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3.1.2 Term. The term of this Agreement shall be from May 28, 2009 through <br />December 31, 2009, unless earlier terminated as provided herein. Contractor shall complete <br />the Services within the term of this Agreement, and shall meet any other established schedules <br />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. <br />City retains Contractor on an independent Contractor basis and not as an employee. Contractor <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 Contractor shall also not be employees of City and shall at all times be under Contractor's <br />exclusive direction and control. Contractor 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. Contractor 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. Contractor 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. Contractor 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 Contractor's conformance with the Schedule, City shall respond <br />to Contractor's submittals in a timely manner. Upon request of City, Contractor shall provide a <br />more detailed schedule of anticipated performance to meet the Schedule of Services. <br />3.2.3 Conformance to Applicable Requirements. All work prepared by Contractor shall <br />be subject to the approval of City. <br />3.2.4 City's Representative. The City hereby designates Utilities Director, or his or her <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. Contractor shall not accept direction or orders from any person <br />other than the City's Representative or his or her designee. <br />3.2.5 Contractor's Representative. Contractor hereby designates John Zimmer, or his <br />or her designee, to act as its representative for the performance of this Agreement <br />("Contractor's Representative"). Contractor's Representative shall have full authority to <br />represent and act on behalf of the Contractor for all purposes under this Agreement. The <br />Contractor's Representative shall supervise and direct the Services, using his best skill and <br />attention, and shall be responsible for all means, methods, techniques, sequences and <br />procedures and for the satisfactory coordination of all portions of the Services under this <br />Agreement. <br />3.2.6 Coordination of Services. Contractor agrees to work closely with City staff in the <br />performance of Services and shall be available to City's staff, consultants and other staff at all <br />reasonable times. <br />RVPUB\NGS\529338 <br />