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HomeMy WebLinkAbout2013-507 AMS - Kennon Craver PLLC for Southern Library Siting Due Diligence $ 5,000 god' 14 ms [Departmental Use Only] TITLE Brewer Property Study FY FY2013-14 ORANGE COUNTY CONTRACT UNDER$15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 15"' day of December, 2013, ("Effective Date") by and between Orange County,North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Kennon Craver, PLLC (the "Provider"), party of the second part; WITNESSETH: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement,time being of the essence: The services and/or materials (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: Legal professional services per the letter dated 12/5/13 entitled "Engagement For Legal Services Related to Southern Branch Library Siting (the "Project"), limited to Title Search,Zoning Compliance&Entitlement Review, and Evaluation of Potential Ownership Structures The term of this agreement rendered shall be from 12/15/2013 to 12/31/2014. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement,without the prior written approval of the County. SPECIFIC TERMS 1. Pam: The County'agrees to pay at the rates specified for Services 'satisfactorily performed in accord with this Agreement. The amount to be paid by the County shall not exceed Five Thousand Dollars, ($5,000.00). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non—waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same,nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent Provider, and the County shall not be responsible for any of the Provider's acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may Revised 9/13 1 be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://oranizecoupiync.gov/purchasing/contracts.ast) . If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of$1,000,000 per occurrence for professional liability(if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. 7. Entire Agreement: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. 8. Priori : In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Governing,Law: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all anti-discrimination laws. Pursuant to the terms of North Carolina General Statute 153A-449(b) no county may enter into a contract with a contractor unless the contractor and the contractor's subcontractors comply with the requirements of Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Provider's breach of this Agreement. By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. [SIGNATURE PAGE TO FOLLOW] Revised 9/13 2 IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE Y PROVIDER v By: By: .04 un y anager Title: 200 S. Cameron St. Kennon Craver,YtLC P.O. Box 8181 4011 University Drive, Suite 300 Hillsborough,NC 27278 Durham,NC 27707 Th' instrument has been approved as to technical content. Je homp on, Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. A Jw-, jaq._u,Office of the Chief Financial Officer This instrum nt ha en approved as to form and legal sufficiency. We of th County Attorney Revised 9/13 3 KENNON William A Anderson,III pllc Gwendolyn C Brooks Joel MCraig ATTORNEYS AT LAW G Rhodes Craver James R Eastham Brian M Ferrell William T Hutchins,Jr Benjamin B Ingold Katherine L McKee Henry W Sappenfeld Leigh P Vancil A William Kennon, Of Counsel December 5, 2013 John Roberts, Esquire Orange County Attorney P.O. Box 8181 Hillsborough,North Carolina 27278 Jeff Thompson Asset Management Services Director Orange County Government 131 W. Margaret Lane,PO Box 8181 Hillsborough,NC 27278 RE: Engagement For Legal Services Related to Southern Branch Library Siting (the "Project") Dear John&Jeff: Our law firm is pleased to assist Orange County (the "County") with certain legal services described more fully below related to the Project. If agreeable to the County, this letter of agreement sets out the basic terms of our engagement. We are prepared to move forward with the following work once this agreement has been countersigned as indicated below. Please do not hesitate to contact me if you have any questions regarding the scope or terms of the proposed engagement. Title Search We will conduct title searches on one or more properties identified by the County. We will perform a title search of no less than 30 years on each parcel. Following the title search, we will prepare a preliminary title opinion for each parcel detailing the easements, encumbrances and other matters of record revealed in the search. The preliminary title opinion will be provided on forms necessary to procure a title insurance commitment from Investors Title Insurance Company should the County decide to proceed with the acquisition of the parcel in question. 4011 university drive,suite 300,durham, nc 27707 •post office box 51579,durham, nc 2 771 7-1 579 TELEPHONE 9194900500 FAX9194900873 • www.kennoncraver.com John Roberts,Esq.,et al December 5,2013 Page 2 Zoning Compliance& Entitlement Review Matters of zoning compliance and existing entitlements are not typically reviewed in the standard title search process. Zoning compliance and an entitlement review become especially important when evaluating the potential acquisition of property that may be the subject of a prior or current development application. We will evaluate the current zoning classification and review any and all entitlements procured for a given property in order to assist the County in understanding what, if any, permitting and local government approvals may be necessary to use a given property for its intended use. Environmental hazards include, but are not limited to, the existence of radon gas, lead-based paint, underground storage tanks and asbestos. We do not propose to assist with any environmental review of any properties. Evaluation of Potential Ownership Structures & Negotiation Properties that are within, adjacent to, or in common ownership with other properties that are part of a planned unit development, condominium or other similar structure present development opportunities and risks not typically involved in the purchase of raw land in undivided ownership. We are prepared to assist the County in structuring a purchase transaction in a manner that maximizes the legal benefits and minimizes the legal risks associated with a potential purchase of uniquely situated parcels. We will assist in exploring ownership/leasehold options, negotiating options with the owner, and preparing of any and all necessary transaction documents. Fees We will be the County on an hourly basis for the work described herein. My firm has a dedicated real estate paralegal that will be responsible for obtaining all necessary title documents from the Orange County Registry and other public sources. All work performed by our paralegal will be charged at her hourly rate of$85 per hour. I will be the primary attorney responsible for this matter. My partner, William(`Bill") Hutchins, Jr., who is a NC Board Certified Specialist in Real Property Law focusing on business, commercial and industrial transactions, will assist me with one or more of the items discussed herein on as as-needed basis. Bill and I will charge the County for all work done on the Project at our normal hourly rates of $225 per hour. It is difficult to estimate the legal fees that may be incurred during each phase of the work described in this letter given the many variables that could be encountered in each phase of this process. However, we will work diligent and efficiently in all respects during the course of this engagement. Assuming a single parcel only is the subject of 2 kennon craven,pllc 4011 university drive,suite 300,durham,nc 27707 • post office box 51579,durham,nc 27717-1579 TELEPHONE 919 490 0500, FAX 919 490 0873 • www.kennoncraver.com John Roberts,Esq.,et al December 5,2013 Page 3 review, there are no title defects that require remediation or other cure, and our firm is not primarily responsible for drafting the transaction documents related to a potential acquisition, then I estimate the legal fees for each work item listed above to be as follows: Title Search: $1,50042,000 Zoning Compliance &Entitlement Review: $1,000 Evaluation of Potential Ownership Structures: $2,000 Please understand that I must charge for all work performed even if this transaction fails for any reason. The County will be billed monthly for all services performed during the preceding month. The total amount charged to the County for the work described herein will not exceed Five Thousand and 00/100 Dollars ($5,000.00). Please do not hesitate to contact me with any questions or con s garding this letter. I look forward to working with you on this transaction on behalf o e ty. S' erely, ri F IRM The legal services engagement described herein is understood and agreed to: Orange County,North Carolina By: Title: Date: This instrument has been pre-audited in the manner required by the Local Government Budget anYiscal Act, Orange County Finance Director 3 kennon craver,pllc 4011 university drive,suite 300,durham,nc 27707 • post office box 51579,durham,nc 27717-1579 TELEPHONE 919 490 0500, FAX 919 490 0873 • www.kennoncraver.com TxE HARTFORD PRODUCER COMPENSATION NOTICE rn O �' You can review and obtain information on The Hartford's producer compensation practices at www.TheHartford.com or at 1-800-592-5717. A N N O O r—I O -Ic �w w� s )rm G-3418-0 �SPECT,RUM.POLICY DECLARATIONS (Continued) POLICY NUMBER: 22 SBA BD1767 BUSINESS LIABILITY LIMITS OF INSURANCE LIABILITY AND MEDICAL EXPENSES $1,000,000 MEDICAL EXPENSES -ANY ONE PERSON $ 10,000 PERSONAL AND ADVERTISING INJURY $1,000,000 DAMAGES TO PREMISES RENTED TO YOU $ 300,000 ANY ONE PREMISES rn AGGREGATE LIMITS o PRODUCTS-COMPLETED OPERATIONS $2,000,000 GENERAL AGGREGATE $2,000,000 0 r BUSINESS LIABILITY OPTIONAL .-i COVERAGES A N HIRED/NON-OWNED AUTO LIABILITY $1,000,000 N FORM: SS 04 38 0 0 -4 UMBRELLA LIABILITY - SEE ° SCHEDULE ATTACHED EMPLOYEE BENEFITS LIABILITY COVERAGE: FORM SS 04 13 CLAIMS-MADE RETROACTIVE DATE: 05/05/2003 EACH CLAIM $1,000,000 AGGREGATE $2, 000,000 Form SS 00 02 12 06 Page 005 (CONTINUED ON NEXT PAGE) Process Date: 03/05/13 Policy Expiration Date: 05/05/14 INFORMATION PAGE (Continued) Policy Number: 22 WBC KK9485 3. A. Workers Compensation Insurance: Part one of the policy applies to the Workers Compensation Law of the states listed here: NC (SPO ) . B. Employers Liability Insurance: Part Two of the policy applies to work in each state listed in Item 3.A. The limits of our liability under Part Two are: Bodily injury by Accident $500, 000 each accident Bodily injury by Disease $500,000 policy limit Bodily injury by Disease $500, 000 each employee C. Other States Insurance: Part Three of the policy applies to the states, if any , listed here: ALL STATES EXCEPT ND, OH, WA, WY, AND STATES DESIGNATED IN ITEM 3 .A. OF THE INFORMATION PAGE. D. This policy includes these endorsements and schedule: WC 00 03 10 WC 00 04 04 WC 00 04 12 WC 00 04 21C WC 00 04 22A WC 99 03 02B WC 00 04 14 WC 00 04 19 WC 32 03 01B WC 99 02 77 4. The premium for this policy will be determined by our Manuals of Rules, Classifications, Rates and Rating Plans. All information required below is subject to verification and change by audit. Premium Basis Classifications Total Estimated Rates Per Estimated Code Number and Annual $100 of Annual Description Remuneration Remuneration Premium 8820 1,027,800 .26 2,672 ATTORNEY - ALL EMPLOYEES & CLERICAL, MESSENGERS, DRIVERS INCREASED LIMITS PART TWO (9807) .80 PERCENT 21 TO EQUAL INCREASED LIMITS MINIMUM PREMIUM (9848) 54 TOTAL PREMIUM SUBJECT TO EXPERIENCE MODIFICATION 2,747 NC - INTRA EXPERIENCE MODIFICATION 326075114 (CONTINGENT) .990 PREMIUM ADJUSTED BY APPLICATION OF EXPERIENCE MODIFICATION 2,720 TOTAL ESTIMATED ANNUAL STANDARD PREMIUM 2,720 EXPENSE CONSTANT (0900) 250 TERRORISM (9740) 1,027,800 .020 206 CATASTROPHE (9741) 1,027, 800 .020 206 TOTAL ESTIMATED ANNUAL PREMIUM 3,382 Total Estimated Annual Premium: $3,382 Deposit Premium: Policy Minimum Premium: $373 NC (INCLUDES INCREASED LIMIT MIN. PREM. ) Interstate/Intrastate Identification Number: / 326075114 NAICS: Labor Contractors Policy Number: SIC: 8111 UIN: NO. OF EMP: 000021 Form WC,00 00 01 A (1) Printed in U.S.A. Page 2 Process Date: 03/09/13 Policy Expiration Date: 05/05/14 LAWYERS INSURANCE 5020 Weston Parkway,Suite 200 919.677.8900 TEL COMPANY OF Cary, North Carolina 27513 800.662.8843 TOLL FREE Post Office Box 1929 919.677.9641 FAx MUTUAL NORTH CAROLINA Cary, North Carolina 27512-1929 www.lawyersmutuainc.com Declarations KENNON CRAVER, PLLC Location: PO BOX 51579 4011 UNIVERSITY DR STE 300 DURHAM, NC 27717-1579 DURHAM NC 27707 Policy Number: 0022032- 10 Policy Period: 05/01/2013 to 05/01/2014 12:01 A.M. Standard Time at the address of the Named Insured stated herein Retroactive Date: 05/01/1977 Limits of Liability: A. $ 5,000,000 A. Applicable to any individual claim or one or more related claims. All claims arising out of the same, related or continuing professional service. B. $ 5,000,000 B. Aggregate limitof the Company's liabilityfor all damages and claims expenses without regard to the number of Insureds, claims, demands, suits, pleadings or claimants. Deductible: C. $ 50,000 C. See Condition I, "Deductible and Limit of (including claims expenses) Liability," of the Policy. Premium: $ 26,303 Endorsement Attachments: 012 030 034 041 042 In witness whereof,Lawyers Mutual Liability Insurance Company of North Carolina has caused this policy to be signed by its President and Secretary and countersigned by a duly authorized agent of the Company. Secretary Pre ident Authorized Agent Lawyers Professional Liability Policy (This is a Claims-Made Policy. Defense costs are a part of the Policy Limits and reduce the amount available to pay losses. You should read your policy for a complete understanding of its Terms, Conditions&Coverages). PolicyForm 12/2012 T CG 72 88 11 11 MEDICAL PAYMENTS policy provided such failure to disclose all hazards or prior"occurrences" or offenses is SECTION III — LIMITS OF INSURANCE, not intentional. This provision does not Paragraph 7.is replaced: affect our right to collect additional premium 7. Subject to S.above,the higher of: or exercise our right of cancellation or non- a. $10,000;or renewal. b. The amount shown in the Declarations WAIVER OF SUBROGATION for Medical Expense Limit is the most SECTION IV — COMMERCIAL GENERAL we will pay under Coverage C for all LIABILITY CONDITIONS, 8.Transfer of Rights medical expenses because of "bodily of Recovery Against Others to Us is amended injury"sustained by one person. to include: This coverage does not apply if Coverage C — If required by a written contract executed Medical Payments is excluded either by the prior to loss, we waive any right of provisions of any coverage forms attached to the subrogation we may have against the policy or by endorsement. contracting person or organization because KNOWLEDGE OF AN OCCURRENCE of payments we make for injury or damage SECTION IV — COMMERCIAL GENERAL arising out of your ongoing operations or LIABILITY CONDITIONS,The following is added "your work" done under a contract with that to 2. Duties In The Event Of Occurrence, person or organization and included in the Offense,Claim Or Suit condition: products-completed operations hazards". LIBERALIZATION e. Knowledge of an occurrence, offense, claim SECTION IV — COMMERCIAL GENERAL or suit by an agent or employee of any LIABILITY CONDITIONS, 10. Liberalization is insured shall not in itself constitute knowledge of the insured unless you, a added as follows: partner, if you are a partnership; or an If we revise this coverage form to provide more executive officer or insurance manager, if coverage without additional premium charge, you are a corporation receives such notice of your policy will automatically provide the an occurrence, offense, claim or suit from additional coverage as of the day the revision is the agent or employee. effective in your state. f. The requirements in Section IV — BROADENED BODILY INJURY DEFINITION Conditions Paragraph 2.b. will not be (MENTAL ANGUISH) considered breached unless there is SECTION V — DEFINITIONS is amended as knowledge of occurrence as outlined in follows: paragraph a.above. 1. 3. "Bodily injury"is deleted and replaced with UNINTENTIONAL FAILURE TO DISCLOSE the following: HAZARD "Bodily injury" means physical injury, SECTION IV — COMMERCIAL GENERAL sickness or disease to a person and, if LIABILITY CONDITIONS,6. Representations is arising out of the foregoing, mental anguish, amended to include: mental injury, shock or humiliation, including d. Your failure to disclose all hazards or prior death at any time resulting therefrom. "occurrences" or offenses existing as of the inception date of the policy shall not prejudice the coverage afforded by this All terms and conditions of this policy apply unless modified by this endorsement. Page 4 of 4 Includes copyrighted material of Insurance Services Office, Inc., CG 72 88 11 11 with its permission.