Laserfiche WebLink
right to terminate this Agreement for convenience and without cause upon ten (10) calendar <br />days' written notice from the CITY to RUSHWORKS of the CITY's election to do so. <br />Furthermore, the CITY may immediately and without notice terminate this Agreement if <br />RUSHWORKS breaches this Agreement. A breach of this Agreement will include, but not be <br />limited to, the following: <br />A. failing to maintain insurance or pay liens, claims or other charges; <br />B. failing to pay any payments due the CITY, state, or federal government from <br />RUSHWORKS or its principals, including, but not limited to, any taxes, fees, <br />assessments, liens, or any payments identified in this Agreement; <br />C. the institution of voluntary or involuntary bankruptcy proceedings against <br />RUSHWORKS; <br />D. the dissolution of RUSHWORKS; <br />E. refusing or failing to prosecute the Work or any separable part, with the diligence that <br />will ensure its completion within the time specified in this Agreement failing to complete <br />work within the time period specified in this Agreement; and/or <br />F. the violation of any provision of this Agreement. <br />Upon delivery of any notice of termination required herein, RUSHWORKS will discontinue all <br />Services in connection with the performance of this Agreement. Within ten (10) days after receipt <br />of the notice of termination, RUSHWORKS will submit a final statement showing in detail <br />the services satisfactorily performed and accepted by the CITY and all other appropriate <br />documentation required herein for payment of services. <br />If this Agreement is terminated for cause, RUSHWORKS will be liable for any and all damage <br />to the CITY resulting therefrom. This liability includes any increased costs incurred by the <br />CITY in completing RUSHWORKS' work. The rights and remedies of the CITY in this <br />section are in addition to any other rights and remedies provided by law or under this Agreement. <br />8. No Right to Arbitration. Notwithstanding anything to the contrary contained in this <br />Agreement, the CITY and RUSHWORKS hereby agree that no claim or dispute between the <br />CITY and RUSHWORKS arising out of or relating to this Agreement will be decided by any <br />arbitration proceeding including, without limitation, any proceeding under the Federal <br />Arbitration Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, <br />but not limited to, the Texas General Arbitration Act, provided that in the event that the <br />CITY is subjected to an arbitration proceeding notwithstanding this provision, RUSHWORKS <br />consents to be joined in the arbitration proceeding if RUSHWORKS' presence is required or <br />requested by the CITY for complete relief to be recorded in the arbitration proceeding. <br />9. Proof of Payment to Vendors. Prior to the CITY making payment due to RUSHWORKS <br />in accordance with preceding RUSHWORKS will provide the CITY with affidavits to show <br />proof that payments to vendors providing goods and/or services pertaining to the Agreement <br />have been paid in full. <br />10. Notices. Unless otherwise provided in this Agreement, any notice provided for or <br />permitted to be given must be in writing and delivered in person or by depositing same in <br />7 <br />RUSHWORKS / City ofSan Marcos Systems Upgrade, Installation and Integration Agreement <br />