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Home My WebLink About2013-509 AMS - Kennon Craver PPLC for Orange County Jail Title $3,000 �o13 � Sa13 jp rz,. s [Departmental Use Only] TITLE Orange County Jail Title 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 12/3/13 entitled "Engagement For Legal Services Related to Title Search of Future Orange County Jail Parcel (the 'Project")". 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 Three Thousand Dollars, ($3,000.00). 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://orangecouMnc.gov/purchasing/contracts.asp). 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. Priority: 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. Governin L aw: 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. ORANG T PROVIDE By: F By: ounty Manager Title: 200 S. Cameron St. Kennon Craver, P LC P.O. Box 8181 4011 University rive, Suite 300 Hillsborough,NC 27278 Durham,NC 27707 This instrument has been approved as to technical content. Jef Thompson,Department Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control ,Act. Office of the Chief Financial Officer This in tru ent approved as to form and legal sufficiency. O'ce of t e County Attorney Revised 9/13 3 William A Anderson,III KENNON A ' Gwendolyn C Brooks pLLC Joel oes Craig Rhodes G Rhodes ATTORNEYS AT LAW Craver James R Easthom Brian M Ferrell William T Hutchins,Jr Benjamin B Ingold Katherine L McKee Henry W Sapp enfzeId Leigh P Vancil A William Kennon, Of Counsel December 3, 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 Title Search of Future Orange County Jail Parcel(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 search on that certain parcel of property owned by the NC Department of Transportation having Orange County PIN 9873-08-0559. Following the title search, we will prepare a preliminary title opinion for the parcel detailing the easements, encumbrances and other matters of record revealed in the search that could impact the County's proposed leasehold interest. 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 lease of the parcel in question. Matters of zoning compliance and existing entitlements are not included in the standard title search process. Zoning compliance and an entitlement review become especially important 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. December 3,2013 Page 2 when evaluating the potential acquisition of property that may be the subject of a prior or current development application. Please notify me immediately if you require assistance with matters of zoning. 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 the subject property. 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. 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 ($3,000.00). Title defects discovered during the title search process may require work beyond the scope of this engagement to remediate depending on the type of defect(s) discovered, if any. Please do not hesitate to contact me with any questions or concerns regarding this letter. I look forward to working with you on this transaction on behalf of the County. Sincerely, rian erre E FIRM 2 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 u,ww.kennoncraver.com John Roberts,Esq. December 3,2013 Page 3 ****************************************************************************** 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 a scal Contro�Act � - Orange County Finance Director 3 kennon craven,p 4011 university drive,suite 300,durham, nc 27707 • post office box 51579,durham,nc 27717-1579 TELEPHONE 9194900500, FAX 919 490 0873 • www.ken noncraver.corn L,A�ERS LIABILITY INSURANCE 5020 Weston Parkway,Suite 200 919.677.8900 TEL Cary, North Carolina 27513 800.662.8843 TOLL FREE COMPANY OF 919.677.9641 FAX 1,; MUTUAL NORTH CAROLINA Post Office Box 1929 www.lawyersmutuainc.com Cary, North Carolina 27512-1929 Y 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 limit of the Company's liability for 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 i 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 SPECTRUM POLICY DECLARATIONS (Continued) POLICf 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 C) PRODUCTS-COMPLETED OPERATIONS $2,000,000 GENERAL AGGREGATE $2,000,000 0 BUSINESS LIABILITY OPTIONAL A COVERAGES uv N SIRED/NON-OWNED AUTO LIABILITY $1,000,000 N FORK: SS 04 38 0 UMBRELLA LIABILITY - SEE ° SCHEDULE ATTACHED EMPLOYEE BENEFITS LIABILITY COVERAGE: FORK SS 04 13 CLAIMS-KADS 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 I 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 E I Tx TFORD PRODUCER COMPENSATION NOTICE 0 You can review and obtain information on The Hartford's producer compensation practices at www.TheHartford.com or at 1-800-592-5717. A PQ N N N O O MOM O arm G-3418-0