FILLER SECURITY STRATEGIES, INC. 2 -2011

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INSURANCE NOT REQUIRED N-2011-071 WORK MAY PROCEED CLERK OF COUNCJL DATE, .fUN 11??3 2411 CONSULTING AGREEMENT O_ Pol?c?C?, Low' This Consulting Agreement (the "Agreement") is between the City of Santa Ana, ?TaWln ("CLIENT") located at 60 Civic Center Plaza, Santa Ana, CA 92701 and Filler Security ?- ES'f?arsu\?trategies, Inc. ("CONSULTANT") whose place of business is 1250 Connecticut Avenue, NW, Suite 200, Washington, DC 20036 and sets forth the nature of CONSULTANT'S undertaking on behalf of CLIENT and payment arrangements with respect to the services to be performed by CONSULTANT. This Agreement constitutes the entire understanding and agreement of the parties regarding the Services and payment arrangements, and supersedes any and all other prior or contemporaneous agreements, whether written or oral. 1. SCOPE OF SERVICES: CONSULTANT agrees to perform the services described hereunder (the "Services"). The Services are limited to consulting and shall not include lobbying activities, including activities that would result in a requirement that CONSULTANT register under the Lobbying Disclosure Act of 1995, and such consulting is further limited by legal restrictions imposed upon CONSULTANT by federal conflicts of interest statutes and regulations including, but not limited to, 18 U.S.C. 207(c) and 5 CFR Part 2641. The Services that CONSULTANT shall provide under this Agreement are as follows: • Provide a technical and substantive review of CLIENT'S FY 2011 Urban Area Security Initiative Investment Justifications and provide written and oral feedback to CLIENT following the review. There shall be no travel by CONSULTANT in the provision of such Services. 2. WARRANTIES: CONSULTANT warrants to CLIENT that it shall perform the services under this Agreement in accordance with generally accepted industry standards. 3. PAYMENT FOR SERVICES: In consideration of Services rendered, CLIENT shall compensate CONSULTANT as follows: (a) For Services to be provided, CLIENT shall pay to CONSULTANT ten thousand U.S. dollars ($10,000). Payment shall be made by CLIENT to CONSULTANT within thirty (30) days of receipt of an Invoice from CONSULTANT. Such invoice shall be submitted by CONSULTANT upon completion of the Services. 4. TERM: The term of this Agreement shall commence on the date of May 20, 201 1 and shall terminate on June 20, 2011 . 5. CONFIDENTIAL INFORMATION: "Confidential Information" means any technical and non-technical information related to either party's business and current, future and proposed products and services that is in written form and is marked "Confidential" or "Proprietary," or, if disclosed orally, summarized in writing where such summary is marked "Confidential" or "Proprietary" and sent to the receiving party no later than fifteen (15) days after such oral disclosure. Except as permitted in this Agreement, neither party as the receiving party shall use, disseminate, inappropriately benefit from, or in any way disclose to a third party the Confidential Information of the other party. The parties may use the Confidential Information of the other party solely as necessary to perform its