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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 the <br />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 this <br />Agreement. Any additional personnel performing the Services under this Agreement on behalf of <br />Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive <br />direction and control. Consultant shall pay all wages, salaries, and other amounts due such <br />personnel in connection with their performance of Services under this Agreement and as required by <br />law. Consultant shall be responsible for all reports and obligations respecting such additional <br />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 has <br />the professional and technical personnel required to perform the Services in conformance with such <br />conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to <br />Consultant's submittals in a timely manner. Upon request of City, Consultant 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 Consultant <br />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 one <br />or more of such personnel become unavailable, Consultant may substitute other personnel of at least <br />equal competence upon written approval of City. In the event that City and Consultant cannot agree <br />as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. <br />As discussed below, any personnel who fail or refuse to perform the Services in a manner <br />acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat <br />to the adequate or timely completion of the Project or a threat to the safety of persons or property, <br />shall be promptly removed from the Project by the Consultant at the request of the City. The key <br />personnel for performance of this Agreement are as follows: Aaron Knox. <br />3.2.5 City's Representative. The City hereby designates Daryl Parrish, or his <br />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 other <br />than the City's Representative or his or her designee. <br />3.2.6 Consultant's Representative. Consultant hereby designates Aaron Knox, or <br />his designee, to act as its representative for the performance of this Agreement ("Consultant's <br />Representative'). Consultant's Representative shall have full authority to represent and act on <br />behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative <br />2 <br />