NETWORK INTEGRATION COMPANY PARTNERS, INC.

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ct%vork hitegrotion Company Partiwrs, Inc, Network Electronics Ser%icy Agret:nient for City oC Santa Arta, on behal l' of Santa Ana Public library PAYMENT TERNS Payment to the Service Provider is on Net 30 -day terms, The Service Provider will bill IDO"ro of egUilarnent and Materials upOn receipt. TAXES Pricing shown may not include all sales or other tares imposed on the sale of goods and services. Taxes now or hereafter upon sales or shipments shall be added to the purchase price. The Owner agrees to reimburse the Set -vice Provider for any SUCK tax or provide Service Provider with acceptable tax exemption. SUSPENSfON OF SERVICES If the Owner fails to make payments when due or otherwise is in breach or this Agreement, the Service Provider may suspend performance of services upoti five (5) calendar clays' notice to the Owner. The Service Provider shall have na liability whatsoever to the Owner for any costs or damages as a result of such suspension caused by any breach of this Agreernent by the Owner, TERNIINATION OF SERVICES If the Owner fails to make payment to the Service Provider in accordance with the payment terms herein, this shall constitute a material breach of this agreement and shall be cause for termination by the Service Provider, SET -OFFS, BACKCHARGES, DISCOUNTS Payment of invoices is in no case subject to unilateral discounting or set -offs by the Owner, and payment is Clue regardless of suspension or termination of this Agreement by either party. INDEMNITY Each party shall be responsible for and hold the other party harmless from any loss SLlstained by such party relating to death, bodily injury, or dalriage to tangible physical property which is caused by the negligent acts or Omissions of the party's agents or employees, ARBITRATION All claims, disputes, and other matters in question arising out of, or relating to, this Service A3reetrient or the breach thereof, shall be decided by arbitration in accordance with the Construction IndLlstry Arbitration Rules of the American Arbitration.. Association then obtaining Unless the parties rrtutually agrec otherwise, This agreement to arbitrate shall be specifically enforceable under the prevailing arbitration law, The award rendered by the arbitrators shall be final, and judgment rn.ay be entered upon it in accordance with applicable law in any court !laving jurisdiction thereof. Notice of the demand for arbitration shall be filed in writing with the other party and with the American Arbitration Association. The demand for arbitration shalt be glade, within a reasonable tithe after the claire, dispute, or other matter in question has arisen, but in no event shall it be made after substantial completion of the project for which this Set -vice Agreement is awarded. Page 2 of