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MEMORANDUMOF UNDERSTANDING

THIS MEMORANDUM OF UNDERSTANDING, ("Agreement") ,dateJune, 2007, between the CannecticutLattery Carparatian, a quasi-publiccarparauan WIll aplace afbusiness at 270 Jahn Dawney Drive, New Britain, .Cannecticut ("CLC") and SchirmerEng:ineering Carparatian with a place afbusiness at 707 Lake .Caak Raad, Suite 200, Deerfield,IL 60015 ("Schirmer").

WI1NESSETH:

WHEREAS, the CLC thraugh a Request far Quate #CLC200706 dated April 12, 2007,(the "RFQ"); which is incarparated by reference herein, salicited Prapasals fram interestedVendars to' prO'vide cansulting and related services far a prapased 90,000+ square faat facilitylacaied at 777 Braak St., Racky Hill, CT; and

WHEREAS, Vendar submitted a Prapasaldated April 20, 2007, to' the CLC, a capy afwhich is attached heretO'marked EXHIBIT A; and

WHEREAS, Vendar's Prapasal was evaluated alang with, ather Prapasals submitted bypraspective Vendars and Vendar was selected as the successful Vendar far perfarmance afcansulting services; and

WHEREAS, The CLC issued to' Vendar a letter af clarificatian to' which Vendarresponded, a capy afwhich is attached heretO'marked Exhibit B; and.

NOW THEREFORE, in cansideratian afthe prem1sesheretO'and of the mutual cavenantsand promises hereinafter set farth, the parties heretO'agree as fallaws: .

1. Scope of Services. Under the terms af the cantract, SchirmerEngineeringCarparatianshallpravide.securitysystemdesign,biddingandcanStructianadministratianservicesfarthe CLC:

Design DevelopmentA. Attend a single project kickaff meeting in Cannecticut to' inlraduce the

Schirmer Praject manager and meet with specific paints af cantact :whO'will pravide input far the design af a distributed sec~ty system. Onekickaff meeting and meeting minutes are antiCipated.

B. Meet with. the client's Security Directar and develap a technalagicalsecurity program during a callective white baard meeting. Be available to'pravide guidance as it relates to' specialty areas and the pla~ement afaccess cantral and alarm manitaring, and clased circuit televisian. Thismeeting is anticipated to' last ane day,'and meeting dacumentatian will beprovided.

C. Based an the meeting with the Security Directar, develap preliminaryAutaCAD drawings depicting the locatians af prapased securitytechnalagy.

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( D. Review physical, :aperatianal and technical Client seerelated ta Crime Preventian Thraugh Environmentalevaluate territQrially, natural' surveillance, image,upkeep .ofthe facility. In additian, review vehicular trapplicatian .ofaccess .contral ta segreg~te parking.

E. Attend a single meeting vi8:telePhane with the Security Directar ta reviewt1iepropased lacatians far security technalagy and dacument the prapasedpragram.

F. Be available ta participate in .one (1) meeting with the CLC and/arArchitect an the revised placement, desigti, and distributian .of a securitysystem that wauld meet the shart-term and lang-term gaals afthepraject.

G. Develop preliminary security system device drawings including thelacatians .of security devices, philasaphies and space protectian far thefallawing majar systems:

1. Access .cantral and Alarm Manitaring2. Clased Circuit Televisian Systems .and Recarding Systems3. Security Contral Center Requirements and Manitaring Appraaches

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H. Attend .one (1) meeting via telephane ta caardinate lacatians farequipment raams and a security cammand and cantral raam cansale withmultiple .operatar stations. Determine requirements, if necessary, anddevelap a hypathetical appraach ta access cantral and alarm manitaringand CCTV monitaring tram a centralized lacatian. .

1. Attend .one(1) daar hardware caardinatian meeting ta verify lacking, cadecampliance and daar hardware ta be utilized ta cantrol secmed areas.

J. Pravide functianal parameters for desigJ,1inga native Windaws XPIW eb-enabled client access cantral server that wauld allow custamizedflexibility ta privileged security persannel ftom multiple locatians in thefacility. Further, caardinate a dedicate.dJredundant security network withthe CLC's Infarmatian Technolagy representa1ives for the transmission .ofaccess cantral data aver a patential distributed netwark

K, Assist the Architect and Pragram Manager in balancing security with cadecampliance as related ta access control (ADA, NEC, OSHA, .PNFPA,etc.).' .

L. Submit far CLC review a single, preliminary set of AutaCAD drawingsand .outlinespecificatians.

M. Develop comprehensive specifications, including the functionality andrequirem,ents .ofthe system.

N. Revise .our design incorparating alterations and camments madethraughaut the phase.

O. Pravide 100 percent bid dacuments and submit ta the Architect/Client farcampt1titive bidding. Prepare up to one (1) addendum to the biddacuments. .

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( P: Provide det~s that Will aid in identifying where powet shall b~ locate -'and where It shall be routed from the door for electr:f~Y1i

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. Bidding

A. Attend up to one (1) pre-bid conference, as required, and be available toanswer contraqtor requests for information about the documents andspecifications prepared by"Schirmer Engineering. Assist in the selectionof a bidder whose proposal and understanding of the work is in accordancewith t1:ierequirements of the bid documents and is most advantageous tothe Client.

B. Review a single submission of shop submittals for compliance with thebid documents.

Construction Administration

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A. Provide periodic site observations during the construction process andverify that the means and methods by which the contractor is performingtheir work are in accordance with the .contract documents. Prepare awritten field report for each visit informing the CLC, Architect of Record

. and proje~t team of all relevant changes to the contractor's work observed. 'Two (2) meetings/site visits are anticipated.',

B. Provide ongoing communication to the CLC, Program Manager andArchitect of Record regarding RFls, coordination lette;rs,discussions withcontractors, in-progress coordination, shop drawing status and changes tothe contract and p~ch list items.

C. Pr:ep8J:'eresponses for up to two (2) requests for.information and prepare asingle bulletin. . .

D. Review a single submission of final as built security drawings forcompliance with the bid documents.

Additional Services

A. Additional services not outlined above will require written justificationand the express approval of the CLC.

2. Compensation. Fees for the servicesto be performedwill be billed at the followingrateschedule:

Hourly rate of$143.00, not to exceed a maximum fee of $18,432.00, paid monthly inproportion for the services performed. Schh1ner Engineering personnel assigned to theCLC project are Sean A. Ahrens, CPP, 'CSC, Senior Security Consultant and David.Kimmerly, Security Consultant.

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3. Reimbursable Expenses: Pre-approved travel expenses including airf:~,. ound

transportation, lodging and meal~will be reimbursed at actual cost upon e &:p.Yitemized invoices documenting such costs. Telephone, laundry andlor d e~expenses are specifically excluded from reimbursement.

4. Term: Servicesshallcomrbenceno laterthan July l, 2007 andcontinueuntil suchtimeas a physicalsecuritysystemis installedby.aselectedbid contractor,tested anddeemedoperationallycompleteto the satisfactionofthe CLC.

5. Proprietary ~nd Confidential. Scmnner understands the importance that all informationgathered, and any recommendations made in the performance of this Agreement remainconfidential. Therefore Schirmer agrees not to divulge any information orrecommendations regarding the building design to any third party until such design,drawings or work product become a public document. This condition shall survive thecontract.

6. Complete .Agreement. The CLC and Schirmer represent and warrant that each has fullpower, authority and legal right to execute, deliver and perform .this Agreement and thatthis Agreement has been duly authorized and is enforceable in accordance with its terms.The CLC and Schirmer further represent that this Agreement contains the ,entireagreement and that no oral representations, inducements, agreements, promises or'understandings altering, modifying, or adding to its terms and conditions' shall have .anyforce or effect and no waiver or modification hereof shall be effective unless the same isin writjng and validly executed by the party to be charged.

7. Indemnification. Each party agrees to defend, Indemnify and hold ,harmless the other,including its officers, agents and employees from and against any third-party claims,suits, damages, losses or injuries, including attorneys fees and costs, arising out of thebreach or alleged breach of its obligations pursuant to the provisions hereof, or out Qfitsnegligent or wrongful acts or omissions, or the acts or omissions of its agents oremployees, which may in any manner accme against the other party, and which areproximately caused.by the act(s) or omission(s) of the responsible party or its ,agents oremployees, or its subcontractors and their ~gents or employees. The indemnifying partyshall, at "its own expense appear, defend ~d pay all reasonable attorneys fees and costs,and other expenses arising therefrom or incurred in connection therewith, and if anyjudgment shall be rendered against the other party, in any such action, the indemnifyingPartY shall, at its own expense, satisfy and discharge the same. The iridemnified partyshall,give the indemnifying party written notice of any claim promptly after le~g ofthe claim, and will cooperate. in the defense or settlement of the claim.

8. Hierarchy of Documents. In the event of any conflicts of terms and conditions amongst,the RFQ, the Proposal, and any subsequent written correspondence, the conirollingauthority shall be a-s follows:

a. Memorandumof Understanding'b. ,Letter of ClarificationdatedJune6, 2007

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c. Request for Quoted. Vendor Proposal COpy

9. Governing Law. This Agreement shall be governed by the lawsoConnecllcut.

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IN WITNESS WHEREOF, the parries hereto have set their hands and seals as of the datefirst set forth above.

CONNECTICUTLOITERYCORPORATIO

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