HomeMy WebLinkAboutC2024-024 Aidant Fire and Protection Co - signed1
Contract No. 2024-024
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
AIDANT FIRE PROTECTION CO.
DBA
AIDANT FIRE & SECURITY
THIS PROFESSIONAL SERVICES AGREEMENT (this “Agreement”) is entered upon
execution, between the Town of Fountain Hills, an Arizona municipal corporation (the “Town”)
and Aidant Fire Protection Co., Inc. d/b/a Aidant Fire & Security, a(n) Arizona corporation (the
“Vendor”).
RECITALS
A. Pursuant to Section 5.3 of the Town’s Procurement Policy and Section 3-3-7 of the
Town Code, proper due diligence was performed to establish a vendor to enter into an agreement
for the required services.
B. The Town desires to engage the Vendor to provide Fire and Life Safety Systems
Maintenance and Repair (the “Services”).
C. The Town desires to enter into an Agreement with the Vendor to perform the
Services, more particularly set forth in Section 2 below.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing introduction and recitals, which
are incorporated herein by reference, the following mutual covenants and conditions, and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Town and the Vendor hereby agree as follows:
1. Term of Agreement. This Agreement shall be effective as of the date of execution
and shall remain in full force and effect until June 30, 2024.
2. Scope of Work. This is an indefinite quantity and indefinite delivery Agreement
for Services as previously set forth herein. Services (Exhibit A) shall only be provided when the
Town identifies a need and proper authorization and documentation have been approved. For
project(s) determined by the Town to be appropriate for this Agreement, the Vendor shall provide
the Services to the Town on an as-required basis relating to the specific Services as may be agreed
upon between the parties in writing, in the form of a written acknowledgment between the parties
describing the Services to be provided (each, a “Work Order”). Each Work Order issued for
Services pursuant to this Agreement shall be (i) in the form provided and approved by the Town
for the Services, (ii) contain a reference to this Agreement and (iii) be attached to hereto as Exhibit
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B and incorporated herein by reference. By signing this Agreement, Vendor acknowledges and
agrees that Work Order(s) containing unauthorized exceptions, conditions, limitations, or
provisions in conflict with the terms of this Agreement, other than Town's project-specific
requirements, are hereby expressly declared void and shall be of no force and effect. The Town
does not guarantee any minimum or maximum amount of Services will be requested under this
Agreement.
3. Compensation. The Town shall pay the Vendor an aggregate amount not to exceed
$50,000 at the rates set forth in the Fee Proposal attached hereto as Exhibit A and incorporated
herein by reference.
4. Payments. The Town shall pay the Vendor monthly (and the Vendor shall invoice
the Town monthly), based upon work performed and completed to date, and upon submission and
approval of invoices. All invoices shall document and itemize all work completed to date. Each
invoice statement shall include a record of time expended and work performed in sufficient detail
to justify payment. This Agreement must be referenced on all invoices.
5. Documents. All documents, including any intellectual property rights thereto,
prepared and submitted to the Town pursuant to this Agreement shall be the property of the Town.
6. Vendor Personnel. Vendor shall provide adequate, experienced personnel, capable
of and devoted to the successful performance of the Services under this Agreement. Vendor agrees
to assign specific individuals to key positions. If deemed qualified, the Vendor is encouraged to
hire Town residents to fill vacant positions at all levels. Vendor agrees that, upon commencement
of the Services to be performed under this Agreement, key personnel shall not be removed or
replaced without prior written notice to the Town. If key personnel are not available to perform
the Services for a continuous period exceeding 30 calendar days, or are expected to devote
substantially less effort to the Services than initially anticipated, Vendor shall immediately notify
the Town of same and shall, subject to the concurrence of the Town, replace such personnel with
personnel possessing substantially equal ability and qualifications.
7. Inspection; Acceptance. All work shall be subject to inspection and acceptance by
the Town at reasonable times during Vendor’s performance. The Vendor shall provide and
maintain a self-inspection system that is acceptable to the Town.
8. Licenses; Materials. Vendor shall maintain in current status all federal, state and
local licenses and permits required for the operation of the business conducted by the Vendor. The
Town has no obligation to provide Vendor, its employees or subcontractors any business
registrations or licenses required to perform the specific services set forth in this Agreement. The
Town has no obligation to provide tools, equipment or material to Vendor.
9. Performance Warranty. Vendor warrants that the Services rendered will conform
to the requirements of this Agreement and with the care and skill ordinarily used by members of
the same profession practicing under similar circumstances at the same time and in the same
locality.
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10. Indemnification. To the fullest extent permitted by law, the Vendor shall
indemnify, defend and hold harmless the Town and each council member, officer, employee or
agent thereof (the Town and any such person being herein called an “Indemnified Party”), for,
from and against any and all losses, claims, damages, liabilities, costs and expenses (including, but
not limited to, reasonable attorneys’ fees, court costs and the costs of appellate proceedings) to
which any such Indemnified Party may become subject, under any theory of liability whatsoever
(“Claims”), insofar as such Claims (or actions in respect thereof) relate to, arise out of, or are
caused by or based upon the negligent acts, intentional misconduct, errors, mistakes or omissions,
breach of contract, in connection with the work or services of the Vendor, its officers, employees,
agents, or any tier of subcontractor in the performance of this Agreement. The amount and type
of insurance coverage requirements set forth below will in no way be construed as limiting the
scope of the indemnity in this Section.
11. Insurance.
11.1 General.
A. Insurer Qualifications. Without limiting any obligations or
liabilities of Vendor, Vendor shall purchase and maintain, at its own expense, hereinafter
stipulated minimum insurance with insurance companies authorized to do business in the
State of Arizona pursuant to ARIZ. REV. STAT. § 20-206, as amended, with an AM Best,
Inc. rating of A- or above with policies and forms satisfactory to the Town. Failure to
maintain insurance as specified herein may result in termination of this Agreement at the
Town’s option.
B. No Representation of Coverage Adequacy. By requiring insurance
herein, the Town does not represent that coverage and limits will be adequate to protect
Vendor. The Town reserves the right to review any and all of the insurance policies and/or
endorsements cited in this Agreement but has no obligation to do so. Failure to demand
such evidence of full compliance with the insurance requirements set forth in this
Agreement or failure to identify any insurance deficiency shall not relieve Vendor from,
nor be construed or deemed a waiver of, its obligation to maintain the required insurance
at all times during the performance of this Agreement.
C. Additional Insured. All insurance coverage, except Workers’
Compensation insurance and Professional Liability insurance, if applicable, shall name, to
the fullest extent permitted by law for claims arising out of the performance of this
Agreement, the Town, its agents, representatives, officers, directors, officials and
employees as Additional Insured as specified under the respective coverage sections of this
Agreement.
D. Coverage Term. All insurance required herein shall be maintained
in full force and effect until all work or services required to be performed under the terms
of this Agreement are satisfactorily performed, completed and formally accepted by the
Town, unless specified otherwise in this Agreement.
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E. Primary Insurance. Vendor’s insurance shall be primary insurance
with respect to performance of this Agreement and in the protection of the Town as an
Additional Insured.
F. Claims Made. In the event any insurance policies required by this
Agreement are written on a “claims made” basis, coverage shall extend, either by keeping
coverage in force or purchasing an extended reporting option, for three years past
completion and acceptance of the services. Such continuing coverage shall be evidenced
by submission of annual Certificates of Insurance citing applicable coverage is in force and
contains the provisions as required herein for the three-year period.
G. Waiver. All policies, except for Professional Liability, including
Workers’ Compensation insurance, shall contain a waiver of rights of recovery
(subrogation) against the Town, its agents, representatives, officials, officers and
employees for any claims arising out of the work or services of Vendor. Vendor shall
arrange to have such subrogation waivers incorporated into each policy via formal written
endorsement thereto.
H. Policy Deductibles and/or Self-Insured Retentions. The policies set
forth in these requirements may provide coverage that contains deductibles or self-insured
retention amounts. Such deductibles or self-insured retention shall not be applicable with
respect to the policy limits provided to the Town. Vendor shall be solely responsible for
any such deductible or self-insured retention amount.
I. Use of Subcontractors. If any work under this Agreement is
subcontracted in any way, Vendor shall execute written agreements with its subcontractors
containing the indemnification provisions set forth in this Agreement and insurance
requirements set forth herein protecting the Town and Vendor. Vendor shall be responsible
for executing any agreements with its subcontractors and obtaining certificates of insurance
verifying the insurance requirements.
J. Evidence of Insurance. Prior to commencing any work or services
under this Agreement, Vendor will provide the Town with suitable evidence of insurance
in the form of certificates of insurance and a copy of the declaration page(s) of the insurance
policies as required by this Agreement, issued by Vendor’s insurance insurer(s) as evidence
that policies are placed with acceptable insurers as specified herein and provide the
required coverages, conditions and limits of coverage specified in this Agreement and that
such coverage and provisions are in full force and effect. Confidential information such as
the policy premium may be redacted from the declaration page(s) of each insurance policy,
provided that such redactions do not alter any of the information required by this
Agreement. The Town shall reasonably rely upon the certificates of insurance and
declaration page(s) of the insurance policies as evidence of coverage but such acceptance
and reliance shall not waive or alter in any way the insurance requirements or obligations
of this Agreement. If any of the policies required by this Agreement expire during the life
of this Agreement, it shall be Vendor’s responsibility to forward renewal certificates and
declaration page(s) to the Town 30 days prior to the expiration date. All certificates of
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insurance and declarations required by this Agreement shall be identified by referencing
the RFP number and title or this Agreement. A $25.00 administrative fee shall be assessed
for all certificates or declarations received without the appropriate RFP number and title or
a reference to this Agreement, as applicable. Additionally, certificates of insurance and
declaration page(s) of the insurance policies submitted without referencing the appropriate
RFP number and title or a reference to this Agreement, as applicable, will be subject to
rejection and may be returned or discarded. Certificates of insurance and declaration
page(s) shall specifically include the following provisions:
(1) The Town, its agents, representatives, officers, directors,
officials and employees are Additional Insureds as follows:
(a) Commercial General Liability – Under Insurance
Services Office, Inc., (“ISO”) Form CG 20 10 03 97 or equivalent.
(b) Auto Liability – Under ISO Form CA 20 48 or
equivalent.
(c) Excess Liability – Follow Form to underlying
insurance.
(2) Vendor’s insurance shall be primary insurance with respect
to performance of this Agreement.
(3) All policies, except for Professional Liability, including
Workers’ Compensation, waive rights of recovery (subrogation) against Town, its
agents, representatives, officers, officials and employees for any claims arising out
of work or services performed by Vendor under this Agreement.
(4) ACORD certificate of insurance form 25 (2014/01) is
preferred. If ACORD certificate of insurance form 25 (2001/08) is used, the phrases
in the cancellation provision “endeavor to” and “but failure to mail such notice shall
impose no obligation or liability of any kind upon the company, its agents or
representatives” shall be deleted. Certificate forms other than ACORD form shall
have similar restrictive language deleted.
11.2 Required Insurance Coverage.
A. Commercial General Liability. Vendor shall maintain “occurrence”
form Commercial General Liability insurance with an unimpaired limit of not less than
$1,000,000 for each occurrence, $2,000,000 Products and Completed Operations Annual
Aggregate and a $2,000,000 General Aggregate Limit. The policy shall cover liability
arising from premises, operations, independent contractors, products-completed
operations, personal injury and advertising injury. Coverage under the policy will be at
least as broad as ISO policy form CG 00 010 93 or equivalent thereof, including but not
limited to, separation of insured’s clause. To the fullest extent allowed by law, for claims
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arising out of the performance of this Agreement, the Town, its agents, representatives,
officers, officials and employees shall be cited as an Additional Insured under ISO,
Commercial General Liability Additional Insured Endorsement form CG 20 10 03 97, or
equivalent, which shall read “Who is an Insured (Section II) is amended to include as an
insured the person or organization shown in the Schedule, but only with respect to liability
arising out of “your work” for that insured by or for you.” If any Excess insurance is
utilized to fulfill the requirements of this subsection, such Excess insurance shall be “follow
form” equal or broader in coverage scope than underlying insurance.
B. Vehicle Liability. Vendor shall maintain Business Automobile
Liability insurance with a limit of $1,000,000 each occurrence on Vendor’s owned, hired
and non-owned vehicles assigned to or used in the performance of the Vendor’s work or
services under this Agreement. Coverage will be at least as broad as ISO coverage code
“1” “any auto” policy form CA 00 01 12 93 or equivalent thereof. To the fullest extent
allowed by law, for claims arising out of the performance of this Agreement, the Town, its
agents, representatives, officers, directors, officials and employees shall be cited as an
Additional Insured under ISO Business Auto policy Designated Insured Endorsement form
CA 20 48 or equivalent. If any Excess insurance is utilized to fulfill the requirements of
this subsection, such Excess insurance shall be “follow form” equal or broader in coverage
scope than underlying insurance.
C. Professional Liability. If this Agreement is the subject of any
professional services or work, or if the Vendor engages in any professional services or
work in any way related to performing the work under this Agreement, the Vendor shall
maintain Professional Liability insurance covering negligent errors and omissions arising
out of the Services performed by the Vendor, or anyone employed by the Vendor, or anyone
for whose negligent acts, mistakes, errors and omissions the Vendor is legally liable, with
an unimpaired liability insurance limit of $2,000,000 each claim and
$2,000,000 annual aggregate.
D. Workers’ Compensation Insurance. Vendor shall maintain
Workers’ Compensation insurance to cover obligations imposed by federal and state
statutes having jurisdiction over Vendor’s employees engaged in the performance of work
or services under this Agreement and shall also maintain Employers Liability Insurance of
not less than $500,000 for each accident, $500,000 disease for each employee and
$1,000,000 disease policy limit.
11.3 Cancellation and Expiration Notice. Insurance required herein shall not
expire, be canceled, or be materially changed without 30 days’ prior written notice to the Town.
12. Termination; Cancellation.
12.1 For Town’s Convenience. This Agreement is for the convenience of the
Town and, as such, may be terminated without cause after receipt by Vendor of written notice by
the Town. Upon termination for convenience, Vendor shall be paid for all undisputed services
performed to the termination date.
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12.2 For Cause. If either party fails to perform any obligation pursuant to this
Agreement and such party fails to cure its nonperformance within 30 days after notice of
nonperformance is given by the non-defaulting party, such party will be in default. In the event of
such default, the non-defaulting party may terminate this Agreement immediately for cause and
will have all remedies that are available to it at law or in equity including, without limitation, the
remedy of specific performance. If the nature of the defaulting party’s nonperformance is such
that it cannot reasonably be cured within 30 days, then the defaulting party will have such
additional periods of time as may be reasonably necessary under the circumstances, provided the
defaulting party immediately (A) provides written notice to the non-defaulting party and (B)
commences to cure its nonperformance and thereafter diligently continues to completion the cure
of its nonperformance. In no event shall any such cure period exceed 90 days. In the event of such
termination for cause, payment shall be made by the Town to the Vendor for the undisputed portion
of its fee due as of the termination date.
12.3 Due to Work Stoppage. This Agreement may be terminated by the Town
upon 30 days’ written notice to Vendor in the event that the Services are permanently abandoned.
In the event of such termination due to work stoppage, payment shall be made by the Town to the
Vendor for the undisputed portion of its fee due as of the termination date.
12.4 Conflict of Interest. This Agreement is subject to the provisions of ARIZ.
REV. STAT. § 38-511. The Town may cancel this Agreement without penalty or further obligations
by the Town or any of its departments or agencies if any person significantly involved in initiating,
negotiating, securing, drafting or creating this Agreement on behalf of the Town or any of its
departments or agencies is, at any time while this Agreement or any extension of this Agreement
is in effect, an employee of any other party to this Agreement in any capacity or a Vendor to any
other party of this Agreement with respect to the subject matter of this Agreement.
12.5 Gratuities. The Town may, by written notice to the Vendor, cancel this
Agreement if it is found by the Town that gratuities, in the form of economic opportunity, future
employment, entertainment, gifts or otherwise, were offered or given by the Vendor or any agent
or representative of the Vendor to any officer, agent or employee of the Town for the purpose of
securing this Agreement. In the event this Agreement is canceled by the Town pursuant to this
provision, the Town shall be entitled, in addition to any other rights and remedies, to recover and
withhold from the Vendor an amount equal to 150% of the gratuity.
12.6 Agreement Subject to Appropriation. This Agreement is subject to the
provisions of ARIZ. CONST. ART. IX, § 5 and ARIZ. REV. STAT. § 42-17106. The provisions of this
Agreement for payment of funds by the Town shall be effective when funds are appropriated for
purposes of this Agreement and are actually available for payment. The Town shall be the sole
judge and authority in determining the availability of funds under this Agreement and the Town
shall keep the Vendor fully informed as to the availability of funds for this Agreement. The
obligation of the Town to make any payment pursuant to this Agreement is a current expense of
the Town, payable exclusively from such annual appropriations, and is not a general obligation or
indebtedness of the Town. If the Town Council fails to appropriate money sufficient to pay the
amounts as set forth in this Agreement during any immediately succeeding fiscal year, this
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Agreement shall terminate at the end of then-current fiscal year and the Town and the Vendor shall
be relieved of any subsequent obligation under this Agreement.
13. Miscellaneous.
13.1 Independent Contractor. It is clearly understood that each party will act in
its individual capacity and not as an agent, employee, partner, joint venturer, or associate of the
other. An employee or agent of one party shall not be deemed or construed to be the employee or
agent of the other for any purpose whatsoever. The Vendor acknowledges and agrees that the
Services provided under this Agreement are being provided as an independent contractor, not as
an employee or agent of the Town. Vendor, its employees and subcontractors are not entitled to
workers’ compensation benefits from the Town. The Town does not have the authority to
supervise or control the actual work of Vendor, its employees or subcontractors. The Vendor, and
not the Town, shall determine the time of its performance of the services provided under this
Agreement so long as Vendor meets the requirements as agreed in Section 2 above and in Exhibit
A. Vendor is neither prohibited from entering into other contracts nor prohibited from practicing
its profession elsewhere. Town and Vendor do not intend to nor will they combine business
operations under this Agreement.
13.2 Applicable Law; Venue. This Agreement shall be governed by the laws of
the State of Arizona and suit pertaining to this Agreement may be brought only in courts in
Maricopa County, Arizona.
13.3 Laws and Regulations. Vendor shall keep fully informed and shall at all
times during the performance of its duties under this Agreement ensure that it and any person for
whom the Vendor is responsible abides by, and remains in compliance with, all rules, regulations,
ordinances, statutes or laws affecting the Services, including, but not limited to, the following: (A)
existing and future Town and County ordinances and regulations; (B) existing and future State and
Federal laws; and (C) existing and future Occupational Safety and Health Administration
standards.
13.4 Amendments. This Agreement may be modified only by a written
amendment signed by persons duly authorized to enter into contracts on behalf of the Town and
the Vendor.
13.5 Provisions Required by Law. Each and every provision of law and any
clause required by law to be in this Agreement will be read and enforced as though it were included
herein and, if through mistake or otherwise any such provision is not inserted, or is not correctly
inserted, then upon the application of either party, this Agreement will promptly be physically
amended to make such insertion or correction.
13.6 Severability. The provisions of this Agreement are severable to the extent
that any provision or application held to be invalid by a Court of competent jurisdiction shall not
affect any other provision or application of this Agreement which may remain in effect without
the invalid provision or application.
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13.7 Entire Agreement; Interpretation; Parol Evidence. This Agreement
represents the entire agreement of the parties with respect to its subject matter, and all previous
agreements, whether oral or written, entered into prior to this Agreement are hereby revoked and
superseded by this Agreement. No representations, warranties, inducements or oral agreements
have been made by any of the parties except as expressly set forth herein, or in any other
contemporaneous written agreement executed for the purposes of carrying out the provisions of
this Agreement. This Agreement shall be construed and interpreted according to its plain meaning,
and no presumption shall be deemed to apply in favor of, or against the party drafting this
Agreement. The parties acknowledge and agree that each has had the opportunity to seek and
utilize legal counsel in the drafting of, review of, and entry into this Agreement.
13.8 Assignment; Delegation. No right or interest in this Agreement shall be
assigned or delegated by Vendor without prior, written permission of the Town, signed by the
Town Manager. Any attempted assignment or delegation by Vendor in violation of this provision
shall be a breach of this Agreement by Vendor.
13.9 Subcontracts. No subcontract shall be entered into by the Vendor with any
other party to furnish any of the material or services specified herein without the prior written
approval of the Town. The Vendor is responsible for performance under this Agreement whether
or not subcontractors are used. Failure to pay subcontractors in a timely manner pursuant to any
subcontract shall be a material breach of this Agreement by Vendor.
13.10 Rights and Remedies. No provision in this Agreement shall be construed,
expressly or by implication, as waiver by the Town of any existing or future right and/or remedy
available by law in the event of any claim of default or breach of this Agreement. The failure of
the Town to insist upon the strict performance of any term or condition of this Agreement or to
exercise or delay the exercise of any right or remedy provided in this Agreement, or by law, or the
Town’s acceptance of and payment for services, shall not release the Vendor from any
responsibilities or obligations imposed by this Agreement or by law, and shall not be deemed a
waiver of any right of the Town to insist upon the strict performance of this Agreement.
13.11 Attorneys’ Fees. In the event either party brings any action for any relief,
declaratory or otherwise, arising out of this Agreement or on account of any breach or default
hereof, the prevailing party shall be entitled to receive from the other party reasonable attorneys’
fees and reasonable costs and expenses, determined by the court sitting without a jury, which shall
be deemed to have accrued on the commencement of such action and shall be enforced whether or
not such action is prosecuted through judgment.
13.12 Liens. All materials or services shall be free of all liens and, if the Town
requests, a formal release of all liens shall be delivered to the Town.
13.13 Offset.
A. Offset for Damages. In addition to all other remedies at law or
equity, the Town may offset from any money due to the Vendor any amounts Vendor owes
to the Town for damages resulting from breach or deficiencies in performance or breach of
any obligation under this Agreement.
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B. Offset for Delinquent Fees or Taxes. The Town may offset from any
money due to the Vendor any amounts Vendor owes to the Town for delinquent fees,
transaction privilege taxes and property taxes, including any interest or penalties.
13.14 Notices and Requests. Any notice or other communication required or
permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given if (A) delivered to the party at the address set forth below, (B) deposited in the U.S.
Mail, registered or certified, return receipt requested, to the address set forth below or (C) given to
a recognized and reputable overnight delivery service, to the address set forth below:
If to the Town: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Grady E. Miller, Town Manager
With copy to: Town of Fountain Hills
16705 East Avenue of the Fountains
Fountain Hills, Arizona 85268
Attn: Aaron D. Arnson, Town Attorney
If to Vendor: Aidant Fire Protection Co. dba Aidant Fire & Security
15836 N. 77th St
Scottsdale, Arizona 85260
Attn: Blake Brommer
or at such other address, and to the attention of such other person or officer, as any party may
designate in writing by notice duly given pursuant to this subsection. Notices shall be deemed
received (A) when delivered to the party, (B) three business days after being placed in the U.S.
Mail, properly addressed, with sufficient postage or (C) the following business day after being
given to a recognized overnight delivery service, with the person giving the notice paying all
required charges and instructing the delivery service to deliver on the following business day. If
a copy of a notice is also given to a party’s counsel or other recipient, the provisions above
governing the date on which a notice is deemed to have been received by a party shall mean and
refer to the date on which the party, and not its counsel or other recipient to which a copy of the
notice may be sent, is deemed to have received the notice.
13.15 Confidentiality of Records. The Vendor shall establish and maintain
procedures and controls that are acceptable to the Town for the purpose of ensuring that
information contained in its records or obtained from the Town or from others in carrying out its
obligations under this Agreement shall not be used or disclosed by it, its agents, officers, or
employees, except as required to perform Vendor’s duties under this Agreement. Persons
requesting such information should be referred to the Town. Vendor also agrees that any
information pertaining to individual persons shall not be divulged other than to employees or
officers of Vendor as needed for the performance of duties under this Agreement.
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13.16 Records and Audit Rights. To ensure that the Vendor and its subcontractors
are complying with the warranty under subsection 13.17 below, Vendor’s and its subcontractor’s
books, records, correspondence, accounting procedures and practices, and any other supporting
evidence relating to this Agreement, including the papers of any Vendor and its subcontractors’
employees who perform any work or services pursuant to this Agreement (all of the foregoing
hereinafter referred to as “Records”), shall be open to inspection and subject to audit and/or
reproduction during normal working hours by the Town, to the extent necessary to adequately
permit (A) evaluation and verification of any invoices, payments or claims based on Vendor’s and
its subcontractors’ actual costs (including direct and indirect costs and overhead allocations)
incurred, or units expended directly in the performance of work under this Agreement and (B)
evaluation of the Vendor’s and its subcontractors’ compliance with the Arizona employer
sanctions laws referenced in subsection 13.17 below. To the extent necessary for the Town to audit
Records as set forth in this subsection, Vendor and its subcontractors hereby waive any rights to
keep such Records confidential. For the purpose of evaluating or verifying such actual or claimed
costs or units expended, the Town shall have access to said Records, even if located at its
subcontractors’ facilities, from the effective date of this Agreement for the duration of the work
and until three years after the date of final payment by the Town to Vendor pursuant to this
Agreement. Vendor and its subcontractors shall provide the Town with adequate and appropriate
workspace so that the Town can conduct audits in compliance with the provisions of this
subsection. The Town shall give Vendor or its subcontractors reasonable advance notice of
intended audits. Vendor shall require its subcontractors to comply with the provisions of this
subsection by insertion of the requirements hereof in any subcontract pursuant to this Agreement.
13.17 E-verify Requirements. To the extent applicable under ARIZ. REV. STAT. §
41-4401, the Vendor and its subcontractors warrant compliance with all federal immigration laws
and regulations that relate to their employees and their compliance with the E-verify requirements
under ARIZ. REV. STAT. § 23-214(A). Vendor’s or its subcontractors’ failure to comply with such
warranty shall be deemed a material breach of this Agreement and may result in the termination
of this Agreement by the Town.
13.18 Israel. Vendor certifies that it is not currently engaged in, and agrees for the
duration of this Agreement that it will not engage in a “boycott,” as that term is defined in ARIZ.
REV. STAT. § 35-393, of Israel.
13.19 China. Pursuant to and in compliance with A.R.S. § 35-394, Contractor
hereby agrees and certifies that it does not currently, and agrees for the duration of this Agreement
that Contractor will not, use: (i) the forced labor of ethnic Uyghurs in the People’s Republic of
China; (ii) any goods or services produced by the forced labor of ethnic Uyghurs in the People’s
Republic of China; or (iii) any contractors, subcontractors or suppliers that use the forced labor or
any goods or services produced by the forced labor of ethnic Uyghurs in the People’s Republic of
China. Contractor also hereby agrees to indemnify and hold harmless the City, its officials,
employees, and agents from any claims or causes of action relating to the City’s action based upon
reliance upon this representation, including the payment of all costs and attorney fees incurred by
the City in defending such as action.
13.20 Conflicting Terms. In the event of any inconsistency, conflict or ambiguity
among the terms of this Agreement, the Proposal, any Town-approved invoices, and the RFP, the
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documents shall govern in the order listed herein.
13.21 Non-Exclusive Contract. This Agreement is entered into with the
understanding and agreement that it is for the sole convenience of the Town. The Town reserves
the right to obtain like goods and services from another source when necessary.
[SIGNATURES ON FOLLOWING PAGES]
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ATTESTED TO:
_______________________________
Linda G. Mendenhall, Town Clerk
APPROVED AS TO FORM:
________________________________
Aaron D. Arnson, Town Attorney
“Town”
TOWN OF FOUNTAIN HILLS,
an Arizona municipal corporation
FOR THE TOWN OF FOUNTAIN HILLS:
____________________________________
Rachael Goodwin, Town Manager
FOR THE CONTRACTOR:
By:
Name
Title: ______________________________
Blake Brommer (Nov 6, 2023 12:38 MST)
Blake Brommer
Blake Brommer
Vice President
Aaron D. Arnson (Nov 6, 2023 13:56 MST)
Aaron D. Arnson
Rachael Goodwin (Nov 7, 2023 09:38 MST)
Rachael Goodwin
EXHIBIT A
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
AIDANT FIRE PROTECTION CO.
DBA
AIDANT FIRE & SECURITY
[Scope and Fees]
See following pages.
FIRE AND LIFE SAFETY SYSTEM
SERVICE PROPOSAL PRESENTED
BY:
Blake Brommer
Operations Manager
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 1 of 12
Updated August 11, 2022
Town of Fountain Hills
16075 E. Avenue of the Fountains
Fountain Hills, AZ
Attn: Steve Bartlett
Facility Supervisor
Re: Fire Systems Servicing
Aidant Fire and Security is pleased to provide this proposal / maintenance agreement to service
all of your facilities fire and life safety equipment.
Please allow me to offer the following information about Aidant Fire and Security. Aidant is a
family-owned business, and one of the largest and longest standing privately owned companies
in the fire protection industry under the same ownership since it was founded in 1974—over 48
years ago. In 1997, we moved into our new facility in Scottsdale, AZ where we have a state-of-
the-art service department.
Aidant is a full-service fire protection company, providing fire and security equipment and
services throughout Arizona and New Mexico. We are committed to providing our customers
with the highest level of quality workmanship and service available, and we have built our
reputation based on that principle. Our commitment to quality workmanship is driven by
historical events where we have witnessed firsthand severe losses of life and property, resulting
from poor workmanship and/or incorrect application of fire protection equipment and systems.
We recognize that the products and services we provide have a significant impact on the
customers we service. Therefore, our responsibility is to our customers, who rely on us to give
them maximum assurance their fire and security systems will operate as they were designed.
We take this responsibility very serious. Our personnel have the experience and training in
all aspects of fire protection. Many are NICET (National Institute for Certification of
Engineering Technologies) certified. NICET certification indicates many years of experience and
a high degree of competency in fire systems and our management team takes a hands-on
approach and regularly works in the field with our technicians to verify all technician training is
up to date, quality of service is being maintained, and that customers are completely satisfied.
Service is available 24 hours a day, 7 days a week, and we have a 24-hour FM-listed offsite
central monitoring station. One call to Aidant will handle all your fire protection needs.
Aidant has working knowledge of national and local fire codes, with expertise in all fire systems
including fire alarm systems, FM-200 “clean agent”, dry chemical, foam, early warning detection,
flame detection, wet fire sprinklers, pre-action sprinklers, fire pumps, CO2 systems, Halon 1301,
portable fire equipment, fire hoses, and security systems.
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 2 of 12
Aidant is licensed by the State of Arizona to all types of fire protection and security systems.
Aidant is also licensed by D.O.T. for hydrostatic testing and is reviewed regularly by the D.O.T.
and Underwriters Laboratories. We have memberships in various organizations such as N.F.P.A.
(National Fire Protection Association), S.F.P.E. (Society of Fire Protection Engineers), F.S.S.A.
(Fire Suppression Systems Association), A.F.A.A. (Automatic Fire Alarm Association), and
N.A.F.E.D. (National Association of Fire Equipment Distributors).
We encourage our customers to visit our state-of-the-art facility where you can personally see
the equipment and services necessary to properly service and install fire equipment, or you may
wish to attend one of our seminars. Seminars relating to fire protection/detection systems and
security systems are held on a regular basis in our fully-equipped seminar room. This room
includes audio visuals, overheads, etc., and is available for training on use and performance of
all products, as well as hands-on training.
We greatly appreciate your business and look forward to providing our services, as detailed
below, for your fire and life safety needs.
Scope of Work:
Portable Fire Extinguishers – NFPA Standard #10
The servicing of fire extinguishers, which are pressure vessels, demands trained, qualified,
licensed and insured service technicians using proper equipment and materials. Pressure
vessels, just like the name implies, are vessels filled with pressure. This pressure, depending
on the type of fire extinguisher, averages from 100 to 2,000 psi. When you have a vessel
constantly filled with pressure, it is subject to failure if not properly maintained and serviced.
The maintenance of portable fire extinguishers is governed by DOT (Department of
Transportation), NAFED (National Association of Fire Equipment Distributors), and NFPA
(National Fire Protection Association) Standard No. 10.
Aidant Fire Protection Company enforces these guidelines to assure its customers, as well as
itself, that after required maintenance has been performed and our licensed, signed and
completed service tag has been secured on a fire extinguisher, it is professionally serviced to the
best of our ability and should operate properly and safely.
SIX (6)-YEAR MAINTENANCE SERVICE
Every six (6) years from the manufacturers date, all stored pressure dry chemical fire
extinguishers must be emptied and physically inspected internally for pitting, rust,
corrosion, or contamination of chemical. At this point, ABC dry chemical may be reused
if it is determined to be in acceptable condition. BC dry chemical powder must be replaced
due to a high loss of fire-fighting effectiveness when exposed to air. The physical condition
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 3 of 12
and operation of the valve parts is thoroughly inspected and repaired or replaced, as
needed. The fire extinguishers are then recharged and checked for leakage.
HYDROSTATIC TESTING
In addition to the six (6)-year maintenance service, fire extinguishers also require a 12-
year hydrostatic test. This procedure is performed to provide a pressure test on the
cylinder of the fire extinguisher to check its elasticity. This maintenance can only be
performed in our service shop, which has a specialized hydrostatic water test jacket with
a graph chart to record the total expansion and contraction of the cylinder, to ensure that
it is safe to be put back into service. A record of this procedure is available upon request.
Testing for carbon dioxide and water pressure type extinguishers is required every five
years.
Maintenance/service consists of examining the cylinder to determine if hydrostatic testing
is required because of age or physical damage, weighing the extinguisher to determine
contents, removing hose and/or discharge nozzle to examine for damage and to verify that
the orifice is clear, removing lock pin, examining valve and gauge assembly for wear and
possible physical damage, replacing and resealing all components, and attaching a signed
service tag.
Major repairs or replacement parts, if required, will be an additional charge. All services
are certified to be in accordance with applicable standards of the National Fire Protection
Association, particularly Standard No. 10. (This service includes a written report for
filing.)
Fire Alarm System Maintenance – NFPA Standard #72
This service includes a complete functional testing of panel, power supply, input signals, and
external devices such as detectors, output signals, manual stations, audibles and electrical
values of panel contacts. A brief summary of the inspection/maintenance procedure must
include:
A. Detection and Actuation -
1. Clean detectors
2. Test automatic actuating controls
3. Test all manual operating devices
4. Test all supervisory functions
5. Charge, date, and condition battery
B. Wiring, Devices and Equipment -
1. Inspect for damage or vandalism
2. Circuit test each device to main panel
3. Remote signaling to annunciators
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 4 of 12
C. General Information -
1. Changes in area from original
2. If design or additional engineering is required
Fire Alarm Panel Tests:
• Initiating device circuits
• Signaling device circuits
• Two-way communicators
• Remote annunciator
• Supervisory device circuits
• Primary power supply
• Secondary power supply
• Lamps and light-emitting diodes (LEDs)
Smoke Detector Checks and Tests:
• Check all smoke detectors for damage or obstruction. Obstruction means that the
detector is located in a dead air pocket, is too close to an air handling unit discharge
outlet or covers too great a space, among other factors.
• Functional test all-
o Ionization-type smoke detectors
o Photoelectric-type smoke detectors
o Smoke detectors for ducts
• All smoke detectors must be inspected annually.
Manual Pulls and Audibles:
• Tests shall be conducted on -
o Manual stations
o Bells
o Horns
o Visual alarm devices
Inspection and Testing: Wet / Dry Pipe Systems – NFPA Standard #25
Procedures Per NFPA 25
Contractor shall notify appropriate fire department and central station alarm company before doing
any work.
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 5 of 12
INSPECTIONS (ANNUALLY)
A. Fire Department Connection
1. "Sensible" caps or plugs in place (if plugs, remove and check for foreign objects).
If missing replace (bill as separate items).
2. Female swivel connections (round and swivel and lugs intact).
B. Control Valves
1. PIVs
• Unlock
• Close and reopen fully, observe signal
• Lock open or seal
2. PIVAs
• Unlock
• Close and reopen fully (do not operate with water flowing)
• Lock open or seal
3. WIVs
• Unlock
• Close and reopen fully
• Lock open or seal
4. O. S. & Y.s
• Unlock
• Close partially (about 1/3)
• Lubricate screw stem
• Close and reopen fully
• Leave unlocked until finished testing
5. System Piping and Heads
• Check for signs of leakage
• Check for broken hangers and supports
• Check for leaking heads
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 6 of 12
5. System Piping and Heads-Continued
• Check for physical damage to heads
• Deformation and mechanical damage
• Loading and/or painting
• Corrosion
• Cold flow
• Tampering or "repairs"
• Obstructions (stock, partitions, false ceilings, "sheltered area")
• Check box for supply of extra heads and wrench; replenish if necessary
6. Alarm Devices
• Exterior for mechanical damage or evidence of bird nesting
7. Inspector's Test Valve
• Should be equipped with a cut off sprinkler head
or
• A sight glass if inside on riser
TESTS (QUARTERLY)
A. Make sure that you have notified ALL appropriate agencies.
B. Main Drain Test
• Determine where drain discharges - if necessary, add hose length.
• Record water pressure on both gauges.
• Open main drain (2" valve) and lubricate stem.
• Close and fully reopen O.S. and Y. valve, noting whether water flow stops.
• Run water through main drain until clear, then SLOWLY close 2" main drain valve.
• Note water pressure - it should be approximately the same as before test.
C. Alarm Test Valve
• Determine where water motor gong discharge is located. Have owner move or
protect any material which might be damaged.
• Lubricate gong drive shaft.
• Locate alarm test or bypass valve and open it fully.
• Operate alarm for at least one full minute noting that alarm operates continuously.
• Do not shut off until water runs clear. If valve is O.S. and Y. type, seal open.
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 7 of 12
D. Inspector's Test Valve
• Determine where water discharges to and make sure it will not cause damage.
• Open until water runs reasonably clear and make sure rust and scale don't obstruct
flow (flow at least one minute).
• Check to make sure water gong is ringing.
• If sight gauge test is used, make sure water is flowing.
• Lubricate valve stem and close valve fully. Make sure valve shuts off
completely.
Dry Pipe Pre-Action Fire Sprinkler System - Semi-Annual
• Operational trip test of dry alarm valve testing of:
o Smoke and heat detectors on system
o Operational testing
o Control panel
o Standby battery system,
o Manual release station,
o Audio visual alarms
• Test verification of main building fire alarm panel
• Inspection of all sprinkler heads, piping and hangars
• Complete detailed report on system service testing is provided
FM-200 System Service
A. Detection and Actuation
• Clean detectors
• Test automatic actuating controls
• Test all manual operating devices
• Test all supervisory functions
• Validate battery charger and battery condition
B. FM-200 Containers
• Examine for damage or corrosion
• Check brackets and supports
• Determine correct FM-200 quantity
C. Piping and Nozzles
• Inspect for damage
• Check nozzle position and alignment
• Secure pipe bracketing
D. Auxiliary Equipment
• Inspect ventilation shutdown
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 8 of 12
• Inspect equipment shutdown
• Verify remote signaling
E. General Information
• Ascertain protected area properly sealed
• Verify changes in area from original
• Verify quantity of FM-200 versus volume of protection
After all services return systems to normal operation:
1. Make a final inspection of all equipment to ensure that they are in proper position
or status.
2. Reinstate any electric alarm devices which you or the owner may have disconnected.
3. Notify all agencies previously notified that you are finished, and system(s) are in
service. (If monitored by an alarm company, verify alarm transmission and note
same on inspection report.)
REPAIRS (Billed separate, time and materials.)
1. Notify customer of any necessary repairs.
2. If authorized, complete minor repairs which can perform after the PM service.
3. Major repairs or parts replacement which you cannot perform while on-site to be
quoted and billed separately
4. If failure to repair the system immediately will jeopardize system operation, inform
owner accordingly and authority having jurisdiction as necessary.
RECORDS
1. Complete inspection report.
2. Hang services tags on system serviced, complete work order.
The above represents a brief summary of service procedures and is detailed in a service report
that is completed during service and sent to the customer as well as uploaded to online
compliance portals. All services are performed in accordance with applicable standards of the
National Fire Protection Association, manufacturers' manuals, and our own experience.
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 9 of 12
SERVICE PRICING
*Prices do not include applicable taxes, recharges, hydrotests, repairs, or replacement parts as needed. Any other
items required, not specifically proposed, will be additional.
LOCATION & SERVICE DESCRIPTION PRICE IN DOLLARS*
COMMUNITY CENTER
13001 N. LA MONTANA DRIVE
Annual fire extinguisher service $72.00
Annual fire alarm system service $1,960.00
Annual fire sprinkler system service $350.00
Compliance Center Report Fee (1) $55.00
Estimated Annual Total $1,402.00
FIRE STATION #2
10650 N. FOUNTAIN HILLS BLVD
Annual fire extinguisher service $72.00
Annual fire alarm system service $550.00
Annual fire sprinkler system service $225.00
Compliance Center Report Fee (3) $165.00
Estimated Annual Total $1,712.00
LIBRARY AT FOUNTAIN HILLS
12901 LA MONTANA DRIVE
Annual fire extinguisher service $72.00
Annual fire alarm system service $1,470.00
Annual fire sprinkler system service $350.00
Compliance Center Report Fee (2) $110.00
Estimated Annual Total $1,582.00
TOWN HALL
16705 E. AVE OF THE FOUNTAINS
Annual fire extinguisher service
$72.00
Annual fire alarm system service $1,250.00
Annual fire sprinkler system service $300.00
Compliance Center Report Fee (2) $110.00
Estimated Annual Total $1,732.00
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 10 of 12
Annual Monitoring Pricing:
Phone lines: $360.00/yr, plus T&M labor for programming/change-over.
Cellular / Wireless: $600.00/yr, plus T&M labor for programming/change-over, plus equipment if needed.
Fire Sprinkler Pricing for site without report:
Annual Fire Sprinkler Inspection: $275.00, plus Compliance Engine fee of $55.00/per site.
Fire Extinguisher Pricing:
Annual Maintenance / Service: $13.50/per extinguisher
Sites with (5) or less extinguishers will be billed at a flat rate fee of $75.00
Repair pricing:
5LB. ABC FIRE EXTINGUISHER SIX YEAR PLUS CHECK STEM: $55.00 EACH
5LB. ABC FIRE EXTINGUISHER HYDRO/RECHARGE PLUS CHECK STEM: $60.00 EACH
10LB. ABC FIRE EXTINGUISHER SIX YEAR PLUS CHECK STEM: $80.00 EACH
10LB. ABC FIRE EXTINGUISHER HYDRO/RECHARGE PLUSCHECK STEM: $85.00
Standard Labor Rates:
Fire Alarm / Suppression: $140.00/hr.
Fire Sprinkler / Backflow: $115.00/hr.
Fire Extinguisher / Shop: $85.00/hr.
Minimum service call fee: 3hrs of labor.
Overtime billed at 1.5 times normal labor rate. Holidays billed at 2.0 times normal labor rate. Emergency /
priority service calls are subject to a $125.00 emergency call out fee.
CONTRACT TERMS AND CONDITIONS:
This agreement shall expire (1) one year after the effective date of August , 2022.
This Agreement may be canceled by either party, with or without cause by delivering a written (30) thirty-day
notice of termination to the non-terminating party. Termination shall be effective on the thirtieth (30th) day
after the date of actual receipt of such notice by the non-terminating party.
New Mexico Office
8301 Washington Place, N.E.
Albuquerque NM 87113
Ph: 505-828-2895
Fax: 505-828-2894
Arizona Corporate Office
15836 North 77th Street
Scottsdale, AZ 85260
Ph: 480-607-4600
Fax: 480-607-4601
www.aidantfireandsecurity.com
Fire Systems Service Proposal — Page 11 of 12
Thank you for the opportunity to have Aidant Fire and Security provide services for all your fire
protection needs. Should you have any questions or require further assistance, please contact
me.
Sincerely,
Blake Brommer
Blake Brommer
Operations Manager
Accepted by:
Town of Fountain Hills
(Authorized Signature)
(Please Print Name & Title)
(Date) (Purchase Order#)
EXHIBIT B
TO
PROFESSIONAL SERVICES AGREEMENT
BETWEEN
THE TOWN OF FOUNTAIN HILLS
AND
AIDANT FIRE PROTECTION CO.
DBA
AIDANT FIRE & SECURITY
[Quote or Work Order]
See following pages.