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DocuSign Envelope ID: B170CB9D-63DF-4616-84DD-BBE3334BE947 - <br />immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, <br />waivers, and exemptions. Said inability shall be cause for termination of this Agreement. <br />16. PERSONNEL <br />The CITY acknowledges that ARAMARK has invested considerable time and money in <br />training its supervisory employees in systems, procedures, methods, techniques and other <br />valuable information which is proprietary and unique to ARAMARK's manner of conducting <br />business. Therefore, the CITY agrees that it will not hire supervisory employees of <br />ARAMARK, working at the Santa Ana Detention Facility during the tern of this Agreement and <br />for twelve months after its termination. <br />17. MATERIAL ADVERSE CHANGE <br />The financial arrangements in this Agreement are based on conditions existing as of the <br />Effective Date including any representations regarding existing and future conditions trade by <br />CITY in connection with the negotiation and execution of this Agreement. If such conditions <br />change due to causes beyond ARAMARK's control, including, but not limited to, a change in the <br />scope of ARAMARK's services; menu changes; a decrease in the Facility's inmate population; <br />efforts to organize labor; changes to wage and/or benefit rates pursuant to any federal, state or <br />focal law or regulation or determination by a governmental entity; increases in food, fuel, <br />equipment, utilities and supply costs; Federal, State and local sales, and other taxes and other <br />operation costs; a change in Federal, State and local standards, requirements recommendations, <br />and regulations including any applicable Child Nutrition Programs; changes in phone service <br />providers or a change in the way phone service is sold to inmates; or other unforeseen external <br />market conditions outside ARAMARK's control, then ARAMARK shall give CITY written <br />notice of such increase or change, and within thirty (30) calendar days after such notice, <br />ARAMARK and CITY shall mutually agree upon modification(s) to offset the impact of the <br />increase or change, which modifications may include any or a combination of the following: an <br />adjustment to ARAMARK's price per meal or commission, modifications to the menu or <br />Product offerings, changes to Product pricing or modifications to ARAMARK's scope of <br />services. <br />18. PHONE SERVICE PROVIDERS <br />In the event that there is a change in the phone service provider used at the Facility or in <br />the process by which phone cards or phone time is sold to inmates, the CITY shall be responsible <br />for the cost or shall cause the phone service provider to be responsible for the cost of the <br />following: (1) any software development required by the change; (2) system integration; (3) use <br />of ARAMARK hardware and software to sell phone service; and (4) any other cost incurred by <br />ARAMARK, including but not limited to increased costs for labor, handling, and reporting. <br />10 <br />25E-13 <br />