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CFR, Section 84.1 et seq.) pertaining to the prohibition of discrimination against qualified persons with disabilities in all programs or activities, and the Americans with Disabilities Act of 1990 (42 U.S.C. 12101 et seq.) as they exist now or may be hereafter amended together with succeeding legislation. D. Retaliation -Neither Contractor nor its employees or agents shall intimidate, coerce or take adverse action against any person for the purpose of interfering with rights secured by Federal or State laws, or because such person has filed a complaint, certified, assisted or otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to enforce rights secured by Federal or State law. 17. JURISDICTION -VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be governed and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties fiirther agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 18. PROFESSIONAL LICENSES a. Contractor and all of its employees and subcontractors providing services pursuant to this Agreement shall, throughout the term of this Agreement, maintain all necessazy 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. Contractor shall notify the 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. b. Contractor warrants that all Contractor physicians providing services under this Agreement aze and will continue to be as long as this Agreement remains in effect, the holders of currently valid unrestricted licenses to practice medicine in the State of California. 19 MISCELLANEOUS PROVISIONS a. Neither party intends that this Agreement shall create rights hereunder in third parties, including but not limited to any subcontractors or any clients provided services hereunder. b. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.