire Subscriber’s interest in the Leased Herd in satisfaction of the debt.

4 2. Ownership; Transfer . A. Subscriber specifically represents and warrants to SFFC that Subscriber has acquired his/her interest in the Herd for Subscriber’s own use and benefit. B. Subscriber shall not transfer or assign any of Subscriber’s rights or interest in the Leased Herd or under this Agreement.

C. Subscriber shall at no time and under no circumstance sell or exchange any of Subscriber’s interest in the milk production from the Herd to non SFFC members and shall at all times use the Subscriber’s share of milk production for Subscriber’s own use.

6 Liability. A. SFFC/Agister shall not be liable to Subscriber for any loss of or damage to the Leased Herd or for anything resulting from the boarding of the Leased Herd by Agister. B. SFFC/Agister shall not be liable to Subscriber for any sickness, death, loss or damage from the handling or consumption of raw milk produced by the Leased Herd.

C. 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 4 of this Agreement), the party asserting claim shall, within one hundred eighty (180) 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 Paragraph is waived.

7. 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 4 of this Agreement) are subject to arbitration. Either party may serve on the other a written demand for arbitration within one hundred eighty (180) days after the dispute first arises. Any demand for arbitration of a claim served in compliance with Section 6 (c) above shall be contained within and served with the written claim. The arbitration shall be conducted by three arbitrators (one appointed by Seller/Agister, one by Subscriber, 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.

8. Effective Date and Duration.

5 A. The bovine-lease portion of this Agreement is effective upon execution and may not thereafter be terminated by either party without 180 day notice. B. The agistment portion of this Agreement will become effective upon Agister’s written notice to SFFC effective from April 1 to March 31 yearly or until disillusion agreement by both parties.

9. Termination A. The agistment portion of this Agreement may be terminated by Agister upon ninety (90) days’ written notice to Subscriber, so long as Agister terminates all other Herd Agreements simultaneously. B. The agistment portion of this Agreement may be terminated by Subscriber (1) upon ninety (90) days’ written notice to Agister by Subscriber and (within twenty (20) days thereof) such persons that, together with Subscriber, collectively own at least a majority of the authorized shares; or (2) upon Subscriber’s and transferee’s execution of a Herd Transfer Agreement to which Agister has consented.

15. Option to Purchase Subscriber’s Shares. A. Upon the termination of this Agreement, SFFC has the first option to purchase Buyer’s shares at the price that Buyer initially paid SFFC for such shares, such option to expire if not exercised by SFFC within twenty (20) days of the termination date of this Agreement. SFFC/Agister’s failure or decision not to exercise this option shall not constitute a waiver of SFFC’s rights to exercise the same option in other Herd Agreements or Herd Transfer Agreements. .

Upon termination of this Agreement, Buyer agrees that all board and care shall revert to the Agister and all claims on the Leased Herd shall be dropped by the buyer. 17. Force Majeure. Notwithstanding anything to the contrary in this Agreement, neither SFFC , Agister nor Subscriber 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, an illness in the Herd not caused by a breach of Agister’s duties under this Agreement and which Agister has promptly taken steps to have treated or corrected; death of cows in the Herd which does not result from a breach by Agister of its duties under this Agreement; 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. 18. Miscellaneous.

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

6 B. Governing Law. This Agreement is being executed and delivered in the State of California and shall be construed in accordance with and governed by the laws of such state. C. 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 SFFC’s business records. Receipt shall be effective as of the day after mailing. D. 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. E. 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. F. 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. G. Incorporation by Reference. All schedules, exhibits and attachments referred to in this Agreement are incorporated by reference and made a part of this Agreement. H. 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.

______SFFC officer/representative date

______Buyer/Subscriber date

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