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extensions, if granted, must be in writing executed by both parties. The City Manager's <br />authority to extend this Agreement is limited to the Initial and Additional Terms only. <br />3.2 Responsibilities of Consultant. <br />3.2.1 Control and Pavment 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 Intentionally Omitted. <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 Project or a <br />threat to the safety of persons or property, shall be promptly removed from the Project by the <br />Consultant at the request of the City. The key personnel for performance of this Agreement are <br />as follows: Dan Maldonado. <br />3.2.5 City's Representative. The City hereby designates the City Manager, or <br />his or her 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 <br />other than the City's Representative or his or her designee. <br />3.2.6 Consultant's Representative. Consultant hereby designates Dan <br />Maldonado, or his or her designee, to act as its representative for the performance of this <br />Agreement ( "Consultant's Representative "). Consultant's Representative shall have full <br />authority to represent and act on behalf of the Consultant for all purposes under this Agreement. <br />The Consultant's Representative shall supervise and direct the Services, using his best skill and <br />256 -9 <br />