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3.2 Responsibilities of Consultant. <br />3.2.1 Control and Payment of Subordinates-, Independent Contractor. The <br />Services shall be performed by Consultant or under its supervision. Consultant will determine <br />the means, methods and details of performing the Services subject to the requirements of this <br />Agreement. City retains Consultant on an independent contractor basis and not as an employee. <br />Consultant retains the right to perform similar or different services for others during the term of <br />this Agreement. Any additional personnel performing the Services under this Agreement on <br />behalf of Consultant shall also not be employees of City and shall at all times be under <br />Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other <br />amounts due such personnel in connection with their performance of Services under this <br />Agreement and as required by law. Consultant shall be responsible for all reports and <br />obligations respecting such additional personnel, including, but not limited to: social security <br />taxes, income tax withholding, unemployment insurance, disability insurance, and workers' <br />compensation insurance. <br />3.2.2 Schedule of Services. Consultant shall perform the Services <br />expeditiously, within the term of this Agreement, and in accordance with the Schedule of <br />Services set forth in Exhibit `B" attached hereto and incorporated herein by reference. <br />Consultant represents that it has the professional and technical personnel required to perform the <br />Services in conformance with such conditions. In order to facilitate Consultant's conformance <br />with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon <br />request of City, Consultant shall provide a more detailed schedule of anticipated performance to <br />meet the Schedule of Services. <br />3.2.3 Conformance to Applicable Requirements. All work prepared by <br />Consultant shall be subject to the approval of City. <br />3.2.4 Substitution of Key Personnel. Consultant has represented to City that <br />certain key personnel will perform and coordinate the Services under this Agreement. Should <br />one or more of such personnel become unavailable, Consultant may substitute other personnel of <br />at 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 Services, or a <br />threat to the safety of persons or property, shall be promptly removed by the Consultant at the <br />request of the City. The key personnel for performance of this Agreement are as follows: Bonnie <br />S. Blair, Esq. <br />3.2.5 City's Representative. The City hereby designates Jeannette Olko, <br />General Manager of the Electric Utility Department, or her designee, to act as its representative <br />for the performance of this Agreement ("City's Representative"). City's Representative shall <br />have the power to act on behalf of the City for all purposes under this Contract. Consultant shall <br />not accept direction or orders from any person other than the City's Representative or her <br />designee. <br />2 <br />ORANGE\MCONZELMAN\30985.1 <br />