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Home My WebLink About2014-562-E AMS - Kennon Craver, PLLC Contract Amendment to 2014-165 $25,000DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 CONTRACT AMENDMENT This Contract Amendment is effective as of the 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 Kennon Craver, PLLC (the "Provider "), party of the second part. WHEREAS, County and Provider entered into a certain "Contract Under $15,000.00" with an Effective Date of the 17"' Day of March 2014 (the "Contract "); and WHEREAS, County and Provider desire to amend the Contract as provided herein. NOW THEREFORE, in consideration of the foregoing recitals and other valid and good consideration the receipt of which is hereby acknowledged, the County and the Provider agree as follows: The "not to exceed" amount in Section 1 of the Contract is hereby amended to include an additional $25,000. 2. The term as specified in the third paragraph of the Contract is hereby amended to read as follows: "The term of this agreement shall be from October 22, 2014 to March 1, 2015." IN WITNESS WI1EREOF, Orange County and the Provider have signed this Contract Amendment, effective as of the day first written above. ORANGE COUNTY Q�Docu Signetl by: �J �lA,ln tt Ikmmt rsbt BJ ' P633gA46Z§5EA77... County Manager PROVIDER By: EDocu Signetl by: rfym: , Title: — BD328765E05245A For: Kennon Craver, PLLC 4011 University Drive, Suite 300 Durham, NC 27707 This instrument has been approved as to technical content. Docu Siiignetl by AOi ralo- Jeff Thompson, Department Director This instrument has been pre- audited in the manner require by the Local Government Budget and Fiscal Control Act. L Signtl b ey: e,� Juan, Office of the Chief Financial Officer This instrument has been approved as to form and legal sufficiency. �D ocuSigned by: 6 in, I6bt v s Office of the County Attorney DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 [Departmental Use Only] TITLE Southern Library Siting FY 2013 -14 ORANGE COTINTY CONTRACT UNDRZt $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; W I T N E S SETH! 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 A.greeritent; time being of the essence; The services and /or materials ( hereinafter referred to collectively as "Services ") to be f irnished 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 die attached proposal letter entitted "Engagement for legal Services Related to Southern Branch Library Site (the "Project" Y' dated February 17, 2014, The term of this agreement rendered shall be from March 17, 2014 to October 31, 2014, Provider represents and agrees that Provider is qualified to perform and folly capable of per'f'orming 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, diserepanoles, ambiguities, mistakes or conflicts at rio 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, 81',CIFIC TERMS 1. Paymen : 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, ($15,400), 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 perforated until such time as said work is completed. 2, &P elver; Faiture by County at ally time to require the performance by Provider of any of the provisions hereof shall in na way waive or affeot the County's right hereunder to enforce the same, nor shalt 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 Indmendont Cbntractor; The Provider shall operate as an independent Providor, and the County shall not be responsible for any of the Provider's acts or ornissioas, 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. BRviscd 4113 DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 4. InsuPAh -got 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 Ornago County Minimum Insurance Coverage Requirements (each document is inoorporate,d heroin by reference and maybe viewed at httD oraugecoun tine .gpv /pU2'Ghasing/conhaots.asp), 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 NIA 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, nde n' ; The Provider agrees to defend, indemnity, and hold harmless Orange County from all tosses, 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 pant of the Provider. �. Termination: 'This Agreement may be terminated at any time by mutual written agreement of the parties or,by the County upon written notice to ilia Provider, 7, E ' o reetnent; 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 sighted by the parties, Modifications may be evidenced by telofacshnilo signature. 8 Pr'o •i ; In determining the basic services to. be provided, should any documents be referenced Ii this Agreement, the terms herein shall have priority in any conflict between the terms of referenced docurnonts and the terms of this Agreement, 9, Govern! n Lg nw: Both parties agree that this Agreement shall be govomed 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 Gencral 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 anti4sorlmination laws, Pursuant to tho 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 broach of this Agreement, By executing this Agreement Provider affirms Provider is in compliance with Article 2 of Chapter 64 of tho North Carolina General Statutes, 14, o pro r ion; 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 Agrceinent,'then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non - appropriation of public fiends. (SIGNATURE PAGE TO FOLLOW] Revised 9 /l3 � DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 IN WITN;;SS WziEIMOV, Orange County and the Provider have signed this Agreoment, effective its o£the day first writtomabove, ORANGL WT PRUVIDIG1 By: By, C my Title, 200 S, Camoron St, Kennon Craver, PLLC P.O. Box 8181 4011 University Drivo, Suite 300 Hillsborough, NC 27278 Durham, NC 27707 'Phis barument has boon approved as to technical contont. Jed0t Th znpso , Dopartment Director This instrument has been pre - audited in the manner required by the Local Government Budget and Fiscal Control Act, hiofnaUf of the. 410 l Officer This ii strt ent 4 approved as to form and logM sifficlency, ice of the County Attomey Ravlsed 9113 DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 KENNON pi 1rrutrn +,� n,rar,iou, IU Grrrrxlafjat C Broekt .ft IlC Jnr1 All crr Gkboart Cp urrr ATTORNEYS AT LAW fenwrR Ltlhox, Brim, h1 po wl( IV/11114m 7'Nu1rh1ru,Jr Br+Jrtmtu Rlugn(a Xadirrinr L M �Xrr ' homy W TappenlmM Lrtgh P Vogel[ 4 W111"rm Xrwrcu, Of Ca purl February 17, 2014 Joff Thompson Asset Management Services Director Orange County Government 131 W. Margaret 1_.ano, I'O Box 8181 Hillsborough, NC 27278 RR, Engagement For Legal Services Related to Southern 13ranoh Library Siting (the "Project ") Dear Jeff-, Our law firm Is pleased, to assist Orange County (the "C'ounty ") with certain legal services described more fully below related to the Project, If agrooablo to the County, this letter Or agreement sets out the basic teLms of our engagement, We are propared to move forwRA with the following work once this agreement has been oountomigiled as indicated below, Please do not hesitate to eowaot me if you have any questions regarding the scope or tarns of the proposed engagement. `)title searelr We have cou "pleted the title aearoh on the potential library site at 120 Brewer Lane, Cairboro, NC (the "Property), As per the preliminary title opinion we have provided to you, there are several title issues pertairriug to this site, The Notice of Browniiclds will need to be closely examined as the Project moves forward, There may be other enviromriontal hazards related to the Property that are not apparent from our title search, These, onvironrnentai hazards include, but are not Il nited to, the cxisience of radon gas, lead -based paint, underground storage tanks and asbestos. We do not propose to assist wish any environmental review of the Property other 9OII7UItlrrtll(p r(1'ILP, 11111r300, heMam, ne27707 � jolt ogre olm51f79, durlmu, nr 77171579 TREPNONE91.94900500 FAX91941O0873 I uuarkrnrraurn7rr.inn DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 than as discoverer] in the title' search, but we can assist the County in identifying an environmental expert to review the existing Notice ofi Drownfields and any other environmental issues upon request. We can procure title insurance for the County based on our pt•oliminary Opinion should that be necessary in the future, LQfter of In tent During tile, initial phase of our engag;entont we have loain(ed that Main Street .Properties, LLC. (the "Developer ") has an unrecorded option to purchase the Property from tie ourrent owner. The Developer intends to include the Property in a subsequent phase of Clio, 30() Bast Main Street devalopment ((he To date, we have successfully worked with the County and the Developer to come to a mutually acceptable Due Diligence Agreemont 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. 'rhe next phase of the project involves working on a letter of intent ("LOP) that can be recommended to the County, Tho S,01 will serve as the basis of the transaction agreement among the palties, The LOX will inolu(le specific p)rovislons concerning property tight owne' "hip; operation of tbo library turd surrounding Development, coush,uction of the library and residential, areas in floors above the library, and financing structures, This phase Of the Pl'oject will requite extensive negotiation with the Developer as well as significant document drafling and preparation, De We will be the County on an hourly basis for tite negotiation and preparation of the I,OI and dooln-nents related thereto, All work performed by our renl estate paralogal will be charged at her hourly rate of $85 per hour, I will be Gee primary attonley responstblc for this matter, My partner, W11Narn ( "Bill ") Hutchins, Jr„ who is a NC Board Certified Specialist in Real ltopei•ty Law focusing; on business, commercial and industt•ial transactions, will assist me on as as- needed basis, Bill an <1 I will charge the County for all work done on the Project at out• normal hourly rate for 2014 of $235 per hour. It is difficult to estimate the legal fees that may be incurred during this phaso 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 Lill respects during the course of this engagement. To date, we have taken the lead on drafting Agrecnlelits with Ole Developer, AM it is likely that ova will continue to do so during this next phase ofthe project, Please understand that I must charge for all work performed even if this transaction fails for airy reason. The County will be billed monthly fbr all services performed durbig the preceding month, Tile.-Mal amount shamed to the County for the work dgsgrib(,d_Ly rein will not exceed Fiften T ousand and QQ /1 Q Dollars V5 00",00 , Pleaso 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, ,kmnoll V)nuer, pllc 4011 imirnrirp dr1w, wite.100. druhaur, nr : ^Gr , 1,DI! 0W (re bov 515 „J, durbuu+. xr TELPOWNC, 9/94900S00.FA}:919i?OG3�;� rt•Uar.kru»nnrodrrr.rnm DocuSign Envelope ID: 2515BC90-5A17-40B2-87EF-09EE03B78730 The legatserviocs PIlgngei-aani described *herP-illisunderstood and agreed to; ()range Couiity, North Carolina l3 y:,_ Title; Ddo: This JOAtniment has been pre - audited in the I)Iall.,jor required by the all I Cono-ol Aot, I,00aj 00V0111ment Budget Orange County IT]—unce Dirom—r—, . T LeP It ONE 919 -190 0500, FAX 90 00 087 P(III ql);er box 515-4. dorbam, JI" DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 (Policy Provisions: uv U� 94 xK INFORMATION PAGE W13C WORKERS COMPENSATION AND EMPLOYERS LIABILITY POLICY INSURER: TWIN CITY FIRE INSURANCE COMPANY ONE HARTFORD PLAZA, HARTFORD, CONNECTICUT 06155 NCCI Company Number: 14974 Company Code: 7 L- N CD H POLICY NUMBER: 22 WBC KK9485 ,° Previous Policy Number: 122 WBC KK9485 co HOUSING CODE: SA x 1. Named Insured and Mailing Address: KENNON, CRAVER, PLLC �., (No., Street, Town, State, Zip Code) N c-I o° PO BOX 51579 M FEIN Number:. 562341325 DURHAM, NC 27717 State Identification Number(s): UIN: The Named Insured is: PARTNERSHIP Business of Named Insured: LAWYERS Other workplaces not shown above: 4011 UNIVERSITY DR, STE 300 DURHAM NC 27717 2. Policy Period: From 05/05/14 To 05/05/15 12:01 a.m., .Standard time at the insured's mailing address. Suffix L4RS RENEWAL 11 Producer's Name: FIRST INSURANCE SERVICES INC 5417 SOUTH MIAMI BLVD DURHAM, NC 27703 Producer's Code: 270387 Issuing Office: THE HARTFORD 8711 UNIVERSITY EAST DRIVE CHARLOTTE NC 28213 (877) 853 -2582 Total Estimated Annual Premium: $3,661 Deposit Premium: Policy Minimum Premium: $373 NC (INCLUDES INCREASED LIMIT MIN. PREM. ) Audit Period: ANNUAL Installment Term: The policy is not binding unless countersigned by our authorized representative. Countersigned by ` M Aut orized Representative (j Date Form WC 00 00 01 A (1) Printed in U.S.A. Page 1 (Continued on. next page) Process Date: 03/01/14 Policy Expiration Date: 05/05/15 rarr one of the policy applies to the Workers Compensation DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 �t B. Employers Liability Insurance: Part Two of the olio applies to work in each state listed in Item 3,A. �4 The limits of our liability under Part Two are: Policy pp Bodily injury by Accident $500, 000` each accident n Bodily injury by Disease $500,000 Bodily injury by Disease Policy limit $500, 000 each employee C. Other States Insurance: Part Three of the policy applies to the states, if any , listed here: ALL STA'T'ES 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 01 14 WC 00 03 10 WC 00 04 04 WC 00 04 12 WC 00 04 21C SEE ENDT 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. Classifications Premium Basis Code Number and Total Estimated Rates Per Estimated Description Annual $900 of Annual 8820 Remuneration Remuneration Premium ATTORNEY - ALL EMPLOYEES & CLERICAL, 1,202,400 24 2,886 MESSENGERS, DRIVERS INCREASED LIMITS PART TWO (9807) .80 PERCENT TO EQUAL INCREASED'LIMITS MINIMUM PREMIUM (9848) 23 TOTAL PREMIUM SUBJECT TO EXPERIENCE MODIFICATION 52 NC - INTRA EXPERIENCE MODIFICATION 326075114 (CONTINGENT) 2,961 PREMIUM ADJUSTED By APPLICATION OF EXPERIENCE MODIFICATION .990 TOTAL ESTIMATED ANNUAL STANDARD PREMIUM 2,931. EXPENSE CONSTANT (0900) 2,931 TERRORISM (9740) 250 CATASTROPHE (9741) 1,202,400 ,020 240 TOTAL ESTIMATED ANNUAL PREMIUM 1,202,400 .020 240 3,661 Total Estimated Annual Premium: Deposit Premium: Policy Minimum Premium: $3,661 $373 NC (INCLUDES INCREASED LIMIT MIN, PREM.) Interstate /Intrastate Identification Number: Labor Contractors Policy Number: Form WC 00 00 01 A (1) Printed in U.S.A. Process Date; 03/01/14 / 326075114 NAI.CS: SIC: 8111 UIN: NO. OF EMP: 000021 Page 2 Policy Expiration Date: 05/05/15 DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 �� LIABILITY INSURANCE 5020 Weston Parkway, suite 200 919.677.8900 TEL COMPANY OF Cary, North Carolina 27513 800.662.8843 TOLL. FREE MUTUAL Post Office Box 1929 919.677.9641 FAX NORTH CAROLINA Cary, North Carolina 27512 -1929 www.lawyersmutualnc.com KENNON CRAVER, PLLC PO BOX 51579 DURHAM, NC 27717 -1579 Policy Number: 0022032-11 Declarations Location: 4011 UNIVERSITY DR STE 300 DURHAM NC27707 Policy Period: 05/01/2014 to 05/01/2015 12:01 A.M. Standard Tirne at the address of the Named Insured stated herein Retroactive Date: 05/01/2003 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 or all damages and claims expenses without regard to the number of Insureds, claims, demands, suits, pleadings or claimants. Deductible: C. $ 50,000 (including claims expenses) Premium: $ 30,420 Endorsement Attachments- 012 041 042 C. See Condition 1, "Deductible and Limit of Liability," of the Policy. 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), (10/05/2012) PolicyForm 22032 - 2014 DocuSign Envelope ID: 2515BC90- 5A17- 40B2- 87EF- 09EE03B78730 h �A W YE RS LIABILITY INSURANCE 5020 Weston Parkway, Suite 200 919.677.8900 TEL MUTUAL COMPANY OF Cary, North Carolina 27513 800.662.8843 TOLL FREE .. Post Office Box 1929 91 9.677.9641 FAx NORTH CAROLINA Cary, North Carolina 27512 -1929 www.lawyersmutualnc.com Attorney Listing / Prior Acts Limitation Endorsement This Endorsement, effective 12:01 A.M. on 05/01/2014 forms a part of Policy No. 0022032 - 11 (the "Policy ") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA(the "Company ") and applies to KENNON CRAVER, PLLC (the "Named Insured "). It is hereby understood and agreed that as to each attorney Iisted below as aninsured under this Policy, this Policy shall not apply to such Insured's acts or omissions occurring, or series of related act(s) or omission(s) beginning, prior to the date listed individually for each Insured below ( "Prior Acts Date "). All Policy provisions, terms, and conditions, except as provided otherwise in this endorsement, remain in full force and effect. --,— - - --- Attorngy-=A1a e = -- - - =- -- -- ........ -----NC -Stat "fix # - - - - -- P- r1or -- Acts -Da -ice= - - - - -- - - - -- 1. WILLIAM ALBERT ANDERSON III 29085 10/02/2000 2. GWENDOLYN C BROOKS 26502 09/17/1999 3. JOEL M CRAIG 9179 02/01 /1980 4. G RHODES CRAVER 10291 02/01/1982 5, JAMES ROBERT EASTHOM 23489 06/14/1998 6. BRIAN M FERRELL 27819 04/03/2002 7. WILLIAM T HUTCHINS 1R 22129 06/01/1995 8. KATHERINE L MCKEE 7161 02/01/1977 9. HENRY WILLIAM SAPPENFIELD 37419 12/03/2007 10. LEIGH PURYEAR VANCIL 27342 03/01/2007 Authorized Agent END #: 012 (05/20/2013) Page 1 of 1 AttyListPALE 22032 - 2014