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3.1.2 Term. The term of this Agreement shall be for the period June 5, 2006 through <br />May 31, 2007, unless earlier terminated as provided herein. Contractor shall complete the Services <br />within the term of this Agreement, and shall meet any other established schedules and deadlines. <br />3.2 Responsibilities of Contractor. <br />3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services <br />shall be performed by Contractor or under its supervision. Contractor will determine the means, <br />methods and details of performing the Services subject to the requirements of this Agreement. City <br />retains Contractor on an independent contractor basis and not as an employee. Contractor retains the <br />right to perform similar or different services for others during the term of this Agreement. Any <br />additional personnel performing the Services under this Agreement on behalf of Contractor shall <br />also not be employees of City and shall at all times be under Contractor's exclusive direction and <br />control. Contractor shall pay all wages, salaries, and other amounts due such personnel in connection <br />with their performance of Services under this Agreement and as required by law. Contractor shall be <br />responsible for all reports and obligations respecting such additional personnel, including, but not <br />limited to: social security taxes, income tax withholding, unemployment insurance, disability <br />insurance, and workers' compensation insurance. <br />3.2.2 Schedule of Services. Contractor 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. Contractor represents that it has <br />the professional and technical personnel required to perform the Services in conformance with such <br />conditions. In order to facilitate Contractor's conformance with the Schedule, City shall respond to <br />Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a more <br />detailed schedule of anticipated performance to meet the Schedule of Services. <br />3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor <br />shall be subject to the approval of City. <br />3.2.4 City's Representative. The City hereby designates Eric Fraser, or his <br />designee, to act as its representative for the performance of this Agreement ("City's Representative"). <br />City's Representative shall have the power to act on behalf of the City for all purposes under this <br />Contract. Contractor shall not accept direction or orders from any person other than the City's <br />Representative or his or her designee. <br />3.2.5 Contractor's Representative. Contractor hereby designates Charles F. <br />Michaud, or his designee, to act as its representative for the performance of this Agreement <br />("Contractor's Representative"). Contractor's Representative shall have full authority to represent <br />and act on behalf of the Contractor for all purposes under this Agreement. The Contractor's <br />Representative shall supervise and direct the Services, using his best skill and attention, and shall be <br />responsible for all means, methods, techniques, sequences and procedures and for the satisfactory <br />coordination of all portions of the Services under this Agreement. <br />RVPUB\NGS\529338 2 (BBK revised July 2, 2001) <br />