Item 22 - Fire Alarm System Devices Upgrade, Testing, Inspection and Repair Services

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V 082622.1, Quoted 9/16/22 Page 6 of 6 Ontario ● San Diego ● Irvine ● Pasadena ● Fresno Sacramento ● Pleasanton Telephone: (877) 331-2084 • Fax: (909) 628-7774 14. Payments are due within 30 days of the submittal of an invoice. Overdue payments shall bear interest at the rate of 1–1/2% per month from the date on which payment is due until paid. 15. If any dispute arises out of this Agreement, such dispute shall be subject to Arbitration at the sole discretion of HCI. If any arbitration or action at law or equity shall be brought on account of any breach of this Agreement or to enforce or interpret any of its provisions, the prevailing party shall be entitled to recover from the other party its reasonable attorneys' fees, which shall be fixed by the tribunal or court and be made a part of any award or judgment rendered. 16. This Agreement shall be governed and construed in accordance with the laws of the state of California. Both parties agree to submit to the exclusive venue and jurisdiction of the courts of California for any enforcement of Arbitration awards and ensuing litigation pertaining to this Agreement. 17. The person executing this Agreement on behalf of Customer represents and warrants that they are authorized to do so by Customer to bind Customer to all terms herein. As a further inducement to HCI to enter into this Agreement, the person executing this Agreement agrees to guarantee the performance of Customer herein and to be personally liable for any payments not made by Customer. 18. The Parties acknowledge that this Agreement is the result of good faith negotiations between the Parties through their respective counsel. Any statute or rule of construction that any ambiguity is to be resolved against the Party that caused such an ambiguity shall not be employed in the interpretation or enforcement of this Agreement. 19. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall constitute one and the same instrument. In addition, the Parties agree that facsimile and/or electronic signatures shall be acceptable to evidence the Parties’ assent to this Agreement and are deemed equivalent to original “wet ink” signatures for all purposes under this Agreement.