Item D-13 Agenda Report — Beverly Hills City Council, June 21, 2022

AGENDA REPORT
Meeting Date: June 21, 2022
Item Number:

To: Honorable Mayor & City Council
From: Laura Biery, Marketing and Economic Sustainability Manager Subject: A. FOURTH RENEWAL OF PERMISSION AGREEMENT WITH UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
(UNIVERSAL ORLANDO) FOR USE OF THE BEVERLY HILLS
SHIELD
B. FOURTH RENEWAL OF PERMISSION AGREEMENT WITH

UNIVERSAL CITY STUDIOS LLC (UNIVERSAL JAPAN) FOR

USE OF THE BEVERLY HILLS SHIELD
C. PERMISSION AGREEMENT WITH BEIJING INTERNATIONAL
RESORT CO., LTD. THEME PARK AND RESORT MANAGEMENT

BRANCH (UNIVERSAL BEIJING) FOR USE OF THE BEVERLY

HILLS SHIELD
Attachments: 1. Agreement with Universal Orlando

2. Agreement with Universal Japan

3. Agreement with Universal Beijing

4. April 6, 2022 Liaison Report (Without attachments)

RECOMMENDATION
The Beverly Hills City Council Liaison Branding and Licensing Committee, Councilmember Mirisch and Councilmember Friedman, recommends the City Council:
1) Approve the fourth renewal of the permission agreement with Universal Orlando for use of the Beverly Hills Shield (Attachment 1);
2) Approve the fourth renewal of the permission agreement with Universal Japan for use of the Beverly Hills Shield (Attachment 2); and
3) Approve the permission agreement with Universal Beijing for use of the Beverly Hills Shield (Attachment 3).

INTRODUCTION
This item seeks City Council approval of the recommendation of the Beverly Hills City Council Liaison Branding and Licensing Committee to approve the permission

BEVERLW
HILLS
d
D-13
Meeting Date: June 21, 2022

Page 2 of 3 ends

agreements with Universal Orlando, Universal Japan, and Universal Beijing for use of the Beverly Hills shield in each theme park for a duration of five years (January 1, 2022 – December 31, 2026). The City will receive a total of $30,000 per agreement over the course of the five-year agreements for a total licensing revenue of $90,000 from all three agreements combined.

DISCUSSION
Staff receives inquiries from individuals and businesses looking to use the Beverly Hills shield or its likeness on products and merchandise. As requests are received, they are reviewed by the Beverly Hills City Council Liaison Branding and Licensing Committee (Committee). The Committee met on November 29, 2021, to originally discuss the use of the Beverly Hills shield by Universal Studios and provide direction. At that time, Bradford Licensing LLC, the City/Chamber of Commerce’s previous branding agency for the prior Universal Agreements dating as far back as 2002, was in attendance to receive feedback and direction.

The Committee directed Bradford Licensing LLC to work with Universal Studios on the following items and return to the Committee when reconciled:
1) Include an escalator annually in the permission agreements 2) Provide a comparison to other licensees such as “I Love NY” 3) Reduce the renewal period to four years for Orlando and Japan to align with Singapore Agreement scheduled to end in 2025
4) Offer a four year term for Beijing to be through 2025 5) Obtain theme park attendance numbers
Bradford Licensing LLC ultimately was not able to achieve the requested items and relinquished the licensing negotiations back to the City to be handled by CMG Worldwide moving forward. CMG has been the City’s licensing agency since 2013.

The City’s prior agreements for Universal Studios Orlando and Universal Studios Japan for the use of the Beverly Hills shield expired on December 31, 2021. Additionally, Universal Studios requested a new permission agreement for the use of the Beverly Hills shield for its Beijing theme park, which opened in September of 2021. The Committee encouraged the licensing parties to work in good faith to achieve an agreement and return back when an agreement had been reached, even if that was after the December 31, 2021 expiration date.

On April 6, 2022, the Committee met again and reviewed the new terms negotiated by CMG Worldwide with Universal Studios. The attached permission agreements include an annual escalator as requested by the Committee. However, the following items the Committee requested in November 2021 to be considered for inclusion in the license agreements and/or information to be provided to the City as background were not able to be achieved:
1) The representatives from CMG Worldwide are not able to share proprietary licensing terms for other brands.
2) The term of the agreements are not able to be reduced to four years (2022-2025) and instead are listed as five years (2022-2026).
3) Universal Studios is unable to provide park attendance numbers.

After review, the Committee recommended approval of the terms and for the item to be brought to a future City Council meeting.

Meeting Date: June 21, 2022

Page 3 of 3 ends

This item, if approved by the City Council, approves the execution of the fourth renewal of permission agreement with Universal Orlando, the fourth renewal of permission agreement with Universal Japan, and a permission agreement with Universal Beijing all for use of the Beverly Hills shield.

FISCAL IMPACT
The combined fiscal impact of the Universal Studios Orlando fourth renewal of permission agreement, the Universal Studios Japan fourth renewal of permission agreement, and the Universal Studios Beijing new permission agreement is $90,000 over the duration of the agreements from January 1, 2022 through December 31, 2026.

Universal Studios
Location: Beijing Orlando Japan
Current Expiration Date N/A 12/31/2021 12/31/2021
Current License Fee Per
Year N/A $3,000
Year 1
(2017) $3,000
Year 2-5
(2018-2021)
$5,000
Total for Prior Five
Years N/A $15,000 $23,000
Proposed Expiration
Date 12/31/2026 12/31/2026 12/31/2026
Proposed License Fee
for 2022 $5,000 $5,000 $5,000
Proposed License Fee
for 2023 $5,500 $5,500 $5,500
Proposed License Fee
for 2024 $6,000 $6,000 $6,000
Proposed License Fee
for 2025 $6,500 $6,500 $6,500
Proposed License Fee
for 2026 $7,000 $7,000 $7,000
Total for Proposed
Term of Five Years $30,000 $30,000 $30,000
It should be noted that in addition to the requested permission agreement renewals for Orlando and Japan, as well as the new theme park permission agreement for Beijing, the City has one other existing license agreement with Universal Studios for its theme park in Singapore which was renewed in 2021. In January 2021, the City Council approved the continuation of the permission agreement with Universal Studios for using the likeness of the City’s shield at its Singapore theme park with compensation to the City at $5,000 per year for five years for a total of $25,000. This approved agreement will expire December 31, 2025.

If the Orlando, Japan, and Beijing agreements are approved, this would bring the total revenue from the permission agreements with Universal Studios for the four theme parks to $115,000 between 2021-2026.

Nancy Hunt Coffey,
Assistant City Manager
Approved By
Attachment 1

Page 1 of 2 ends

NBCUniversal:6708027v4

FOURTH RENEWAL OF PERMISSION AGREEMENT
THIS FOURTH RENEWAL OF PERMISSION AGREEMENT dated effective January 1, 2022, is entered into by and between the City of Beverly Hills (“Licensor”) and Universal City Development Partners, Ltd. (“Licensee”) as successor-in-interest to Universal City Development Partners, LP, and is made with reference to that certain PERMISSION AGREEMENT dated January 1, 2002 (the “Agreement”) and the RENEWAL OF PERMISSION AGREEMENT (the “Renewal Agreement”) dated September 1, 2008, the SECOND RENEWAL OF PERMISSION AGREEMENT dated August 8, 2011, and the THIRD RENEWAL OF PERMISSION AGREEMENT dated January 4, 2017, the term (“Term”) of which expired as of December 31, 2021 (the “Third Renewal Agreement”).

WHEREAS, the Licensor is the owner of the Beverly Hills Shield Design Trademark and service mark (the “Property”) and the City has granted to License a non-exclusive license to use the Property; and
WHEREAS, Licensee has continued to use the Property and paid consideration to the Licensor and/or its licensing agent each year during the Term, and Licensor has accepted such consideration; and
WHEREAS, the parties wish to formally document the extension of the Term for an additional five (5) year period.

NOW, THEREFORE in consideration of the promises and terms contained in the Agreement and herein below, the value and sufficiency of which is hereby acknowledged, the parties agree to amend the Agreement as follows:

1. The Term, as described in Section 2(b) of the Agreement is hereby extended for an additional five (5) years commencing January 1, 2022 through and including December 31, 2026 (the “Fourth Renewal Term”).

2. Section 1 is hereby amended to add the following Consideration, to be paid by Licensee to Licensor upon the dates set below:

Date Amount Time Period Covered
Within 30 days of Execution $5,000.00 Calendar Year 2022 January 1, 2023 $5,500.00 Calendar Year 2023
January 1, 2024 $6,000.00 Calendar Year 2024
January 1, 2025 $6,500.00 Calendar Year 2025
January 1, 2026 $7,000.00 Calendar Year 2026
DocuSign Envelope ID: 6C2CCFBB-B4E8-48BC-B981-F6BA1AF705A9

Page 2 of 2 ends

NBCUniversal:6708027v4

3. Section 14 of the Agreement is hereby amended to reflect that payments under this agreement for the Fourth Renewal Term shall be sent to the following:

CMG Worldwide
9229 Sunset Boulevard
Penthouse 950
West Hollywood, CA 90069
Attention: Azadeh Sinai Samimi

4. Except as specifically modified by this Fourth Renewal of Permission Agreement, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Renewal of Permission Agreement effective as of the date and year set forth herein above. “Licensor”

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
“Licensee”
UNIVERSAL CITY DEVELOPMENT PARTNERS, LTD.
_______________________ ____________________________

JIM TIMON TRACEY STOCKWELL
SVP, Entertainment EVP and CFO
DocuSign Envelope ID: 6C2CCFBB-B4E8-48BC-B981-F6BA1AF705A9 Certificate Of Completion
Envelope Id: 6C2CCFBBB4E848BCB981F6BA1AF705A9 Status: Sent Subject: Please DocuSign: CLEAN - Beverly Hills Shield Fourth Renewal of Permission Agreement.DOCX Source Envelope:

Document Pages: 2 Signatures: 3 Envelope Originator:

Certificate Pages: 3 Initials: 0 Cindy Owens
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/26/2022 9:58:30 AM
Holder: Cindy Owens
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jim Timon
[email protected]
Senior VP Entertainment
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 97.102.128.168
Signed using mobile
Sent: 5/26/2022 10:14:18 AM
Resent: 6/3/2022 4:36:44 PM
Viewed: 6/4/2022 8:00:30 AM
Signed: 6/4/2022 8:01:17 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Tracey Stockwell
[email protected]

EVP/CFO UOR
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 192.96.192.6
Sent: 5/26/2022 10:14:18 AM
Viewed: 5/26/2022 12:18:22 PM
Signed: 5/26/2022 12:18:30 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 6/4/2022 8:01:18 AM
Viewed: 6/4/2022 8:54:42 AM
Signed: 6/4/2022 8:54:58 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cynthia L Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 6/4/2022 8:55:00 AM
Viewed: 6/4/2022 10:07:27 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Do DoccuuSi Siggn n
Signer Events Signature Timestamp
George Chavez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2022 10:14:19 AM
Viewed: 5/26/2022 10:22:18 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Sandra Chen
[email protected]
VP, Legal
NBCUniversal
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2022 10:27:28 AM
Viewed: 5/27/2022 1:29:55 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
COPIED

I COPIED
COPIED

I COPIED
Carbon Copy Events Status Timestamp
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/26/2022 10:14:19 AM
Payment Events Status Timestamps
Attachment 2

Page 1 of 2 ends

FOURTH RENEWAL OF PERMISSION AGREEMENT
THIS FOURTH RENEWAL OF PERMISSION AGREEMENT dated effective January 1, 2022, is entered into by and between the City of Beverly Hills (“Licensor”) and Universal City Studios LLC (“Licensee”) as successor-in-interest to Universal City Studios LLLP, and is made with reference to that certain PERMISSION AGREEMENT dated August 4, 2004 (the “Agreement”) and the RENEWAL OF PERMISSION AGREEMENT (the “Renewal Agreement”) dated September 1, 2008, the SECOND RENEWAL OF PERMISSION AGREEMENT dated January 1, 2012, and the THIRD RENEWAL OF PERMISSION AGREEMENT dated August 30, 2017, the term (“Term”) of which expired as of December 31, 2021 (the “Third Renewal Agreement”).

WHEREAS, the Licensor is the owner of the Beverly Hills Shield Design Trademark and service mark (the “Property”) and the City has granted to License a non-exclusive license to use the Property; and
WHEREAS, Licensee has continued to use the Property, appearing on one sign inside Universal Studios Japan, as dictated by the Permission Agreement, and paid consideration to the Licensor and/or its licensing agent each year during the Term, and Licensor has accepted such consideration; and
WHEREAS, the parties wish to formally document the extension of the Term for an additional five (5) year period.

2. Section 1 is hereby amended to add the following Consideration, to be paid by Licensee to Licensor upon the dates set below:

Page 2 of 2 ends

3. Section 14 of the Agreement is hereby amended to reflect that payments under this agreement for the Fourth Renewal Term shall be sent to the following:

CMG Worldwide
9229 Sunset Boulevard
Penthouse 950
West Hollywood, CA 90069
Attention: Azadeh Sinai Samimi

4. Except as specifically modified by this Fourth Renewal of Permission Agreement, all terms and conditions of the Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Fourth Renewal of Permission Agreement effective as of the date and year set forth herein above. “Licensor”

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
“Licensee”

UNIVERSAL CITY STUDIOS LLC
_______________________ ____________________________
CLIFF MAYHALL GREGORY T. KAISER
Vice President SVP Controller
DocuSign Envelope ID: FCA2E80C-270F-457A-B152-49B09E6E6F85 ru, nu, kai kaissur ur
Certificate Of Completion
Envelope Id: FCA2E80C270F457AB15249B09E6E6F85 Status: Sent Subject: Please DocuSign: CLEAN - Beverly Hills Shield Fourth Renewal of USJ Permission Agreement.DOCX Source Envelope:

Document Pages: 2 Signatures: 3 Envelope Originator:

Certificate Pages: 3 Initials: 0 Cindy Owens
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
455 N. Rexford Drive
Beverly Hills, CA 90210
[email protected]
IP Address: 198.245.189.166
Record Tracking
Status: Original
5/26/2022 10:14:36 AM
Holder: Cindy Owens
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Cliff Mayhall
[email protected]
Sr. Director, Legal Affairs
NBCUniversal
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 192.96.192.6
Sent: 5/26/2022 10:19:56 AM
Viewed: 5/27/2022 1:04:15 AM
Signed: 5/27/2022 1:04:53 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Greg Kaiser
[email protected]
SVP, Controller-UPR
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Signed by link sent to
[email protected]
Using IP Address: 192.96.192.6
Sent: 5/26/2022 10:19:56 AM
Viewed: 5/26/2022 11:02:33 AM
Signed: 5/26/2022 11:03:10 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Signed by link sent to [email protected]
Using IP Address: 23.243.217.91
Signed using mobile
Sent: 5/27/2022 1:04:55 AM
Viewed: 5/27/2022 8:23:36 AM
Signed: 5/27/2022 8:27:22 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Cynthia L Owens
[email protected]
Policy & Management Analyst
City of Beverly Hills
Security Level: Email, Account Authentication
(None)
Sent: 5/27/2022 8:27:23 AM
Viewed: 5/27/2022 12:42:26 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Lili Bosse
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Huma Ahmed
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 5/26/2022 10:19:56 AM
Viewed: 5/26/2022 10:23:06 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Adrianne Tarazon
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Dorina Mohan
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Jackie Perez
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

I COPIED I COPIED
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 5/26/2022 10:19:57 AM
Payment Events Status Timestamps
Attachment 3
B0785-0001\2655700v2.doc

CITY OF BEVERLY HILLS
PERMISSION AGREEMENT, dated January 1st, 2022

1. Licensor: City of Beverly Hills (“Licensor”)
455 N. Rexford Drive
Beverly Hills, California 90210

2. Licensee: Beijing International Resort Co., Ltd. (“Licensee”) Theme Park and Resort Management Branch
Legal Affairs, 2/F, Building 805, BOH, 6 Dujiaqu North Street Tongzhou District, Beijing
Contact: Shawn Yun
Senior Vice President, Legal Affairs and Compliance
[email protected]
Licensee is the owner and operator of Universal Beijing Resort (“UBR”).

3. Property: The Beverly Hills Shield Design®
, including, without limitation, the
associated trademarks, service marks and logos, relating thereto necessary to permit the Licensed Use set forth below (collectively, the “Property”).

4. Licensed Use: Non-exclusive, limited non-transferable right to use the Property in the DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc
Territory (as defined below) during the Term (as defined below) in association with UBR, as:
(i) Use of the Property, appearing on one sign inside UBR (ii) An incidental element in photos and drawings of UBR, in park maps, brochures and other marketing materials.

Any additional uses of the Property by the Licensee shall be subject to the prior written approval of the Licensor and may be subject to an additional License Fee.

5. Licensed Fee: Non-refundable sum of Five Thousand United States Dollars, (U.S. $5,000.00) (“License Fee”) per annum. Upon Licensee’s execution of this Agreement, the License Fee shall be made payable and delivered to the Licensing Representative for the City of Beverly Hills, CMG Worldwide, LLC, having its place of business at 9229 Sunset Boulevard, Penthouse 950, West Hollywood, CA 90069, Attention: Azadeh Sinai Samimi.

DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc
If Licensee is required to withhold any taxes from any License Fees to be paid to Licensor, Licensee may deduct the required amount prior to remitting the balance of the License Fees to Licensor.

6. Payment schedule as follows:

Date Amount Time Period Covered
Within 60 days of execution
of this Agreement $5,000.00 Calendar Year 2022
January 1st, 2023 $5,500.00 Calendar Year 2023
January 1st, 2024 $6,000.00 Calendar Year 2024
January 1st, 2025 $6,500.00 Calendar Year 2025
January 1st, 2026 $7,000.00 Calendar Year 2026

7. Term: Five (5) years, commencing on January 1st, 2022 and expiring on December 31st, 2026, or unless sooner terminated as provided in Exhibit “A.” Licensee shall have the right to terminate this Permission Agreement after two (2) years from the date of commencement in the event that the “Property” will not be used to any further extent (as specified below in Section 21 “Termination.”)

8. Territory: People’s Republic of China (“Territory”).

DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc

9. Trademark Notice: Licensee shall include the following legal line when utilizing the Property or any portion thereof for any advertising, marketing or promotional materials:

The BEVERLY HILLS SHIELD DESIGN®is a registered
trademark of the City of Beverly Hills. All Rights
Reserved.

10. Samples:No fewer than two (2) photos of the completed and installed Licensed Use to Licensor, at Licensee’s sole expense. Licensee hereby represents and warrants that it will not use the Property in any way that is detrimental to the image or reputation of the Licensor or the Property.

11. Limitation of License. Licensee represents and warrants that any and all uses and/or occurrences of the Property shall be used only as expressly permitted pursuant to Section 4 above.

Should Licensee desire to utilize the Property in connection with any other additional use(s) not explicitly permitted pursuant to the terms of this Agreement, and Exhibit “A,” Licensee shall contact Licensor to secure written permission for such additional use(s) and Licensee agrees to remit a mutually agreed upon additional license fee prior to any such additional use(s) of the Property.

By signing in the spaces provided below, Licensee affirms that it is in agreement with the foregoing and that it has read and understands and agrees to be legally bound by Exhibit "A" (Standard Terms and Conditions) attached and incorporated hereto. Licensee further agrees that this Agreement, consisting of the above, the attached Exhibit “A” and any rider making specific reference to this Agreement that Licensee agrees to in writing, shall also serve as an invoice to Licensee with respect to DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc
the amounts payable as set forth above and Licensee hereby agrees to pay such amounts to Licensor as and when specified above upon mutual execution. This Agreement shall not be binding unless and until Licensee separately signs by an authorized representative and remits payment of any monies due upon execution and Licensor fully executes and delivers same to Licensee.

ACCEPTED AND AGREED TO:
“Licensor”

CITY OF BEVERLY HILLS
A Municipal Corporation
____________________________

LILI BOSSE
Mayor of the City of Beverly Hills, California
ATTEST:
______________________(SEAL)

HUMA AHMED
City Clerk
APPROVED AS TO FORM: APPROVED AS TO CONTENT:
_______________________ ____________________________
LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager
DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc
“Licensee”
BEIJING INTERNATIONAL RESORT CO., LTD.

THEME PARK AND RESORT MANAGEMENT BRANCH
_______________________ ____________________________

JOE HOSKIN FLORA XIANG
EVP & General Manager CFO

CMG WORLDWIDE, LLC
By: _____________________________
Name: MARK ROESLER
Title: Chairman and CEO
Date: __________________________
By: _____________________________
Name: MARIA GEJDOSOVA
Title: Chief Financial Officer
Date: __________________________
DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 June 9, 2022 | 12:19 PDT
June 7, 2022 | 08:41 PDT
B0785-0001\2655700v2.doc
EXHIBIT "A"

PERMISSION AGREEMENT

STANDARD TERMS AND CONDITIONS
These Standard Terms and Conditions shall be
deemed fully incorporated in the Permission
Agreement ("Underlying Agreement") to which
this Exhibit "A" is attached, and these Standard
Terms and Conditions and the Underlying
Agreement shall hereinafter be collectively
referred to as the "Agreement." All terms shall,
unless expressly provided to the contrary herein,
have the same respective meanings as set forth
in the Underlying Agreement. Unless expressly
provided to the contrary herein, to the extent
that any provision of these Standard Terms and
Conditions conflicts with any provision of the
Underlying Agreement, the Underlying
Agreement shall control.

12. Artwork Approval Process. So long as
Licensee’s permitted use of the Property is
substantially similar to the artwork already
submitted by Licensee, Licensor hereby
approves the use of the Property in connection
with the signs to be used at Universal Beijing
Resort, and as set forth herein, and waives any
and all rights to make any claim against Licensee
for use of the Property as approved only.

13. Goodwill. Licensee acknowledges the
unique value, goodwill and rights of Licensor in
and to the Property. Licensee waives all claims of
and to ownership of any proprietary rights in and
to the Property it has or may obtain through its
use of the Property during the Term of this
Agreement and agrees that it shall not, during or
after the Term of this Agreement, contest or
assist others in contesting, either directly or
indirectly, Licensor’s rights in or to the Property.

14. Assignment/Succession. The license
hereby granted is and shall be personal to
Licensee.

15. Reservation of Rights/Entire
Agreement. All rights not specifically granted
herein to Licensee are expressly reserved by
Licensor. This Agreement contains the entire
understanding of the parties concerning the
subject matter hereof. There are no
representations, warranties, promises,
covenants or understandings, implied or
otherwise, other than those herein contained.

All oral representations have been merged
herein. This document supersedes and has
control over all prior representations, if any.

16. Clearances. Subject to the rights
granted by Licensor herein with respect to the
Property, Licensee shall be solely responsible for
obtaining all third party consents and
permissions necessary in connection with the
Licensed Use, including without limitation, all
permissions from copyright owners of all
photographs, images, illustrations, stills, sound
recordings, audio visual recordings, film clips
and/or artwork used in the Licensed Rights and
all appearing therein, whether depicting the
Property or otherwise.

17. Representations, Warranties And
Indemnification. 17.1 Licensee and Licensor
represent and warrant that: (i) each have full
power and authority to conduct their business as
now being conducted and as contemplated
hereby; and hold all necessary licenses and
permits from all government entities for the
proper
conduct of said business; (ii) Licensee and
Licensor have the right, power and authority to
enter into this Agreement and to
perform their respective obligations
hereunder, and neither the execution and
delivery of this Agreement nor the
consummation of the actions contemplated
hereby will (a) violate, conflict with or constitute
a default under any contract to which they are
party, or (b) violate any law binding on them; (iii)
they will comply with all applicable laws,
regulations, ordinances, and other
requirements involving the use of the Property
and the conduct of Licensee’s and Licensor’s
business in connection therewith;
DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc

17.2 Licensor represents and warrants
that it has the right, power and authority to
grant the rights granted by Licensor
hereunder.

17.3 Licensee shall hereby indemnify,
defend and hold harmless Licensor and each of
its officers, employees, (all individually and
collectively referred to as “BH Indemnities”)
from and against any and all third party causes of
action, liabilities, third party claims, actual out of
pocket costs, damages, fines, judgments,
settlements and expenses, (including reasonable
outside attorneys’ fees) arising directly out of,
related to or in connection with Licensee’s use of
the Property in any manner not authorized by
this Agreement. If any action or proceeding is
brought against BH Indemnities by reason of any
such claim(s), Licensee upon notice from BH
Indemnities shall defend BH Indemnities at
Licensee’s sole cost and expense.

17.4 Licensor shall hereby indemnify,
defend and hold harmless Licensee and each of
its officers, employees (all individually and
collectively referred to as “Universal Studios
Indemnities”) from and against any and all third
party causes of action, liabilities, third party
claims, actual out of pocket costs, damages,
fines, judgments, settlements and expenses,
(including reasonable outside attorneys’ fees)
arising from or out of any third party claim
contesting Licensor’s ownership of the Property
and/or its intellectual property rights in the
Property in connection with Licensee’s use of the
Property in any manner authorized by this
Agreement. If any action or proceeding is
brought against Universal StudiosIndemnities by
reason of any such claim(s), Licensor upon notice
from Universal Studios Indemnities shall defend
Universal Studios Indemnities at Licensor’s sole
cost and expense.

18. Cooperation in Enforcement of Rights.

Licensee in its reasonable efforts, may notify
Licensor of any unauthorized uses of the
Property that comes to Licensee’s actual
attention, and at Licensor’s request, may
cooperate with Licensor in any actions
(including, but not limited to, the
commencement of litigation or administrative
proceedings) that Licensor may institute
anywhere in the Territory. Licensor shall
reimburse any and all reasonable costs
(including any and all reasonable attorney
fees) incurred by Licensee in so cooperating.

19. Use of Intellectual Property. Licensee
acknowledges Licensor’s exclusive rights in the
Property and further acknowledges that the
Property is famous, unique and original and that
the City of Beverly Hills (“City”) is the owner
thereof. Licensee agrees that the Property is,
and shall remain; the property of the City and
that Licensee obtains no right, title, or interest
in or to the Property except for the limited
rights set forth in this Agreement. Licensee
waives all claims of and to ownership of any
rights in the Property and agrees that it shall not
at any time dispute or contest, directly or
indirectly, the City’s ownership of the Property,
the City’s exclusive right and title to the
Property and right to use the Property, or the
validity of the Property, nor shall Licensee
assist others in doing so. Licensee also hereby
agrees not to use any variant, colorable
imitation, translation and/or simulation of the
Property and/or any items that are confusingly
similar thereto without prior approval of
Licensor and the City.

20. Survival. The provisions of Sections
13, 14, 17.3, and 19 of this Agreement shall
survive any expiration or termination of this
Agreement.

21. Termination. Licensor shall have the
right to terminate this Agreement immediately
effective upon written and emailed notice to
Licensee at the address set forth in this
Agreement, without prejudice to any rights it
may have, whether pursuant to the provisions
DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 B0785-0001\2655700v2.doc
of this Agreement in law, in equity, or otherwise,
upon Licensee’s failure to perform any of its
material obligations provided for in this
Agreement. Licensor is required to give Licensee
notice of default and also a thirty (30) day cure
period before Licensor can terminate the
Agreement. Upon expiration or termination of
this Agreement, except as otherwise provided
herein, all rights granted Licensee hereunder
shall automatically terminate and Licensee shall
immediately cease all use of the Property.

Licensee shall have the right to terminate this
Permission Agreement after two (2) years in the
event that the “Property” is not to be used to
any further extent.

Licensee shall have the right to terminate this
Agreement immediately effective upon written
and emailed notice to Licensor at the address set
forth in this Agreement, without prejudice to any
rights it may have, whether pursuant to the
provisions of this Agreement in law, in equity, or
otherwise, upon Licensor’s failure to perform any
of its material obligations provided for in this
Agreement, which includes but is not limited to
Licensor’s failure to obtain a registration for the
Property in the relevant classes in the People’s
Republic of China within 36 months of the
effective date of this Agreement. Licensee is
required to give Licensor notice of default and
also a thirty (30) day cure period before Licensee
can terminate the agreement. In the event
Licensor fails to obtain a registration for the
Property in the relevant classes in the People’s
Republic of China as noted herein, Licensee shall
be entitled to a full refund of the License Fee paid
to Licensor up to the date of termination.

22. No Joint Venture. Nothing contained
herein shall be construed to place the partiesin
the relationship of partners or joint ventures, or
principal and agent or employer and employee,
and no party shall have the power to obligate or
bind the other party in any manner whatsoever.

23. Amendment. The provisions of this
Agreement may be modified at any time by
mutual consent of the parties. Any such
agreement or consent shall be ineffective to
modify this Agreement in any respect unless
in writing and signed by both parties.

24. Law Governing/Forum Selection. This
Agreement shall be governed by the laws of
the State of California. All disputes under this
Agreement shall be resolved by the courts of
the State of California, including the United
States District Court for the Central District of
California, and the parties consent to the
jurisdiction of such courts, agree to accept
service of process by mail, and hereby waive
any jurisdiction or venue defenses otherwise
available to them.

If any provision of this Agreement is
held by a court of competent jurisdiction to
be invalid or unenforceable, the remainder
of the Agreement shall continue in full force
and effect and shall in no way be impaired or
invalidated.

25. Notices. All notices, requests, demands
and other communications shall be in writing
and shall be deemed given (i) if delivered
personally or sent by email transmission on the
date given, (ii) if delivered by a courier express
delivery services, on the date of delivery, or (iii)
if by registered or certified mail, postage
prepaid, return receipt requested, seven (7)
days after mailing, to the parties at the
addresses set forth above.

26. Non-Waiver. The waiver, express or
implied, by any of the parties hereto of any
right hereunder or with respect to any failure
to perform or breach hereof by the other party
hereto, shall not constitute or be deemed a
waiver of any other right hereunder or of any
other failure to perform or breach hereof by
any such other party hereto, whether of a
similar or dissimilar nature
DocuSign Envelope ID: 248F0644-5F07-445A-A95E-1615D50E5627 Certificate Of Completion
Envelope Id: 248F06445F07445AA95E1615D50E5627 Status: Sent Subject: Please DocuSign: CLEAN - Beverly Hills Shield Permission Agreement for UBR.pdf Source Envelope:

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Attachment 4
TO:

FROM:

DATE:

SUBJECT:

ATTACHMENTS:

CITY OF BEVERLY HILLS

POLICY AND MANAGEMENT

MEMORANDUM
City Council Liaison/Branding and Licensing
Laura Biery, Marketing and Economic Sustainability Manager April 6, 2022
Request for Renewal of the Agreement for Use of the City Shield by Universal Studios Orlando Theme Park and Universal Studios Japan Theme Park; and
Request for Use of the City Shield by Universal Studios Beijing Theme Park

1. Permission Agreements for Use of the City Shield by Universal Studios Orlando Theme Park -- 2017, 2011, 2008, 2002

2. Renewal Business Terms for Use of the City Shield by Universal Studios Orlando Theme Park

3. Permission Agreements for Use of the City Shield by Universal Studios Japan Theme Park-2017, 2012, 2008, 2004

4. Renewal Business Terms for Use of the City Shield by Universal Studios Japan Theme Park

5. New Business Terms for a Request for Use of the City Shield by Universal Studios Beijing Theme Park

6. Permission Agreement for Use of the Likeness of the City Shield by Universal Studios Singapore Theme Park -- June 21, 2021

INTRODUCTION
The City periodically receives inquiries about the use of the Beverly Hills Shield. Universal Studios Orlando Theme Park ("Universal Studios Orlando") and Universal Studios Japan Theme Park ("Universal Studios Japan") have requested to renew their agreements for use of the Beverly Hills City Shield. Universal Studios Beijing Theme Park ("Universal Studios Beijing") has requested a new agreement for use of the Beverly Hills City Shield.

DISCUSSION
Staff receives inquiries from individuals and businesses looking to use the Beverly Hills shield or its likeness on products and merchandise. As requests are received, they are referred to the City Council Branding and Licensing Liaison Committee (Committee) for review. The Committee met on November 29, 2021 to originally discuss this item and provide direction. At that time, Bradford Licensing LLC, the City/Chamber of Commerce's previous branding agency for the prior Universal Agreements dating as far back as 2002, was in attendance to receive feedback and direction.

The Committee directed Bradford Licensing LLC to work with Universal Studios on the following items and return to the Committee when reconciled:

TO:

FROM:

DATE:

SUBJECT:

ATTACHMENTS:

CITY OF BEVERLY HILLS

POLICY AND MANAGEMENT

1. Permission Agreements for Use of the City Shield by Universal Studios Orlando Theme Park -- 2017, 2011, 2008, 2002

2. Renewal Business Terms for Use of the City Shield by Universal Studios Orlando Theme Park

3. Permission Agreements for Use of the City Shield by Universal Studios Japan Theme Park-2017, 2012, 2008, 2004

4. Renewal Business Terms for Use of the City Shield by Universal Studios Japan Theme Park

5. New Business Terms for a Request for Use of the City Shield by Universal Studios Beijing Theme Park

6. Permission Agreement for Use of the Likeness of the City Shield by Universal Studios Singapore Theme Park -- June 21, 2021

DISCUSSION
Staff receives inquiries from individuals and businesses looking to use the Beverly Hills shield or its likeness on products and merchandise. As requests are received, they are referred to the City Council Branding and Licensing Liaison Committee (Committee) for review. The Committee met on November 29, 2021 to originally discuss this item and provide direction. At that time, Bradford Licensing LLC, the City/Chamber of Commerce's previous branding agency for the prior Universal Agreements dating as far back as 2002, was in attendance to receive feedback and direction.

The Committee directed Bradford Licensing LLC to work with Universal Studios on the following items and return to the Committee when reconciled:
1) Include an escalator annually in the permission agreements 2) Provide a comparison to other licensees such as "I Love NY" 3) Reduce the renewal period to 4 years for Orlando and Japan to align with Singapore Agreement scheduled to end in 2025
4) Offer a 4 year term for Beijing to be through 2025
5) Obtain theme park attendance numbers
The City's prior agreements for Universal Studios Orlando (Attachment 1) and Universal Studios Japan (Attachment 3) for the use of the Beverly Hills City Shield expired on December 31, 2021.

Additionally, Universal Studios is seeking a new agreement for the use of the Beverly Hills City Shield for Beijing, which opened in September of 2021. The Committee encouraged the licensing parties to work in good faith to achieve an agreement and return back when an agreement had been reached, even if that was after the December 31, 2021 expiration date.

Bradford Licensing LLC ultimately was not able to achieve the requested items and relinquished the licensing negotiations back to the City to be handled by CMG Worldwide, the City's current licensing agency.

CMG Worldwide began negotiations with Universal Studios and is returning to the Committee with the following agreement proposals that include an escalator annually. The term of the agreements was not able to be reduced to 4 years (2025) and instead is listed as 5 years.

Universal Studios is not able to provide park attendance numbers. The representatives from CMG Worldwide are also not able to share proprietary licensing terms for other brands however a representative will be in attendance at the meeting to discuss similarities in brands.

Universal Studios Beijing Orlando Japan Location:

Current Expiration Date N/A 12/31/2021 12/31/2021
Year1 $3,000 Current License Fee (2017)
Per Year
N/A $3,000 Year 2-5 $5,000
(2018-2021)
Total for Prior Five N/A $15,000 $23,000 Years
Proposed Expiration 12/31/2026 12/31/2026 12/31/2026 Date Proposed License Fee $5,000 $5,000 $5,000 for 2022
Proposed License Fee $5,500 $5,500 $5,500 for 2023
Proposed License Fee $6,000 $6,000 $6,000 for 2024
Proposed License Fee $6,500 $6,500 $6,500 for 2025
Proposed License Fee $7,000 $7,000 $7,000 for 2026
Total for Proposed $30,000 $30,000 $30,000 Term of Five Years 2 1) Include an escalator annually in the permission agreements 2) Provide a comparison to other licensees such as "I Love NY" 3) Reduce the renewal period to 4 years for Orlando and Japan to align with Singapore Agreement scheduled to end in 2025
4) Offer a 4 year term for Beijing to be through 2025
5) Obtain theme park attendance numbers
The City's prior agreements for Universal Studios Orlando (Attachment 1) and Universal Studios Japan (Attachment 3) for the use of the Beverly Hills City Shield expired on December 31, 2021.

Universal Studios Beijing Orlando Japan Location:

Current Expiration Date N/A 12/31/2021 12/31/2021
Year1 $3,000 Current License Fee (2017)
Per Year
N/A $3,000 Year 2-5 $5,000
(2018-2021)
Total for Prior Five N/A $15,000 $23,000 Years
Proposed Expiration 12/31/2026 12/31/2026 12/31/2026 Date Proposed License Fee $5,000 $5,000 $5,000 for 2022
Proposed License Fee $5,500 $5,500 $5,500 for 2023
Proposed License Fee $6,000 $6,000 $6,000 for 2024
Proposed License Fee $6,500 $6,500 $6,500 for 2025
Proposed License Fee $7,000 $7,000 $7,000 for 2026
Total for Proposed $30,000 $30,000 $30,000 Term of Five Years 2 In addition to the requested renewals and new theme park license request, the City has one other existing license agreement with Universal Studios for its theme park in Singapore which was renewed in 2021 (Attachment 6). In January 2021, the City Council approved the continuation of the license agreement with Universal Studios for using the likeness of the City's shield at its Singapore theme park with compensation to the City at $5,000 per year for five years for a total of $25,000. This approved agreement will expire December 31, 2025.

CMG Worldwide is recommending the City Council Branding and Licensing Committee ("Committee") consider renewing Universal Studios Orlando (Attachment 2) and Universal Studios Japan (Attachment 4) each for five years for a total of $30,000 per theme park over the term of each renewal agreement. CMG Worldwide is also recommending the Committee enter into a new agreement for use of the of the City Shield with Universal Studios for Universal Studios Beijing for five years for a total of $30,000 (Attachment 5).

This would bring the total of licensing agreements with Universal Studios for these three theme parks to $90,000 between 2022-2026. With the previously signed agreement for Singapore, the total revenue for all four Universal Studios theme parks would be $115,000 between 2021-2026.

For reference, photos of the Beverly Hills City Shield at Orlando and Japan are included below:

ORLANDO JAPAN

FISCAL IMPACT
The fiscal impact of the Universal Studios Orlando license renewal is $30,000 over the duration of the agreement from January 1, 2022 through December 31, 2026. The fiscal impact of the Universal Studios Japan license renewal is $30,000 over the duration of the agreement from January 1, 2022 through December 31, 2026. The fiscal impact of the Universal Studios Beijing new license request is $30,000 over the duration of the agreement from January 1, 2022 through December 31, 2026.

The total combined fiscal impact of the three agreements would be $90,000 over the duration of the agreements.

RECOMMENDATION
It is recommended the City Council Branding and Licensing Liaison Committee provide direction regarding licensing renewal of the Beverly Hills shield by Universal Studios Orlando and Universal Studios Japan, as well as provide direction regarding a new licensing request of the Beverly Hills City shield by Universal Studios Beijing. If the Committee recommends approval of the two renewals and the one new licensing agreement, the agreements will be placed on a future City Council Meeting for approval by the full City Council.
3 In addition to the requested renewals and new theme park license request, the City has one other existing license agreement with Universal Studios for its theme park in Singapore which was renewed in 2021 (Attachment 6). In January 2021, the City Council approved the continuation of the license agreement with Universal Studios for using the likeness of the City's shield at its Singapore theme park with compensation to the City at $5,000 per year for five years for a total of $25,000. This approved agreement will expire December 31, 2025.

For reference, photos of the Beverly Hills City Shield at Orlando and Japan are included below:

ORLANDO JAPAN

The total combined fiscal impact of the three agreements would be $90,000 over the duration of the agreements.

Beverly Hills City CouncilJune 21, 2022

Beverly Hills City Council
June 21, 2022