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Santa Ana and all other governmental agencies, ARAMARK shall notify CITY immediately and <br />in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and <br />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 valuable <br />information which is proprietary and unique to ARAMARK's manner of conducting business, <br />Therefore, the City agrees that it will not hire supervisory employees of ARAMARK, working at <br />the Santa Ana Detention Facility during the term of this Agreement and for twelve months after <br />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, including, <br />but not limited to, a change in the scope of ARAMARK's services; menu changes; a decrease in <br />the Facility's inmate population ; efforts to organize labor; changes to wage and/or benefit rates <br />pursuant to any federal, state or local law or regulation or determination by a governmental entity; <br />increases in food, fuel, equipment, utilities and supply costs; Federal, State and local sales, and <br />othertaxes and other operation costs; a change in Federal, State and local standards, requirements <br />recommendations, and regulations including any applicable Child Nutrition Programs; changes in <br />phone service providers or a change in the way phone service is sold to inmates; or other <br />unforeseen external market conditions outside ARAMARK's control, then ARAMARK shall give <br />CITY written notice of such increase or change, and within thirty (30) calendar days after such <br />notice, ARAMARK and CITY shall mutually agree upon modification(s) to offset the impact of <br />the increase or change, which modifications may include any or a combination of the following: <br />an 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 services. <br />18. PHONE SERVICE PROVIDERS. In the event that there is a change in the phone service <br />provider used at the Facility or in the process by which phone cards or phone time is sold to <br />inmates, the CITY shall be responsible for the cost or shall cause the phone service provider to be <br />responsible for the cost of the following: (1) any software development required by the change; <br />(2) system integration; (3) use of ARAMARK hardware and software to sell phone service; and <br />(4) any other cost incurred by ARAMARK, including but not limited to increased costs for labor, <br />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 terns of this Agreement, and shall <br />indemnify CITY fully, including reasonable costs and attomey'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 />Lo <br />