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32 . This Agreement shall not be assigned, transferred, <br /> hypothecated or pledged by either party without the prior <br /> written consent of the other party. <br /> 33. This contract contains the entire agreement <br /> between the City and Operator and no oral agreement, prom- <br /> ise, statement or representation which is not herein con- <br /> tained shall be binding upon City or Operator. All amend- <br /> ments of this Agreement shall be in writing and executed by <br /> the respective parties to the Agreement. <br /> 34 . Operator shall obtain City approval of any Resi- <br /> dent Manager assigned to Decatur. Likewise, City approval <br /> shall be required before Operator replaces or transfers any <br /> Resident Manager assigned to Decatur. <br /> 35 . The legal costs associated with handling employee <br /> grievances and representing the Operator in grievance <br /> arbitrations shall be the responsibility of the Operator <br /> and, as such, shall be included in the management fees <br /> specified in Paragraph 26. Legal expenses other than those <br /> specified herein shall be subject to negotiation between the <br /> parties. <br /> 36 . In case of breach of any material provision <br /> hereunder, the nonbreaching party shall give the other party <br /> rom t written notice of such breach, setting forth the <br /> P P <br /> 15 <br />