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<br /> <br />Article IV <br />Relationship of Parties; No Property Interest <br /> <br />1. Relationship of the Parties. Under this Agreement, the parties shall at all times be acting and <br />performing as independent contractors. Nothing contained in this Agreement shall be <br />construed to create a joint venture, principal, and agent, or any similar legal or equitable <br />relationship between the parties. Neither party shall have or exercise any control or direction <br />over the methods by which the other party provides services contemplated by this Agreement. <br />Nothing in this Agreement shall be construed to give Primary Sponsor any control over or <br />responsibility for operation of the Facility. <br /> <br />2. No Property Interest. Nothing in this Agreement shall be construed as granting to Primary <br />Sponsor any property interest in any City-owned property. The City maintains all its rights as <br />the fee owner of the Facility and all improvements thereon on behalf of itself and the public. <br /> <br />Article V <br />Term and Termination <br /> <br />1. Fixed Term. The Term of this Agreement shall commence on the Effective Date and remain in <br />effect for a period of ten (10) years, until the 10th anniversary of the Effective Date (the <br />“Expiration Date”). <br /> <br />2. Early Termination. <br /> <br />a. Early termination by Primary Sponsor. Primary Sponsor may terminate this <br />Agreement for any reason, effective on the fifth (5th) anniversary of the Effective Date <br />by giving City no less than one (1) year’s written notice of its intent to terminate. If <br />Primary Sponsor terminates this Agreement on the fifth (5th) anniversary of the <br />Effective Date, Primary Sponsor shall pay City, at the time of its written notice of <br />termination, a $50,000 early termination fee in lieu of the annual $35,000 contribution. <br /> <br />b. Early Termination for Cause. Either party may terminate this Agreement for good <br />cause shown. The terminating party shall give a written “Notice of Intent to Terminate” <br />the Agreement. The Notice of Intent to Terminate the Agreement shall set forth the <br />reason(s) for termination of the Agreement and shall allow for a “Cure Period” during <br />which time the non-terminating party shall have the opportunity to cure the purported <br />breach or default. If either party fails to cure and Good Cause continues to exist <br />following the applicable cure period, the other party shall be entitled to terminate the <br />Agreement or seek specific performance, and in any event, may sue for damages. In <br />any action for damages under this Agreement, neither party shall be liable or <br />responsible under any circumstances for consequential, incidental, indirect lost profit, <br />or punitive damages of any kind. <br /> <br />c. “Good cause” for City to terminate includes, but is not limited to, the following: <br /> <br />i. Any material breach of the terms, conditions, and obligations of this Agreement <br />by Primary Sponsor; <br /> <br />Page 15 of 28