HomeMy WebLinkAboutCO 2025-216 - Sovic Designs LLC dba Sovic Creative____________
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AGREEMENT FOR
PROFESSIONAL SERVICES
THIS AGREEMENT is made and entered into this 1st day of October,
2025, by and between the City of Rancho Cucamonga, a municipal corporation
(“City”) and Sovic Designs, LLC dba Sovic Creative , a Independent Contractor
(“Contractor”).
RECITALS
A.City has heretofore issued its request for proposals to perform the following
services: Marketing Consultant for the Rancho Cucamonga Public Library Second Story
and Beyond® (“the Project”).
B.Contractor has submitted a proposal to perform the services described in
Recital “A”, above, necessary to complete the Project.
C.City desires to engage Contractor to complete the Project in the manner set
forth and more fully described herein.
D.Contractor represents that it is fully qualified and licensed under the laws
of the State of California to perform the services contemplated by this Agreement in a
good and professional manner.
AGREEMENT
NOW, THEREFORE, in consideration of performance by the parties of the
mutual promises, covenants, and conditions herein contained, the parties hereto agree as
follows:
1.Contractor’s Services.
1.1 Scope and Level of Services. Subject to the terms and conditions set forth in this
Agreement, City hereby engages Contractor to perform all services described in Recitals
“A” and “B” above, including, but not limited to providing entertainment marketing
services: Development and management of advertising campaigns and promotional
activities to maximize profits and visibility for the Second Story and Beyond® discovery
space. Contractor is not required to drive or operate a motor vehicle for this service, all as
more fully set forth in the Contractor’s proposal, dated 9/15/25 and entitled “Scope of
Work”, attached hereto as Exhibit “A”, and incorporated by reference herein. The nature,
scope, and level of the services required to be performed by Contractor are set forth in the
Scope of Work and are referred to herein as “the Services.” In the event of any
inconsistencies between the Scope of Work and this Agreement, the terms and provisions
of this Agreement shall control.
1.2 Revisions to Scope of Work. Upon request of the City the
Contractor will promptly meet with City staff to discuss any revisions to the Project
desired by the City. Contractor agrees that the Scope of Work may be amended based
upon said meetings, and, by amendment to this Agreement, the parties may agree on a
revision or revisions to Contractor’s compensation based thereon. A revision pursuant to
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this Section that does not increase the total cost payable to Contractor by more than ten
percent (10%) of the total compensation specified in Section 3, may be approved in
writing by City’s Manager without amendment.
1.3 Time for Performance. Contractor shall perform all services under
this Agreement in a timely, regular basis consistent with industry standards for
professional skill and care, and in accordance with any schedule of performance set forth
in the Scope of Work, or as set forth in a “Schedule of Performance”, if such Schedule is
attached hereto as Exhibit “N/A”.
1.4 Standard of Care. As a material inducement to City to enter into
this Agreement, Contractor hereby represents that it has the experience necessary to
undertake the services to be provided. In light of such status and experience, Contractor
hereby covenants that it shall follow the customary professional standards in performing
the Services.
1.5 Familiarity with Services. By executing this Agreement,
Contractor represents that, to the extent required by the standard of practice, Contractor
(a) has investigated and considered the scope of services to be performed, (b) has
carefully considered how the services should be performed, and (c) understands the
facilities, difficulties and restrictions attending performance of the services under this
Agreement. Contractor represents that Contractor, to the extent required by the standard
of practice, has investigated any areas of work, as applicable, and is reasonably
acquainted with the conditions therein. Should Contractor discover any latent or
unknown conditions, which will materially affect the performance of services, Contractor
shall immediately inform City of such fact and shall not proceed except at Contractor’s
risk until written instructions are received from the City Representative.
2.Term of Agreement. The term of this Agreement shall be October 2025
to June 2026 FY year(s) and shall become effective as of the date of the mutual execution
by way of both parties signature (the “Effective Date”). No work shall be conducted;
service or goods will not be provided until this Agreement has been executed and
requirements have been fulfilled.
Parties to this Agreement shall have the option to renew in one (1) year increments to a
total of three (3) years, unless sooner terminated as provided in Section 14 herein.
Options to renew are contingent upon the City Manager’s approval, subject to pricing
review, and in accordance to all Terms and Conditions stated herein unless otherwise
provided in writing by the City.
3. Compensation.
3.1 Compensation. City shall compensate Contractor as set forth in
Exhibit A, provided, however, that full, total and complete amount payable to Contractor
shall not exceed $25.000 (twentyfive thousand), including all out of pocket expenses,
unless additional compensation is approved by the City Manager or City Council. City
shall not withhold any federal, state or other taxes, or other deductions. However, City
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shall withhold not more than ten percent (10%) of any invoice amount pending receipt of
any deliverables reflected in such invoice. Under no circumstance shall Contractor be
entitled to compensation for services not yet satisfactorily performed.
The parties further agree that compensation may be adjusted in accordance
with Section 1.2 to reflect subsequent changes to the Scope of Services. City shall
compensate Contractor for any authorized extra services as set forth in Exhibit A.
4. Method of Payment.
4.1 Invoices. Contractor shall submit to City monthly invoices for the
Services performed pursuant to this Agreement. The invoices shall describe in detail the
Services rendered during the period and shall separately describe any authorized extra
services. Any invoice claiming compensation for extra services shall include appropriate
documentation of prior authorization of such services. All invoices shall be remitted to
the City of Rancho Cucamonga, California.
4.2 City shall review such invoices and notify Contractor in writing
within ten (10) business days of any disputed amounts.
4.3 City shall pay all undisputed portions of the invoice within thirty
(30) calendar days after receipt of the invoice up to the not-to-exceed amounts set forth in
Section 3.
4.4 All records, invoices, time cards, cost control sheets and other
records maintained by Contractor relating to services hereunder shall be available for
review and audit by the City.
5.Representatives.
5.1 City Representative. For the purposes of this Agreement, the
contract administrator and City representative shall be Wess Garcia, or such other person
as designated in writing by the City (“City Representative”). It shall be Contractor’s
responsibility to assure that the City Representative is kept informed of the progress of
the performance of the services, and Contractor shall refer any decisions that must be
made by City to the City Representative. Unless otherwise specified herein, any approval
of City required hereunder shall mean the approval of the City Representative.
5.2 Contractor Representative. For the purposes of this Agreement,
Dixie Baker is hereby designated as the principal and representative of Contractor
authorized to act in its behalf with respect to the services specified herein and make all
decisions in connection therewith (“Contractor’s Representative”). It is expressly
understood that the experience, knowledge, capability and reputation of the Contractor’s
Representative were a substantial inducement for City to enter into this Agreement.
Therefore, the Contractor’s Representative shall be responsible during the term of this
Agreement for directing all activities of Contractor and devoting sufficient time to
personally supervise the services hereunder. Contractor may not change the Responsible
Principal without the prior written approval of City.
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6.Contractor’s Personnel.
6.1 All Services shall be performed by Contractor or under
Contractor’s direct supervision, and all personnel shall possess the qualifications,
permits, and licenses required by State and local law to perform such Services, including,
without limitation, a City business license as required by the City’s Municipal Code.
6.2 Contractor shall be solely responsible for the satisfactory work
performance of all personnel engaged in performing the Services and compliance with
the standard of care set forth in Section 1.4.
6.3 Contractor shall be responsible for payment of all employees’ and
subcontractors’ wages and benefits, and shall comply with all requirements pertaining to
employer’s liability, workers’ compensation, unemployment insurance, and Social
Security. By its execution of this Agreement, Contractor certifies that it is aware of the
provisions of Section 3700 of the California Labor Code that require every employer to
be insured against liability for Worker's Compensation or to undertake self-insurance in
accordance with the provisions of that Code, and agrees to comply with such provisions
before commencing the performance of the Services.
6.4 Contractor shall indemnify, defend and hold harmless City and its
elected officials, officers and employees, servants, designated volunteers, and agents
serving as independent contractors in the role of City officials, from any and all liability,
damages, claims, costs and expenses of any nature to the extent arising from Contractor’s
violations of personnel practices and/or any violation of the California Labor Code. City
shall have the right to offset against the amount of any fees due to Contractor under this
Agreement any amount due to City from Contractor as a result of Contractor’s failure to
promptly pay to City any reimbursement or indemnification arising under this Section 6.
7.Ownership of Work Product.
7.1 Ownership. All documents, ideas, concepts, electronic files,
drawings, photographs and any and all other writings, including drafts thereof, prepared,
created or provided by Contractor in the course of performing the Services, including any
and all intellectual and proprietary rights arising from the creation of the same
(collectively, “Work Product”), are considered to be “works made for hire” for the
benefit of the City. Upon payment being made, and provided Contractor is not in breach
of this Agreement, all Work Product shall be and remain the property of City without
restriction or limitation upon its use or dissemination by City. Basic survey notes,
sketches, charts, computations and similar data prepared or obtained by Contractor under
this Agreement shall, upon request, be made available to City. None of the Work Product
shall be the subject of any common law or statutory copyright or copyright application by
Contractor. In the event of the return of any of the Work Product to Contractor or its
representative, Contractor shall be responsible for its safe return to City. Under no
circumstances shall Contractor fail to deliver any draft or final designs, plans, drawings,
reports or specifications to City upon written demand by City for their delivery,
notwithstanding any disputes between Contractor and City concerning payment,
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performance of the contract, or otherwise. This covenant shall survive the termination of
this Agreement. City’s reuse of the Work Product for any purpose other than the Project,
shall be at City’s sole risk.
7.2. Assignment of Intellectual Property Interests: Upon execution of
this Agreement and to the extent not otherwise conveyed to City by Section 7.1, above,
the Contractor shall be deemed to grant and assign to City , and shall require all of its
subcontractors to assign to City , all ownership rights, and all common law and statutory
copyrights, trademarks, and other intellectual and proprietary property rights relating to
the Work Product and the Project itself, and Contractor shall disclaim and retain no rights
whatsoever as to any of the Work Product, to the maximum extent permitted by law.
City shall be entitled to utilize the Work Product for any and all purposes, including but
not limited to constructing, using, maintaining, altering, adding to, restoring, rebuilding
and publicizing the Project or any aspect of the Project.
7.3 Title to Intellectual Property. Contractor warrants and represents
that it has secured all necessary licenses, consents or approvals to use any
instrumentality, thing or component as to which any intellectual property right exists,
including computer software, used in the rendering of the Services and the production of
the Work Product and/or materials produced under this Agreement, and that City has full
legal title to and the right to reproduce any of the Work Product. Contractor shall defend,
indemnify and hold City, and its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as independent contractors in the
role of City officials, harmless from any loss, claim or liability in any way related to a
claim that City’s use is violating federal, state or local laws, or any contractual
provisions, relating to trade names, licenses, franchises, patents or other means of
protecting intellectual property rights and/or interests in products or inventions.
Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret
or trademarked documents, materials, software, equipment, devices or processes used or
incorporated in the Services and materials produced under this Agreement. In the event
City’s use of any of the Work Product is held to constitute an infringement and any use
thereof is enjoined, Contractor, at its expense, shall: (a) secure for City the right to
continue using the Work Product by suspension of any injunction or by procuring a
license or licenses for City; or (b) modify the Work Product so that it becomes non-
infringing. This covenant shall survive the termination of this Agreement.
8. Status as Independent Contractor. Contractor is, and shall at all times
remain as to City, a wholly independent contractor. Contractor shall have no power to
incur any debt, obligation, or liability on behalf of City or otherwise act as an agent of
City. Neither City nor any of its agents shall have control over the conduct of Contractor
or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall
not, at any time, or in any manner, represent that it or any of its officers, agents or
employees are in any manner employees of City. Contractor shall pay all required taxes
on amounts paid to Contractor under this Agreement, and to defend, indemnify and hold
City harmless from any and all taxes, assessments, penalties, and interest asserted against
City by reason of the independent contractor relationship created by this Agreement.
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Contractor shall fully comply with the workers’ compensation law regarding Contractor
and Contractor’s employees
9.Confidentiality. Contractor may have access to financial, accounting,
statistical, and personnel data of individuals and City employees. Contractor covenants
that all data, documents, discussion, or other information developed or received by
Contractor or provided for performance of this Agreement are confidential and shall not
be disclosed by Contractor without prior written authorization by City. City shall grant
such authorization if applicable law requires disclosure. All City data shall be returned to
City upon the termination of this Agreement. Contractor’s covenant under this Section
shall survive the termination of this Agreement. This provision shall not apply to
information in whatever form that is in the public domain, nor shall it restrict the
Contractor from giving notices required by law or complying with an order to provide
information or data when such an order is issued by a court, administrative agency or
other legitimate authority, or if disclosure is otherwise permitted by law and reasonably
necessary for the Contractor to defend itself from any legal action or claim.
10.Conflict of Interest.
10.1 Contractor covenants that it presently has no interest and shall not
acquire any interest, direct or indirect, which may be affected by the Services, or which
would conflict in any manner with the performance of the Services. Contractor further
covenants that, in performance of this Agreement, no person having any such interest
shall be employed by it. Furthermore, Contractor shall avoid the appearance of having
any interest, which would conflict in any manner with the performance of the Services.
Contractor shall not accept any employment or representation during the term of this
Agreement which is or may likely make Contractor “financially interested” (as provided
in California Government Code §§1090 and 87100) in any decision made by City on any
matter in connection with which Contractor has been retained.
10.2 Contractor further represents that it has not employed or retained
any person or entity, other than a bona fide employee working exclusively for Contractor,
to solicit or obtain this Agreement. Contractor has not paid or agreed to pay any person
or entity, other than a bona fide employee working exclusively for Contractor, any fee,
commission, gift, percentage, or any other consideration contingent upon the execution of
this Agreement. Upon any breach or violation of this warranty, City shall have the right,
at its sole and absolute discretion, to terminate this Agreement without further liability, or
to deduct from any sums payable to Contractor hereunder the full amount or value of any
such fee, commission, percentage or gift.
10.3 Contractor has no knowledge that any officer or employee of City
has any interest, whether contractual, noncontractual, financial, proprietary, or otherwise,
in this transaction or in the business of Contractor, and that if any such interest comes to
the knowledge of Contractor at any time during the term of this Agreement, Contractor
shall immediately make a complete, written disclosure of such interest to City, even if
such interest would not be deemed a prohibited “conflict of interest” under applicable
laws as described in subsection 10.1.
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11. Indemnification.
11.1 To the maximum extent permitted by law, the Contractor shall
defend, indemnify and hold the City, and its elected officials, officers, employees,
servants, volunteers, and agents serving as independent contractors in the role of City
officials, (collectively, “Indemnitees”),free and harmless with respect to any and all
damages, liabilities, losses, reasonable defense costs or expenses (collectively, “Claims”),
including but not limited to Claims relating to death or injury to any person and injury to
any property, which arise out of, pertain to, or relate to the acts, omissions, activities or
operations of Contractor or any of its officers, employees, subcontractors, Contractors, or
agents in the performance of this Agreement. Contractor shall defend Indemnitees in any
action or actions filed in connection with any such Claims with counsel of City’s choice,
and shall pay all costs and expenses, including actual attorney’s fees and experts’ costs
incurred in connection with such defense. The indemnification obligation herein shall
not in any way be limited by the insurance obligations contained in this Agreement
provided, however, that the Contractor shall have no obligation to indemnify for Claims
arising out of the sole negligence or willful misconduct of any of the Indemnitees.
11.2 Nonwaiver of Rights. Indemnitees do not, and shall not, waive any
rights that they may possess against Contractor because of the acceptance by City, or the
deposit with City, of any insurance policy or certificate required pursuant to this
Agreement.
11.3 Waiver of Right of Subrogation. Except as otherwise expressly
provided in this Agreement, Contractor, on behalf of itself and all parties claiming under
or through it, hereby waives all rights of subrogation against the Indemnitees, while
acting within the scope of their duties, from all claims, losses and liabilities arising out of
or incident to activities or operations performed by or on behalf of the Contractor.
11.4 Survival. The provisions of this Section 11 shall survive the
termination of the Agreement and are in addition to any other rights or remedies which
Indemnitees may have under the law. Payment is not required as a condition precedent to
an Indemnitee’s right to recover under this indemnity provision, and an entry of judgment
against Contractor shall be conclusive in favor of the Indemnitee’s right to recover under
this indemnity provision.
12. Insurance.
12.1 Liability Insurance. Contractor shall procure and maintain in full
force and effect for the duration of this Agreement, insurance against claims for injuries
to persons or damages to property which may arise from or in connection with the
performance of the services hereunder by Contractor, and/or its agents, representatives,
employees or subcontractors.
12.2 Minimum Scope of Insurance. Unless otherwise approved by City,
coverage shall be at least as broad as:
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(1) Insurance Services Office Commercial General Liability
coverage (occurrence form CG 0001).
(2) Insurance Services Office form number CA 0001 (Ed.
1/87) covering Automobile Liability, code 1 (any auto).
(3) Worker’s Compensation insurance as required by the State
of California, and Employer’s Liability Insurance.
12.3 Minimum Limits of Insurance. Contractor shall maintain limits no
less than:
(1) Commercial General Liability: $2,000,000 per occurrence
for bodily injury, personal injury and property damage.
Commercial General Liability Insurance or other form with
a general aggregate limit shall apply separately to this
Agreement or the general limit shall be twice the required
occurrence limit.
(2) Automobile Liability: $2,000,000 per accident for bodily
injury and property damage.
(3) Employer’s Liability: $1,000,000 per accident and in the
aggregate for bodily injury or disease and Workers’
Compensation Insurance in the amount required by law.
(4) The Insurance obligations under this Agreement shall be
the greater of (i) the Insurance coverages and limits carried
by the Contractor; or (ii) the minimum Insurance coverages
and limits shown in this Agreement. Any insurance
proceeds in excess of the specified limits and coverage
required which are applicable to a given loss, shall be
available to the City. No representation is made that the
minimum Insurance requirements of this Agreement are
sufficient to cover the obligations of the Contractor under
this agreement.
12.4 Deductibles and Self-Insured Retentions. Any deductibles or self-
insured retentions must be declared to and approved by the City and shall
not reduce the limits of coverage. City reserves the right to obtain a full
certified copy of any required insurance policy and endorsements.
12.5 Other Insurance Provisions.
(1) The commercial general liability and automobile liability
policies are to contain the following provisions on a
separate additionally insured endorsement naming the City,
its officers, officials, employees, designated volunteers and
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agents serving as independent contractors in the role of
City officials, as additional insureds as respects: liability
arising out of activities performed by or on behalf of
Contractor; products and completed operations of
Contractor; premises owned, occupied or used by
Contractor; and/or automobiles owned, leased, hired or
borrowed by Contractor. The coverage shall contain no
limitations on the scope of protection afforded to City, its
officers, officials, employees, designated volunteers or
agents serving as independent contractors in the role of
City officials which are not also limitations applicable to
the named insured.
(2)For any claims related to this Agreement, Contractor’s
insurance coverage shall be primary insurance as respects
City, its officers, officials, employees, designated
volunteers and agents serving as independent contractors in
the role of City officials. Any insurance or self-insurance
maintained by City, its officers, officials, employees,
designated volunteers or agents serving as independent
contractors in the role of City officials shall be in excess of
Contractor’s insurance and shall not contribute with it.
(3)Contractor’s insurance shall apply separately to each
insured against whom claim is made or suit is brought,
except with respect to the limits of the insurer’s liability.
(4)Contractor shall provide immediate written notice if (1) any
of the required insurance policies is terminated; (2) the
limits of any of the required polices are reduced; (3) or the
deductible or self insured retention is increased. In the
event of any cancellation or reduction in coverage or limits
of any insurance, Contractor shall forthwith obtain and
submit proof of substitute insurance. Should Contractor
fail to immediately procure other insurance, as specified, to
substitute for any canceled policy, the City may procure
such insurance at Contractor’s sole cost and expense.
(5)Each insurance policy required by this clause shall
expressly waive the insurer’s right of subrogation against
City, its elected officials, officers, employees, servants,
attorneys, designated volunteers, and agents serving as
independent contractors in the role of City officials.
(6)Each policy shall be issued by an insurance company
approved in writing by City, which is admitted and licensed
to do business in the State of California and which is rated
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A:VII or better according to the most recent A.M. Best Co.
Rating Guide.
(7)Each policy shall specify that any failure to comply with
reporting or other provisions of the required policy,
including breaches of warranty, shall not affect the
coverage required to be provided.
(8)Each policy shall specify that any and all costs of adjusting
and/or defending any claim against any insured, including
court costs and attorneys' fees, shall be paid in addition to
and shall not deplete any policy limits.
(9)Contractor shall provide any and all other insurance,
endorsements, or exclusions as required by the City in any
request for proposals applicable to this Agreement.
12.6 Evidence of coverage. Prior to commencing performance under this
Agreement, the Contractor shall furnish the City with certificates and original
endorsements, or copies of each required policy, effecting and evidencing the insurance
coverage required by this Agreement including (1) Additional Insured Endorsement(s),
(2)Worker’s Compensation waiver of subrogation endorsement, and (3) General liability
declarations or endorsement page listing all policy endorsements. The endorsements shall
be signed by a person authorized by the insurer(s) to bind coverage on its behalf. All
endorsements or policies shall be received and approved by the City before Contractor
commences performance. If performance of this Agreement shall extend beyond one
year, Contractor shall provide City with the required policies or endorsements evidencing
renewal of the required policies of insurance prior to the expiration of any required
policies of insurance.
12.7 Contractor agrees to include in all contracts with all subcontractors
performing work pursuant to this Agreement, the same requirements and provisions of
this Agreement including the indemnity and insurance requirements to the extent they
apply to the scope of any such subcontractor’s work. Contractor shall require its
subcontractors to be bound to Contractor and City in the same manner and to the same
extent as Contractor is bound to City pursuant to this Agreement, and to require each of
its subcontractors to include these same provisions in its contract with any sub-
subcontractor.
13. Cooperation. In the event any claim or action is brought against City
relating to Contractor’s performance or services rendered under this Agreement,
Contractor shall render any reasonable assistance and cooperation that City might require.
City shall compensate Contractor for any litigation support services in an amount to be
agreed upon by the parties.
14.Termination. City shall have the right to terminate this Agreement at any
time for any or no reason on not less than ten (10) days prior written notice to
Contractor. In the event City exercises its right to terminate this Agreement, City shall
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pay Contractor for any services satisfactorily rendered prior to the effective date of the
termination, provided Contractor is not then in breach of this Agreement. Contractor
shall have no other claim against City by reason of such termination, including any claim
for compensation. City may terminate for cause following a default remaining uncured
more than five (5) business days after service of a notice to cure on the breaching party.
Contractor may terminate this Agreement for cause upon giving the City D ten (10)
business days prior written notice for any of the following: (1) uncured breach by the
City of any material term of this Agreement, including but not limited to Payment
Terms; (2) material changes in the conditions under which this Agreement was entered
into, coupled with the failure of the parties to reach accord on the fees and charges for
any Additional Services required because of such changes.
15.Notices. Any notices, bills, invoices, or reports authorized or required by
this Agreement shall be in writing and shall be deemed received on (a) the day of
delivery if delivered by hand or overnight courier service during Contractor’s and City’s
regular business hours; or (b) on the third business day following deposit in the United
States mail, postage prepaid, to the addresses set forth in this Section, or to such other
addresses as the parties may, from time to time, designate in writing pursuant to the
provisions of this Section.
All notices shall be addressed as follows:
If to City: Wess Garcia,
Library Services Director
Rancho Cucamonga Public Library
12505 Cultural Center Dr.
Rancho Cucamonga, CA 91739
If to Contractor: Dixie Baker,
Sovic Creative
1635 Rogers Road
Fort Worth, TX 76107
16.Non-Discrimination and Equal Employment Opportunity. In the
performance of this Agreement, Contractor shall not discriminate against any employee,
subcontractor, or applicant for employment because of race, color, creed, religion, sex,
marital status, national origin, ancestry, age, physical or mental handicap, medical
condition, or sexual orientation. Contractor will take affirmative action to ensure that
subcontractors and applicants are employed, and that employees are treated during
employment, without regard to their race, color, creed, religion, sex, marital status,
national origin, ancestry, age, physical or mental handicap, medical condition, or sexual
orientation.
17.Assignment and Subcontracting. Contractor shall not assign or transfer
any interest in this Agreement or subcontract the performance of any of Contractor’s
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obligations hereunder without City’s prior written consent. Except as provided herein,
any attempt by Contractor to so assign, transfer, or subcontract any rights, duties, or
obligations arising hereunder shall be null, void and of no effect.
18. Compliance with Laws. Contractor shall comply with all applicable
federal, state and local laws, ordinances, codes and regulations in force at the time
Contractor performs the Services. Contractor is aware of the requirements of California
Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of
Regulations, Title 8, Section 16000, et seq., (“Prevailing Wage Laws”), which require the
payment of prevailing wage rates and compliance with other requirements on “public
works” and “maintenance” projects. If the Services are being performed as part of an
applicable “public works” or “maintenance” project, as defined by the Prevailing Wage
Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply
with such Prevailing Wage Laws. The applicable prevailing wage rate determinations
can be found at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm Contractor
shall make copies of the prevailing rates of per diem wages for each craft, classification
or type of worker needed to execute the Services, available to interested parties upon
request, and shall post copies at the Contractor’s principal place of business and at the
Project site. Contractor shall defend, indemnify and hold the City, its elected officials,
officers, employees and agents free and harmless from any claim or liability arising out
of any failure or alleged failure to comply with the Prevailing Wage Laws.
19. Non-Waiver of Terms, Rights and Remedies. Waiver by either party of
any one or more of the conditions of performance under this Agreement shall not be a
waiver of any other condition of performance under this Agreement. In no event shall the
making by City of any payment to Contractor constitute or be construed as a waiver by
City of any breach of covenant, or any default which may then exist on the part of
Contractor, and the making of any such payment by City shall in no way impair or
prejudice any right or remedy available to City with regard to such breach or default.
20. Attorney’s Fees. In the event that either party to this Agreement shall
commence any legal action or proceeding to enforce or interpret the provisions of this
Agreement, the prevailing party in such action or proceeding shall be entitled to recover
its costs of suit, including reasonable attorney’s fees and costs of experts.
21. Exhibits; Precedence. All documents referenced as exhibits in this
Agreement are hereby incorporated in this Agreement. In the event of any material
discrepancy between the express provisions of this Agreement and the provisions of any
document incorporated herein by reference, the provisions of this Agreement shall
prevail.
22. Applicable Law and Venue. The validity, interpretation, and
performance of this Agreement shall be controlled by and construed under the laws of the
State of California. Venue for any action relating to this Agreement shall be in the San
Bernardino County Superior Court.
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
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23.Construction. In the event of any asserted ambiguity in, or dispute
regarding the interpretation of any matter herein, the interpretation of this Agreement
shall not be resolved by any rules of interpretation providing for interpretation against the
party who causes the uncertainty to exist or against the party who drafted the Agreement
or who drafted that portion of the Agreement.
24.Entire Agreement. This Agreement consists of this document, and any
other documents, attachments and/or exhibits referenced herein and attached hereto, each
of which is incorporated herein by such reference, and the same represents the entire and
integrated agreement between Contractor and City. This Agreement supersedes all prior
oral or written negotiations, representations or agreements. This Agreement may not be
amended, nor any provision or breach hereof waived, except in a writing signed by the
parties which expressly refers to this Agreement.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Agreement as of the date first written above.
Contractor Name: Dixie Baker, Sovic Designs,
LLC dba Sovic Creative
By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga
By:________________________________
Name Date
_________________________________
Title
By: ______________________________
Name Date
______________________________
Title
(two signatures required if corporation)
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
11/7/2025 | 1:17 AM GMT
Owner
Library Director
11/12/2025 | 3:59 PM PST
Last Revised: 11/27/2018 Page 1 of 1
AMENDMENT NO. 1
to
Professional Services Agreement (CO #2025-216)
between
Sovic Designs LLC DBA Sovic Creative (hereinafter “Consultant”)
and
City of Rancho Cucamonga (hereinafter the “City”)
This Amendment No. 1 will serve to amend the Professional Services Agreement (hereinafter
“Agreement”), CO# 2025-216, to incorporate the following:
Section INSURANCE 12.3 (1) COMMERCIAL GENERAL LIABLITY: Shall be amended to
read as follows:
Commercial general liability: $1,000,000 per occurance for bodily injury and property damage.
Commercial General Liability Insurance or other form with a general aggregate limit shall apply
seperately to this Agreement or the general limit shall be twice the required occurance limit.
Section INSURANCE 12.3 (2) AUTOMOBILE LIABILITY: Shall be waived.
All other Terms and Conditions of the original Agreement CO#2025-216, will remain in full effect.
IN WITNESS WHEREOF, the parties, through their respective authorized
representatives, have executed this Amendment by way of signature by both parties and on the date
indicated below. Please return two (2) original signed copies to the City no later than November 7,
2025. The City will process both copies for signature and provide Sovic Designs LLC DBA Sovic
Creative with one (1) fully executed copy of the Amendment.
Sovic Designs LLC DBA Sovic Creative
By: ______________________________
Name Date
______________________________
Title
City of Rancho Cucamonga
By: _________________________________
Name Date
_________________________________
Title
By: ______________________________
Name Date
______________________________
Title
By: _________________________________
Name Date
_________________________________
Title
(two signatures required if corporation)
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
11/7/2025 | 1:17 AM GMT
Owner Library Director
11/12/2025 | 3:59 PM PST
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Last Revised: 05/22/14
EXHIBIT A
SCOPE OF SERVICES
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
Sovic Creative Proposal
For City of Rancho Cucamonga’s
Discovery Space
Oct 2025 – June 2026
Prepared for:
City of Rancho Cucamonga:
Randall Lewis Second Story and Beyond ®
Company Information:
Sovic Creative
1635 Rogers Road
Fort Worth, TX 76107
Presented by:
Dixie Baker
9.15.25
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SovicCreative.com • Dixie@sovicdesigns.com • 817.984.1185
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
Digital Paid Advertising Overview:
Ongoing Services include:
● Development and management of advertising campaigns.
o Follower growth campaign
o Brand awareness
o Website traffic campaign
o Lead generation campaign
o Conversions campaign
● Additional short-term advertising campaign per month, as needed. Examples include
event promotions, new product/service launches, pricing promotions, seasonal
marketing, remarketing campaigns, etc.
● Approvals and revisions
● Analytics monitoring
Additional Options for paid digital campaigns outside of Meta social media
could include: Display, Programmatic, CTV, LinkedIn, etc.
Taking a holistic approach to digital marketing, our team stays up-to-date with the latest
platforms for programmatic, display, social, and mobile.
For digital campaigns, depending on the need and budget, we would suggest considering all
elements in the digital space to drive awareness and traffic/sales, etc. for the organization.
Social Media might end up being the best option, but our monthly service fee does not
change due to where we place the ads, so we would like to explore this option with you once
we know more about the goals of the campaign.
Compensation
● Sovic will work on a flat monthly retainer to cover all SOW above for the digital ad
campaigns
● Monthly Marketing Retainer for 12 months: $1500/mo
● Monthly ad spend is determined by SSAB
● If the monthly ad spend budget exceeds $10,000/mo, the service fee will be based on
15% of the Ad Spend.
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SovicCreative.com • Dixie@sovicdesigns.com • 817.984.1185
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2
Design Support
● Upon request from SSAB, Sovic can support any design or video needs at an hourly
rate to be billed as used at the close of each month
● Our marketing and design support is a service that is tailored to your business’s
unique needs when you need them most. This is an ideal fit for clients with ongoing
design or marketing needs. We work with you to produce the specific deliverables
needed to drive your marketing efforts within a controlled budget.
● Sovic will provide these services at a discounted rate of $75/hour for the first 10 hours
per month. After 10 hours, we will provide these services at our standard nonprofit
discount of $100/hour.
Print Design Digital Design Marketing
Corporate Collateral
Packaging Design
Annual Reports
Print Ads & Out of Home
Publication Layout
Business & Proposals
CRM Setup
Cloud Automation
Presentations
Digital Ad Design
Media Planning & Buying
Content Development
Copyrighting
TV, Radio, Print, Out of Home
Video Editing
Thank You!
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SovicCreative.com • Dixie@sovicdesigns.com • 817.984.1185
Docusign Envelope ID: E7F4109A-ABB7-442E-B208-2EF9D283C3D2