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HomeMy WebLinkAbout2014-545-E DEAPR - Kennon Craver, Attorney for legal services for researching the title for approximately 55 acres owned by Dwight and Betty Compton (Cedar Grove Township) $3,104DocuSign Envelope ID: 5EB4COE7 -1 D3E- 467D- 802F- D32410341 C49 [Departmental Use Only] TITLE Legal for Compton land FY 2014 -15 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 22nd day of October, 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 Brian Ferrell (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: perform a title "update search" on the approximately 55 acres of land owned by Dwight and Betty Compton in Cedar Grove Township. The term of this agreement rendered shall be from July 1, 2014 to November 30, 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. 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 Three thousand one hundred and four dollars, ($3,104). 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 contractor 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 be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Revised 10114 DocuSign Envelope ID: 5EB4COE7 -1 D3E- 467D- 802F- D32410341 C49 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at htta://oranuecounty ic. og_v/purcliasinWcontracts.asp). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall consist of (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 and Si nag_ tures: 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. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 1 I A and Article 40 of North Carolina General Statute Chapter 66. 8. Priority: In determining the basic services to be provided, should any documents be referenced in or attached to 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 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. 10. Dispute Resolution: Any and all suits or actions to enforce, interpret, or seek damages with respect to any provision of, or the performance or non - performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. 11. 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 10/14 2 DocuSign Envelope ID: 5EB4COE7-1D3E-467D-802F-D32410341C49 IN WITNESS WHEREOF, C,ount), and the Provider have signed this Agreement, eillectiveas of the day first written above. ORANGE C NZuVig..d by: 06-H9s4B--F6E+7�- COLIMY Mamwer 200 S. Cameron St, P,O. Box 818,1 1-fillsborOUgh, NC 27278 Ruiscd l0/14 PROVID By: Ken pd"Cravcr, Att(yficys at Law 4011 University 1) ' ve. Suite 300 Durham, e7 DocuSign Envelope ID: 5EB4COE7- lD3E- 467D- 802F- D3241034lC49 KENNON William A Anderson, III Gwendolyn C Brooks rr11 pLGc Joel MOwig ATTORNEYS AT LAW G Rhodes Craver James R Bisthom Bruin jV Ferrell William THutchins, Jr Benjamin B Ingold Katherine L McKee henry W Sappenfteld Lcisif P Vaned A William Kennon, Of Counsel February 18, 2014 Mr. Rich Shaw Orange County, North Carolina ERCD P.O. Box 8181 Hillsborough, North Carolina 27278 RE: Engagement For Legal Services: Title Work associated with Orange County's Potential Purchase of Property From Dwight & Betty Compton Dear Rich: Thank you for contacting me regarding Orange County's need for title work in the above referenced matter. 1 am pleased to assist the County with the title work described below, if agreeable to the County, this letter establishes the terms of our engagement, Title Search & Title Insurance I will a title "update search" on the approximately 55 acres of land that the Compton's own in Cedar Grove Township (the "Property "). I understand that the Compton's are considering selling this land to the County, As we discussed, our title update search will begin on the date of the last title insurance policy procured by the Compton's, which was in 2004. We will not search the public records prior to 2004 and the County will be relying on the existing title insurance policy to identify title defects prior to 2004. We have recommended the County consider a "full search" of no less than 30 years of the public records. However, given the relatively complicated status of the existing title (i.e. land passed down through multiple generations and subdivided a number of times) and the estimated cost of a full title search, the County has requested we provide the limited update title search described herein. The update search will still require extensive work due to the number of "less and except" tracts contained in the existing title insurance policy legal description and the number of conveyances associated with the current owners. 1 4011 university drive, suite 300, durham, ne 27707 • post off ce box 51579, durham, nc 27717-157P TELEPHONE 9194900500 FAX 91949048;3 • ww:u.kennoncraver.coin DocuSign Envelope ID: 5EB4COE7- 1D3E- 467D- 802F- D32410341C49 Please be aware that matters of zoning and environmental hazards are not included in a standard title search. Please notify me immediately if you require additional information or assistance concerning these two issues. Zoning laws affect setback and use requirements to name a few. Environmental hazards include, but are not limited to, the existence of radon gas, lead -based paint, underground storage tanks and asbestos. We recommend the County procure a new survey should it decide to accept the Property since the survey could reveal encumbrances and other matters that will not be identified in our title search. Closin We have not been asked to provide any closing services related to this transaction. Legal Fees & Expenses My fees for performing the legal work outlined herein are as follows: (1) $55.00 dollars per hour for the services of my firm's real estate paralegal who will collect the necessary documents from the office of the Register of Deeds and otherwise assist me with this matter; and (2) $235.00 per hour for all work I perform. The maximum fees due under this agreement will not exceed $3,500.00. Please note that costs of survey, environmental reports, insurance premiums, tax stamps, recording fees, and other costs are NOT included in the legal fee quoted above. Any and all such costs incurred during this engagement will be billed to the County. In the event the County requires representation prior to closing or additional legal work not referenced in this letter becomes necessary (such as work associated with clearing any title defects), then I will perform such work at the County's specific request under an amendment to this agreement at our normal hourly rates I will begin work on this transaction as soon as I received an executed copy of this letter agreement from the County. Please understand that I must charge for all work performed even if this transaction fails for any reason. Please do not hesitate to contact me with any questions or concerns regarding this letter. I look forward to working with you both on this transaction on bel� of the County. Sincerely, Ferrell FIRM kennon Aver, pllr 4011 nniver;iq' drive, sieitr 300, durbam, nr 277(),' kart off,-, bos 515"9, d»rham, n< 2':'1. =15'9 TELEPHONE 919 490 0500, FAX 91949008'3 • rvwmke,unoneror,rr.conr DocuSign Envelope ID: 5EB4COE7- 1D3E- 467D- 802F- D32410341C49 Engagement Letter Signature Page The legal services engagement described herein is understood and agreed to: On Dat This instrument has been pre- audited in the manner required by the Local Government Budget and cal Control A't. Orange County Finance Director kennon lover, pllc 4011 university drive, ruirr 300, durhgm, nr 27,70' • porr rf /fre box 515,79, df -bam, nr 2 "1'15'9 TELEPHONE 9191900500, FAX 91949008,3 • www.kerrmwowper,cow DocuSign Envelope ID: 5EB4COE7-1 D3E-467D-802F-D32410341 C49 K E 111 N un N P//C ATTORNFYS AT LAW STATEMENT Orange County P.O. Box 8181 Hillsborough NC 27278 ATTN: John Roberts RE: Land purchase from Dwight and Betty Compton 04/09/2014 MAP Work on Real Estate title 04111120,14 MAP Work on Real Estate title 04/14/2014 MAP Work on Real Estate title ACCOUNT NO: STATEMENT NO: 04/16/2014 BMF Correspond with Land Conservation Manager regarding title work 05/09/2014 BMF Begin review of title documents Correspond with former County Attorney Mr. Gledhill regarding Compton property history 7/2014 WTH Review plat Conference with Mr. Ferrell BMF Review title documents Office conference with Mr. Hutchins to discuss title issue Correspond with Investor's Title Attorney regarding the same Office conference with Land Conservation Manager to review and discuss title documents and status Page: 1 09/09/2014 W" 4011 univ, rsit), dp ive, mite 300, duripant, ne 2,7,707 • past e�lfi, e box 51579, durbilln, rte 2771,745,79 TELEPHONE 919 490 0500, FAX 919 490 08,73 - fiderral tax id 56-2341. DocuSign Envelope ID: 5EB4COE7-lD3E-467D-802F-D3241034lC49 KENNON PlIc ATTORINEYS AT LAW STATEMENT Page: 2 Orange County 09/09/2014 ACCOUNT NO: 23604-007M STATEMENT NO-. 2 RE: Land purchase from Dwight and Betty Compton 5/2014 BMF Prepare letter regarding title status 8/28/2014 BMF Revise preliminary title opinion Continued drafting letter regarding title to Land Conservation Manager MAP Work on Real Estate title opinion FOR PROFESSIONAL SERVICES RENDERED 3,103.75 RECAPITULATION TIMEKEEPER HOURS HOURLY RATE TOTAL William T, Hutchins, Jr. 0.50 $235.00 $117.50 Brian M. Ferrell 9.00 235.00 2,115.00 Marcia Ann Pitts 10.25 85.00 871.25 TOTAL CURRENT WORK 3,103.75 BALANCE DUE $3,103.75 Please insert your check made payable to Kennon Craver, PLLC in the return envelope enclosed for your convenience. We now accept Mastercard and Visa, if you would like to pay by credit card please call 490-0500. Your prompt payment is appreciated, 4011 univek 4ty drivr, mm, _300, dwhanj, nr 2770, 7 • pjt 6v /fiee box 51579, durbani, nr 27,717W,579 T E LEP [ION E 919 490'0500, FAX 919 190 0873 - • fieleral to id 56�2.341,