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Business Enterprises shall have the maximum practicable opportunity to compete for subcontract <br /> � work under this Agreement. <br /> 33. This Agreement shall not be assigned, transferred, hypothecated or pledged by either <br /> party without the prior written consent of the other party. <br /> 34. This contract contains the entire agreement between the City, ATE and TMD and no <br /> oral agreement, promise, statement or representation which is not herein contained shall be <br /> binding upon City, ATE or TMD. All amendments of this Agreement shall be in writing and <br /> executed by the respective parties to the Agreement. <br /> 35. 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 /> 36. 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 /> 37. 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 arty has not cured such breach within thirty (30) days (or III <br /> P <br /> in case of breaches which require a longer period to cure, has failed to commence upon such cure ! <br /> within said period and thereafter to diligently proceed with the same to completion), the <br /> non-breaching party shall have the right to terminate this Agreement without further notice. This <br /> 12 <br />