For City Convenience. The City may terminate this Agreement for any reason, including, but not limited to, for its convenience, at any time by giving notice thereof, in writing and not less than five (5) days prior to the effective date of termination, to the Vendor specifying the effective termination date. Any such notice may also direct that the Vendor immediately suspend the performance of all work under this Agreement. If this Agreement is terminated by the City pursuant to this subsection, the Vendor will be paid an amount equal to the Vendor’s fees and expenses incurred to the date of termination (or if the Vendor was ordered to suspend its work prior to the effective termination date, then only through that earlier suspension date) less any amounts previously paid to the Vendor pursuant to this Agreement; provided, however, in no event shall the amount paid exceed the total amount of the Service Requirement Order multiplied by the percentage of the total services actually performed. The Vendor agrees that the payment provided in this Section shall fully and adequately compensate the Vendor and all subcontractors for all profits, costs, expenses, losses, liabilities, damage, taxes, and charges of any kind whatsoever (whether foreseen or unforeseen) attributable to the termination of this Agreement.
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