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CONTRACT 5875 OtherR. P. LAURAIN & ASSOCIATES INCORPORATED SUBMITTED VIA EMAIL March 3, 2020 City of EI Segundo 350 Main Street EI Segundo, California 90245 Subject: Real Estate Appraisal Services Portion of the Lakes at EI Segundo 400 South Sepulveda Boulevard EI Segundo, California 90245 APN: 4138-014-913 (portion) Agreement No. 5875 3353 LINDEN AVENUE, SUITE 200 LONG BEACH, CALIFORNIA 90807 TELEPHONE (562) 426-0477 FACSIMILE (562) 988-2927 RPLA@RPLAURAIN. COM Receipt is acknowledged of your recent invitation to submit a proposal for professional real estate appraisal services regarding a portion of the above - referenced property. It is understood that the intended users of the appraisal will be both the City of EI Segundo (City) and Topgolf USA EI Segundo, LLC (Topgolf). The objective of the appraisal study will be the market value of the fee simple interest of a portion of the subject property, as currently encumbered with the terms of various agreements that restricts the use of the subject site. Per information and mapping provided, it is understood that the subject property is to be appraised in its current state, as encumbered, including without limitation: • A grant deed from Chevron USA, Inc. to the City of EI Segundo (the instrument through which the City acquired title to the property, of which the premises is a part) that restricts the use of the premises to a public golf course and such other uses necessary and essential to the operation of a public golf course, and/or public outdoor recreational uses, including parks and playing fields and other similar active or passive recreational uses. • A License Agreement by and between the City and Southern California Edison affecting a portion of the premises. APPRAISERS - ANALYSTS Agreement No. 5875 City of EI Segundo March 3, 2020 Page 2 The larger subject property ownership contains approximately 26 acres of land area, per Assessor's mapping. It is understood that the City and Topgolf are "entering into a business relationship that requires them to agree upon the value of a 10.674 -acre parcel of land owned by the City and currently improved with a driving range, clubhouse, and a small portion of a nine -hole public golf course (the "premises")." The appraisal study, therefore, will pertain to said 10.674 acre parcel only, considering the highest and best use of the larger parcel as a whole, in the "as -is" condition, and considering the stated deed restrictions. As part of the appraisal study, we will need to coordinate with the respective parties to conduct a complete on-site inspection of the subject property. Further, it is understood that the City and Topgolf may be entering into an agreement to redevelop portions of the subject site. While said redevelopment of the site will not be considered in the subject appraisal study, we would request a brief summary of the proposed project, as well as the current rental rate applicable to the subject site. Based on the amount of time estimated to complete the appraisal study, the fee for our services will be in the total amount of $12,500. The appraisal report can be completed with 35 to 40 days following authorization to precede, evidenced by a receipt of a signed copy of this proposal letter. A current date of value will be employed. The appraisal will be prepared in accordance with the Uniform Standards of Professional Appraisal Practice as a complete narrative Appraisal Report. The Appraisal Report will be delivered simultaneously to both the City and Topgolf via e-mail, as an electronic (PDF) document. This agreement is subject to the supplemental indemnification and insurance terms attached hereto and incorporated herein by this reference. R. P. L A U R A IN & A S S O C I A T E S INCORPORATED Agreement No. 5875 City of EI Segundo March 3, 2020 Page 3 If there is any additional information you require at this time, it would be appreciated if you would contact the undersigned at your convenience. Very truly yours, R. P. LA ' AIN & ASSOCIATES, INC. PL ain AI, ASA rtified General Real Estate Appraiser alifornia Certification No. AG 025754 Attachment The parties authorize the appraisal services indicated above. City of EI Segundo Scott Mitnick City Manager Date: 3— 3 --ZOZ0 ATTEST City Clk APPROVED AS TO FORM City Attorney 3-16 d6 a0 R. P. LAU R A IN & A S S O C I A T E S INCORPORATED AGREEMENT FOR APPRAISAL SERVICES 1. INDEMNIFICATION. Agreement No. 5875 A. R. P. Laurain & Associates, Inc. ("CONSULTANT") agrees to the following: Indemnification for Professional Services. CONSULTANT will save harmless and indemnify and at the City of El Segundo's ("CITY's") request reimburse defense costs for CITY and all its officers, volunteers, employees and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by CONSULTANT or any of CONSULTANT's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. ii, Indemnification for other Damages. CONSULTANT indemnifies and holds CITY harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from CITY's sole negligence, or willful misconduct, Should CITY be named in any suit, or should any claim be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, CONSULTANT will defend CITY (at CITY's request and with counsel satisfactory to CITY) and will indemnify CITY for any judgment rendered against it or any sums, paid out in settlement or otherwise. B. For purposes of this section "CITY" includes CITY's officers, officials, employees, agents, representatives, and certified volunteers. C. It is expressly understood and agreed that the foregoing provisions will survive termination of this Agreement. D. The requirements as to the types and limits of insurance coverage to be maintained by CONSULTANT, and any approval of said insurance by CITY, are not intended to and will not in any manner limit or qualify the liabilities and obligations otherwise assumed by CONSULTANT pursuant to this Agreement, including, without limitation, to the provisions concerning indemnification. 2. INSURANCE. A. Before commencing performance under this Agreement, and at all other times this Agreement is effective, CONSULTANT will procure and maintain the following types of insurance with coverage limits complying, at a minimum, with the limits set forth below: Agreement No. 5875 Iyoe of Insurance Limits Commercial general liability: $2,000,000 Business automobile liability: $1,000,000 Workers compensation: Statutory requirement B. Commercial general liability insurance will meet or exceed the requirements of the most recent ISO -CGL Form. The amount of insurance set forth above will be a combined single limit per occurrence for bodily injury, personal injury, and property damage for the policy coverage. Liability policies will be endorsed to name CITY, its officials, and employees as "additional insureds" under said insurance coverage and to state that such insurance will be deemed "primary" such that any other insurance that may be carried by CITY will be excess thereto. Such endorsement must be reflected on ISO Form No. CG 20 10 11 85 or 88, or equivalent. Such insurance will be on an "occurrence," not a "claims made," basis and will not be cancelable or subject to reduction except upon thirty (30) days prior written notice to CITY. C. Automobile coverage will be written on ISO Business Auto Coverage Form CA 00 01 06 92, including symbol 1 (Any Auto). D. CONSULTANT will furnish to CITY duly authenticated Certificates of Insurance evidencing maintenance of the insurance required under this Agreement and such other evidence of insurance or copies of policies as may be reasonably required by CITY from time to time. Insurance must be placed with insurers with a current A.M. Best Company Rating equivalent to at least a Rating of "A:VII." E. Should CONSULTANT, for any reason, fail to obtain and maintain the insurance required by this Agreement, CITY may obtain such coverage at CONSULTANT's expense and deduct the cost of such insurance from payments due to CONSULTANT under this Agreement or terminate. Agreed: )4hn P.1�„ MAI, ASA resident R.P. Laurain & Associates, Inc.