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provide a Quarterly Report on the progress of the activities and projects planned in <br />connection with this Agreement at the end of each of the following months: September, <br />December, March and June. The minimum information required in the Quarterly Report is <br />attached as Exhibit "B" and is incorporated herein by reference. <br />4.2 [Intentially Omitted] <br />4.3 Political Activities. During the term of this Agreement, the Chamber shall <br />not contribute, donate or otherwise expend funds received from the City for compensation <br />of Services under this Agreement to advocate or oppose any local municipal election issue <br />or candidate. <br />4.4 The Chamber's Responsibilities for Costs and Expenses. Except as <br />otherwise expressly stated herein, the Chamber shall be responsible for all costs and <br />expenses incurred relative to the Chamber, personnel of the Chamber and any <br />subconsultants of the Chamber in connection with the performance of these Services, <br />including, without limitation, payment of salaries, fringe benefits contributions, payroll taxes, <br />withholding taxes and other taxes or levies, office overhead expense, travel expenses, <br />telephone and other telecommunication expenses, document reproduction expenses and <br />the monthly bill from The Gas Company. <br />4.5 Independent Contractor. The Services shall be performed by the Chamber <br />or under its supervision. The Chamber shall determine the means, methods and details of <br />performing the Services subject to the requirements of this Agreement. The Chamber <br />represents that it possesses the professional and technical personnel required to perform <br />the Services. The City retains the Chamber on an independent contractor basis and not as <br />an employee of the-aty.—T-he-personrrelperforming the Services on behalf of the Chamber <br />shall at all times be under the Chamber's exclusive direction and control. <br />4.6 Key Personnel. The Chamber has represented to the City that certain key <br />personnel will perform and coordinate the Services under this Agreement. Should one or <br />more of such personnel become unavailable, the Chamber may substitute other personnel <br />of at least equal competence upon prior written approval of the City. In the event that the <br />City and the Chamber cannot agree as to the substitution of key personnel, the City shall <br />be entitled to terminate this Agreement. As discussed below, any personnel who fail or <br />refuse to perform the Services in a manner acceptable to the City, or who are determined <br />by the City to be uncooperative, incompetent, a threat to the adequate or timely completion <br />of the Services or a threat to the safety of persons or property, shall be promptly removed <br />from the Services by the Chamber at the request of the City. The key personnel for <br />performance of this Agreement is the Chamber Executive Director. <br />4.7 The City's Representative. The City hereby designates the City Manager, <br />or his/her designee, to act as its representative for the performance of this Agreement <br />("City's Representative"). The City's Representative shall have the power to act on behalf <br />of the City for all purposes under this Agreement. The Chamber shall not accept direction <br />or orders from any person other than the City's Representative or his or her designee. In <br />23 152.06000\8086907.1 -2- <br />