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otherwise participated in an investigation, proceeding, hearing or any other activity undertaken to <br />enforce rights secured by Federal or State law. <br />17. JURISDICTION -VENUE <br />This Agreement has been executed and delivered in the State of California and the <br />validity, interpretation, performance, and enforcement of any of the clauses of this Agreement <br />shall be determined and governed by the laws of the State of California. Both parties further <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 />18. PROFESSIONAL LICENSES <br />a. Contractor and all of its employees and subcontractors providing services pursuant to <br />this Agreement shall, throughout the term of this Agreement, maintain all necessary licenses, <br />permits, approvals, waivers, and exemptions necessary for the provision of the services <br />hereunder and required by the laws and regulations of the United States, the State of California, <br />the City of Santa Ana and all other governmental agencies. Contractor shall notify the City <br />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 />b. Contractor warrants that all Contractor physicians providing services under this <br />Agreement are and will continue to be as long as this Agreement remains in effect, the holders of <br />currently valid unrestricted licenses to practice medicine in the State of California. <br />19 NIISCELLANEOUS PROVISIONS <br />a. Neither party intends that this Agreement shall create rights hereunder in third parties, <br />including but not limited to any subcontractors or any clients provided services hereunder. <br />b. 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City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn.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 />c. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set <br />forth in the body of this Agreement. <br />// <br />// <br />// <br />// <br />