THE RYTE PROFESSIONALS INC - 2017

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employer and shall comply with all applicable federal, state and local laws and regulations. 20. BACKGROUND INVESTIGATIONS Unless exempted by the City, Consultant will conduct a backg ound check on each candidate (after the candidate's conditional acceptance by the City and prior to the start of any engagement with the City), Contract service personnel and consultants on assignment with or in support of the Santa Ana Police Department ("SAPD") will be required to pass an SAPD background investigation prior to beginning work with SAPD. Full name, address, phone number, birth date, Social Security number and driver's license number must be furnished to the City upon request. An application for SAPD background must be completed by each prospective contract service person who will be providing on-site services to SAPD, 21. OVERTIME AND HOLIDAYS The City will pay only straight time (i.e. no increase in effective hourly billing rate) for all hours worked under this Agreement. Overtime will be considered as any tune in excess of the City's scheduled work week, The City will pay only for hours in excess of a normal schedule when authorized in advance by the City's Information Technology Director or a designated manager and then only at a straight time rate. The City does not provide compensation for temporary technology contract service personnel or technology consultants for holidays unless they are required to work on a City holiday and their work tune has been prior approved by the City's Information Technology Director or a designated manager and then only at a straight time rate. 22. JURISDICTION - VENUE 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 further agree that Orange County, California, shall be the venue for any action or proceeding that maybe brought or arise out of, in connection with or by reason of this Agreement, 23. PROFESSIONAL LICENSES Consultant shall, throughout the terra of this Agreement, maintain all necessary licenses, pennits, 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. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such pennits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 24. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City frilly, 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.