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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 Comity, 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 />21. 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, <br />approvals, waivers, and exemptions. Said inability shall be cause for termination of this <br />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 />22. COMPLIANCE WITH ALL LAWS <br />A. Contractor shall cause all of its activities under this Agreement and all activities at the <br />Santa Ana Detention Facility to be performed in compliance with all applicable federal, state, <br />and local laws, ordinances, and regulations. <br />B. All medical services will meet California Administrative Code (CAC), Title 15 - <br />Minimum Standards for Local Detention Facilities, National Detention Standards of <br />Immigration and Code Enforcement Bureau as well as all other applicable laws, regulations, <br />codes and guidelines relating to health care services and programs in adult detention facilities in <br />the State of California. <br />23, MISCELLANEOUS PROVISIONS <br />A. Contractor is, and shall at all times be deemed to be, an independent contractor, <br />wholly responsible for the manner in which it performs the services hereunder. Contractor is <br />entirely responsible for compensating staff and consultants employed by Contractor. This <br />Agreement shall not be construed as creating the relationship of employer and employee, or <br />principal and agent, between City and Contractor or any of Contractor's agents, employees or <br />subcontractors. Contractor assumes exclusive responsibility for acts of its employees, agents or <br />subcontractors as they relate to the services provided during the course and scope of their <br />employment. Contractor's employees, agents or subcontractors shall not be entitled to any rights <br />or privileges of City employees, nor be considered in any manner to be City employees. <br />B. 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 />12 <br />25H -16 <br />