CONCERT PRODUCTION AND REVENUE SHARING AGREEMENT
CATHEDRAL CITY INTERNATIONAL HOT AIR BALLOON FESTIVAL
THIS AGREEMENT is entered into as of this 6th day of October, 2025 BETWEEN:
CITY OF CATHEDRAL CITY
A California municipal corporation
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
("City")
AND:
SOUNDSKILZ ENTERTAINMENT
PO Box 891720
Temecula, CA 92589
("Producer")
COLLECTIVELY referred to as the "Parties"
RECITALS
WHEREAS, the City of Cathedral City produces the annual Cathedral City International Hot Air Balloon Festival, a three-day community event featuring hot air balloon launches, family activities, and entertainment;
WHEREAS, the City operates the Tastes & Sounds concert series, providing free and ticketed entertainment to the community throughout the year;
WHEREAS, the City Council has previously approved an $80,000 allocation from the Special Events Fund for festival headline entertainment;
WHEREAS, the City desires to present a headline concert performance featuring Robin Thicke as part of the 2025 festival on Friday, November 21, 2025; WHEREAS, Producer has expertise in concert production, artist management, and event operations;
WHEREAS, Producer has secured a performance agreement through Romeo Entertainment Group with Creative Artists Agency (CAA) for Robin Thicke for the November 21, 2025 concert date; WHEREAS, Producer is willing to make a substantial financial investment by absorbing significant production costs beyond their contracted scope to deliver a world-class entertainment experience; WHEREAS, the Parties wish to establish a partnership model that protects the City's financial interests while fairly compensating Producer for their production investment and expertise; WHEREAS, the 2025 festival is experiencing record-level sponsorship investment including Agua Caliente Casinos ($40,000), City of Rancho Mirage ($10,000), Westin Rancho Mirage (Sunday event expansion), and Visit Greater Palm Springs ($12,500), with partners expecting major headline entertainment to drive attendance, tourism impact, and regional exposure; WHEREAS, after consultation with the City's event consultant, the Parties have determined that a two-phase revenue sharing structure (Producer cost recovery followed by 75/25 profit split) appropriately balances Producer's capital investment with City's financial interests; WHEREAS, the Parties wish to establish their respective responsibilities and revenue-sharing arrangements for the concert event;
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows:
ARTICLE 1: EVENT DETAILS
1.1 Event Description
Producer shall produce a concert performance featuring Robin Thicke ("Artist") as follows:
• Event Name: Robin Thicke Live - Cathedral City Hot Air Balloon Festival Opening Night • Date: Friday, November 21, 2025
• Performance Time: 7:00 PM - 8:15 PM (approximately 75-minute performance) • Venue: Cathedral City Community Amphitheater, 68700 Avenida Lalo Guerrero, Cathedral City, CA 92234
• Capacity: 2,909 total (VIP , reserved seating, general reserved, and GA standing) • Doors Open: 1:00 PM
• Show Start Time: 2:00 PM (festival activities)
• Artist Set Time: 7:00 PM
1.2 Purpose
This concert serves as the Friday night headline entertainment for the 11th Annual Cathedral City International Hot Air Balloon Festival. Robin Thicke was only available Friday night. The event is intended to enhance the festival's regional appeal, generate tourism, provide economic benefit to the community, and deliver world-class entertainment to residents and visitors.
1.3 Programming Context
This performance is part of an expanded November entertainment schedule:
• November 4: Tastes & Sounds (Palm Springs Pride Kickoff event) • November 11: Tastes & Sounds (Veterans Day event with Rancho Mirage High School) • November 18: Tastes & Sounds (The Dreamboats - festival launch week) • November 21: Robin Thicke (Balloon Festival concert headliner - Friday night) • November 22: Queen Nation & Radio Ready (Tastes & Sounds opening night - Saturday, free programming)
• November 23: Festival closing day activities
ARTICLE 2: PRODUCER RESPONSIBILITIES AND INVESTMENT
2.1 Artist Agreement
Producer shall:
• Maintain the executed performance agreement with Romeo Entertainment Group/CAA for Artist
• Ensure Artist's performance meets professional industry standards per the CAA confirmation notice
• Coordinate all Artist technical requirements, hospitality, and rider provisions • Manage Artist travel, accommodation, and ground transportation • Serve as primary liaison between Artist's management, Romeo Entertainment Group, CAA, and the City
• Pay Artist performance fee of $85,000 plus $350 airport transport buyout • Ensure Artist performs one approximately 75-minute set as specified in contract
2.2 Production Services - Producer Investment
Producer agrees to provide and pay for all of the following production services at Producer's expense, representing a substantial financial investment beyond Producer's contracted scope with the City:
Technical Production:
• Professional sound and lighting equipment for outdoor amphitheater: $25,000 • Stage hands (10 @ $400): $4,000
• LED video screen/display
• Full staging and infrastructure
• Professional audio engineer and lighting technician
• Cost: $29,000
Backline Equipment:
• All instruments, amplifiers, and equipment per Artist rider specifications • Equipment rental, transportation, and setup
• Cost: $5,500
Hospitality and Catering:
• Meal buyout: $900
• Hospitality/Green Room items: $1,800
• Cost: $2,700
Hotel Accommodations:
• 15 rooms @ $149 per night (November 20-21)
• Includes suite and king rooms for artist and entourage • Cost: $2,235
Ground Transportation:
• Runners (2 @ $550): $1,100
• City to provide 2 SUVs with drivers; SoundSkilz to provide 2 sprinters with drivers, fuel and insurance
• Cost: $1,100
Golf Package:
• Up to 5 rounds of 18-hole golf at The Westin Rancho Mirage Golf Resort & Spa • Cost: Included in overall hospitality arrangements
Production Labor:
• General labor cost: $8,500
• Security personnel: $3,500
• Talent buyer/booking coordination: $8,500
• DJ A-One (opening/intermission): $1,500
• Cost: $21,500
Event-Specific Setup:
• Chairs (800 @ $2.50): $2,000
• Tables (24 @ $12): $288
• Centerpieces (24 @ $12): $288
• Cost: $2,576
Music Licensing:
• ASCAP/BMI/SESAC performance rights licensing
• Cost: Included in production costs
Ticketing Platform and Processing:
• EventHub professional ticketing platform (upgrade from 2024 Tickera system) • Online ticket sales infrastructure, box office integration, customer service • All ticketing platform fees and processing costs
• Cost: Included in production costs
TOTAL PRODUCER PRODUCTION INVESTMENT: $65,111
2.3 Acknowledgment of Producer's Financial Contribution The Parties acknowledge and agree that Producer is making a substantial financial investment by absorbing all production costs listed in Section 2.2 above. Under standard industry practice, these costs would typically be passed through to the purchaser (City) or recovered by the producer through ticket revenue before any profit-sharing. Producer's willingness to absorb these costs represents a significant value-in-kind contribution to the festival and demonstrates Producer's commitment to a long-term partnership with the City.
Historical Context - 2024 Comparison:
In 2024, the City paid $80,000 for the LeAnn Rimes artist fee plus an additional $40,000 in production costs (sound, lights, staging, hospitality, etc.) for a total investment of $120,000. The City retained 100% of ticket revenue ($47,811.74), resulting in a net cost of $72,188.26. However, City staff were responsible for securing the artist, negotiating the contract and rider, managing all concert logistics, and absorbing all administrative burden.
In 2025, Producer is absorbing all production costs ($65,111) that the City paid in 2024, reducing the City's cash investment to $80,000 for a comparable-caliber artist. Additionally, Producer is handling all artist booking, contract negotiation, rider management, and concert logistics that were City staff responsibilities in 2024. This partnership structure delivers high-quality entertainment at lower cost to the City while fairly compensating Producer for their production investment through the two-phase revenue-sharing arrangement (cost recovery, then 75/25 profit split).
2.4 Complimentary Ticket Allocation - Community Value
Producer acknowledges that the following complimentary ticket allocations represent community value and goodwill:
• Cathedral City Residents: 600 GA standing tickets (free, first-come first-serve pickup at Agua Caliente ACE Club)
• City Officials and VIP Guests: 30 VIP seats (for Council, staff, and official guests) • Artist Allocation: 50 complimentary tickets (per CAA contract requirement) • Agua Caliente Casino Partners: 100 complimentary tickets (per presenting sponsorship agreement)
• Producer/Production Staff: Included in above allocations Total Complimentary Tickets: 780 Tickets Available for Sale: 2,129
2.5 Quality Standards
Producer warrants that all production services will:
• Meet or exceed professional industry standards for outdoor amphitheater concerts • Comply with all applicable safety codes and regulations • Provide appropriate sound levels and quality for optimal audience experience • Present Artist in a manner consistent with Artist's touring standards and rider requirements • Satisfy all CAA contract specifications and Artist management expectations
2.6 Artist Relations and Contract Compliance
Producer shall:
• Ensure full compliance with all terms of the CAA confirmation notice • Coordinate production advance with Artist's technical team • Facilitate Artist meet & greet with sponsors and City officials (maximum 30 people, 20 minutes)
• Manage all Artist marketing approval requirements
• Ensure no unauthorized photography, recording, or livestreaming • Coordinate Artist merchandise sales (Artist retains 80% soft goods, 90% recorded goods per contract)
ARTICLE 3: CITY RESPONSIBILITIES
3.1 Venue Provision
City shall:
• Provide exclusive use of Cathedral City Community Amphitheater on November 21, 2025 • Ensure venue is in good working condition with functional electrical, plumbing, and lighting systems
• Provide access to venue for load-in beginning at 8:00 AM on event day (or earlier as needed) • Provide venue security and overnight storage if required for equipment • Coordinate parking and traffic management in surrounding areas • Ensure venue meets all building, fire, safety, and ADA accessibility codes
3.2 Financial Contribution
City shall pay Producer the total amount of $80,000.00 toward the Artist performance fee as follows:
• Deposit: $40,000.00 (50%) due upon execution of this Agreement • Final Payment: $40,000.00 (50%) due no later than October 23, 2025 (30 days prior to event date)
Payment shall be made by check or wire transfer to the account designated by Producer in writing.
Note: The City Council previously approved the $80,000 allocation from the Special Events Fund for festival headline entertainment. This Agreement establishes the terms for utilization of those approved funds.
3.3 Visit Greater Palm Springs Funding
City shall coordinate receipt of $12,500.00 from Visit Greater Palm Springs toward artist fees and production support.
Background on VGPS Funding: This contribution represents a strategic reallocation of funds previously budgeted by Visit Greater Palm Springs for touring the City/VGPS co-branded hot air balloon to festivals across the country. Due to ongoing legal proceedings with the previous balloon operator, the City is in the process of recovering the balloon envelope. Visit Greater Palm Springs has agreed to redirect this tourism promotion investment toward the Robin Thicke concert, recognizing that major headline entertainment generates significant regional tourism impact and destination marketing value.
These funds shall be applied toward the artist performance fee payment to Producer and production support. The $12,500 contribution results in $7,150 available for production support beyond the artist fee.
If actual Visit Greater Palm Springs contribution differs from $12,500, Parties shall adjust financial terms accordingly by written amendment.
3.4 Support Services
City shall provide:
• Venue operations staff for building access and support • Coordination with Cathedral City Police Department for traffic and security support • Utilities (electricity, water, restrooms) at no additional charge to Producer • Event promotion through City communication channels
• Box office facilities and infrastructure
• 2 SUVs with drivers for ground transportation
3.5 Permits and Regulatory Compliance
City shall:
• Obtain special event permit for concert activities
• Coordinate with Riverside County and state agencies as required • Ensure all municipal permitting requirements are satisfied • Provide accessible facilities in compliance with ADA requirements • Obtain City's event insurance policy including cancellation coverage
3.6 Marketing and Promotion
City shall be responsible for primary event marketing including:
• Press release distribution to regional media outlets
• Social media promotion across City and festival platforms • Festival website and promotional materials
• Email marketing to festival database (18,000+ subscribers) • Partnership promotion with Agua Caliente Casinos
• Cross-promotion with Tastes & Sounds concert series
• Paid advertising (digital and traditional media) as determined by City All marketing materials featuring Artist name, image, or likeness must be submitted to Producer for Artist management approval per CAA contract requirements.
ARTICLE 4: FINANCIAL STRUCTURE AND REVENUE SHARING
4.1 Total Event Investment Summary
City Investment:
• Artist fee contribution: $80,000 (previously approved by City Council from Special Events Fund)
• Venue and support services: In-kind
• Total City Cash Investment: $80,000
2024 Comparison for Context:
• 2024 Total City Investment (LeAnn Rimes): $120,000 ($80K artist + $40K production) • 2024 Ticket Revenue to City: $47,811.74 (100%)
• 2024 Net City Cost: $72,188.26
• 2025 Total City Investment (Robin Thicke): $80,000 (artist fee only) Visit Greater Palm Springs Contribution:
• Artist fee / production support: $12,500
• (Redirected from balloon touring program due to legal recovery situation) Total Available for Artist Fee and Production Support: $92,500 • Artist fee payment: $85,350
• Remaining $7,150 allocated toward production support
Producer Investment:
• Artist fee payment: $85,350 ($85,000 + $350 transport) • Production costs: $65,111 (documented costs)
• Total Producer Investment: $150,461
Total Event Budget: $150,461
4.2 Revenue Sharing Philosophy
The Parties acknowledge that:
1. Producer is making substantial production investment beyond contracted scope ($65,111 documented costs)
2. Producer should be made whole for this capital investment before profit-sharing occurs
3. City Council specifically indicated that if Producer invested their own capital, revenue sharing would be appropriate
4. Once Producer recovers production costs, City should receive majority share of additional revenue reflecting City's $80,000 artist fee investment
5. This structure provides transparency, fairness, and appropriate risk/reward balance for both parties
6. After consultation with the City's event consultant, this two-phase model is recommended as the appropriate structure
Evolution of Understanding:
When Council approved the $80,000 allocation, both staff and Council operated under the assumption that the City would retain 100% of ticket revenue as direct cost recovery, similar to the 2024 model. However, subsequent negotiations and consultation with the City's event consultant revealed that Producer would invest $65,111 in production costs and provide professional services entirely outside their existing festival production contract. This Concert Production and Revenue Sharing Agreement establishes the supplemental terms for this additional work. This two-phase revenue structure appropriately compensates Producer for their capital investment while ensuring City receives the majority of profit once Producer is made whole.
4.3 Ticket Pricing Structure
The Parties agree to the following ticket price structure utilizing the full 2,909-seat amphitheater capacity:
VIP Section: $100.00 per seat
• 120 total seats
• 30 complimentary (City Council, staff, official guests) • 90 available for sale
• Gross Revenue Potential: $9,000
Reserved Premium: $75.00 per seat
• 400 seats available for sale
• Mid-range seating with excellent sightlines
• Gross Revenue Potential: $30,000
Reserved Standard: $60.00 per seat
• 800 seats available for sale
• Quality seating throughout amphitheater
• Gross Revenue Potential: $48,000
General Reserved: $45.00 per seat
• 589 seats available for sale
• Back amphitheater seating
• Gross Revenue Potential: $26,505
GA Standing: $30.00 per ticket
• 1,000 total tickets
• 600 complimentary for Cathedral City residents (first-come first-serve pickup at Agua Caliente ACE Club)
• 400 available for sale
• Festival lawn and designated viewing areas
• Gross Revenue Potential: $12,000
Total Capacity: 2,909 Total Tickets for Sale: 2,129 Total Complimentary: 780 (600 residents + 30 VIP + 150 artist/sponsor comps) Maximum Gross Revenue Potential: $125,505 Pricing may be adjusted by mutual written agreement of both Parties based on market conditions and sales performance.
4.4 Ticket Sales and Distribution
• Primary ticketing through EventHub professional platform (provided by Producer) • Online sales and box office sales
• Mobile ticketing and print-at-home options available
• ADA accessible seating reservations
• Cathedral City residents: 600 free GA tickets via Agua Caliente Casino ACE Club pickup
4.5 Complimentary Tickets
The following complimentary ticket allocations shall be provided:
• Cathedral City Residents: 600 GA standing tickets (free pickup at Agua Caliente ACE Club) • City Officials and VIP Guests: 30 VIP seats
• Artist Allocation: 50 complimentary tickets (per CAA contract requirement) • Agua Caliente Casinos: 100 complimentary tickets (per presenting sponsorship agreement)
Total Complimentary Tickets: 780
All complimentary tickets reduce the net revenue pool proportionally based on their ticket tier value.
4.6 Revenue Calculation Methodology
Gross Ticket Revenue = Total paid ticket sales at face value Deductions:
• Refunds and chargebacks (if any)
• Note: All ticketing platform fees and processing costs are absorbed by Producer as part of their production investment
Net Ticket Revenue = Gross Ticket Revenue minus all Deductions above
4.7 Revenue Distribution Formula
All Net Ticket Revenue (as calculated in Section 4.6 above) shall be distributed in two phases:
Phase 1 - Producer Cost Recovery: Producer shall receive 100% of Net Ticket Revenue until Producer has recovered their actual documented production costs of $65,111.
Phase 2 - Profit Sharing: Once Producer has been fully reimbursed for production costs, all additional Net Ticket Revenue shall be distributed:
• 75% to City of Cathedral City
• 25% to SoundSkilz Entertainment (Producer)
Rationale for Two-Phase Structure:
• Fair Cost Recovery: Producer invested substantial capital upfront that would otherwise be City expenses; Producer should be made whole before profit-sharing • City Priority in Profit: Once Producer recovers costs, City receives 75% of additional revenue, reflecting City's $80,000 investment and ensuring strong taxpayer value • Risk/Reward Balance: Producer assumes financial risk with upfront capital; cost recovery protects this investment while City receives majority profit share • Transparency: Clear threshold based on documented costs provides straightforward accounting appropriate for government operations
• Council Guidance: Aligns with Council's indication that revenue sharing would be appropriate if Producer invested their own capital
• Event Consultant Recommendation: This model recommended after consultation with City's event consultant
4.8 Example Revenue Scenarios
For illustration purposes only; actual results will vary based on ticket sales performance. Assumes Producer Production Costs of $65,111 and City investment of $80,000.
Financial Analysis:
This revenue structure protects Producer's capital investment while ensuring City receives the majority of profit once Producer is made whole. In all scenarios, the City receives substantial revenue participation:
• Conservative (60% sell-through): City receives $6,515, net cost $73,485 • Strong (80% sell-through): City receives $24,964, net cost $55,036
• Sellout (100%): City receives $43,413, net cost $36,587 At 80% sell-through or higher, City's net cost is significantly lower than 2024's $72,188 while presenting a comparable artist and transferring all concert management to a professional producer.
4.9 Revenue Reconciliation and Payment
Producer shall provide:
• Weekly ticket sales reports during sales period
• Detailed complimentary ticket tracking and valuation
• Complete documentation of actual production costs incurred (receipts, invoices, contracts)
• Final revenue reconciliation within 10 business days following the event • Complete accounting of gross sales, deductions, net revenue, and cost recovery calculation
Final revenue distribution payment shall be calculated and paid within 30 days of event date, based on documented production costs and actual ticket revenue.
If City receives revenue proceeds directly from ticket sales, City shall remit Producer's share within 30 days of final reconciliation based on documented costs.
If Producer receives revenue proceeds directly from ticket sales, Producer shall remit City's share (75% of profit after cost recovery) within 30 days of final reconciliation with supporting documentation.
ARTICLE 5: ANCILLARY REVENUE STREAMS
5.1 Beverage and Concession Sales
Producer retains 100% of all revenue from:
• Beer, wine, and non-alcoholic beverage sales
• Food vendor fees, commissions, and revenue sharing
• Concession operations
Estimated food and beverage revenue: $8,000-$12,000+ (retained by Producer to help offset production costs)
5.2 Merchandise Sales
Artist Merchandise:
• Artist retains 80% of soft goods merchandise sales (per CAA contract) • Artist retains 90% of recorded goods (CDs, vinyl, etc.) • Venue/Producer manages sales operations
• All Artist merchandise revenue goes to Artist per industry standard Festival Merchandise:
• Producer retains 100% of Cathedral City and Hot Air Balloon Festival branded merchandise Producer/Event Merchandise:
• Producer may sell event-specific merchandise
• Producer retains 100% of revenue
5.3 Sponsorship Revenue
Agua Caliente Casinos Presenting Sponsorship:
• $40,000 presenting sponsorship is reinvested directly into festival enhancement, including marketing, promotional activities, special events, elevated programming, and overall production quality
• This sponsorship does not reduce City costs or contribute to City revenue recovery • Logo placement on tickets, marketing materials, and venue signage per existing agreement Concert-Specific Sponsorships:
• Additional sponsorships secured specifically for Robin Thicke concert (beyond existing Agua Caliente agreement)
• Revenue: 100% to City for cost recovery
• Both Parties may pursue concert-specific sponsorships with coordination and mutual approval
Note: City's revenue participation in this concert event consists of: (1) ticket sales (75/25 split after Producer cost recovery), and (2) concert-specific sponsorships secured for the Robin Thicke headline performance.
5.4 VIP Experiences and Premium Packages
Producer may offer enhanced VIP packages including:
• Meet & greet with Artist (subject to Artist availability and approval per CAA contract - maximum 30 people, 20 minutes)
• Photo opportunities with Artist (if approved)
• Enhanced hospitality and premium amenities
• Backstage access or tour experiences
VIP package revenue (beyond base ticket price): 100% to Producer All VIP offerings must comply with CAA contract restrictions and receive Artist management approval.
ARTICLE 6: MARKETING, PROMOTION, AND ARTIST REQUIREMENTS
6.1 Marketing Timeline
• Public Announcement: October 7, 2025 (subject to Artist management approval) • Ticket Sales Launch: October 7, 2025
• Marketing Campaign Period: October 7 - November 21, 2025
6.2 Artist Marketing Approval Requirements (per CAA Contract) CRITICAL COMPLIANCE PROVISIONS:
All of the following require pre-approval from Artist management, Artist's representatives, or CAA in writing:
• Any usage of Artist's name, image, or likeness in marketing materials • Press releases and media announcements
• Advertising and promotional materials (digital and print) • Social media posts featuring Artist
• No announce or on-sale permitted without CAA approval
6.3 Marketing Asset Procurement
• City/Producer must contact Brian Kerwick ([email protected] / +1 212-556-6682) for all pre-approved assets
• All localized promotional materials must be sent to Brian Kerwick for review and final approval
• Any discounting (Groupon, etc.), dynamic pricing, flex pricing, or premium pricing requires written approval from Artist/CAA
6.4 Artist Social Media Commitments (per CAA Contract)
Artist shall provide:
• One social media post upon show announcement (on all Artist social media platforms) • One social media post during week of show
• One 15-30 second video announcement liner
These deliverables are subject to Artist's schedule availability and are requests rather than contractual obligations unless specifically confirmed by Artist management.
6.5 Media and Promotional Requests
Per CAA Contract: No marketing or media deliverable asks can be confirmed contractually without prior written approval from Artist/CAA. This includes:
• Ad-promo requests
• Media inquiries and press interviews
• On-site promotional asks
• Radio or video liners beyond the one confirmed video liner All such asks are requests only and Artist is not obligated to participate unless pre-approved in writing.
6.6 Photography and Recording Policy (per CAA Contract) Strictly Prohibited Without Pre-Approval:
• Professional photography
• Audio recording
• Video recording
• Live streaming
• Live broadcasts or webcasts
If City/Producer requests to take photos/videos/recordings, must abide by Artist's photo/video/recording policy and obtain written pre-approval from Artist management/CAA before any dissemination.
Artist/Company has the right to require City/Producer to immediately remove any content embodying Artist upon reasonable request.
City/Producer shall take reasonable measures to ensure patron compliance with no-recording policy on cell phones and recording devices.
6.7 Billing and Promotional Credits
• Artist receives 100% Top Headline Billing and will close the show • No other artist or performer may be billed above or equal to Artist • All promotional materials must reflect Artist as sole headliner for Friday performance
6.8 Show-Specific Sponsor Restrictions
Per CAA contract: No show-specific sponsor is permitted without prior written approval by Artist management.
Agua Caliente Casinos presenting sponsorship for overall festival is approved. Any concert-specific sponsor must be submitted for Artist approval.
ARTICLE 7: INSURANCE AND LIABILITY
7.1 Producer Insurance Requirements
Producer shall obtain and maintain the following insurance coverage:
General Liability Insurance:
• Minimum coverage: $2,000,000 per occurrence / $4,000,000 aggregate • Coverage for bodily injury, property damage, and personal injury • City of Cathedral City named as additional insured
Workers' Compensation Insurance:
• As required by California law for all Producer employees and subcontractors • Minimum statutory limits
Equipment Coverage:
• All-risk coverage for production equipment, instruments, and gear • Minimum coverage equal to replacement value
Certificate of Insurance:
• Producer shall provide Certificate of Insurance to City at least 14 days prior to event date • Certificate shall name City of Cathedral City as additional insured • Certificate shall confirm coverage is primary and non-contributory
7.2 City Insurance
City shall maintain:
• General liability coverage for venue and municipal event operations • Special event insurance including cancellation and weather coverage • Property insurance for venue and facilities
Per CAA Contract: City does not list Artist or Artist's parties as additional insured, and Artist will not list City as additional insured (mutually agreed).
7.3 Independent Contractor Status
Producer is an independent contractor, not an employee or agent of City. Producer is responsible for all taxes, workers' compensation, benefits, and employment obligations for Producer's employees and subcontractors.
Per CAA Contract: The parties are acting as independent contractors and not as partners, co- venturers, joint venturers, or in an employee-employer relationship.
7.4 Indemnification
Producer Indemnification: Producer shall indemnify, defend, and hold harmless City, its officers, officials, employees, and agents from and against all claims, damages, losses, and expenses (including attorney's fees) arising out of or resulting from Producer's negligent acts or omissions in performance of this Agreement, except to the extent caused by City's negligence or willful misconduct.
City Indemnification: City shall indemnify, defend, and hold harmless Producer, its officers, employees, and agents from and against all claims, damages, losses, and expenses (including attorney's fees) arising out of or resulting from City's negligent acts or omissions in performance of this Agreement, except to the extent caused by Producer's negligence or willful misconduct.
ARTICLE 8: CANCELLATION AND FORCE MAJEURE
8.1 Artist Cancellation
Per CAA Contract: There are no cancellation privileges for this contract by either party unless such cancellation is due to material breach of contract, force majeure, or inclement weather.
If Artist cancels the performance for reasons other than force majeure or material breach:
• Producer shall refund 100% of City's payments ($80,000) within 15 days • Producer shall use commercially reasonable efforts to secure comparable replacement artist
• If replacement artist is secured at different cost, Parties shall negotiate amended terms in good faith
• City may elect to cancel event and receive full refund rather than accept replacement
8.2 City Cancellation
If City cancels this Agreement without cause:
• City must provide written notice as soon as practicable • If cancellation occurs more than 60 days prior to event: City pays $20,000 cancellation fee • If cancellation occurs 30-60 days prior to event: City pays $40,000 cancellation fee (50% of investment)
• If cancellation occurs less than 30 days prior to event: City pays full $80,000 (100% of investment)
Producer shall use reasonable efforts to mitigate damages and shall refund any amounts recoverable from Artist cancellation.
8.3 Force Majeure
Neither Party shall be liable for failure to perform due to causes beyond reasonable control, including but not limited to:
• Acts of God (earthquake, flood, fire, severe weather)
• Natural disasters making performance unsafe or impossible • Pandemic, epidemic, or public health emergency
• Government orders, restrictions, or venue closure mandates • Artist illness, injury, or death
• Venue damage or unavailability
• Terrorism or threat of terrorism
• War or civil unrest
8.4 Inclement Weather
Per CAA Contract: Cancellation language follows CAA/REG pre-negotiated terms for weather cancellations.
• Performance is outdoor event subject to weather conditions • Light rain or moderate wind does not constitute grounds for cancellation • Severe weather making performance unsafe for artists, crew, or patrons may warrant cancellation
• Decision to cancel due to severe weather shall be made jointly by both Parties in consultation with Artist management and venue management • Decision should be made as early as practicable, ideally no later than 2 hours before doors open
Weather Cancellation Procedures:
• If cancelled due to severe weather, all ticket purchasers receive full refunds • City and Producer negotiate equitable distribution of non-recoverable costs • Neither Party liable for consequential damages due to weather cancellation
8.5 Event Postponement
If event is postponed to alternate date:
• If alternate date secured within 90 days, this Agreement remains in effect with modified date
• Artist must approve alternate date (subject to Artist availability) • All terms remain the same unless modified by mutual written agreement • If alternate date cannot be secured within 90 days, event deemed cancelled per force majeure
Ticket holders entitled to refund or exchange for rescheduled date, at their option.
ARTICLE 9: TERM AND TERMINATION
9.1 Agreement Term
This Agreement is effective upon execution by both Parties and continues through:
• Event completion on November 21, 2025
• Final revenue reconciliation and production cost documentation • Final payment distribution (approximately 30 days post-event) Full term estimated at approximately 60 days from execution through final settlement.
9.2 Termination for Material Breach
Either Party may terminate this Agreement for material breach by the other Party, provided:
1. Written Notice: Breaching Party receives written notice specifying the material breach
2. Cure Period: Breaching Party has 10 business days to cure the breach
3. Termination: If breach is not cured within cure period, non-breaching Party may terminate upon written notice
Material breaches include:
• Failure to make required payments when due
• Failure to provide agreed-upon production services or venue access • Violation of Artist contract terms creating liability exposure • Failure to maintain required insurance coverage
• Misrepresentation of material facts
• Failure to provide adequate documentation of production costs
9.3 Consequences of Termination
Upon termination for cause:
• Breaching Party liable for all damages and costs incurred by non-breaching Party • Non-breaching Party entitled to recover attorney's fees and costs • Any payments made may be retained by non-breaching Party as damages
9.4 Survival
The following provisions survive termination or expiration of this Agreement:
• Payment obligations
• Revenue reconciliation and distribution
• Indemnification obligations
• Confidentiality provisions
• Dispute resolution procedures
ARTICLE 10: ADDITIONAL PROVISIONS
10.1 Confidentiality
Per CAA Contract: All terms are strictly confidential.
Both Parties agree to maintain confidentiality of:
• Financial terms and revenue sharing arrangements
• Artist fee and contract terms
• Production costs and budgets
• Ticket sales data (except as required for reporting or reconciliation) • Proprietary business information
Exceptions: Information may be disclosed as required by law, court order, or for reporting to government agencies.
10.2 Entire Agreement and Amendments
This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, or agreements, whether written or oral.
This Agreement may only be modified by written amendment signed by authorized representatives of both Parties.
No oral modifications or course of dealing shall modify the terms herein.
10.3 Assignment and Delegation
Neither Party may assign this Agreement or delegate its obligations without prior written consent of the other Party, except:
• Producer may subcontract production services while remaining liable for performance • City may assign to successor municipal entity
Any attempted assignment without consent is void.
10.4 Governing Law and Venue
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflicts of law principles.
Any disputes arising under this Agreement shall be resolved in the courts of Riverside County, California, and the Parties consent to jurisdiction and venue in such courts.
10.5 Dispute Resolution
Prior to initiating litigation, the Parties agree to:
1. Good Faith Negotiation: Attempt to resolve disputes through good faith negotiation between City Manager and Producer's authorized representative
2. Mediation: If negotiation unsuccessful within 30 days, participate in non-binding mediation with mutually agreed mediator
3. Litigation: If mediation unsuccessful, either Party may pursue remedies in Riverside County Superior Court
This provision does not limit either Party's right to seek injunctive relief for immediate and irreparable harm.
10.6 Notices
All notices, demands, or communications required or permitted under this Agreement shall be in writing and delivered by:
• Personal delivery
• Certified mail, return receipt requested
• Overnight courier service (FedEx, UPS)
• Email (with confirmation of receipt)
Notices to City:
Interim City Manager
City of Cathedral City
68700 Avenida Lalo Guerrero
Cathedral City, CA 92234
Email: [email protected]
Notices to Producer:
Steve Clayton, President & Founder
SoundSkilz Entertainment
PO Box 891720
Temecula, CA 92589
Email: [email protected]
Phone: (951) 712-9709
Notices are deemed received:
• Personal delivery: upon delivery
• Certified mail: 3 business days after mailing
• Overnight courier: next business day
• Email: upon confirmation of receipt
10.7 Severability
If any provision of this Agreement is held invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed from this Agreement.
All remaining provisions shall continue in full force and effect.
10.8 Waiver
No waiver of any breach or default shall constitute a waiver of any subsequent breach or default.
Failure of either Party to enforce any provision shall not be construed as waiver of the right to enforce such provision in the future.
10.9 Counterparts and Electronic Signatures
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.
Electronic signatures and PDF signatures shall have the same legal effect as original signatures.
10.10 Authority to Execute
Each Party represents and warrants that:
• The individual executing this Agreement has full authority to bind the Party • The Party has taken all necessary actions to authorize execution • Execution and performance do not violate any other agreements or obligations
10.11 Third-Party Beneficiaries
This Agreement is for the sole benefit of the Parties and their permitted successors and assigns. No third party shall have any rights under this Agreement, except as expressly provided herein.
10.12 Compliance with Laws
Both Parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances in performance of this Agreement, including but not limited to:
• Labor and employment laws
• Health and safety regulations
• Entertainment licensing requirements
• ADA accessibility requirements
• California Public Records Act (for City)
• Tax and business licensing requirements
ARTICLE 11: SPECIAL PROVISIONS
11.1 Artist Meet & Greet (per CAA Contract)
Producer shall coordinate Artist meet & greet with sponsors and City officials per the following specifications:
• Maximum 30 people
• Maximum 20 minutes duration
• Per Artist's specifications and advance approval
• No tickets may be sold with meet & greet attached
• Subject to Artist availability and approval
11.2 Prohibited Activities (per CAA Contract)
The following are strictly prohibited:
• Poster or flyer autograph-signing sessions with Artist • Sale of tickets with autograph-signing attached
• Any commercial use of Artist's image or likeness without approval • Recording or photography without written pre-approval
11.3 Performance Specifications (per CAA Contract)
• Artist shall perform one approximately 75-minute set
• Performance length at Artist's discretion
• Repertoire at Artist's sole discretion
• Artist to receive 100% top headline billing
• Artist will close the show
11.4 Open to All Ages (per CAA Contract)
Engagement is open to all ages. No age restrictions for attendance.
11.5 Producer Contact Information
Production Contact:
Gary Stalling
Email: [email protected]
Phone: (951) 712-9709
Business Contact:
Steve Clayton, President & Founder
Email: [email protected]
Phone: (951) 712-9709
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
CITY OF CATHEDRAL CITY
By: ___________________________________
Name: Anne Ambrose
Title: Interim City Manager
Date: _________________________________
APPROVED AS TO FORM:
By: ___________________________________
Name: Eric Vail
Title: City Attorney
Date: _________________________________
SOUNDSKILZ ENTERTAINMENT
By: ___________________________________
Name: Steve Clayton
Title: President & Founder
Date: _________________________________
ACKNOWLEDGMENT
The Parties acknowledge that they have read this Agreement, understand its terms, and agree to be bound by its provisions. The Parties further acknowledge that this Agreement represents a fair and equitable partnership that balances the City's financial interests with appropriate compensation for Producer's substantial production investment ($65,111) and expertise through a two-phase revenue structure: Producer cost recovery followed by 75/25 profit split favoring City.