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3.1.2 Term. The term of this Agreement shall be from October 2005 to October 2006; with <br />an option to renew the contract up to an additional (5) years, unless earlier terminated as provided <br />herein. Contractor shall complete the Services within the term of this Agreement, and shall meet any <br />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 also <br />not be employees of City and shall at all times be under Contractor's exclusive direction and control. <br />Contractor shall pay all wages, salaries, and other amounts due such personnel in connection with <br />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 subj ect to the approval of City. <br />3.2.4 Citys Representative. The City hereby designates Public Works Director, or <br />his 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 other <br />than the City's Representative or his designee. <br />3.2.5 Contractor's Representative. Contractor hereby designates Jackie Zecena , or <br />her designee, to act as its representative for the performance of this Agreement ("Contractor's <br />Representative"). Contractor's Representative shall have full authority to represent and act on behalf <br />of the Contractor for all purposes under this Agreement. The Contractor's Representative shall <br />supervise and direct the Services, using his best skill and attention, and shall be responsible for all <br />means, methods, techniques, sequences and procedures and for the satisfactory coordination of all <br />portions of the Services under this Agreement. <br />RVPUB\NGS\529338 2 (BBK revised July 2, 2001) <br />