Beverly Hills City Council
December 13, 2022

AGENDA REPORT
Meeting Date: December 13, 2022
Item Number:

To:

D-7
Honorable Mayor & City Council
From: Laura Biery, Marketing and Economic Sustainability Manager Subject: AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND CMG WORLDWIDE, INC. FOR TRADEMARK LICENSING AGENT

SERVICES
Attachments: 1. Agreement

2. RFP Response from CMG Worldwide, Inc.

RECOMMENDATION
The Beverly Hills City Council Liaison Branding and Licensing Committee, made up of Councilmember Mirisch and Councilmember Friedman, recommends the City Council enter into an agreement with CMG Worldwide, Inc. for trademark licensing services for a term of five years (January 1, 2023 – December 31, 2027).

INTRODUCTION
The City of Beverly Hills is the owner of the Beverly Hills Shield Design trademark (“Shield”). The City leverages the Shield recognition to optimize revenue by entering into licensing agreements with film and television studios, theme parks and apparel merchandising firms. The City has utilized various licensing agencies over the years to manage these trademark licensing agreements. Since 2013, the City has utilized CMG Worldwide, Inc. as its trademark licensing agency. In October 2022, the City issued a Request for Proposals (RFP) to solicit responses from potential licensing agencies. This item seeks City Council approval of the recommendation of the Beverly Hills City Council Liaison Branding and Licensing Committee to enter into an agreement with CMG Worldwide, Inc. as the selected agency for trademark licensing services for a term of five years (January 1, 2023 – December 31, 2027).

DISCUSSION
On October 6, 2022, an RFP was published on the City’s vendor solicitation web portal known as Planet Bids (planetbids.com). This RFP solicitation reached 351 vendors and another 250 vendors were reached through a bid broadcast via the Planet Bids network.

In addition, the City’s Purchasing Division contacted over 20 potential firms directly that perform trademark licensing work or had responded to similar RFPs for other agencies.

BEVERLW
HILLS
d
Meeting Date: December 13, 2022

This direct outreach included the City’s existing trademark licensing vendor (CMG Worldwide, Inc.) as well as the City’s previous vendor (Bradford Licensing). On October 28, 2022, when proposals were due, one RFP response was received. The one response received was from CMG Worldwide, Inc. and is included as Attachment 2 to this report.

CMG Worldwide, Inc. has been the City’s licensing agency since 2013. The RFP issued in October 2022 was issued not as a result of dissatisfaction with the services provided by CMG Worldwide, Inc. and instead was a result of the City’s best practice to periodically place contracts out for bidding to ensure the City is receiving the best possible pricing for services.

The CMG Worldwide, Inc. response to the RFP was reviewed by City staff and is considered responsive to the requirements of the published RFP and recommended for selection.

FISCAL IMPACT
The fiscal impact of the CMG Worldwide, Inc. trademark licensing agreement will be dependent on the number of licensing agreements secured and the negotiated terms of those agreements. The proposed term for the trademark licensing agency agreement with CMG Worldwide, Inc. is for five years from January 1, 2023 – December 31, 2027.

Nancy Hunt Coffey,
Assistant City Manager
Approved By
Attachment 1
-1-
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CMG WORLDWIDE, INC. FOR TRADEMARK LICENSING AGENT

SERVICES
NAME OF CONSULTANT: CMG Worldwide, Inc.

RESPONSIBLE PRINCIPAL OF
CONSULTANT: Mark Roesler, Esq.

Chief Executive Officer
CONSULTANT’S ADDRESS: 9777 Wilshire Blvd.

Penthouse
Beverly Hills, CA 90212
Attention: Mark Roesler, Esq., Chief Executive
Officer
CONSULTANT’S E.I.N/TAX I.D. NO.: 35-1744510
CITY’S ADDRESS: City of Beverly Hills
455 N. Rexford Drive
Beverly Hills, CA 90210
Attention: George Chavez, City Manager
COMMENCEMENT DATE: January 1, 2023
TERMINATION DATE: December 31, 2027
CONSIDERATION: Not to exceed $250,000.00 for any and all fiscal years during the term of the Agreement at the
amounts set forth in CITY authorized purchase
orders and as further described in Exhibit B
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AGREEMENT BETWEEN THE CITY OF BEVERLY HILLS AND
CMG WORLDWIDE, INC. FOR TRADEMARK LICENSING AGENT

SERVICES
THIS AGREEMENT is made by and between the City of Beverly Hills (hereinafter called “CITY”), and CMG Worldwide, Inc. (hereinafter called “CONSULTANT”).

RECITALS
A. CITY desires to have certain services and/or goods provided as set forth in Exhibit A (the “Scope of Work”), attached hereto and incorporated herein.

B. CONSULTANT represents that it is qualified and able to perform the Scope of Work.

NOW, THEREFORE, the parties agree as follows:

Section 1. CONSULTANT’s Scope of Work. CONSULTANT shall perform the Scope of Work described in Exhibit A in a manner satisfactory to CITY and consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing in the same locality under similar conditions. CITY shall have the right to order, in writing, changes in the Scope of Work. Any changes in the Scope of Work by CONSULTANT must be made in writing and approved by both parties. The cost of any change in the Scope of Work must be agreed to by both parties in writing.

Section 2. Time of Performance.

CONSULTANT shall commence its services under this Agreement upon the Commencement Date or upon a receipt of a written notice to proceed from CITY. CONSULTANT shall complete the performance of services by the Termination Date set forth above.

Section 3. Compensation.
(a) Compensation

1. CITY agrees to compensate CONSULTANT Thrity-One and One-Half Pecent (31.5%) of the gross receipts, as identified in Exhibit B, Schedule of Payment and Fees, attached hereto and incorporated herein, for any license agreement for which CONSULTANT identifies the licensee(s), negotiates the terms of the license agreement, and administers the license agreement.

2. CITY agrees to compensate CONSULTANT Thirty and One-Half Percent (30.5%) of the gross receipts, as indentified in Exhibit B, for which CITY identifies the licensee(s) and provides the name and contact information for the licensee(s) to the CONSULTANT and the CONSULTANT negotiates the terms of the license agreement and administers the license agreement.

3. When the trademark license agreement is for single time use such as entertainment-related uses of CITY’s trademarks and the display of CITY’s trademark in print, cable, television, motion pictures, and other media, then CITY shall have the right to negotiate a DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -3-
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fee with CONSULTANT based on the hourly rates listed in Exhibit B. This fee shall be agreed upon in writing between CITY and CONSULTANT prior to undertaking any negotiations with the entertainment-related business.

4. CONSULTANT shall not be entitled to any percentage of the gross receipts for the licensing agreements the CITY solely identifies and negotiates agreements with, including those negotiated by the Beverly Hills Chamber of Commerce and the Beverly Hills Conference and Visitors Bureau.
(b) Expenses. The amount set forth in paragraph (a) shall include reimbursement for all actual and necessary expenditures reasonably incurred in the performance of this Agreement (including, but not limited to, all labor, materials, delivery, tax, assembly, and installation, as applicable). There shall be no claims for additional compensation for reimbursable expenses.
(c) Additional Services. CITY may from time to time require CONSULTANT to perform additional services not included in the Scope of Work. Such requests for additional services shall be made by CITY in writing and agreed upon by both parties in writing.

Section 4. Method of Payment. CITY shall pay CONSULTANT said Consideration in accordance with the method and schedule of payment set forth in Exhibit B.

Section 5. Independent Contractor. CONSULTANT is and shall at all times remain, as to CITY, a wholly independent contractor. Neither CITY nor any of its agents shall have control over the conduct of CONSULTANT or any of CONSULTANT’s employees, except as herein set forth. CONSULTANT shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of CITY.

Section 6. Assignment. This Agreement shall not be assigned in whole or in part, by CONSULTANT without the prior written approval of CITY. Any attempt by CONSULTANT to so assign this Agreement or any rights, duties or obligations arising hereunder shall be void and of no effect.

Section 7. Responsible Principal(s)
(a) CONSULTANT’s Responsible Principal set forth above shall be principally responsible for CONSULTANT’s obligations under this Agreement and shall serve as principal liaison between CITY and CONSULTANT. Designation of another Responsible Principal by CONSULTANT shall not be made without prior written consent of CITY. (b) CITY’s Responsible Principal shall be the City Manager or designee set forth above who shall administer the terms of the Agreement on behalf of CITY.

Section 8. Personnel. CONSULTANT represents that it has, or shall secure at its own expense, all personnel required to perform CONSULTANT’s Scope of Work under this Agreement. All personnel engaged in the work shall be qualified to perform such Scope of Work.

Section 9. Permits and Licenses. CONSULTANT shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a business license.

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Section 10. Interests of CONSULTANT. CONSULTANT affirms that it presently has no interest and shall not have any interest, direct or indirect, which would conflict in any manner with the performance of the Scope of Work contemplated by this Agreement. No person having any such interest shall be employed by or be associated with CONSULTANT.

Section 11. Insurance.
(a) CONSULTANT shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:
(1) A policy or policies of Comprehensive General Liability Insurance, with minimum limits of Two Million Dollars ($2,000,000) for each occurrence, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CONSULTANT.
(2) A policy or policies of Comprehensive Vehicle Liability Insurance covering personal injury and property damage, with minimum limits of One Million Dollars ($1,000,000) per occurrence combined single limit, covering any vehicle utilized by CONSULTANT in performing the Scope of Work required by this Agreement. (3) Workers’ compensation insurance as required by the State of California.
(4) A policy or policies of Professional Liability Insurance (errors and omissions) with minimum limits of One Million Dollars ($1,000,000) per claim and in the aggregate. Any deductibles or self-insured retentions attached to such policy or policies must be declared to and be approved by CITY. Further, CONSULTANT agrees to maintain in full force and effect such insurance for one year after performance of work under this Agreement is completed.
(b) CONSULTANT shall require each of its subconsultants to maintain insurance coverage which meets all of the requirements of this Agreement. (c) The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least a A+;VII in the latest edition of Best’s Insurance Guide.
(d) CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONSULTANT’s expense, the premium thereon.
(e) At all times during the term of this Agreement, CONSULTANT shall maintain on file with CITY’s Risk Manager a certificate or certificates of insurance on the form set forth in Exhibit C, attached hereto and incorporated herein, showing that the aforesaid policies are in effect in the required amounts. CONSULTANT shall, prior to commencement of work under this Agreement, file with CITY’s Risk Manager such certificate or certificates. The general liability insurance shall contain an endorsement naming the CITY as an additional insured. (f) The general liability and vehicle liability policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -5-
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reduced except on thirty (30) days prior written notice to CITY, and specifically stating that the coverage contained in the policies affords insurance pursuant to the terms and conditions as set forth in the Agreement.
(g) The insurance provided by CONSULTANT shall be primary to any coverage available to CITY. The policies of insurance required by this Agreement shall include provisions for waiver of subrogation.
(h) Any deductibles or self-insured retentions must be declared to and approved by CITY. At the option of CITY, CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY, or CONSULTANT shall procure a bond guaranteeing payment of losses and expenses.
(i) The insurance coverage amounts required under the Agreement do not limit CITY’s right to recover against CONSULTANT and its insurance carriers.

Section 12. Indemnification.
(a) CONSULTANT agrees to indemnify, hold harmless and defend CITY, City Council and each member thereof, and every officer, employee and agent of CITY, from any claim, liability or financial loss (including, without limitation, attorney’s fees and costs) arising from any intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT or any person employed by CONSULTANT in the performance of this Agreement. (b) All duties of CONSULTANT shall survive termination or expiration of the Agreement.

Section 13. Termination.
(a) CITY shall have the right to terminate this Agreement for any reason or for no reason upon five calendar days’ written notice to CONSULTANT. CONSULTANT agrees to cease all work under this Agreement on or before the effective date of such notice. (b) In the event of termination or cancellation of this Agreement by CITY, due to no fault or failure of performance by CONSULTANT, CONSULTANT shall continue to receive payments from CITY for licensing agreements negotiated by CONSULTANT and awarded by the City Council under the Agreement until the licensing agreement reaches its termination date.

In no event shall CONSULTANT be entitled to receive more than the amount that would be paid to CONSULTANT for the full performance of the services required by this Agreement.

CONSULTANT shall have no other claim against CITY by reason of such termination, including any claim for compensation.

Section 14. CITY’s Responsibility. CITY shall provide CONSULTANT with all pertinent data, documents, and other requested information as is available for the proper performance of CONSULTANT’s Scope of Work.

Section 15. Information and Documents. All data, information, documents and drawings prepared for CITY and required to be furnished to CITY in connection with this Agreement shall become the property of CITY, and CITY may use all or any portion of the work DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -6-
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submitted by CONSULTANT and compensated by CITY pursuant to this Agreement as CITY deems appropriate.

Section 16. Records Retention and Examination. CONSULTANT shall retain, protect, and maintain in an accessible location all records and documents, including paper, electronic, and computer records, with respect to all matters covered under this Agreement for five (5) years after receipt of final payment by CITY under the Agreement. CONSULTANT shall make all such records and documents available for inspection, copying, or other reproductions, and auditing by authorized representatives of CITY, including the City Manager or designee, free of charge.

CONSULTANT shall make available all requested data and records at reasonable locations within the County of Los Angeles at any time during normal business hours, and as often as CITY deems necessary. If records are not made available within the County of Los Angeles, CONSULTANT shall pay CITY’s travel, hotel and meal costs to the location where the records are maintained.

CONSULTANT must include this provision in all subcontracts made in connection with this Agreement. This provision shall survive the termination of the Agreement.

Section 17. Nondiscrimination by CONSULTANT. In the performance of this Agreement, CONSULTANT assures that no person shall, on the basis of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Agreement or under any project, program or activity supported by the Agreement, as required by Title VI of the Civil Rights Act of 1964, as amended, the Civil Rights Restoration Act of 1987, and Federal Executive Order 12898 (Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations). CONSULTANT shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, sexual orientation or other basis prohibited by law, and shall take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color, religious creed, sex, gender, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information or sexual orientation.

Section 18. Notice. Any notices, bills, invoices, etc. required by this Agreement shall be deemed received on (a) the day of delivery if delivered by hand during the receiving party’s regular business hours or by facsimile before or during the receiving party’s regular business hours; or (b) on the second business day following deposit in the United States mail, postage prepaid to the addresses set forth above, or to such other addresses as the parties may, from time to time, designate in writing pursuant to this section.

Section 19. Attorney’s Fees. In the event that either party commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney's fees, costs and necessary disbursements, in addition to such other relief as may be sought and awarded.

Section 20. Entire Agreement. This Agreement represents the entire integrated agreement between CITY and CONSULTANT, and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by a written instrument signed by both CITY and CONSULTANT.

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Section 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.

Section 22. Governing Law. The interpretation and implementation of this Agreement shall be governed by the domestic law of the State of California.

Section 23. CITY Not Obligated to Third Parties. CITY shall not be obligated or liable under this Agreement to any party other than CONSULTANT.

Section 24. Severability. Invalidation of any provision contained herein or the application thereof to any person or entity by judgment or court order shall in no way affect any of the other covenants, conditions, restrictions, or provisions hereof, or the application thereof to any other person or entity, and the same shall remain in full force and effect.

EXECUTED the day of 20___, at Beverly Hills,
California.

CITY OF BEVERLY HILLS
a Municipal Corporation

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

HUMA AHMED
City Clerk
Signatures Continue Next Page
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CONSULTANT:

MARK ROESLER
Chairman and CEO

MARIA GEJDOSOVA
CFO
APPROVED AS TO FORM: APPROVED AS TO CONTENT:

LAURENCE S. WIENER GEORGE CHAVEZ
City Attorney City Manager

LAURA BIERY
Marketing and Economic Sustainability
Manager

SHARON L’HEUREUX DRESSEL
Risk Manager
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EXHIBIT A

SCOPE OF WORK
I. OBJECTIVES AND SCOPE OF WORK
CONSULTANT shall provide full service capabilities to CITY for licensing CITY’s Shield as depicted in Attachment 1 to this Exhibit. CONSULTANT shall be appointed as CITY’s sole licensing agent to act as CITY’s worldwide representative in connection with obtaining, servicing, and negotiating agreements for CITY’s trademark properties (collectively, “Property”).

CONSULTANT shall perform the following services:
 Identify and pursue new opportunities for licensing in domestic and international markets, in existing and new product categories at the direction of CITY.  Prepare licensing agreements for presentation to CITY  Manage licensees
 Submit written royalty reports to CITY so CITY can invoice for payment agreements and recommend changes to be implemented in future license agreements CONSULTANT shall identify products suitable to license CITY’s Property for activities such as:
 The sale of merchandise incorporating the Property
 The promotion and/or advertising done by companies and/or products utilizing CITY’s Property
 Identifying appropriate media or theatrical placements which shall include, but not be limited to, movies, television specials, video releases, plays and/or other performances, and books and/or other publications.

CONSULTANT shall furnish CITY with all artwork, prototypes, and samples of all items being considered for manufacture, distribution, or sold using CITY’s Property (“Products”) to be considered and reviewed by CITY staff and City Council, including during any City Council meeting. All Products as well as advertising and promotional materials related to them, shall be subject to the City Manager’s (or designee) prior written approval at the appropriate stages of development.

CITY reserves the right to:
(i) Use the Property for its own use in any way including, but not limited to, promoting and marketing CITY and its programs and special events, including programs and events sponsored by others that CITY determines in its sole discretion; (ii) Use the Property for the development and manufacture of goods for use by CITY (whether for sale or for promotion) or for sale to third parties including the general public through any commercial means;
(iii) Permit such use by non-profit, educational, and other organizations to promote and market CITY or for such other purposes CITY determines in its sole discretion; CITY reserves the right to either (1) negotiate with third parties for entertainment-related uses of the Property such as the display of the Property in print, cable, television, motion pictures, and other media utilizing CITY staff or the CITY’s Attorney or (2) utilize CONSULTANT for licensing such entertainment related uses.

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CITY shall retain the unlimited right to approve all proposed licensing agreements obtained, services or negotiated by CONSULTANT. CITY expressly reserves the unlimited right to reject any proposed licensing agreement.

CONSULTANT shall make recommendations to CITY and represent CITY’s best interest for licensing CITY’s Property. CITY shall be the ultimate decision making authority for awarding licensing agreements for use of CITY’s Property.

All licensing agreements to use CITY’s Property will be between CITY and the licensee with CONSULTANT being a party to the agreement.

CONSULTANT shall not be entitled to prospective revenue from the potential or prospective licensees for which CITY solely negotiates licensing agreements with, including current and future agreements with the Beverly Hills Chamber of Commerce and the Beverly Hills Conference and Visitors Bureau,
CITY shall provide all legal services for enforcement of trademark infringements. CITY may utilize CONSULTANT to pursue licensing agreements with businesses which are in violation of using the trademark without a licensing agreement executed between CITY and the business. CITY shall compensate CONSULTANT for such services as described in Exhibit B.

II. INFECTIOUS DISEASE
A. The federal government and State of California, the County of Los Angeles, and CITY have declared an emergency due to a global pandemic caused by an infectious coronavirus which causes a disease referred to as COVID-19. In an effort to support and maintain a safe and healthy workplace for CITY employees and the community, CITY is requiring all contractors and CONSULTANT to immediately monitor and track the signs and symptoms of COVID-19, the common cold and influenza for all of its employees and subcontractors (collectively “CONSULTANT employees”) assigned to CITY projects that come onsite to any CITY facility to perform services under the Agreement.

B. CONSULTANT shall notify CITY immediately in writing if CONSULTANT or CONSULTANT employees have come in contact with anyone with an infectious disease or has contracted an infectious disease. Such CONSULTANT employees shall immediately cease performing services under the Agreement.

C. CONSULTANT shall monitor CONSULTANT employees’ signs and symptoms with written logs. CONSULTANT shall maintain a daily recording of the following:

1. Require CONSULTANT employees to take their temperature each time they enter and exit CITY facilities (both before and after work is performed at CITY facilities).

2. If CONSULTANT employees have any symptoms of COVID-19, the common cold, or influenza including but not limited to a fever (100°F or higher), cough, trouble breathing, CONSULTANT shall:
(a) Direct employees not to report to work.
(b) Contact your CITY Responsible Principal.

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3. CONSULTANT shall ask employees to identify any close contact they had with others at a CITY facility during the 48 hours prior to symptom onset or positive test, if asymptomatic. Close contact is defined as individuals who are within 6 feet of each other for 15 minutes or more over a 24 hour period. This definition may be modified by the Centers for Disease Control and/or the Los Angeles County Public Health Department.

4. CONSULTANT shall disinfect all areas that CONSULTANT’s employees come in contact with while performing services under the Agreement before and after usage.

5. CONSULTANT employees shall not return to any CITY facility until they meet the quarantine / isolation guidance* of the Los Angeles County Department of Public Health. * CONSULTANT acknowledges it has reviewed, understands and will follow the Los Angeles County Department of Public Health guidance workplaces.

D. CONSULTANT shall also maintain daily monitoring and record keeping in connection with CITY projects where CONSULTANT employees come on site for the following information:

1. Projects are adhering to Social Distancing and Industry Safety Standards for employees and the public. Please review Los Angeles County Department of Public Health guidelines for social distancing.

2. CONSULTANT employees are not working while sick.

3. CONSULTANT shall notify their CITY Project Manager or CITY Responsible Principal prior to reporting on site daily.

4. CONSULTANT shall contact their CITY Project Manager or CITY Responsible Principal to reschedule non-essential services.

E. CONSULTANT shall provide employees with handwashing and sanitizing equipment.

These requirements apply to all vendors and their employees regardless of whether they are fully vaccinated or not.

CONSULTANT shall be required to know and adhere to Los Angeles County Public Health Order http://publichealth.lacounty.gov/media/Coronavirus/reopening-la.htm#orders.

For the latest CITY updates and COVID-19 related FAQs please visit http://www.beverlyhills.org/novelcoronavirus
CITY reserves the right to review CONSULTANT’s daily logs to ensure compliance with this Agreement. CITY has the right to send CONSULTANT employees home who do not comply with these requirements. CONSULTANT shall maintain the recordings and logs in accordance with the Agreement.

For questions, please contact CITY’s Responsible Principal or Risk Management at 310- 285-1073.

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ATTACHMENT 1 TO EXHIBIT A
Registered Trademarks as of October 6, 2022
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS
UNITED

STATES OF

AMERICA
97/458,277 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and
metaverse environments; Computer
software for the databasing,
visualization, manipulation, virtual
reality immersion and integration of
geographic information with online
member communities; Digital materials,
namely, non-fungible tokens (nfts)
featuring images, graphics, text, and
audio-visual media content;
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Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
downloadable digital image files and
audio-visual media files authenticated
by non-fungible tokens (nfts);
downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchainbased digital collectibles featuring images, graphics, text, and audio-visual
media content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City
of Beverly Hills or Rodeo Drive for use
in virtual experiences, augmented
reality experiences, and the metaverse;
multimedia files, audio recordings,
video recordings, and image files
containing content, artwork, text, audio,
and video relating to the City of Beverly
Hills or Rodeo Drive, in each case,
stored in digital wallets and
authenticated by non-fungible tokens
(nfts); downloadable computer
applications, browser extensions,
widgets, emoticons, badges, images,
game software enhancements, and
components, in each case, featuring
general consumer merchandise;
downloadable digital assets and
electronic data files provided with nonfungible tokens (nfts) and other crypto collectibles and blockchain-based nonfungible assets; downloadable computer software for allowing users
inside in the metaverse, augmented
reality, and virtual worlds, and video
games to communicate with each
other, play games, take photographs,
teach and learn basketball, engage in
other virtual experiences and
augmented reality experiences and
utilize virtual goods and items
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Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
85/360,666 June 30,
2011
4,867,275 December 8,
2015
Registered 006 Int. First Use Date: 12/30/2006
First Use In Commerce: 12/30/2006
Trinkets all made of non-precious
metal, namely, key chains, key rings,
holiday ornaments of common metal;
non-luminous and non-mechanical
personalized metal street signs

BEVERLY
HILLS and
Design
United States
of America
86/649,098 June 2, 2015 5,142,490 February 14,
2017
Registered 25 Primary Class First Use Date:
07/19/2016 First Use In Commerce:
07/19/2016
Aprons

BEVERLY
HILLS and
Design
United States
of America
77/771,828 June 30,
2009
3,948,468 April 19, 2011 Registered 014 Int. First Use Date: 09/30/2007 First Use In Commerce: 09/30/2007
Jewelry
018 Int. First Use Date: 09/30/2007
First Use In Commerce: 09/30/2007
Goods made of leather, namely, keychains, messenger bags, businesscard cases, tote bags, hand bags, purses, book bags, school bags, carryon bags, shoulder bags, credit card cases, and all-purpose carrying bags
25 Primary Class First Use Date:
09/30/2007 First Use In Commerce:
09/30/2007
Clothing, namely, shirts, hats, polo
shirts, oxford shirts, and t-shirts

BEVERLY
HILLS and
Design
United States
of America
76/387,617 March 22,
2002
2,677,651 January 21,
2003
Registered 25 Primary Class First Use Date:
11/30/1986 First Use In Commerce:
11/30/1986
CLOTHING, NAMELY, [ SWEAT
SHIRTS, ] SHIRTS, [ JACKETS,

SHORTS, SWEAT PANTS, SWEAT
SUITS, SOCKS, ] HATS, [
FOOTWEAR, ] POLO SHIRTS, [
PARKAS, PONCHOS ] AND T-SHIRTS
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -15-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
76/374,024 February 22,
2002
2,768,789 September 30,
2003
035 Int. First Use Date: 11/30/1971
First Use In Commerce: 11/30/1971
Promoting the business, community,
cultural, municipal and civic interests of
the City of Beverly Hills, California;
promoting tourism, business,
residential and commercial growth,
economic development, cultural and
entertainment attractions, and
government services; and providing
information on tourism, residential and
commercial growth, economic
development and business services,
government services and employment
opportunities, and library services via
the computer or computer networks

BEVERLY
HILLS and
Design
United States
of America
76/374,086 February 22,
2002
2,774,666 October 21,
2003
Registered 035 Int. First Use Date: 11/30/1971 First
Use In Commerce: 11/30/1971
Promoting the business, community,
cultural, municipal and civic interests of
the City of Beverly Hills, California;
promoting tourism, business, residential
and commercial growth, economic
development, cultural and
entertainment attractions, and
government services; and providing
information on tourism, residential and
commercial growth, economic
development, business services,
government services, employment
opportunities, and library services via
the computer or computer networks
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -16-
B0785-0001\2751036v5.doc

BEVERLY
HILLS and
Design
United States
of America
77/771,835 June 30,
2009
3,843,763 September 7,
2010
Registered 006 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Metal goods, namely, metal key chains
009 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Wireless external computer storage
devices, namely, blank USB flash
drives; laptop bags
016 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Notebooks; loose-leaf diaries and
agenda books; writing instruments,
namely, ball-point pens and roller-ball
pens, pens and key chain fobs sold as a
set; directories featuring lists of
members and reference information;
books and pamphlets featuring
business information and business
practices; printed materials, namely,
pamphlets featuring information on
residences, shopping, dining and
personal care services, maps,
calendars, stationery, stationery notes
containing adhesive on one side for
attachment to surfaces and postcards;
document portfolios; passport cases
021 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Beverage containers, namely, coffee
mugs, travel mugs, glass water bottles
sold empty and plastic water bottles sold
empty
035 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Online retail store services featuring
general merchandise including business
accessories and gift sets, leather goods,
notebooks, key-chains, wireless
external computer storage devices,
writing instruments, diaries, agenda
books, document portfolios, stationery,
laptop bags, messenger bags,
business-card cases, beverage
containers, headwear and clothing;
promoting the business, community,
cultural, municipal and civic interests of
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 Ya
/ s
-17-
B0785-0001\2751036v5.doc
the City of Beverly Hills, California;
promoting tourism, business, residential
and commercial growth, economic
development, cultural and
entertainment attractions, and
government services of the City of
Beverly Hills, California; providing
business information services and
providing information in the field of
commercial growth, economic
development and employment
opportunities via a global computer
network
038 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Cable television broadcasting
039 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Providing travel and tour information
services via a global computer network
041 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Education and entertainment services,
namely, organizing and conducting
community cultural, recreational, and
safety-preparedness events;
educational classes and events for
adults and youths in the fields of art,
dance, music, fine arts, foreign
language, coping with disabilities,
athletics, homemaking, computers,
leisure activities, personal development,
government, politics, and science; and
providing community information about
community, cultural, and civic events,
education services and entertainment
attractions via the computer or computer
networks; Cable television programming
045 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Providing legal information in relation to
government services and municipal
regulations via a global computer
network
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -18-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
76/374,083 February 22,
2002
2,766,280 September 23,
2003
Registered 041 Int. First Use Date: 11/30/1971 First
Use In Commerce: 11/30/1971
Education and entertainment services,
namely, organizing and conducting
community cultural, recreational, and
safety-preparedness events;
educational classes and events for
adults and youths in the fields of art,
dance, music, fine arts, foreign
language, coping with disabilities,
athletics, homemaking, computers,
leisure activities, personal development,
government, politics, and science; cable
television programming and
broadcasting; and providing community
information about community, cultural,
and civic events, and education
services, entertainment attractions and
municipal regulations, via the computer
or computer networks

BEVERLY
HILLS and
Design
Canada 0632599 May 24, 1989 TMA429256 June 24, 1994 Registered 001 Int.

Printed matter, namely posters,
calendars, magazines, brochures,
pictures and photographs; toiletries and
toilet and cosmetic preparations,
namely, aftershave lotion, cologne,
razor blades, razors, cream rinses,
creams, cuticle remover, nail files,
emery boards, deodorants, face
makeup, namely, face powder,
concealer, foundation; hair colorings,
hair dressings, namely, hair sprays, hair
lotions, shampoos, permanent wave
solutions, eye shadows, mascaras,
soaps, cleansers, polishes, detergents;
toothbrushes, dentifrices, mouthwash,
tooth powders, dental floss, dental and
denture cleaners, and adhesives for
false teeth; suntan and screen creams
and lotions, toilet soap, skin lotions,
brushes, combs, astringents,
moisturizer preparations, perfume,
essential oil; stationery, namely, writing
stationery for home, school and office
use, greeting cards, postcards, address
books, letter openers; playing cards;
luggage of all kinds, hand bags, sport
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -19-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
bags, tote bags, cushion bags,
backpacks school bags wallets, change
purses money clips, card cases, purses,
briefcases, key cases; parasols and
umbrellas; key rings; bedding, namely,
mattresses, blankets, sheets, pillow
cases, quilts, comforters, pillows and
cushions; glasses, tumblers and mugs;
ashtrays; cigarette lighters; clothing,
namely, jackets, suits, sweaters,
sweatshirts, shirts, t-shirts, ties, jogging
suits, shorts, swimwear, socks;
headwear, namely, hats, caps, visors;
footwear, namely, shoes, boots,
slippers, running shoes, football shoes,
jogging shoes, clogs, sandals, thongs,
pumps, slip-ons, boots, rubber boots,
vinyl boots, over boots, overshoes, toe
rubbers, hunting boots, snowmobile
boots; gloves and mitts; buttons and
badges; mirrors; jewelry; tie clasps; tie
pins; tie tack sets; bumper stickers.

BEVERLY
HILLS and
Design
United Arab
Emirates
117213 July 29, 2008 117213 Registered

BEVERLY
HILLS and
Design
Japan 2008-080872 October 3,
2008
5282171 November 20,
2009
Registered

BEVERLY
HILLS and
Design
United Arab
Emirates
117214 July 29, 2008 117214 Registered
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 vtA
IuuS
. .
'
-20-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
Singapore T0805816I May 5, 2008 T0805816I August 14,
2009
Registered

BEVERLY
HILLS and
Design
Singapore T0805814B May 5, 2008 T0805814B August 14,
2009
Registered

BEVERLY
HILLS and
Design
Brazil 816361916 August 15,
1991
816361916 February 3,
2004
Registered
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -21
-
B0785-0001\2751036v5.doc

BEVERLY
HILLS and
Design
Sweden 238678 February 20,
1990
238678 August 7, 1992 001 Int.

Printed matter, namely posters,
calendars, magazines, brochures,
pictures and photographs; toiletries and
toilet and cosmetic preparations,
namely, aftershave lotion, cologne,
razor blades, razors, cream rinses,
creams, cuticle remover, nail files,
emery boards, deodorants, face
makeup, namely, face powder,
concealer, foundation; hair colorings,
hair dressings, namely, hair sprays, hair
lotions, shampoos, permanent wave
solutions, eye shadows, mascaras,
soaps, cleansers, polishes, detergents;
toothbrushes, dentifrices, mouthwash,
tooth powders, dental floss, dental and
denture cleaners, and adhesives for
false teeth; suntan and screen creams
and lotions, toilet soap, skin lotions,
brushes, combs, astringents,
moisturizer preparations, perfume,
essential oil; stationery, namely, writing
stationery for home, school and office
use, greeting cards, postcards, address
books, letter openers; playing cards;
luggage of all kinds, hand bags, sport
bags, tote bags, cushion bags,
backpacks school bags wallets, change
purses money clips, card cases, purses,
briefcases, key cases; parasols and
umbrellas; key rings; bedding, namely,
mattresses, blankets, sheets, pillow
cases, quilts, comforters, pillows and
cushions; glasses, tumblers and mugs;
ashtrays; cigarette lighters; clothing,
namely, jackets, suits, sweaters,
sweatshirts, shirts, t-shirts, ties, jogging
suits, shorts, swimwear, socks;
headwear, namely, hats, caps, visors;
footwear, namely, shoes, boots,
slippers, running shoes, football shoes,
jogging shoes, clogs, sandals, thongs,
pumps, slip-ons, boots, rubber boots,
vinyl boots, over boots, overshoes, toe
rubbers, hunting boots, snowmobile
boots; gloves and mitts; buttons and
badges; mirrors; jewelry; tie clasps; tie
pins; tie tack sets; bumper stickers.

DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -22-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
90/812,264 July 6, 2021 Allowed 035 Int.

Promoting recreation and tourism in
Southern California

BEVERLY
HILLS and
Design
United States
of America
97/458,273 June 14,
2022
Pending 009 Int.

Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -23-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items
041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -24-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
97/458,284 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 BXS
l @Eyer
HILLIS
-25-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -26-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
97/458,282 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 eoso
• , r-
-27-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items

BEVERLY
HILLS and
Design
United States
of America
97/458,288 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -28-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computer-
generated imagery, graphics and
content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -29-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -30-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
97/458,280 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 '
•
-31-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -32-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
United States
of America
97/458,293 June 14,
2022
Pending 041 Primary Class
Entertainment services, namely,
providing metaverse experiences;
Entertainment services, namely,
providing on-line actual and virtual
concerts and other virtual events;
Entertainment services, namely,
providing online, non-downloadable
virtual footwear, clothing, headwear,
eyewear, bags, backpacks, art, and
accessories for use in virtual
environments created for entertainment
purposes; Entertainment services,
namely, providing virtual environments
in which users can interact for
recreational, leisure or entertainment
purposes; providing a website featuring
on-line non-downloadable software that
enables users to join, access and use a
virtual environment or metaverse
009 Primary Class
Downloadable virtual goods, namely,
computer programs featuring clothing,
headwear, bags, backpacks, art, toys
and accessories for use online and in
online virtual worlds; Downloadable
software for the creation of computergenerated imagery, graphics and content for use in game and non-game
worlds, online universes, and metaverse
environments; Computer software for
the databasing, visualization,
manipulation, virtual reality immersion
and integration of geographic
information with online member
communities; Digital materials, namely,
non-fungible tokens (nfts) featuring
images, graphics, text, and audio-visual
media content; downloadable digital
image files and audio-visual media files
authenticated by non-fungible tokens
(nfts); downloadable electronic data files
featuring images, graphics, text, and
audio-visual media content that are
linked to non-fungible tokens (nfts);
digital media, namely, blockchain-based
digital collectibles featuring images,
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 (lBEVERL
HILLS
-33-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
graphics, text, and audio-visual media
content; downloadable digital
collectibles in the form of non-fungible
tokens (nfts); virtual and digital
interactive representations of the City of
Beverly Hills or Rodeo Drive for use in
virtual experiences, augmented reality
experiences, and the metaverse;
multimedia files, audio recordings, video
recordings, and image files containing
content, artwork, text, audio, and video
relating to the City of Beverly Hills or
Rodeo Drive, in each case, stored in
digital wallets and authenticated by nonfungible tokens (nfts); downloadable computer applications, browser
extensions, widgets, emoticons,
badges, images, game software
enhancements, and components, in
each case, featuring general consumer
merchandise; downloadable digital
assets and electronic data files provided
with non-fungible tokens (nfts) and other
crypto collectibles and blockchainbased non-fungible assets; downloadable computer software for
allowing users inside in the metaverse,
augmented reality, and virtual worlds,
and video games to communicate with
each other, play games, take
photographs, teach and learn
basketball, engage in other virtual
experiences and augmented reality
experiences and utilize virtual goods
and items
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -34-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
(Color)
United States
of America
77/911,377 January 13,
2010
4,649,394 December 2,
2014
Registered 041 Int. First Use Date: 09/19/2012 First
Use In Commerce: 09/19/2012
Education and entertainment services,
namely, organizing and conducting
community cultural, recreational, and
safety-preparedness events;
educational classes and events for
adults and youths in the fields of art,
dance, music, fine arts, foreign
language, coping with disabilities,
athletics, homemaking, computers,
leisure activities, personal development,
government, politics, and science; cable
television programming; providing
entertainment information about
community, cultural, civic events and
entertainment attractions, via the
computer or computer networks;
providing information about education,
via the computer or computer networks

BEVERLY
HILLS and
Design
(Color)
United States
of America
77/771,838 June 30,
2009
3,843,764 September 7,
2010
Registered 016 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Books and pamphlets featuring
business information and business
practices; printed materials, namely,
pamphlets featuring information on
residences, shopping, dining and
personal care services and maps
035 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
[ Online retail store services featuring
general merchandise including business
accessories and gift sets, leather goods,
notebooks, key-chains, wireless
external computer storage devices,
writing instruments, diaries, agenda
books, document portfolios, stationery,
laptop bags, messenger bags,
business-card cases, beverage
containers, headwear and clothing; ]
promoting the business, community,
cultural, municipal and civic interests of
the City of Beverly Hills, California;
promoting tourism, business, residential
and commercial growth, economic
development, cultural and
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 %
-35-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
entertainment attractions, and
government services of the City of
Beverly Hills, California; providing
business information services and
providing information in the field of
commercial growth, economic
development and employment
opportunities via a global computer
network
038 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Cable television broadcasting
039 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Providing travel and tour information
services via a global computer network
041 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Education and entertainment services,
namely, organizing and conducting
community cultural, recreational, and
safety-preparedness events;
educational classes and events for
adults and youths in the fields of art,
dance, music, fine arts, foreign
language, coping with disabilities,
athletics, homemaking, computers,
leisure activities, personal development,
government, politics, and science; and
providing community information about
community, cultural, and civic events,
education services and entertainment
attractions via the computer or computer
networks; Cable television programming
045 Int. First Use Date: 09/01/2007 First
Use In Commerce: 09/01/2007
Providing legal information in relation to
government services and municipal
regulations via a global computer
network
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -36-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS and
Design
(Color)
United States
of America
77/771,841 June 30,
2009
3,948,469 April 19, 2011 Registered 25 Primary Class First Use Date:
09/30/2007 First Use In Commerce:
09/30/2007
Clothing, namely, shirts, hats, and polo
shirts

BEVERLY
HILLS and
Design
(series of two
designs)
Singapore 40202103745T February 17,
2021
Published 041 Int.

Education and entertainment services,
namely, organizing and conducting
community cultural, recreational, and
safety-preparedness events;
educational classes and events for
adults and youths in the fields of art,
dance, music, fine arts, foreign
language, coping with disabilities,
athletics, homemaking, computers,
leisure activities, personal development,
government, politics, and science; and
providing community information about
community, cultural, and civic events,
education services and entertainment
attractions via the computer or computer
networks; Cable television
programming.

BEVERLY

HILLS BIKE
SHARE and
Design
United States
of America
87/169,288 September
13, 2016
5,190,237 April 25, 2017 To Be
Abandoned
009 Int. First Use Date: 02/22/2016 First
Use In Commerce: 05/10/2016
Downloadable software in the nature of
a mobile application for providing
information about public bicycle rental
program, location of bicycle rental
stations, bicycle routes and allowing for
the reservation of bicycles

BEVERLY

HILLS BIKE
SHARE and
Design
United States
of America
87/169,294 September
13, 2016
5,190,238 April 25, 2017 To Be
Abandoned
039 Int. First Use Date: 02/22/2016 First
Use In Commerce: 05/10/2016
Rental of bicycles; transportation
services, namely, providing temporary
use of bicycles available for pick-up and
drop-off at designated locations;
providing a website featuring
information in the field of bicycle
transportation and bicycle rental
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 aw

WIKE SHARE

WIKE SHARE
-37-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods
services, namely, availability and
locations of bicycles

BEVERLY
HILLS
DOGGY
DAZE 90210
and Design
United States
of America
90/453,228 January 7,
2021
6,733,076 May 24, 2022 Registered 036 Int.

Charitable services, namely, fundraising
services by means of organizing special
events for helping anim
041 Int.

Organizing community festivals
featuring primarily education and
entertainment related to animal
adoption and care and also providing
demonstrations of animal training and
products

BEVERLY
HILLS

DRIVEN BY

INNOVATION
United States
of America
87/981,182 September 8,
2016
5,814,831 July 23, 2019 Registered 035 Int. First Use Date: 06/30/2016 First Use In Commerce: 06/30/2016
Promoting business, special events for
business purposes and economic
development in the City of Beverly Hills;
promotion of technological, ecological
and environmental initiatives in the City
of Beverly Hills; promotion of
sustainability and socially responsible
business practices in the City of Beverly
Hills; promoting public awareness and
providing consumer information about
technological and safety advancements
and issues, and the benefits of
autonomous vehicles and automated
vehicles; promoting the business,
community, municipal and civic interests
of the City of Beverly Hills; promoting
public awareness of the City of Beverly
Hills

BEVERLY
HILLS

DRIVEN BY

INNOVATION
United States
of America
87/981,149 September 8,
2016
5,814,824 July 23, 2019 Registered 041 Int. First Use Date: 06/30/2016 First Use In Commerce: 06/30/2016
Arranging and conducting educational
conferences; meetings and
symposiums in the field of autonomous
vehicles and automated vehicles
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5

3..l, #»
D:GGY
DAZE
90210
-38-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

BEVERLY
HILLS

DRIVEN BY

INNOVATION
and Design
United States
of America
87/980,692 September 9,
2016
5,777,350 June 11, 2019 Registered 041 Int. First Use Date: 06/30/2016 First Use In Commerce: 06/30/2016
Arranging and conducting educational
conferences; meetings and
symposiums in the field of autonomous
vehicles and automated vehicles

BEVERLY
HILLS

DRIVEN BY

INNOVATION
and Design
United States
of America
87/980,691 September 9,
2016
5,777,349 June 11, 2019 Registered 035 Int. First Use Date: 06/30/2016 First Use In Commerce: 06/30/2016
Promoting business, special events for
business purposes and economic
development in the City of Beverly Hills;
promotion of technological, ecological
and environmental initiatives in the City
of Beverly Hills; promotion of
sustainability and socially responsible
business practices in the City of Beverly
Hills; promoting public awareness and
providing consumer information about
technological and safety advancements
and issues, and the benefits of
autonomous vehicles and automated
vehicles; promoting the business,
community, municipal and civic interests
of the City of Beverly Hills; promoting
public awareness of the City of Beverly
Hills

BEVERLY
HILLS

FARMER'S
MARKET
United States
of America
78/436,579 June 16,
2004
3,049,078 January 24,
2006
Registered 024 Int. First Use Date: 08/07/1994 First
Use In Commerce: 08/07/1994
Pot holders [ and towels ]

BEVERLY
HILLS

FARMER'S
MARKET
United States
of America
78/436,587 June 16,
2004
3,049,081 January 24,
2006
Registered 018 Int. First Use Date: 08/07/1994 First
Use In Commerce: 08/07/1994
Tote bags

BEVERLY
HILLS

FARMER'S
MARKET
United States
of America
78/436,581 June 16,
2004
3,049,079 January 24,
2006
Registered 25 Primary Class First Use Date:
08/07/1994 First Use In Commerce:
08/07/1994
Aprons and T-Shirts

BH RODEO
DRIVE
United States
of America
Unfiled

BH RODEO
DRIVE and
Design
United States
of America
Unfiled
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 %.
•D=§-
-39-
B0785-0001\2751036v5.doc
Default Image Trademark
Name
Country
Name
Application
Number
Filing Date Registration
Number
Registration
Date
Status Goods

ROUTE US
66 and
Design
United States
of America
88/085,243 August 20,
2018
5,732,411 April 23, 2019 Registered 035 Int. First Use Date: 10/15/2018 First Use In Commerce: 10/15/2018
Promoting recreation and tourism in the
City of Beverly Hills, California;
promoting recreation, tourism, business,
cultural and entertainment attractions,
community activities, neighborhoods,
and educational, recreational, cultural,
municipal, and civic interests in the City
of Beverly Hills, California; promotional
services for the City of Beverly Hills;
promoting public awareness of the City
of Beverly Hills
DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 - -
o_0XO)o
(r-)977307
• • •
-40-
B0785-0001\2751036v5.doc

EXHIBIT B

SCHEDULE OF PAYMENT AND RATES
CITY shall compensate CONSULTANT for the successful completion of the work described inExhibit A as detailed below.

In no event shall the total consideration for the services required by the Agreement exceed Two Hundred Fifty Thousand Dollars ($250,000) for any and all fiscal years during the term of the Agreement at the amounts set forth in CITY authorized purchase orders

1. CITY agrees to compensate CONSULTANT Thirty-One and One-Half Percent (31.5%) of the gross receipts for any license agreement for which CONSULTANT identifies the licensee(s), negotiates the terms of the license agreement, and administers the license agreement.

2. CITY agrees to compensate CONSULTANT Thirty and One-Half Percent (30.5%) of the gross receipts for which CITY identifies the licensee(s) and provides the name and contact information for the licensee(s) to the responding firm and the responding firm negotiates the terms of the license agreement and administers the license agreement.

3. When the trademark license agreement is for single time use, such as entertainment-related uses of CITY’s trademarks and the display of CITY’s trademark in print, cable, television, motion pictures, and other media, then CITY shall have the right to negotiate a fee with CONSULTANT based on CONSULTANT’s hourly rates listed below.

This fee shall be agreed upon in writing between CITY and CONSULTANT prior to undertaking any negotiations with the entertainment-related business.

4. While CITY shall provide all legal services in connection with enforcement of any Property trademark infringement, CITY may utilize CONSULTANT to pursue settlements and/or licensing agreements with businesses which are in violation of using the Property trademark without a licensing agreement executed between CITY and the business. If CITY discovers the Property trademark violator, CONSULTANT shall not be paid a fee unless CONSULTANT negotiates the license agreement with the violator. If CONSULTANT discovers the violator, CONSULTANT will be paid for settling the Property trademark violation with violator and/or negotiating a Property license agreement with the violator. At CITY’s discretion, CITY may compensate CONSULTANT for the services described in this item 4 in one of the following ways:
a. At the hourly rates set forth below in this Exhibit B; or b. Thirty and One-Half Percent (30.5%) of any Property trademark infringement settlement with CITY and/or Thirty and One-Half Percent (30.5%) of the negotiated Property license agreement.

DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -41-
B0785-0001\2751036v5.doc
Name of Employee Title Hourly Rate
Mark Roesler Chief Executive Officer $100.00
Azadeh Sinai Samimi General Counsel $90.00
Wyatt Manolakas Director of Business Development $60.00 Ashley Haas Director of Community Outreach $60.00
Anna Schuelein Director of Web Services $40.00
CONSULTANT shall not be entitled to any percentage of the gross receipts for the licensing agreements CITY solely negotiates, including those negotiated by the Beverly Hills Chamber of Commerce and the Beverly Hills Conference and Visitors Bureau.

CONSULTANT shall submit to CITY a detailed invoice, on a monthly basis or on another schedule as mutually agreed upon in writing between CONSULTANT and CITY, for the services performed pursuant to this Agreement. Each invoice shall itemize the services rendered during the billing period and the amount due. Within thirty (30) days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice. CITY shall pay CONSULTANT said Consideration in accordance with the schedule of payment set forth in this Exhibit.

DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 -42-
B0785-0001\2751036v5.doc

EXHIBIT C

CERTIFICATE OF INSURANCE
This is to certify that the following endorsement is part of the policy(ies) described below:

NAMED INSURED COMPANIES AFFORDING COVERAGE
A.

B.

ADDRESS C.

COMPANY
(A. B. C.) COVERAGE
POLICY
NUMBER

EXPIRATION
DATE
B.I. LIMITS
P.D.

AGGREGATE
AUTOMOBILE LIABILITY
GENERAL LIABILITY
PRODUCTS/COMPLETED

OPERATIONS
BLANKET CONTRACTUAL
CONTRACTOR'S PROTECTIVE
PERSONAL INJURY
EXCESS LIABILITY
WORKERS' COMPENSATION

It is hereby understood and agreed that the City of Beverly Hills, its City Council and each member thereof and every officer and employee of the City shall be named as joint and several assureds with respect to claims arising out of the following project or agreement:

It is further agreed that the following indemnity agreement between the City of Beverly Hills and the named insured is covered under the policy: Contractor agrees to indemnify, hold harmless and defend City, its City Council and each member thereof and every officer and employee of City from any and all liability or financial loss resulting from any suits, claims, losses or actions brought against and from all costs and expenses of litigation brought against City, its City Council and each member thereof and any officer or employee of City which results directly or indirectly from the wrongful or negligent actions of contractor's officers, employees, agents or others employed by Contractor while engaged by Contractor in the (performance of this agreement) construction of this project.

It is further agreed that the inclusion of more than one assured shall not operate to increase the limit of the company's liability and that insurer waives any right of contribution with insurance which may be available to the City of Beverly Hills.

In the event of cancellation or material change in the above coverage, the company will give 30 days written notice of cancellation or material change to the certificate holder.

Except to certify that the policy(ies) described above have the above endorsement attached, this certificate or verification of insurance is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein.

Notwithstanding any requirement, term, or condition of any contract or other document with respect to which this certificate or verification of insurance may be issued or may pertain, the insurance afforded by the policies described herein is subject to all the terms, exclusions and conditions of such policies.

DATE: BY:

Authorized Insurance Representative
TITLE:

AGENCY: ADDRESS:

RM02.DOC REVISED 10/14/96.

DocuSign Envelope ID: F914A984-7517-4798-88E8-9718640144D5 Certificate Of Completion
Envelope Id: F914A9847517479888E89718640144D5 Status: Sent Subject: CMG Worldwide Trademark Licensing - December 13 City Council Meeting Source Envelope:

Document Pages: 42 Signatures: 5 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
12/5/2022 4:47:27 PM
Holder: Cindy Owens
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Deborah Hakman for
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 172.116.62.172
Sent: 12/5/2022 4:53:56 PM
Viewed: 12/5/2022 4:54:38 PM
Signed: 12/5/2022 4:55:03 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Maria Gejdosova
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 76.238.170.204
Sent: 12/5/2022 4:55:07 PM
Viewed: 12/7/2022 6:30:34 AM
Signed: 12/7/2022 6:32:50 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Mark Roesler
[email protected]
CEO & Chairman
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.184.232.68
Sent: 12/5/2022 4:55:07 PM
Viewed: 12/6/2022 9:16:00 PM
Signed: 12/6/2022 9:16:35 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Laura Biery
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 99.100.0.26
Signed using mobile
Sent: 12/7/2022 6:32:55 AM
Viewed: 12/7/2022 6:41:34 AM
Signed: 12/7/2022 6:43:24 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
DocuSign
Signer Events Signature Timestamp
Sharon L'Heureux Dressel
[email protected]
Risk Manager
Sharon Dressel
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.245.189.166
Sent: 12/7/2022 6:32:55 AM
Viewed: 12/7/2022 7:55:28 AM
Signed: 12/7/2022 7:55:36 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: 12/7/2022 7:55:40 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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: 12/7/2022 7:55:40 AM
Viewed: 12/7/2022 8:31:22 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
COPIED
Carbon Copy Events Status Timestamp
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
Flora Flowers
[email protected]
Security Level: Email, Account Authentication
(None)
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Attachment 2
Mark Roesler, Esq.

Founder, Chairman & CEO
CMG Worldwide, Inc.

October 28, 2022
The City of Beverly Hills
455 N Rexford Dr
Beverly Hills, CA 90210
To Whom It May Concern:

My name is Mark Roesler, and I am the founder, Chairman and CEO of CMG Worldwide, Inc. (“CMG”). CMG Worldwide is an Indiana corporation, and our current headquarters are located at 9229 Sunset Boulevard, Suite 950, West Hollywood, California 90069. Beginning December 1, 2022, CMG’s new headquarters will be at the Penthouse of the Beverly Hills Gateway Building at 9777 Wilshire Blvd., Beverly Hills, California 90212.

Beginning in 1992, the Beverly Hills Chamber of Commerce, which was then responsible for the City’s trademark licensing program, enlisted CMG as the exclusive licensing representative of the Beverly Hills intellectual properties. I was personally in charge of the account and did extensive work to build the legal foundation of these valuable trademarks. In 2013, the city of Beverly Hills reengaged CMG’s trademark representation through the end of 2022. Having been very personally active in the legal and marketing initiatives of the City of Beverly Hills trademarks, I consider myself very knowledgeable about the numerous issues surrounding these world famous trademarks.

This letter is in response to your Request for Proposal sent to my firm on October 17, 2022. I am the sole individual with authority to negotiate on behalf of and to contractually bind CMG, and who may be contacted during the period of proposal evaluation. If you have any questions, please feel free to reach me at mark@cmgworldwide. com, 9229 W Sunset Blvd Ste. 950, West Hollywood, California 90069, or via my direct line at 317.513.6600. The accompanying proposal from CMG (“Proposal”) constitutes a contractual offer for a period of at least one hundred eighty (180) days from the date of the Proposal.

I look forward to continuing our long time working relationship and fostering new opportunities for the City of Beverly Hills into the future.

Respectfully submitted,
CMG WORLDWIDE MAR« RossueR, Eso.

Representing The World's Greatest Legends CEO & Founder 2 Part 1: Letter 1
Part 2: Table of Contents 2
Part 3: Introduction to CMG Worldwide 3
Part 4: Proposal Summary 5
Part 5: Understanding of the Requirements and CMG’s Ability to Meet 7 Part 6: Profile of the Proposing Firm 8
Part 7: Qualifications & References 10
Part 8: Work Plan of Proposal 13
Part 9: Project Staffing 15
Part 10: Project Management 16
Part 11: Proposal Exceptions 17
Part 12: Cost Proposal 18
Part 13: Evidence of Coverage 19
Part 14: Additional Information 21
CMG Worldwide, Inc.

Proposal for the City of Beverly Hills

2. Table of Contents
3 CMG Worldwide, Inc. is a premier intellectual property rights management, licensing and consulting agency that presently represents over 300 clients. Since its inception in 1981, CMG has represented the intellectual property rights of over 1,500 iconic clients in the sports, entertainment, music, and historical realms, including the likes of James Dean, Jackie Robinson, Maya Angelou, Neil Armstrong, Amelia Earhart, Malcolm X, Rosa Parks, Aaliyah, and Chuck Berry. CMG’s expertise extends to brand representation, as evidenced by ongoing projects with Gilbert H. Baker Foundation, Canter’s Delicatessen, and Jeannie Buss’s Women of Wrestling. Our legal and marketing staff drive a potential license from preparation and brand negotiations to royalty administration and deal upkeep. Our staff finalizes over 1,000 licensing deals on an annual basis. 42 years of industry-leading legal, marketing, and licensing expertise has seen CMG conceptualize and execute no fewer than 30,000 licenses for our clients’ trademarks, copyrights, and rights of publicity. We have a global network of over 20,000 companies that we have facilitated various forms of intellectual property contracts for and with. We pride ourselves on having cuttingedge expertise and leadership in the realm of intellectual property licensing.

In executing CMG’s huge volume of historical deals, our staff have worked with and maintained relationships with companies that run the gamut of licensing activities – studios, entertainment companies, music labels, merchandise and apparel brands, food and beverage companies, and tech companies, among others. CMG frequently collaborates with the world’s most powerful organizations, including the likes of Facebook, Amazon, Apple, Netflix, Google, Nike, Adidas, Wells Fargo, and Bank of America. Our robust network facilitates first contact with market leaders across a diverse range of industries, and our staff’s marketing acumen drives the development of innovative and successful licensing programs. We aggressively market our clients’ trademark portfolios to broker impactful collaborations with brands, from merchandising opportunities, television commercials to print advertisements, film placements, special packaging, and product cross promotion. Today, CMG manages and maintains a portfolio of hundreds of domestic and international trademarks on our clients’ behalf, and we prosecute to protect trademark integrity when necessary.

Unlike other licensing and marketing agencies, CMG’s emphasis begins with legal protection. Our seasoned legal team negotiates, drafts, and administers license agreements suited to each of our clients’ individual needs, allowing our business development, marketing, and promotional teams to freely focus on developing client brands through the identification and aggressive pursuit of new licensing opportunities across all mediums both domestic and abroad.. We actively seek out commercial opportunities that are consistent with our brand positioning goals, while balancing our clients’ strategic goals, as well as those of our licensing partners.

CMG has decades of experience in working with municipalities and local and federal government agencies on trademark licensing programs. CMG represented “I Love New York” on behalf of the New York State Department of Economic Development, and was instrumental in developing the brand from its inception in the 1990s as a Milton Glaser doodle, to a level of global recognition which allowed us to generate $30 million in licensing revenue for the State of New York from 1995 to 2016.

In addition, CMG previously lent its expertise to the Hollywood Chamber of Commerce to represent the Hollywood sign and Hollywood Walk of Fame. Our role included securing various trademarks for the iconic Los Angeles landmarks and licensing those trademarks to third parties. Our licensing efforts for the Hollywood sign and Hollywood Walk of Fame generated $4 million for our client from 1987 through 2016.

CMG’s work on behalf ofthe City ofBeverly Hills extends back to the early 90’s when we were first engaged by the Beverly Hills Chamber of Commerce. From 1992 to 1999, and again from 2013 through 2022, CMG served as the City’s exclusive, worldwide licensing agent and handled licenses on its behalf with leading brands, including Skechers, Revolve, Williams Sonoma, and Amiri.

3. Introduction to CMG Worldwide, Inc.
4 Today, while CMG is well established in representing and protecting historical IP, the company has continued to expand itself into new technological frontiers through its creation and exploitation of new valuable intellectual property. Five years ago, CMG’s founder & CEO, Mark Roesler, partnered with tech visionary, Travis Cloyd, to launch Worldwide XR – a cutting-edge XR company based in Los Angeles and Miami – as a subsidiary of CMG. Travis is a leading futurist, award-winning producer, Metaverse educator, and entertainment executive with a focus on creating, managing, and financing immersive state-of-the-art technology companies. Travis has conceptualized and delivered next-level digital content to government agencies, professional sports leagues, major international studios, iconic brands, legendary actors, global musicians, top athletes and historical figures throughout his career. For example, in 2021, CMG Worldwide partnered with the United States Space Force, Vue XR, Star Atlas, & Ethernity to present the first ever officially licensed space NFT collection: Armstrong Satellite NFT Launch with Spaceforce. More recently, Worldwide XR conceptualized, managed, and wrapped production with Ford and Charlie D’Amelio to launch the 2023 Ford Mustang GT.

CMG has had various international offices throughout its history, including offices in Rio de Janeiro and Taiwan. Currently, CMG’s main presence is in Los Angeles, California, and also maintains offices in major cities such as Indianapolis, Indiana and Nashville, Tennessee, where the majority of its music matters are handled. Regardless of ourlocation, whether working with a celebrity or celebrity estate, organization or municipality, CMG is dedicated to providing client-tailored service. Our hand-in-hand approach ensures we develop our clients’ brands responsibly, and in line with the vision of each brand’s ethos and pathos. For Beverly Hills,we will ensure the development of a cohesive brand image, one that embodies luxury, exclusivity, relaxation, and comfort. Our collective skill and experience would be an indispensable asset for the City of Beverly Hills in protecting and promoting the use of the Beverly Hills Shield. Please feel free to contact Mark Roesler, Chairman & CEO, CMG Worldwide, Inc., or Azadeh Sinai Samimi, General Counsel, CMG Worldwide, Inc., per the contact details below in the event of any questions or concerns relating to this Proposal:
(1) Name: Mark Roesler
Title: Chairman & CEO
Email: [email protected] [preferred]
Phone: (317) 513 - 6600
(2) Name: Azadeh Sinai Samimi
Title: General Counsel
Email: [email protected] [preferred]
Phone: (213) 784 - 8621
5 Marketing Strategy
Collection Division
Social Media Strategy
CMG provides a complete suite of marketing services for its clients’ trademarks and other intellectual property. Our assertive style and aggressive pursuit of both domestic and international marketing programs for our clients distinguishes us from our competitors. We formulate a marketing strategy according to our clients’ needs and desires, and then selectively search for and establish marketing programs that reflect these goals. Specifically, CMG creates and disseminates marketing materials that overview the clients’ brand, any previous deals, synergy with the potential licensee, and concepts for potential collaborations. We have over 1,000 active licensees around the world today and maintain strong relationships with the over 20,000 companies that we have worked with in the past. These relations facilitate licensing opportunities for our clients in a way that most other agencies simply cannot match. As tools to promote inbound business, the official CMG website and client websites have proven to be invaluable. With nearly one million hits collectively per day, CMG owned sites help to develop brand association between our clients and CMG, to drive e-commerce across platforms, and to funnel incoming license opportunities.

In the decade since our relationship was last evaluated, CMG has devoted significant time and resources to the expansion of its marketing and social media departments. CMG has redeveloped its client promotional materials and dissemination strategies in a push to drive outbound sales. Our clients have significantly benefited from this revamp, as it has facilitated several recent high-profile deals.

CMG’s legal and financial staff vigorously pursue all licensees which are delinquent in payment or are otherwise in breach of their agreement. Distinct from infringement matters, CMG typically settles collection disputes amicably. We find that our approach encourages expeditious payment and maintains goodwill for potential future licenses. If the licensee refuses their responsibilities, CMG will implement formal collection procedures. The standard collection procedure requires clients to decide whether to pursue collection of delinquent monies owed via arbitration or lawsuit, depending on which is more likely to result in a swift and inexpensive collection of the debt. The CMG legal department then uses all available means to collect any award or judgment rendered, including retaining local counsel to enforce the award or judgment.

CMG has a strong social media presence and strategy. Indeed, over 30,000,000 people across Facebook, Instagram, Twitter, and Youtube collectively follow CMG owned and/or managed accounts.

Our social media strategy has evolved considerably in the last several years. We prioritize in-house consolidation of all social media management, and have created new accounts for all clients. Our social media manager posts at a regular cadence across platforms and with client-tailored design ethos. We recently kickstarted our TikTok presence and have seen rapid growth. We have understood the power of social media to monetize our decades of stockpiled content and to drive inbound business through client cross-promotion. Both have proven profitable, but we would like to emphasize the potential value of cross-promotion of the Beverly Hills brand to our 30,000,000 followers.

4. Proposal Summary
Advertising and Promotion
At CMG, we emphasize the visibility of our clients above all else. For that reason, our focus is not on the placement of CMG Worldwide ads, but rather the visibility of our clients. For example, our clients are often 6 Experience Working with Municipal Government, Federal Government, and Similar Private Entities
CMG has several decades of experience in working with municipal and federal government agencies, as well as similar private entities. CMG served as exclusive licensing agent and spearheaded a brand based on Milton Glaser’s I Love New York doodle for the New York State Department of Economic Development for over 20 years.

Beyond I Love New York, CMG and its entertainment technology focused subsidiary, Worldwide XR, recently collaborated with the US federal government on the production of the first ever officially licensed space NFTs:

Armstrong Satellite NFT Launch with Spaceforce. CMG and Worldwide XR feel deeply honored to have ushered the federal government’s first step towards embracing Web3 technology. The success of the campaign left the door open for an expanded relationship with the United States Space Force, as well as with other federal government agencies.

While not yet public, the Gilbert H. Baker Foundation has retained CMG to serve as the exclusive business agent and marketer oftheirre-designed Pride logo. CMG’s expertise is valuable to help determine how bestto market these iconic symbols.

Most notably, CMG has served as the exclusive worldwide representative of the Shield. Roesler and CMG completed extensive work to build the legal foundation of the City’s valuable trademarks. In the decades since, CMG has worked hand-in-hand with the City to continue to maintain a cohesive and long-lasting brand, but we are just getting started. Travis Cloyd, CEO of CMG subsidiary Worldwide XR, recently presented his vision for The Beverly Hills Metaverse to Mayor Bosse and other city officials. While still in its early stages,the project promises to drive City profits through: virtual travel, virtual learning, virtualreal estate, gaming, and e-commerce. The projectrelies on nextgeneration VR, XR, and AR hardware, thus positioning the Beverly Hills brand for significant growth in the next five to ten years.
featured prominently in advertising campaigns, which run the gamut across diverse media channels, including traditional print and digital outlets, Google Doodles, and even joint NFT campaigns with the US government. While our marketing strategy is client focused, our highly successful and creative promotional department also works diligently to leverage our advertising and media relations to position our company as the preeminent authority on right of publicity and IP representation. This positioning ensures a consistent flow ofinbound licensing opportunities from leaders among a diverse range of industries.
7 Identify and pursue new opportunities for licensing in domestic and international markets, in existing and new product categories in prevailing and emerging media, at the direction of the City. CMG feels confident in claiming status as the preeminent global authority on licensing in existing and new product categories. Given the fact that we routinely manage IP and trademark portfolios of a roster of 300+ clients - we maintain direct lines of communication and strong business relationships with an extensive network of nearly 20,000 brands and licensees. We leverage these relationships to develop, negotiate and facilitate meaningful collaborations with brands and contracting organizations to ensure that our clients are featured in impactful endorsement campaigns, from television commercials to print advertisements to special edition packaging and cross promotion. As such, our marketing outreach on behalf of our clients is ongoing, steady and continuous. We routinely identify and pitch collaborations to our global network of existing and pastlicensees that have diversified interests across innumerable product categories. Recent Web3 technological innovations have allowed CMG to leverage our clients’ trademarks with industry leaders across new modes of media. As mentioned above, Worldwide XR leveraged the trademarks of long-time CMGclientNeilArmstrong,to develop and debutthe United States Space Force’s first everNFT collection in 2021. CMG aims to prepare for the next several decades of content revolution, and expertise gained through cutting-edge collaborations such as this helps to ensure the longevity of both our clients and our organization.

Prepare licensing agreements for presentation to the City. CMG’s legal staff is experienced in a diverse suite of licensing agreements on behalf of the City. Before execution, we will prepare a concise one-sheet, and, if necessary, a slide-deck detailing the proposed licensee, deal mechanics, and deal terms for presentation to and approval by the City. To respect the time of the city’s representatives, potential licensees will be proposed in batches.

Manage Licensees. CMG represents over 300 of the world’s most famous personalities and brands. On their behalf, CMG executes and manages over 1,000 royalty bearing licenses per year. To administer this quantity of licenses and coordinate approvals, CMG relies on its talented staff and robust, proprietary document management system.

Submit royalty reports to the City so the City can invoice for payment. City will then remit payment to the successful firm. CMG relies on meticulous record keeping and a proprietary document management system to handle a remarkably high transaction volume. Ourrecords system stretches back to the company’s first days. Today, it allows us to successfully execute and remit payment to clients for upwards of 1,000 deals per year. CMG’s royalty reporting system is set up to furnish monthly or quarterly royalty reports to our clients, based on their preference.

Evaluate current license agreements and recommend changes to be implemented in future license agreements. Legal and marketing staff review current licensing agreements on a recurring basis in order to ensure licensees continually meet the high standards set by CMG and our clientele. In addition, it is important that we continually update our license agreements to reflect the changes that rapidly occur in the intellectual property.

For example, we are particularly vigilant when it comes to adapting license arrangements on behalf of our clients, to leverage opportunities for their trademarks and IP through new, emerging media and formats of exploitation - such as crypto deals, officially licensed NFTs and the like.

5. Understanding of the Requirements and Ability to
Meet
8 Selected Personnel
CMG, inclusive of its subsidiaries, employs 40 diverse professionals, 7 of which are lawyers. Our staff come from all backgrounds, but share a history of academic and professional excellence. Mark Roesler founded CMG 42 years ago and has served as CEO ever since. Worldwide XR, CMG’s entertainment technology-focused subsidiary, produces and delivers immersive content and offerings within the Metaverse ecosystem - and is headed by founder and CEO Travis Cloyd - a futurist, educator and renowned producer of Web3 content.

CMG and Mark Roesler have defined the cutting-edge of IP and right of publicity law for over 40 years, and in doing so have demonstrated outstanding longevity. With Worldwide XR, Mark, Travis and the team aim to ensure CMG remains on the cutting edge for decades to come.

Over CMG’s history, we’ve represented over 1,500 of the world’s most famous entertainment, musical, athletic, and historical personalities. Today, we serve over 300 clients, including Lou Gehrig, Jerry Garcia, Sugar Ray Robinson, and Dr. Timothy Leary, to name just a few. On our client’s behalf, we have executed licenses with many of the world’s leading organizations, including Facebook, Apple, Amazon, Netflix, and Google. We represent a growing group of industry leading brands. CMG and Gilbert H. Baker Foundation are jointly developing a new pride logo, with plans to launch the logo via a massive social media campaign early next year. Los Angeles Lakers’ owner Jeanie Buss has retained CMG as the exclusive licensorfor her new sports entertainment broadcast organization, Women of Wrestling.

Mark A. Roesler, Esq., Chairman & CEO
The year 2022 marks Mark Roesler’s 42nd year at the helm of CMG Worldwide. Mr. Roesler founded the company and has continuously served as its Chairman and CEO. Through CMG’s early years of defending Norman Rockwell’s famous artwork, during America’s bicentennial, Mr. Roesler witnessed the struggles that families of deceased celebrities would face in safeguarding their loved ones’ names and likenesses after their death. To that end, he made it his personal mission to protect these valuable intellectual property rights. Today, he is credited with having been the driving force in establishing the legal framework that protects the rights of deceased celebrities. In all, Mr. Roesler has represented over 1,500 of the world’s most famous entertainment, sports, historical, and music icons in various legal and marketing capacities over the course of CMG’s history.

Azadeh Sinai Samimi, Esq., General Counsel for Business and Legal Affairs As General Counsel of CMG Worldwide, Azadeh Sinai Samimi is responsible for overseeing CMG’s worldwide legal and business affairs, including litigation, intellectual property, and corporate matters. In this capacity, Azadeh provides legal counsel to senior management and internal creative and marketing teams on intellectual property matters, corporate issues, and employment matters and oversees the entire CMG legal department.

Azadeh is also credited with spearheading the expansion of CMG’s media rights department. In this role, Azadeh has played a heavy hand in optioning the rights of the various literary works and life story rights of our clients to major film, television, and live theater productions. Azadeh has been with CMG for nearly nine years. Before joining CMG, Azadeh worked for NBCUniversal in their Trademark and Anti-Piracy departments.

Rebeca Cùnado, Esq., Senior Counsel for Business and Legal Affairs As Senior Counsel for CMG Worldwide, Rebeca Cuñado understands the importance of fostering long term industry relationships and striking the delicate balance between business and legal considerations. Through her nimble and effective approach, Rebeca has quickly risen through the ranks of CMG, where she began her career as a law clerk, within a period of six years. In her current position, Rebeca manages various clientele, advising on marketing strategies and the legal implications associated therewith, negotiates and drafts a variety of entertainment agreements, and counsels internal teams on a range of business and legal issues.

6. Profile of the Proposing Firm
9 Tina Xu, Chief Financial Officer
In terms of managing CMG Worldwide’s monetary business, Tina is an expert. Serving as Chief Financial Officer since 2018, Tina is responsible for monitoring and managing the company’s financial health. She uses her vision and leadership to ensure economic growth both in the short and long term. Tina embraces cultural diversity and new experiences. She grew up in Shanghai, studied Accounting in Texas and Indiana, lived in Las Vegas, and now resides in Indianapolis.

Jennifer Lash, Director of Music Licensing
AsDirectorofMusic Licensing, JenniferleadsourNashvilleofficeon“MusicRow” andinparticular,oversees our music clients. Her 25 year past employment experience includes entertainment companies such as BMI, Harry Fox Agency, Colbert Artist Management, Bourne Co., Indiana University Press and Next Decade Entertainment.

She has worked as a music publisher, record label, artist management, performance rights organization, literary publisher and in other various licensing roles. Some of the music catalogs she has licensed songs include the music catalogs of Chuck Berry, the band Boston, Oscar Brown, Jr, Harry Belafonte, Yip Harburg, Vic Mizzy and Dr. Maya Angelou. At CMG, she has created a licensing niche by licensing musical settings of the poetry of Dr. Angelou, the speeches of Malcolm X and music samples of other personalities’ intellectual property by creating music catalogs.

These musical compositions provide new assets for CMG clients to license.

Travis Cloyd, Chief Technology Officer and CEO of Worldwide XR Travis Cloyd is the Chief Technology Officer of CMG Worldwide and CEO of Worldwide XR. He is the futurist in residence at the #1 ranked Thunderbird School of Management, a tech visionary, an award-winning producer and member of the PGA, Metaverse educator, and entertainment executive with a focus on creating, managing, and financing immersive state-of-the-art technology companies. Travis has conceptualized and delivered next-level digital content to government agencies, professional sports leagues, major international studios, iconic brands, legendary actors, globalmusicians,topathletes andhistorical figures throughouthis career. Hehasproduced feature films, virtual reality experiences, augmented reality content, NFT’s and much more. He continues to break new ground within the entertainment industry creating and protecting virtual human IP content based on historical figures for all facets of the diverse XR, Metaverse and NFT ecosystem. Mr. Cloyd has produced VR content for major sporting events like Daytona 500, Playstation Fiesta Bowl, Mitsubishi Las Vegas Bowl, Auto Club 400, WOW Wrestling. He routinely works with celebrities like John Travolta, Nicolas Cage, Wesley Snipes, A.R. Rahman, Shah Rukh Khan, Christina Ricci, John Cusack, Leigh Steinberg, billionaire business tycoon Mukesh Ambani, NFL MVP and Super Bowl MVP Patrick Mahomes, as well as brands such as; Toyota Motor Company, Entertainment One, Universal Studios,NASCARandReliance JIOtoname a few.More recently,Travis andWorldwideXRconceptualized, managed, and wrapped production with Ford and Charlie D’Amelio to launch the 2023 Ford Mustang GT.

Ryan Pluckebaum, Director of Design
As Director of Design for CMG Worldwide, Ryan oversees the creation and maintenance of the online presence of the CMG client roster, as well as client-tailored outbound marketing materials. Ryan has played an integral role in building CMG’s e-commerce department and is in charge of developing and managing both the web stores and online marketing strategy for multiple CMG clients. Ryan joined CMG in 2013 and since then he has spearheaded countless invaluable projects, including the modernization of our client websites. 10 For 42 years, CMG has offered a unique service as the preeminent, global authority on the licensing and marketing of the valuable intellectual property rights in and to the name and image of our clients. However, the extent of service offered by CMG since its inception has grown significantly. CMG breaks down its service offerings into four categories:

Beyond these four service lines, but still operating as a CMG subsidiary, is Worldwide XR. Worldwide XR provides cutting-edge Web3 services to our clients, such as metaverse property valuations, NFT and immersive content production and creation, and XR, AR, and MR media development. Subsidiaries of Worldwide XR include VueXR, LLC and Spatial Motors, LLC.

Examples of successful licensing / marketing agreements that CMG has provided to similar public agencies or companies:

I Love New York saw its start as a doodle done by Milton Glaser in the back of an NYC cab. Using this doodle as the basis for a trademark, CMG spearheaded the development of the now iconic I Love New York brand.

For several decades, CMG served as exclusive licensing agent for the New York State Department of Economic Development. During the term of this arrangement, CMG conceptualized, negotiated and administered deals with Disney, Bank of America, Lego, Dunkin Donuts, and JetBlue Airways, among many others. From CMG’s first involvement through NYC’s establishment of a governmental office responsible for I Love New York, CMG oversaw the growth of a multi-million dollar brand. Today, built upon CMG’s efforts, I Love New York is an icon, and generates upwards of thirty million dollars for the city annually. In particular, the scope of services provided to the New York State Department of Economic Development by CMG included marketing of the I Love New York brand, identifying licensees to leverage its trademarks, negotiating and causing execution of license contracts, facilitating approvals as between the state of New York and licensees, and lastly, administration and facilitation of royalty collection under such contracts. The project was supervised by CMG CEO Mark Roesler, and completed in 2016. The contact details of our reference are set out below:

Name: David Paterson
Title: Former Governor, State of New York
Phone: Office: 212-549-5194 (Voice & Text)
Mobile: 917-699-0850
Email: [email protected]
Valuation Services
Valuation services includes CMG subsidiaries Celebrity Valuations, LLC and the burgeoning Metaverse Valuations, LLC.

Client Representation
Our client representation service line includes our music, media, social media, speakers, and enforcement divisions. Through the client representation line, our personalities and corporate clients receive industry-leading branding, merchandising, promotional, and full licensing and infringement pursuit services.

IP Acquisition
The IP Acquisition line and client representation line operate similarly, but IP acquisition focuses its efforts onto IP owned by CMG.

General Services
Finally, general servicesprovides legal assistance toclients inthe realmsofindemnification and rights clearances.

1. 2.

3. 4.

7. Qualifications and References
11 The City of Beverly Hills first engaged CMG to represent trademarks associated with the Beverly Hills Shield as early as 1992. Since then, CMG has been proud to represent the iconic city in respect of its varied trademark properties. Notably, CMG has served as the City’s exclusive licensing agent for its trademarks from 1992 to 1999 and again from 2013 through 2022. Through the course of our long-standing relationship, we have facilitated the lending of the iconic Beverly Hills trademark assets to brands such as Williams Sonoma, Universal Studios, Golden Triangle Apparel, and are currently representing the city in negotiations with Revolve and Skechers. We liaise with the City of Beverly Hills to coordinate review and approval of license deals in accordance with procedure set out by city administration, and furnish royalty reports on a quarterly basis, per our current license contract. Azadeh Sinai Samimi, General Counsel, CMG Worldwide Inc. predominantly administers this arrangement and is the primary point of contact at our organization. The project is currently ongoing, and is slated to terminate in December 2022.

CMG has adhered to the schedule and budget set out by the City of Beverly Hills through the course of acting as its licensing agent. The contact details of our reference at the City of Beverly Hills are set out below:

Name: Laura Biery
Title: Marketing and Economic Sustainability Manager, City of Beverly Hills Phone: 310-285-1036
Email: [email protected]
National Baseball Hall of Fame CMG has represented the National Baseball Hall of Fame for over a third of a century. Through this time, Mark Roesler, Chairman and CEO, CMG Worldwide, has worked extensively with the Hall of Fame to license its trademarks, and has been in charge of their member licensing program. We are currently in the thick of discussions concerning various Metaverse opportunities for the National Baseball Hall of Fame and its constituent members. Our representation of the National Baseball Hall of Fame is currently ongoing, and CMG has adhered to the schedule and agreed budget while carrying out its assignments under our existing relationship.

The contact details of our reference at the organization are set out below:

Name: Scot Mondore
Title: Director of Licensing and Sales at National Baseball Hall of Fame and Museum Phone: 607-547-0270
Email: [email protected]
CMG Worldwide recently coordinated a licensing arrangement with the United State Space Force (“USSF”), the newly-organized, space service wing of the U.S. military. The United States Space Force honored Neil Armstrong with the naming rights forthe GPS III SV-05 satellite. CMG was responsible for structuring the deal, and brokering the terms ofthe officially-licensedNFTcollection as between theUSSF and theNeilArmstrong estate. We are currently working with the USSF to put together a similar licensing structure for Amelia Earhart. Our licensing project with the USSF for the Armstrong satellite was personally coordinated and managed by Mark Roesler and Travis Cloyd, and concluded in 2021. Mark and Travis are currently working with them on the Earhart satellite and officially licensed NFT collaboration. The contact details of our reference at the USSF are set out below:

Name: Scott Thomas
Title: GPS III Program Manager
Space Systems Command
Phone: Office: 310-653-3805
Mobile: 661-212-8281
Email: [email protected]
Major League Baseball has partnered with CMG on countless initiatives over the past decades. CMG has represented over 150 of the most iconic, legendary players in baseball history. One such example is Major League Baseball’s first officially licensed NFT, which tokenized one of the most iconic moments in baseball history - Lou Gehrig’s “Luckiest Man” speech from July 4, 1939. CMG once again orchestrated the licensing arrangement and design of the NFT as between MLB, Candy and Ethereum and the Lou Gehrig estate. Candy and Ethereum served as NFT and blockchain partners respectively. As the Lou Gehrig estate’s officialrepresentative, coupled with 12 our unique expertise in developing entertainment technology-driven content through our new media subsidiary Worldwide XR, we were uniquely positioned to leverage the Lou Gehrig IP to structure this deal. Mark Roesler and Travis Cloyd facilitated this deal with the MLB in June 2021. The contact details of our reference at Major League Baseball are set out below:

Name: Kevin Moss
Title: Sr. Manager, Community Affairs
Phone: 212-931-7431
Email: [email protected]
13 Identify and pursue new opportunities for licensing in domestic and international markets, in existing and new product categories and media at the direction of the City. To capitalize on the tremendous potential inherent to the Beverly Hills Shield, the City must gain the assistance of a firm experienced not only in licensing, but in the development and implementation of cohesive, client-tailored marketing strategies. CMG aims to expand the scope of the City’s licensees far beyond the apparel industry. Our approach is three-pronged:

Prepare licensing agreements for presentation to the City. CMG has over four decades experience in the preparation and presentation of potential licensing agreements to our clients. To respect the time of the city’s representatives, opportunities will be prepared and presented in batches of like licensees. As per our ongoing arrangement, the CMG’s licensing approval process with Beverly Hills entails the following:
i. Preliminary terms are sent to a designated point of contact at the City of Beverly Hills for review and questions;
ii. The Liaison Committee meeting is scheduled;
iii. CMG presents for approval to the Liaison Committee; iv. CMG provides the contract to the City via the City of Beverly Hills’ designated point of contact; v. During the monthly, full City Council meeting, the City Council will vote on proposed licenses; vi. If passed by the City Council, the agreement will be sent from CMG to the city for signature.

Manage Licensees. CMG maintains open lines of communication and strong relationships with licensees across various industries and product categories in the likelihood that more business, for the same or a different client, is forthcoming. CMG leverages its proprietary document management system to track and monitor the high volume of licensees and deals handled on a daily basis, and also allow for all staff to access prior deal terms and fees to ensure programs are negotiated at or above market value. In terms of negotiating with potential licensees, we submit their proposal to our client for approval in all phases of the licensing process, including product development, packaging, advertising, promotion, and license negotiations. Signed contracts from licensees are submitted to our

1. Production and distribution of custom marketing materials. We will proactively produce and distribute custom-tailored marketing outreach materials to potential licensees among diverse industries, including but not limited to big tech, luxury consumer packaged goods, luxury apparel and fast-fashion. To do so, we will draw upon our existing relationships with 20,000 of the world’s leading organizations. We aim to amplify the City’s brand through a concentrated push for logo and product placement across media channels. We also would like to pursue a MR/VR/AR Beverly Hills experiential event for distribution to gathering-places across the country.

2. A social media campaign. As previously mentioned, CMG is working with the Gilbert H. Baker Foundation on their development of a new pride logo. CMG has begun coordinating with influencers (between 50,000 and 2,000,000 followers) for a mass launch event in early 2023. The launch event will entail staggered social media posts from some of the world’s most influential LGBTQ+ people, a customdesigned Pride swag box, cross-promotional posts from CMG’s most followed accounts, and possibly custom-designed Snapchat and TikTok filters. We feel a campaign of similar, or greater, scope is possible for the City of Beverly Hills.

3. Tourism-focused marketing. While CMG has and will continue to drive profits through the direct licensing of the City’s Properties, a cleverly-devised international licensing campaign can increase tourism for the City. We will partner with travel bloggers, city leaders, and local social-media influencers to drive tourism to Beverly Hills from elite communities around the world. CMG also aims to drive virtual tourism, as enabled by Worldwide XR’s vision for the Beverly Hills metaverse, through this program, thus removing geographical barriers to entry.

8. Work Plan of Proposal
14 client through a monthly report. This report breaks down all activity taking place on behalf of the client, including information on current negotiations, proposed deals from potential licensees, royalty reports from current licensees, legal and trademark status, artwork and samples.

Submit royalty reports to the City so the City can invoice for payment. City will then remit payment to the successful firm. CMG developed a proprietary, online royalty reporting system nearly ten years ago and employs an updated version of this system today. Not only has this system proven itself to be the most expeditious method of royalty reporting from CMG to its clientele, but it also ensures the greatest degree of accuracy in the issuance of such payments because any inconsistencies can be immediately identified. Our system enables us to efficiently monitor each licensee and product for each property, to analyze any property or licensee by country, by product, or by several other distinctive tracking methods and to accurately track each licensee and the performance or the priority of each property. We consider our royalty reporting methodology a unique, value-added service.

Evaluate current license agreements and recommend changes to be implemented in future license agreements. CMG completes an annual re-evaluation of all active licenses in order to ensure their continued compliance with the high standards set by CMG and our clients. 15 As CMG’s client, the City of Beverly Hills will have support 24 hours a day and 365 days a year. CMG’s General Counsel, Azadeh Sinai Samimi, Esq., will serve as the City’s primary Project Consultant with CMG. Azadeh can be reached at [email protected] or at 310.987.7280. Our senior business development associate, Wyatt Manolakas ([email protected]), marketing director, Ashley Haas ([email protected]), and social media manager, Anna Schuelein ([email protected]) will round out the devoted project team, but the City can expect the engagement of CMG’s entire organization, including that of CEO & Founder Mark Roesler.

9. Project Staffing
16 CMG General Counsel, Azadeh Sinai Samimi, Esq, will serve as the Project Consultant and primary point of contact for the City. Wyatt Manoalaks, Ashley Haas, and Anna Schuelein will report directly to Azadeh, but also work closely with representatives from the City as needed. Azadeh will work with the City to set weekly and monthly targets for licensing profits and impressions. Azadeh will work with Wyatt, Ashley, and Anna on a daily basis to ensure these targets are met. Wyatt and Ashley will be responsible for driving outbound marketing and licensing across industries, both domestically and abroad. Ashley and Anna will work closely on the development and implementation of a cohesive social media strategy. In circumstances where the City identifies and hands off a potential licensee to CMG, CMG will respond to the City and the potential licensee within 24 hours and, if needed, meet with the potential licensee, when possible, in no more than 3 business days. t

10. Project Management
17 CMG requests no changes or exceptions to the City’s RFP conditions and requirements, and thus accepts all conditions and requirements as set forth in the City’s RFP.

11. Proposal Exceptions
18 For any license agreement for which CMG Worldwide, Inc., identifies the licensee(s), negotiates the terms of the License Agreement, and administers the license Agreement, CMG shall receive 31.5% of gross receipts. This is in line with CMG’s previous licensing agreement with the City of Beverly Hills, which commenced May 2013, and will expire in December 2022.

For any license agreement for which the City identifies the licensee(s) and provides the name and contact information for the licensee(s) to CMG Worldwide, Inc., and CMG Worldwide, Inc., negotiates the terms of the license agreement and administers the license agreement, CMG shall receive 30% of gross receipts. This is in line with CMG’s previous licensing agreement with the City of Beverly Hills, which commenced May 2013, and will expire in December 2022.

As an alternative to a percentage of gross receipts when the license agreement would be for single time use such as entertainment-related uses of the Property and the display of the Property in print, cable, television, motion pictures, and other media, CMG staff shall receive the hourly rates as set out below:

For these particular situations, the City shall have the right to negotiate a fee with CMG Worldwide, Inc.

The Cost Proposal is guaranteed and constitutes a contractual offer for a period of at least one hundred eighty (180) days from the date of the Proposal.

12. Cost Proposal
Name of Employee Hourly Rate
Mark Roesler $100
Azadeh Sinai Samimi $90
Wyatt Manolakas $60
Ashley Haas $60
Anna Schuelein $40
19 Our Insurance Policy, as provided by Liberty Mutual, can be found below:

CMG does not have a Professional Liability (Errors & Omissions) policy today. As of 10.26.22, CMG has requested an updated policy from our agency, Brown & Brown, to include Professional Liability coverage up to One Million Dollars ($1,000,000). We will have this coverage activated before the City awards representation of the Properties.

13. Evidence of Coverage
ACORD> CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY 12/22/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s).

PRODUCER $" Shepson, DOUGLAS
BROWN & BROWN OF INDIANA INC "tgE •.• { ..
11595 N Meridian St Ste 250 EMAL
ADORE ss
INSURER(S) AFFORDING COVERAGE NAC#
Carmel IN 460326968 INSURER A Ohio Security Insurance Company 24082

INSURED INSURER B
CMG WORLDWIDE, INC. INSURER C:
9165 Admirals Bay Dr INSURER D:

INSURER E:

Indianapolis IN 46236 INSURER F:

COVERAGES CERTIFICATE NUMBER· 0332845538 REVISION NUMBER: 2016-03

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.

EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

NSR
TYPE OF INSURANCE z: zz: 2REW%, POLICY EXP
LTR POLCY NUMBER (MD Lars
X COMMERCIAL GENERAL LABLITY EACH OCCURRENCE $ 1000000
- _lase [X] case pA1SES $ 300000
MED EXP (Any one person) $ 15000
- A X X BKS59391640 12/20/2021 12/20/2022 PERSONAL & ADV INJURY s EXCLUDED -
GENL AGGREGATE LIMIT APPLES PER GENERAL AGGREGATE s 2000000 x]=LI8 x1. PRODUCTS -COMP/OP AGG $ 2000000
OTHER s
AUTOMOBILE LIABILITY COMBINE D SINGLE LMIT s (Ea accident) - ANY AUTO BODILY INJURY (Per person) s
- OWNED
R �ULEO AUTOS ONLY BODILY INJURY (Per accident) $
- HIRED NON-OWNED ' poPERT DAMAGE
AUTOS ONLY AUTOS ONLY (ft, s
- s
UMBRELLA LAB [a EACH OCCURRENCE s
- EXCESS ] CuMs-MADE LAB AGGREGATE $
OED I ] RETENTION$ s

WORKERS COMPENSATION
'[, I lg;"

AND EMPLOYERS' LIABILITY YIN

ANYPROPRIF TORPAR TNF RE XE CUTVE
□ NIA EL. EACH ACCIDENT $
OFFICER/ME MBE REXCLUDED7
(Mandatory in NH) EL DISEASE -EA EMPLOYEE! $
{IESE3 %%%cos.. EL DISEASE • POLICY LIMIT s
DESCRIPTION OF OPERA TIONS LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Transwestern Property c/o
ACCORDANCE WITH THE POLICY PROVISIONS.

Sunset Sierra Properties, Inc.

AUTHORIZED REPRESENTATIVE
9229 Sunset Blvd, s22 West Hollywood CA 90069
I
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
20 CMG does not have a Comprehensive Vehicle Liability Insurance policy today. CMG does not own company vehicles nor are CMG staff allowed to use personal vehicles in performing the Scope of Work required by this Agreement. CMG has requested an updated policy from our agent, Brown & Brown, to include Vehicle Liability Insurance only for hired and non-owned vehicles with a minimum limit of One Million Dollars ($1,000,000). Should the City still require CMG to have Comprehensive Vehicle Liability coverage for owned vehicles with a minimum limit of One Million Dollars ($1,000,000), CMG will ensure active coverage before the City awards representation of the Properties.

CMG intends to allow our current Workers’ Compensation policy, as provided by Paychex Insurance Agency, to expire on March 3, 2023. CMG has requested an updated policy from our agency, Brown & Brown, to include Workers’ Compensation coverage with a minimum limit of One Million Dollars ($1,000,000). CMG has requested a Waiver of Subrogation. Please view our current policy below:

To conclude, although CMG does not currently meet the insurance requirements outlined in the RFP, CMG has the ability to provide what is outlined in the RFP and has already taken steps to do so. (Policy Provisions wCO00000Cy

INF ORMA TION PAGE

WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY
INSURER: SE ATTACHED ENDORSEMENT
vcci copy umber [iod]
Company Code. S
H• \TFOD
INFORMATION PAGE (Continued) Policy Numb. 76 WEG ADON4MW A.Wort Cornpnstio lure Pt on of th policy apples to the Worts Corn.pen.ton Le of testates vested here IN SEE ENDORSEMENT. WC 99 03 67
B Employers Liability insurance. Part Two of the policy apples to won in each state stied in ten JA The inits of our abty under Part Two are
Body injury by Acclidt $1.000.000 «ch accident
Bodily injury by Dis. $1.000.000 policy lent

POLCY NUMBER
Previous Policy Number
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Classifications
Code Number and
Description
Bodily injury try Or $1.000.000
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Total Estimated
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Premium FEIN Numbr. 35-1744510
tte Identification umber(s tr to t« XTFNSON Or TEE N OMA TON AGE- WC90.6 f. Named insured ad Mtg Address CG WORLDWIDE INC
(Ne.St. Town, State. i Cod) 9229 W SUNSET BLVD
WEST HOLLYWOOD CA 90069
C. Other States insurance: Part Tree of the policy apples to the states, fay.listed here NL STATES EXCEPT NORTH DAKOTA, OHIO. WASHINGTON WYOMING, US TERRITORIES ANO STATES

DE SGNATED IN ITEM JA OF THE INF ORMA TION PAGE
D. This policy includes these endorsements and schedule SEE ENDORSE ME NT -WC 99 03 68
4 Th prnlumn for thl. policy wit b trend by or Mu.. of fu Cl.fiction Rt d #Ring Plans. All information required blow is subject to verification and change by audit. f Named ired i: Corporation
Business of Nnd insured: Avert«sang Agenos
Ott workplace.d not shown bow. S Endornnt w990366
2 Poley Period from 03/22/22 Te 03/2223 ANNUAL
1201am Standard trne at the insured's rang adress
Product's Ne. PAYCHEX INSURANCE AGENCY INC4S
160 SA4WGRASS DRIVE
ROCHESTER NY 14620
Producer's Code. 76210756
ling Orne. THE HARTF ORD BUSINESS SERVICE CENTER
3600 WISEMAN BLVD
SAN ANTONIO TX 76251
(@r) 27-1312
Total Estimated Annul Premium $2.588
Depot Premium
Policy Minimum Premium. $600 CA (includes increased Linnet Min. Premn) Audit Period ANNUAL ltalint f«rm
The policy is not bending unless countersigned by our authored representative Countersigned b af Cue
Authored Representative
02/1022
Date
Total Standard Premer
Expense Constant
Terronsmn st insurance Programn Reauthonaton Act Disclosure Endorsement Catastrophe (Other Than Certified Acts Of Terrors)
Estrrated Annual Prerniumn (blore Surcharges)
Total E stirated Surcharges
See the attached Schedule(s) of Operations tor Location and State lvet Prrrrn intorraton Total Estimated Anet Preniumn. $2 588
Deposit Prniurn
Policy Minimumn Premium. $600 CA (includes increased Limit Min Prem) lntettetntrt.ate ldnifiction Number. Refer to Schedule of Operaons NACS 541810
Labor Contractors Policy Number. SC:731f
$2 090
$250
$106
$56
$2604
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form WC 00 0001A (1) Pated inU$A
Process Date: 02/10/22
Page1 (Continued on net page)
Policy Expiration Date: 0322/23
Form wC 00 0001A (1) Prated inu.SA
Process Date 02/1022

Policy Expiration Date 0322/23
21 Conflict of Interest Disclosure
CMG certifies that it has no interest in other projects orindependent contracts that conflict in any manner with the interests of the City.

Beverly Hills Business License
While CMG Worldwide, Inc. does not presently possess a Business License from the City of Beverly Hills, we are in the process of transitioning out of our current office space in West Hollywood to a new location in the City of Beverly Hills starting December 2022. CMG is able, and intends to obtain the required Business License from the city at the earliest. That being said, CMG is duly licensed to carry out business in the State of California by the California Secretary of State. Our State of California Secretary of State Number, or Franchise Tax Board Number is 4198948.

14. Additional Information
Title: TRADEMARK LICENSE AGENCY Bid No. RFP-22-010-04
19 APPENDIX A: EXPERIENCE FORM AND QUALIFICATIONS QUESTIONNAIRE The responding firm shall provide the following information. Failure to fully complete the required information may render the proposal non-responsive and possibly eliminate the proposal from further consideration.

Responding firms should note that a portfolio of work that demonstrates the ability of the applicant to provide the services described in Section II Objectives and Scope of the RFP shall be submitted in addition to this Appendix A.

1. Respondent has been engaged in the Trademark and Licensing business under the present business name of
____________________________________________ for ________ years. (Name of Business) (Number)

2. Business license # ________________ Issued by ________________________________ (Name of City for Business License)

3. Information for the main contact who would be able to answer questions regarding the proposal and its contents.

Name and Title: ________________________________
Phone Number: __________________ Email:____________________________________

4. How many full time staff does your firm currently employ? _______

5. For how many municipal government or public sector organizations is your firm currently providing the services described in this RFP? _________

6. In the last five (5) years, how many municipal government or public sector organizations has your firm provided the services described in this RFP to? ___________

7. For all clients referenced in Question #5, please provide on company business letterhead:
a. Municipal Government or Public Sector Agency name, location, and personal contact at that agency with telephone number
b. Brief description of the scope of work
c. Number of years your firm has continuously serviced the account

8. Your firm understands that all listed clients and references may be contacted by the City for the purpose of evaluating proposals (Circle One) Yes / No.

9. Please provide a brief, concise description of how the firm meets at least the minimum requirements established in this RFP:
__________________________________________________
__________________________________________________
CMG Worldwide, Inc. 42

N/A N/A
CMG Worldwide, Inc. does not presently have a business license from the City of Beverly Hills, but we are able to obtain one.

CMG Worldwide, Inc.'s State of California Secretary of State Number or Franchise Tax Board Number is 4198948.

Mark Roesler, Chairman & CEO
317-513-6600 [email protected]
40 1
1 CMG Worldwide, Inc. is a full -service intellectual property rights management, licensing and consulting agency. We routinely obtain, negotiate and administer trademark licenses on behalf of D
Title: TRADEMARK LICENSE AGENCY Bid No. RFP-22-010-04
20 __________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
__________________________________________________
________________________________ _____________________________ Print Name Signature Date
leading brands and personalities, and facilitate lending of our clients' intellectual property to merchandise, co-promotion, endorsement and sponsorship programs and campaigns.

Our scope of work includes marketing our clients to identify well-suited programs and opportunites for licensing of our clients' trademarks with vendors in the marketplace, that align with our client's interests as well as facilitate their smooth execution. We liaise with licensees for approvals and timely royalty collection. Our royalty reporting system is set up to furnish monthly or quarterly revenue reports to our clients, per their preference. We re-assesses improve on and update our forms regularly, in keeping with industry practices and developments. our client's brand values, and negotiate lucrative deal terms for such associations.

We spearhead business and legal discussions for such licenses, prepare contracts which safeguard Mark Roesler October 28, 2022
Mark Roesler, Esq.

Founder, Chairman & CEO
CMG Worldwide, Inc.

October 28, 2022
The City of Beverly Hills
455 N Rexford Dr
Beverly Hills, CA 90210
To Whom It May Concern:

My name is Mark Roesler, and I am the CEO & founder of CMG Worldwide, Inc. (“CMG”), located at 9229 Sunset Boulevard, Suite 950, West Hollywood, California 90069.

CMG was appointed as worldwide representative by the City of Beverly Hills (“City”) in connection with obtaining, servicing and negotiating agreements for the commercial exploitation of the City’s trademark properties (“Properties”) for a period of continuous nine (9) years from May 2013 through today’s date. CMG’s representation of the City’s Properties is slated to expire on December 31, 2022.

CMG’s services rendered for the City under this arrangement included obtaining, servicing and negotiating license agreements for:
(1) The sale of merchandise incorporating the Properties; (2) The promotion and/or advertising of third-party companies and products using the Properties; (3) Media or theatrical placements, including but not limited to movies, television specials, video releases, plays and/or other performances, books and/or other publications utilizing the Properties.

The details for our contact at the City are set out below:

Name: Laura Biery
Title: Marketing and Economic Sustainability Manager, City of Beverly Hills Phone: 310-285-1036
Email: [email protected]
Please feel free to reach me at mark@cmgworldwide, or or via my direct line at 317.513.6600 in the event you have any questions.

Respectfully submitted,
CMG WORLDWIDE MAR« RossueR, Eso.

Representing The World's Greatest Legends CEO & Founder APPENDIX B: COST PROPOSAL FROM CMG WORLDWIDE, INC.
a.

Our firm is proposing a 31.5% of the gross receipts for any license agreement for which the responding firm identifies the licensee(s), negotiates the terms of the License Agreement, and administers the License Agreement. b.

Our firm is proposing 30% of the gross receipts for which the City identifies the licensee(s) and provides the name and contact information for the licensee(s) to the responding firm and the responding negotiates the terms of the License Agreement and administers the License Agreement
c.

Our firm is proposing an hourly rate as shown in the table below as an alternative to a percentage of gross receipts when the license agreement would be for single time use such as entertainment-related uses of the Property and the display of the Property in print, cable, television, motion pictures, and other media. For these particular situations, the City shall have the right to negotiate a fee with the successful firm.

Name of Employee Hourly Rate
Mark Roesler $100
Azadeh Sinai Samimi $90
Wyatt Manolakas $60
Ashley Haas $60
Anna Schuelein $40