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<br />Marcos, TX, 78666, and to the Marketing Manager of Prime at 3939 South IH-35, Suite 900, San
<br />Marcos, TX 78666. The City Manager, the CVB Director, and the Prime Marketing Manager
<br />will provide their comments, changes, and objections, if any, on the Program to Tanger within
<br />ten business days after receiving the proposed Program, after which all matters not changed or
<br />objected to will be deemed approved by the City, the Area Chamber, and Prime. Once the
<br />Program is approved by Tanger, the City, the Area Chamber, and Prime, Tanger may execute
<br />advertising contracts in accordance with the Program.
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<br />C. Prime will then develop each proposed advertisement in collaboration with the City,
<br />the Area Chamber, and Tanger, and will submit each proposed advertisement to the City
<br />Manager, the CVB Director, and the Tanger General Manager for approval. The City, the Area
<br />Chamber, and Tanger will have seven business days to approve or submit revisions on each
<br />advertisement. In the event that advertising expenses are incurred by Tanger, but are not pre-
<br />approved by the City, the Area Chamber and Prime, the City, the Area Chamber and Prime will
<br />have no obligation to contribute towards the expenses.
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<br />D. The intent of the parties under this Agreement is that one-third of Program expenses
<br />will be paid for by Tanger, one-third by the City and the Area Chamber (in equal amounts each),
<br />and one-third of Program expenses will be paid for by Prime, all subject to limitations stated in
<br />Paragraphs 2, 3, 4 and 5 below.
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<br />2. Contribution of Funds by Tanger. Tanger agrees to match, dollar-for-dollar, the
<br />contributions made by the City and the Area Chamber (combined) and by Prime, for advertising
<br />expenses incurred by Tanger for the Program. In the event that Tanger expends funds in excess
<br />of its match either to advertise the Tanger Outlet Center, or promote retail business or tourism in
<br />the City, the City, the Area Chamber and Prime will not be obligated to contribute any additional
<br />funds, and correspondingly Tanger would have no obligation to gain pre-approval by the City,
<br />the Area Chamber or Prime of those particular advertising endeavors.
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<br />3. Contributions of Funds by Prime. Prime agrees to match, dollar-for-dollar, the
<br />contributions made by the City and the Area Chamber (combined) and by Tanger for advertising
<br />expenses incurred by Tanger for the Program. Prime will make payments to the City in two
<br />equal installments on May 15, 2006, and August 15, 2006 totaling $100,000. In no event will the
<br />total of payments by Prime under this Agreement exceed $100,000. The City will use these
<br />amounts from Prime to reimburse Tanger for up to one-third of all advertising costs incurred by
<br />Tanger under this Agreement. The City will make these payments within 30 days from receipt of
<br />invoice copies and advertising proofs. If any of the Prime funds are unspent for any reason as of
<br />December 31, 2006, the City shall refund the unspent amount to Prime within ten days of that
<br />date. In the event that Prime expends funds in excess of its match either to advertise the Prime
<br />Outlet Center, or promote retail business or tourism in the City, the City, the Area Chamber and
<br />Tanger will not be obligated to contribute any additional funds, and correspondingly Prime
<br />would have no obligation to gain pre-approval by the City, the Area Chamber or Tanger of those
<br />particular advertising endeavors.
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<br />4. Contribution of Funds by City. The City agrees to contribute to the Program up to
<br />the sum of the following:
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<br />2
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