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, '. . . <br /> 38. ATE shall obtain the approval of the City Manager's Office of any Resident Manager <br /> assigned to Decatur. Likewise, City approval shall be required before ATE replaces or transfers <br /> any Resident Manager assigned to Decatur. <br /> 39. The legal costs associated with handling employee grievances and representing TMD <br /> in grievance arbitrations shall be the responsibility of TMD and, as such, shall be included in the <br /> management fees specified in Paragraph 27. The employer's share of fees and expenses of <br /> arbitrators will be borne by the City. The cost of all other legal services related to and arising out <br /> of the operation of the transit system will be considered a direct operating expense and will be <br /> reimbursed by the City providing that the City has given prior approval to incurring such costs. <br /> 40. In case of breach of any material provision hereunder, the nonbreaching party shall <br /> give the other party prompt written notice of such breach, setting forth the facts in reasonable <br /> detail. In the event that the breaching party has not cured such breach within thirty (30) days (or <br /> in case of breaches which require a longer period to cure, has failed to commence upon such cure <br /> within said eriod and thereafter to dili entl roceed with the same to com letion the <br /> P g Y P P )� <br /> non-breaching party shall have the right to terminate this Interim Agreement without further <br /> notice. This Interim Agreement shall also be terminable for cause at the option of the other party <br /> if any parly is adjudicated bankrupt; is subjected to the appointment of a receiver and fails to <br /> have such a receiver removed within ninety(90)days; has any of its properiy attached and fails to <br /> remove such attachment within ninety (90) days; becomes insolvent; or, for a period of ninety <br /> (90) days, is unable to pay its debts as the same become due,upon ninety(90) days' notice. <br /> 41. This Interim Agreement shall be governed by the laws of the State of Illinois. <br /> 42. In addition to the services specified elsewhere, ATE will also include the following <br /> services in its management fee: <br /> 13 <br />