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as follows: A. This Agreement maybe terminated by CITY on thirty (30) days' written notice by ei- ther party. In the event of such termination, SUBRECIPIENT shall only be entitled to reim- bursement for approved expenses incurred to the effective date of termination. B. This Agreement may be suspended or terminated by CITY upon five (5) days' written notice for violation by SUBRECIPIENT of Federal, state and/or local laws governing the use of Emergency Shelter Grant funds. Furthermore, the SUBRECIPIENT shall comply with the Con- ditional Use permit requirements. For failure to comply with the aforementioned terms, suspen- sion or termination shall result, and SUBRECIPIENT shall only be entitled to reimbursement for approved expenses incurred up to the effective date of suspension or termination. C. In the event SUBRECIPIENT defaults by failing to fulfill all or any of its obligations hereunder, CITY may declare a default and termination of the Agreement by written notice to SUBRECIPIENT, which default and termination shall be effective on a date stated in the notice which is to be not less than ten (10) days after certified mailing or personal service of such no- tice, unless such default is cured before the effective date of termination stated in such notice. If terminated for cause, CITY shall be relieved of further liability or responsibility under this Agreement, or as a result of the termination thereof, including the payment of money, except for payment for approved expenses incurred for services satisfactorily and timely performed prior to the mailing or service of the notice of termination, and except for reimbursement of (1) any pay- ments made for services not subsequently performed in a timely and satisfactory manner, and (2) costs incurred by CITY in obtaining substitute performance. D. The grant of funds under this Agreement may be terminated for convenience. E. The grant of funds under this Agreement may be terminated due to the non- performance of SUBRECIPIENT and/or failure of SUBRECIPENT to perform the work de- scribed in Exhibits A and B or failure to meet the performance standards and program goals set forth therein. F. In the event this Agreement is terminated as set forth in Section X.A through X.E, in- - elusive, SUBRECIPIENT agrees to immediately return to CITY, upon CITY's demand and prior to any adjudication of SUBRECIPIENT's rights, any and all funds not used under this Agree- ment. XII. LIMITATION OF FUNDS The United States of America, through HUD, may, in the future, place programmatic or fiscal limitations on the use of ESG funds which limitations are not presently anticipated. Ac- cordingly, CITY reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, CITY may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUBRECIPIENT's authority to commit and spend funds, or may restrict 20