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3.1.2 Term. The term of this Agreement shall be from July 1, 2006 to December 31, <br />2006, unless earlier terminated as provided herein. Vendor shall complete the Services within <br />the term of this Agreement, and shall meet any other established schedules and deadlines. <br />3.2 Responsibilities of Vendor. <br />3.2.1 Control and Payment of Subordinates: Indegendent Vendo . The Services shall <br />be performed by Vendor or under its supervision. Vendor will determine the means, methods <br />and details of performing the Services subject to the requirements of this Agreement. City <br />retains Vendor on an independent Vendor basis and not as an employee. Vendor 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 Vendor shall <br />also not be employees of City and shall at all times be under Vendor's exclusive direction and <br />control. Vendor shall pay all wages, salaries, and other amounts due such personnel in <br />connection with their performance of Services under this Agreement and as required by law. <br />Vendor shall be responsible for all reports and obligations respecting such additional personnel, <br />including, but not limited to: social security taxes, income tax withholding, unemployment <br />insurance, disability insurance, and workers' compensation insurance. <br />3.2.2 Schedule of Services. Vendor shall perform the Services expeditiously, within <br />the term of this Agreement, and in accordance with the Schedule of Services set forth in Exhibit <br />"B" attached hereto and incorporated herein by reference. Vendor represents that it has the <br />professional and technical personnel required to perform the Services in conformance with such <br />conditions. In order to facilitate Vendors conformance with the Schedule, City shall respond to <br />Vendors submittals in a timely manner. Upon request of City, Vendor shall provide a more <br />detailed schedule of anticipated performance to meet the Schedule of Services. <br />3.2.3 Conformance to Applicable Reguirements. All work prepared by Vendor shall be <br />subject to the approval of City. <br />3.2.4 Cily's Regresentative. The City hereby designates the Utilities 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. Vendor shall not accept direction or orders from any person other <br />than the City's Representative or his or her designee. <br />3.2.5 Vendor's Regresentative. Vendor hereby designates Wallace P. Brithinee, or his <br />or her designee, to act as its representative for the performance of this Agreement ("Vendor's <br />Representative"). Vendor's Representative shall have full authority to represent and act on <br />behalf of the Vendor for all purposes under this Agreement. The Vendor's Representative shall <br />supervise and direct the Services, using his best skill and attention, and shall be responsible for <br />all means, methods, techniques, sequences and procedures and for the satisfactory <br />coordination of all portions of the Services under this Agreement. <br />3.2.6 Coordination of Services. Vendor agrees to work closely with City staff in the <br />performance of Services and shall be available to Citys staff, consultants and other staff at all <br />reasonable times. <br />3.2.7 Standard of Care: Performance of Em2loyees. Vendor shall perform all Services <br />under this Agreement in a skillful and competent manner, consistent with the standards <br />generally recognized as being employed by professionals in the same discipline in the State of <br />RVPUB\NGS\-129338 <br />