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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 ARAMARK, <br />working at the Santa Ana Detention Facility during the term of this Agreement and for twelve <br />months after its termination. <br />17. MATERIAL ADVERSE CHANGE: The financial arrangements in this Agreement are <br />based on conditions existing as of the Effective Date including any representations regarding <br />existing and future conditions made by CITY in connection with the negotiation and execution of <br />this Agreement. If such conditions change due to causes beyond ARAMARK's control, <br />including, but not limited to, a change in the scope of ARAMARK's services; menu changes; a <br />decrease in the Facility's inmate population ; efforts to organize labor; 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: In the event that there is a change in the phone <br />service provider used at the Facility or in the process by which phone cards or phone time is sold <br />to inmates, the CITY shall be responsible for the cost or shall cause the phone service provider to <br />be responsible for the cost of the following: (1) any software development required by the <br />change; (2) system integration; (3) use of ARAMARK hardware and software to sell phone <br />service; and (4) any other cost incurred by ARAMARK, including but not limited to increased <br />costs for labor, handling, and reporting. <br />19. MISCELLANEOUS PROVISIONS <br />a. Each undersigned represents and warrants that its signature hereinbelow has the power, <br />authority and right to bind their respective parties to each of the terms of this Agreement, and shall <br />indemnify CITY fully, including reasonable costs and attorney's fees, for any injuries or damages to <br />CITY in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. <br />10 <br />