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! ' , ` <br /> ' ' 34. This contract contains the entire agreement between the City, ATE and TMD and <br /> no oral agreement, promise, statement or representation which is not herein contained shall be <br />', bindin u on Cit ATE or TMD. All amendments of this A reement shall be in writin and <br /> g P Y, g g <br /> executed by the respective parties to the Agreement. <br /> 35. ATE shall obtain City approval of any Resident Manager assigned to Decatur. <br /> Likewise, City approval shall be required before ATE replaces or transfers any Resident <br /> Manager assigned to Decatur. <br /> 36. The legal costs associated with handling employee grievances and representing <br /> TMD in grievance arbitrations shall be the responsibility of TMD and, as such, shall be included �, <br /> in the 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 I� <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 <br /> shall give the other party prompt written notice of such breach, setting forth the facts in <br /> reasonable detail. In the event that the breaching party has not cured such breach within thirty <br /> (30) days (or in case of breaches which require a longer period to cure, has failed to commence <br /> upon such cure within said period and thereafter to diligently proceed with the same to <br /> completion), the non-breaching party shall have the right to terminate this Agreement without <br /> 14 <br />