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agree that any lawsuit in connection with or by reason of this Agreement may be brought or removed, as appropriate, in the state or federal courts for Orange County, California. 15. PROI+ESSIONAL LICENSES ARAMARK shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. ARAMARK shall notify CITY immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 16. PERSONNEL The City acknowledges that ARAMARK has invested considerable time and money in training its supervisory employees in systems, procedures, methods, tecluilques and other valuable information which is proprietary and unique to ARAMARK-'s manner of conducting business. Therefore, the City agrees that it will not hire supervisory employees of ARAMARK, working at the Santa Ana Detention Facility during the term of this Agreement and for twelve months after its termination. 17. MATERIAL ADVERSE CHANGE: The financial arrangements in this Agreement are based on conditions existing as of the Effective Date including any representations regarding existing and fature conditions made by CITY in connection with the negotiation and execution of this Agreement. If such conditions change due to causes beyond ARAMARK's control, including, but not limited to, a change in the scope of ARAMARK's services; menu changes; a decrease in the Facility's inmate population ; efforts to organize labor; changes to wage and /or benefit rates pursuant to any federal, state or local law or regulation or determination by a governmental entity; increases in food, fuel, equipment, utilities and supply costs; Federal, State and local sales, and other taxes and other operation costs; a change in Federal, State and local standards, requirements recommendations, and regulations including any applicable Child Nutrition Programs; changes in phone service providers or a change in the way phone service is sold to imitates; or other unforeseen external market conditions outside ARAMARK's control, then ARAMARK shall give CITY written notice of such increase or change, and within thirty (30) calendar days after such notice, ARAMARIC and CITY shall mutually agree upon modification(s) to offset the impact of the increase or change, which modifications may include any or a combination of the following: an adjustment to ARAMARK's price per meal or commission, modifications to the menu or Product offerings, changes to Product pricing or modifications to ARAMARK's scope of services. 18. PRONE SERVICE PROVIDERS: ht the event that there is a change in the phone service provider used at the Facility or in the process by which phone cards or phone time is sold to inmates, the CITY shall be responsible for the cost or shall cause the phone service provider to be responsible for the cost of the following: (1) any software development required by the change; (2) system integration; (3) use of ARAMARK hardware and software to sell phone to 25G -12