New Journey Farms (Half Hour Increments)

RECITALS

A. ASI is an Indiana corporation duly authorized to conduct business in the State of Indiana.

ASI is licensed to provide investigative and security services under the laws of the State

of Indiana.

B. ASI employs off-duty and retired State Police Officers to provide security or other

services for those persons or entities who desire the services provided by the Corporation.

C. The Client desires to engage ASI provide security services for Client as more fully

described below, and ASI desires to be so engaged, all in accordance with the terms and

conditions of this Agreement.

AGREEMENT

In consideration of the foregoing Recitals, the mutual covenants contained herein and

each act done pursuant thereto, the parties to this Agreement agree as follows.

1. Engagement of ASI

a. The Client hereby engages ASI to provide security services at the following

location New Journey Farms. ASI shall provide the

number of security officers requested on an as needed basis, if available. ASI

agrees to use its best efforts to accommodate Client’s request for services and to

give reasonable notice to the Client of ASI is unable to comply with such request.

b. Client understands and agrees that the security officers to be provided by ASI

hereunder may be sworn Indiana State Police Officers and that they are obligated

to conduct themselves in strict compliance with Indiana Law.

c. If any of ASI’s security officers are required to leave the Client’s premises in

connection with their employment as Indiana State Police, ASI shall use its best

efforts to provide substitute personnel to cover for such officers.

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d. The parties agree that ASI’s security officers are not acting in their official

capacity as Indiana State Police officers or on behalf of the Indiana State Police

while providing security services to the Client pursuant to this Agreement.

g. The Client is aware of Indiana Code IC 10-11-2-21, which prohibits a State

Police Officer from becoming involved in a labor dispute, except as directed by

the Governor of the State of Indiana. In compliance with such prohibition, the

Client and its agents, do hereby release the ASI and its agents from any and all

liability, in the event assigned employees must dismiss themselves from the

assigned duties under this contract if possible conflict with IC 10-11-2-21 exists.

2. Relationship of the Parties

a. ASI is an independent contractor, and this Agreement shall not be construed as

creating a relationship as principal and agent, or employer and employee,

between ASI and the Client. Security officers are employees of ASI, and not the

Client. As an independent contractor, ASI shall not be treated as an employee of

the Client for purposes of taxes and benefits, nor shall ASI (or its employees) be

covered by the Client by any unemployment or Worker’s Compensation Act.

3. Miscellaneous

a. This agreement shall not be assigned, transferred or conveyed by either of the

parties without the prior written consent of the other, except to an affiliate or

parent corporation.

b. No delay or omission on the part of ASI in the exercise of any right or remedy

shall operate as a waiver thereof, and no single or partial exercise by ASI of any

right or remedy shall preclude other or further exercise thereof or of any other

right or remedy.

c. Any acceptance of one or more late payments shall not waive, extend or

otherwise alter the monthly due date for all other payments; or alter ASI’s right to

impose an 8% interest per annum charge on late payments.

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d. Should either party breach this Agreement, the non-breaching party shall be

entitled to recover from the breaching party, its attorney’s fees, litigation

expenses and costs incurred in seeking a remedy or other relief from such breach.

e. This Agreement is executed under and shall be construed in accordance with the

laws of the State of Indiana.

f. This Agreement constitutes the entire agreement between the parties and may be

modified only in writing referencing this Agreement and signed by both parties.

g. ASI agrees to acquire and maintain general and automobile, bodily injury and

property damage liability insurance, worker’s compensation, employer’s liability

insurance, and any other insurance which is required by Indiana State law, or as

may be required by the Client from time to time. The limits for the insurance are

below:

General Liability Each Occurrence: $1,000,000

Commercial General

Liability Damage to Rented Premises: $50,000

Professional Liability Medical Expenses: $5,000

Personal Injury: $1,000,000

General Aggregate: $3,000,000

Products, Completed Operations

Aggregate: $1,000,000

Automobile Liability Combined Single Limit (Each Accident): $1,000,000

Umbrella Liability Each Occurrence: $4,000,000

Workers Compensation &

Employers’ Liability Each Accident: $1,000,000

Disease – Each Employee: $1,000,000

Disease – Policy Limit: $1,000,000

All such insurance shall be written by a company authorized to do business in the

state where such coverage is applicable. Certificates of insurance coverage

provided in this subsection can be furnished to the Client and the Client can be

listed as an Additional Insured on the General Liability Policy. ASI shall

immediately notify the Client if any insurance policy is cancelled or terminated

for any reason.

h. Any action or legal proceeding brought pursuant to or arising out of this

Agreement or the services performed by ASI for the Client shall be brought in

any court of competent jurisdiction in Marion County, Indiana.

i. Both ASI and the Client submit to the personal jurisdiction of Indiana courts for

the purpose of any action or legal proceeding brought pursuant to or arising out

of this Agreement or the services performed by ASI for the Client.

j. This Agreement shall terminate 12 months following its execution unless

voluntarily terminated by either party, in which a notice of at least 30 days must

be given.

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k. This Agreement may be renegotiated annually on the date of contract execution.