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VywAy~= wnn:csra xxnun st r<nre~v Professional Services Agreement City of Ramsey / Ramsey Town Center 01 March 2010 SCOPE OF WORK: Vyway® Market & Brand Strategy (agency) is a brand consulting firm, experienced in brand naming, identity, and strategy; as well as marketing and communications consulting. The City of Ramsey, Minnesota, and its development, Ramsey Town Center (client), with offices at 7550 Sunwood Drive NW, Ramsey, MN 55303 wish to retain the services of Vyway Market & Brand Strategy in connection with the strategic development and tactical execution of a brand messaging, naming, and identity program relative to Ramsey Town Center. This program includes the following deliverables (additional projects may be estimated and presented for client approval, and invoiced separately, in addition to this contract fee amount, and yet will be subject to all the terms of this agreement): ^ Key Messages for General Public ($1,500) Logo & Identity Creation ($7,500) ^ Brand Hierarchy & Naming ($5,000) Visual System Preview or ^ Promotional Tagline ($2,500) Sub-Brand Identity Treatment ($5,500) FEES AND EXPENSES: Vyway Market & Brand Strategy will provide brand and market strategy counsel; collaborative team selection and management; account administration and management; client communications time; graphic design; project management; and production management services, to accomplish the above-stated projects, in exchange for a total fee of $22,000 of which $10,000 is due prior to the start of work, and the remaining balance of $12,000 to be paid upon completion of the work. This fee agreement is based on a mutual understanding between the parties of the scope of work involved in the projects listed above. If the scope of work changes, this agreement may be modified accordingly. Compensation for time involved in travel out of town will be negotiated separately and may not necessarily be covered by the retainer amount. Travel expenses as well as certain other out-of-pocket expenses such as printing, production, fabrication, web development, photography, illustration, legal counsel, or other external specialty services will be billed monthly at the net cost to Vyway Market & Brand Strategy, as long as the client is current on other payments. Any required sales or use tax will be charged according to law. BILLING: Once the initial start-of-work invoice(s) are paid, all following invoices are payable upon receipt. A 1.5% monthly service charge is payable on all balances due past 15 days. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by late payment or default in payment. Vyway Market & Brand Strategy reserves the right to withhold delivery and/or any transfer of ownership of any work if payments are not current or overdue invoices are not paid in full. SUBCONTRACTORS: As necessary to fulfill the scope-of-work deliverables, Vyway Market & Brand Strategy may hire subcontractors on the client's behalf. In such instances, an estimate of professional fees and expenses will be provided by the agency and prior approval of those costs will be obtained from the client before the start of the work. Subcontractors may require 50% of their total estimated fee in advance to starting the work, with the balance due at the completion of the work. In such cases, the client will be responsible for that advance payment to Vyway Market & Brand Strategy before the subcontractor work begins. The remaining balance due will be invoiced and due at the completion of the work. REVISIONS AND APPROVALS: All creative projects estimated by either Vyway or by subcontractors and approved by the client include up to two rounds of client-directed revisions. Additional revisions may result in additional fees. Proofreading and final sign-off of materials is the responsibility of the client. Errors that result in additional outputs, programming, publishing, or reprinting are the responsibility of the client.