HomeMy WebLinkAbout2014-165 AMS - Kennon - Carver PLLC for Southern Branch Library Development Agreement Counsel $15,000 [Departmental Use Only]
TITLE Southern Library Siting
FY 2013-14
ORANGE COUNTY
CONTRACT UNDER$15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 17th day of March, 2014, ("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;
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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 I
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 services related to the Southern Branch Library siting due
diligence; potential development agreement crafting, negotiation and counsel sa described in the attached {
proposal letter entitled "Engagement for Legal Services Related to Southern Branch Library Site (the
"Project")"dated February 17,2014.
The term of this agreement rendered shall be from March 17,2014 to October 31,2014.
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Provider represents and agrees that Provider is qualified to perform and fully capable of performing and I
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. Payment: 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 Fifteen
Thousand Dollars, ($15,000). 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
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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 G
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.
Revised 9/13 1
4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may
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://orangeeggptync.gov/purchasiniz/conirgp!Laqo.
ash).
If Owner's Risk Manager determines additional insurance coverage is required such additional insurance
shall consist of professional liability insurance (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 F
destruction of any property caused in whole or in part by any negligent or intentional act or omission on the k
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. ;
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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 f
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]
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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 PROVID R
By: By; 1_z
unty anage Title:
200 S. Cameron St. Kennon Craver,PLLC
P.O.Box 8181 4011 University Drive, Suite 300
Hillsborough,NC 27278 Durham,NC 27707
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Th' instrument has been approved as to technical content,
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JeYf fbomplon,Department Director
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
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Office of the Chief Financial Officer
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This instru ent n approved as to form and legal sufficiency.
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Vice of Ke County Attorney
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Revised 9/13 3
KENNON
William A Anderson,Ill
Grvendblpi C Brooks p11c
JoelMcnig ATTORNEYS AT LAW
G Rhode,Craver
James R Easthorn
Brian M FerFed
William T Hutchbu,Jr
Brnjamin B Irrgold
Katherine 4 McKee
Henty 1C Sappenfield
Leigh P Vaned
A William Keruron, Of Connsrl y
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February 17, 2014
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")
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Dear Jeff:
Our law Finn 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
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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 s
engagement.
Title Search i
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We have completed the title search on the potential library site at 120 Brewer Lane, Carrboro,
NC (the "Property). As per the preliminary title opinion we have provided to you, there are
several. title issues pertaining to this site. The Notice of Brownfields will need to be closely
examined as the Project moves forward, There may be other enviromnental hazards related to
the Property that are not apparent from our title search. These 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 Property other
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4011 university drive,suite 300,durham,nc 1770.E • post a5re bav 51579,durham,nr 17717--1579
TELEPHONE 9194900500 FAX9194900873 iormakennoncaver.rom
than as discovered in the title search, but we can assist the County in identifying an
environmental expert to review the existing Notice of Browntields and any other environmental
issues upon request. We can procure title insurance for the County based on our preliminary
opinion should that be necessary in the future.
Letter of Intent
During the initial phase of our engagement we have learned that Main Street Properties, LLC
(the "Developer") has an unrecorded option to purchase the Property from the current owner.
The Developer intends to include the Property in a subsequent phase of the 300 East Main Street
development (the "Development"). To date, we have successfully worked with the County and E
the Developer to come to a mutually acceptable Due Diligence Agreement that will serve as a f'
foundation for more extensive negotiations related to the potential location of a library on the
Property, We have worked with the County and the Developer to identify several potential deal
structures for the Project to date. The next phase of the project involves working on a letter of
intent ("LOI") that can be recommended to the County. The LOI will serve as the basis of the
transaction agreement among the parties. The LOI will include specific provisions concerning
property right ownership; operation of the library and surrounding Development, construction of
the library and residential areas in floors above the library, and financing structures. This phase
of the Project will require extensive negotiation with the Developer as well as significant
document drafting and preparation.
Fees
We will be the County on an hourly basis for the negotiation and preparation of the LOI and
documents related thereto. All work performed by our real estate 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
on as as-needed basis. Bill and I will charge the County for all work done on the Project
at our normal hourly rate for 2014 of$235 per hour,
It is difficult to estimate the legal fees that may be incurred during this phase of the work
described in this letter given the many variables that could be encountered in this process,
i
However, we will work diligent and efficiently in all respects during the course of this
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engagement. To date, we have taken the lead on drafting agreements with the Developer,
and it is likely that we will continue to do so during this next phase of the project,
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Please understand that I roust 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 s
Fifteen Thousand and 00/100 Dollars ($15,000.00). E
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. r=
kennon2 cmve3;pllc
4011 un(vmrtp drive,suite.300.durbem,nr 1..770.7 port n/fire box 51579,dru•baw,ne="1'/579 .
TELEPHONE 9194900.500.FAX 91949008'i uvvutkreunurr.wrr.ron
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eerely
Ferr
OR E FIRM
The legal services engagement described herein is understood and agreed to:
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Orange County,North Carolina {
By: M
Title:
Date:
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This instrument has been pre-audited in the manner required by the Local Government Budget
an a] Control Aft.
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Orange County Finance Director s
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4011 rinirnv)ry drive,tniee.300,durhunr,nr 2-70' pair otj;,e Gas 515'9,durhrnn,nr
TELEPHONE 919-1900500.FAX 9/'J-P 90 0,5'3 it,trvr.ktA++onr•rrrrei.rrr it
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K E N N 0 N
William A Anderson,I11
Gwendolyn C Brooks pllC
Joel MCmig ATTORNEYS AT LAW
G Rhodes Craver
James R Easthom
Brian M Ferrell
William T Hutchins,Jr
Benjamin B Ingold
Katherine L McKee
Henry W Sappenfseld
Leigh P Vaned
A William Kennon, Of Counsel
February 17, 2014
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")
s
Dear 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 a
not hesitate to contact me if you have any questions regarding the scope or terms of the proposed
engagement. 4
Title Search
s=
We have completed the title search on the potential library site at 120 Brewer Lane, Carrboro,
NC (the "Property). As per the preliminary title opinion we have provided to you, there are
several title issues pertaining to this site. The Notice of Brownfields will need to be closely
examined as the Project moves forward. There may be other enviromnental hazards related to
t
the Property that are not apparent from our title search. These 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 Property other
t;.
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4011 university drive,suite 300,durham nc 2770.' post offiee box 51579,durbarn, nc 2j717-1 j?9
TELEPHONE 9194900500 FAX 9194900£3,73 www.kennoncraver.com
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than as discovered in the title search, but we can assist the County in identifying an
environmental expert to review the existing Notice of Brownfields and any other environmental
issues upon request. We can procure title insurance for the County based on our preliminary
opinion should that be necessary in the future.
Letter of Intent
During the initial phase of our engagement we have learned that Main Street Properties, LLC
(the "Developer") has an unrecorded option to purchase the Property from the current owner.
The Developer intends to include the Property in a subsequent phase of the 300 East Main Street
development (the "Development"). To date, we have successfully worked with the County and
the Developer to come to a mutually acceptable Due Diligence Agreement that will serve as a
foundation for more extensive negotiations related to the potential location of a library on the
Property, We have worked with the County and the Developer to identify several potential deal
structures for the Project to date. The next phase of the project involves working on a letter of
intent ("LOI") that can be recommended to the County. The LOI will serve as the basis of the
transaction agreement among the parties. The LOI will include specific provisions concerning
property right ownership; operation of the library and surrounding Development, construction of
the library and residential areas in floors above the library, and financing structures. This phase
of the Project will require extensive negotiation with the Developer as well as significant
document drafting and preparation.
Fees
We will be the County on an hourly basis for the negotiation and preparation of the LOI and
documents related thereto. All work performed by our real estate 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
on as as-needed basis. Bill and I will charge the County for all work done on the Project
at our normal hourly rate for 2014 of$235 per hour.
It is difficult to estimate the legal fees that may be incurred during this phase of the work
described in this letter given the many variables that could be encountered in this process.
However, we will work diligent and efficiently in all respects during the course of this
engagement. To date, we have taken the lead on drafting agreements with the Developer,
and it is likely that we will continue to do so during this next phase of the project.
' l
5
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
Fifteen Thousand and 00/100 Dollars ($15,000.00).
Please do not hesitate to contact me with any questions or concerns regarding this letter. I look j
forward to working with you on this transaction on behalf of the County,
s
kennon craven,pllc
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4071 unipn,iry drive,suite 300,dvrbam,ne 2707 po,t affrer box 515-9,durbam,nr 2-1 7-15.79 a
TELEPHONE 9194900 O.FAX 919 490 0873 tewtc.kenna:er,rrrr.rour
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cerely
6 . Ferr
OR E FIRM
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 planner required by the Local Government Budget
an 1A a
Orange County Finance Director
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kennon cini er,pllc
4011 unieersitp drive,snite,300,dw-Aitn,nt?°:'0° post oftier box 51.59,dw-ham,iw ' 1-15-9 --
TELEPHONE 919.1900500,FAX 91949008'? enuu.kenwm"n,mer.rnm
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y '{ LASERS LIABILITY INSURANCE 5020 Weston Parkway,Suite 200 919.677.8900 TEL
L Cary,North Carolina 27513 800.662.8843 TOLL.FREE
I£ COMPANY OF 919.677.9641 rAx
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°- M V 1 V L NORTH CAROLINA Cary,North Carolina 27512-1929 www.lawyersmutualnccom
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: 05/01/1 977
Limits of Liability: A. $ 5,000,000 A. Applicable to any individual claim or one or more
related claims. Ali 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
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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
Preiident 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).
PoliicyForm 1212012
• SPECTRUM POLICY DECLARATIONS (Continued)
POLICY NUMBER: 22 SBA BD1767
BUSINESS LIABILITY LIMITS OF INSURANCE
LIABILMY 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
AGGREGATE LIMITS
o PRODUCTS-COMPLETED OPERATIONS $2,000,000
GENERAL AGGREGATE $2,000,000
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BtTOMMOS LIABILITY OPTIOML
a COVSRM e
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N RIRBII/X0K-0wfvaa ADTO LIABILITY $1,000,0 0 0
C4 FORDA: SS 04 3 6
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.°i MWRXLrA LIABILITY - SAM
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=WLomm BffiWXTS WMILITY
COVXR&M: PORK SS 04 13
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RSTROACTIVB DATA: 03/05/2003
zmm clam $1,000,000
AAQi►TS $2,000,000
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Form SS 0002 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 }
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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 Ratifig
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 - INIMM 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 I
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
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DARTFORD
n PRODUCER COMPENSATION NOTICE
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You can review and obtain information on The Hartford's producer compensation practices at
Co www.TbeHartford.com or at 1-800-592-5717.
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