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shall not exceed Eleven Thousand One Hundred Thirty Two Dollars ($11,132.00) ( "Total <br />Compensation ") during the Term of this Agreement. <br />b. Total Compensation includes a 10% contingency of $1,012.00 ( "Contingency ") which <br />can only be billed against by Promoter with specific detail to the Executive Director for its <br />necessity. <br />c. City shall pay Five Thousand Dollars ($5,000) of the Total Compensation upon <br />execution of this Agreement and receipt of an invoice from Promoter. The remaining <br />Compensation of Five Thousand One Hundred Twenty Dollars ($5,120.00) shall be paid within <br />thirty (30) days after the Event and receipt of a final invoice from Promoter, subject to City <br />accounting procedures. Payment of the Contingency shall only be permitted upon proof of its <br />necessity in the discretion of the Executive Director. Payment need not be made for work which <br />fails to meet the standards of perfonnance set forth in the Recitals which may reasonably be <br />expected by City. <br />4. TERM <br />This Agreement shall commence on the date stated above and terminate on May 31, <br />2015, unless terminated earlier in accordance with Section 13, below. The Term of this <br />Agreement may be extended by a writing executed by the City Manager and the City Attorney. <br />5. INDEPENDENT CONTRACTOR <br />Promoter shall, during the entire tern of this Agreement, be construed to be an <br />independent contractor and not an employee of the City. This Agreement is not intended nor <br />shall it be construed to create an employer - employee relationship, a joint venture relationship, or <br />to allow the City to exercise discretion or control over the professional manner in which <br />Promoter performs the services which are the subject matter of this Agreement; however, the <br />services to be provided by Promoter shall be provided in a manner consistent with all applicable <br />standards and regulations governing such services. Promoter shall pay all salaries and wages, <br />employer's social security taxes, unemployment insurance and similar taxes relating to employees <br />and shall be responsible for all applicable withholding taxes. <br />6. INSURANCE <br />Prior to undertaking perfonnance of work under this Agreement, Promoter shall maintain <br />and shall require its subcontractors, if any, to obtain and maintain insurance as described below: <br />a. Commercial General Liability Insurance. Promoter shall maintain commercial <br />general liability insurance which shall include, but not be limited to protection against claims <br />arising from bodily and personal injury, including death resulting therefrom and damage to <br />property, resulting from any act or occurrence arising out of Promoter's operations in the <br />performance of this Agreement, including, without limitation, acts involving vehicles. The <br />amounts of insurance shall be not less than the following: single limit coverage applying to <br />bodily and personal injury, including death resulting therefrom, and property damage, in the total <br />amount of$1,000,000 per occurrence, and $2,000,000 in the aggregate. Such insurance shall (a) <br />name the City, its officers, employees, agents, volunteers and representatives as additional <br />insured(s); (b) be primary and not contributory with respect to insurance or self-insurance <br />programs maintained by the City; and (c) contain standard separation of insureds provisions. <br />251 -38 <br />