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<br />agree that Orange County, California, shall be the venue for any action or proceeding that may <br />be brought or arise out of, in connection with or by reason of this Agreement. <br /> <br />16. <br /> <br />NON-HIRE AND CONVERSION FEES FOR TEMP AND TEMP TO HIRE <br />SERVICES <br /> <br />Without Special Counsel written consent, during the period that Special Counsel is <br />providing services to City and for one (1) year thereafter and except through Special Counsel, <br />City shall refrain from soliciting, hiring or accepting services or work, directly or indirectly, <br />from any person who is proposed to City by Special Counselor who at any time provided <br />services through or on behalf of Special Counsel, except upon payment ofa "Release Fee". See <br />attachment B - Schedule of Rates for Direct Hire and Conversion. <br /> <br />17. <br /> <br />MISCELLANEOUS PROVISIONS <br /> <br />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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 />II <br /> <br />IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and year first <br />above written. <br /> <br />ATTEST: <br /> <br />CITY OF SANTA ANA: <br /> <br />/ ) <br />~.~~ <br />Patricia E. Healy <br />Clerk of the Council <br /> <br />~ <br />. '0 <br /> <br />aß1a~ <br /> <br />Dave N. eam <br />City Manager <br /> <br />APPROVED AS TO FORM: <br /> <br />SPECIAL COUNSEL <br /> <br />~pdy <br />iJt:j6seph W. Fletcher .' <br />City Attorney <br /> <br /> <br />6 <br />