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3.2 Responsibilities of Consultant. <br />3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services <br />shall be performed by Consultant or under its supervision. Consultant will determine the means, <br />methods and details of performing the Services subject to the requirements of this Agreement. <br />City retains Consultant on an independent contractor basis and not as an employee. Consultant <br />retains the right to perform similar or different services for others during the term of this <br />Agreement. Any additional personnel performing the Services under this Agreement on behalf <br />of Consultant shall also not be employees of City and shall at all times be under Consultant's <br />exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due <br />such personnel in connection with their performance of Services under this Agreement and as <br />required by law. Consultant shall be responsible for all reports and obligations respecting such <br />additional personnel, including, but not limited to: social security taxes, income tax withholding, <br />unemployment insurance, disability insurance, and workers' compensation insurance. <br />3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, <br />within the term of this Agreement, and in accordance with the Schedule of Services set forth in <br />Exhibit "B" attached hereto and incorporated herein by reference. Consultant represents that it <br />has the professional and technical personnel required to perform the Services in conformance <br />with such conditions. In order to facilitate Consultant's conformance with the Schedule, City <br />shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant <br />shall provide a more detailed schedule of anticipated performance to meet the Schedule of <br />Services. <br />3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall <br />be subject to the approval of City. <br />3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain <br />key personnel will perform and coordinate the Services under this Agreement. Should one or <br />more of such personnel become unavailable, Consultant may substitute other personnel of at <br />least equal competence upon written approval of City. In the event that City and Consultant <br />cannot agree as to the substitution of key personnel, City shall be entitled to terminate this <br />Agreement for cause. As discussed below, any personnel who fail or refuse to perform the <br />Services in a manner acceptable to the City, or who are determined by the City to be <br />uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a <br />threat to the safety of persons or property, shall be promptly removed from the Project by the <br />Consultant at the request of the City. The key personnel for performance of this Agreement are <br />as follows: Doug Poffinbarger, et al. <br />3.2.5 City's Representative. The City hereby designates the Utility Director, or his or <br />her designee, to act as its representative for the performance of this Agreement ("City's <br />Representative"). City's Representative shall have the power to act on behalf of the City for all <br />purposes under this Contract. Consultant shall not accept direction or orders from any person <br />other than the City's Representative or his or her designee. <br />61 <br />