HomeMy WebLinkAbout2015-339-E Planning - Kennon Craver, PLLC for legal services $5,000 DocuSign Envelope ID: E788C2EB-13F2-4F6E-82FF-8D8A4368FF78
[Departmental Use Only]
TITLE W. Ten PS Legal Svcs
FY 2015-16
NORTH CAROLINA
CONSULTING SERVICES AGREEMENT
UNDER $90,000
ORANGE COUNTY
This Agreement, made and entered into this 15th day of July, 2015, ("Effective Date") by
and between Orange County, North Carolina a body politic and corporate of the State of North
Carolina (hereinafter, the "County") and Kennon Craver, PLLC, (hereinafter, the "Consultant").
WITNESSETH:
That the County and Consultant, for the consideration herein named, do hereby agree as
follows:
ARTICLE I SCOPE OF WORK
1.1 Scope of Work
1.1.1 This Services Agreement ("Agreement") is for professional consulting services to
be rendered by Consultant to County with respect to (insert type of project) legal services
necessary for the purchase of real estate for a new Pump Station on West Ten Road, associated
with the Efland Sewer to Mebane, Phase 2 Extension project.
1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant
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.
1.1.3 Time is of the essence with respect to this Agreement.
1.1.4 The services to be performed under this Agreement consist of Basic Services, as
described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services
under this Agreement shall be as set forth herein.
ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT
2.1 Services to be Provided. The Consultant shall provide the County with all services
required in Article 3 to satisfactorily complete the Project within the time limitations set forth
herein and in accordance with the highest professional standards.
2.2. Standard of Care
2.2.1 The Consultant shall exercise reasonable care and diligence in performing services
under this Agreement in accordance with the highest generally accepted standards of this type of
Consultant practice throughout the United States and in accordance with applicable federal, state
and local laws and regulations applicable to the performance of these services. Consultant is
solely responsible for the professional quality, accuracy and timely completion and submission
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of all reports, drawings, specifications, plans, documents and services (hereinafter
"Deliverables") related to the Basic Services.
2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables
prepared by the Consultant.
2.2.3 The Consultant shall correct at no additional cost to the County any and all errors,
omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the
Consultant.
2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in
accordance with applicable laws, statutes, and that any necessary or appropriate applications for
approvals are submitted to federal, state and local governments or agencies in a timely manner so
as not to delay the Project.
2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement,
subcontract the performance of any work under this Agreement without prior written permission
of the County. No permission for subcontracting shall create, between the County and the
subcontractor, any contract or any other relationship.
2.2.6 Any and all employees of the Consultant engaged by the Consultant in the
performance of any work or services required of the Consultant under this Agreement, shall be
considered employees or agents of the Consultant only and not of the County, and any and all
claims that may or might arise under any workers compensation or other law or contract on
behalf of said employees while so engaged shall be the sole obligation and responsibility of the
Consultant.
2.2.7 Consultant agrees that Consultant and its subcontractors, if any, shall be required
to comply with all federal, state and local antidiscrimination laws, regulations and policies that
relate to the performance of Consultant's services under this Agreement.
2.2.8 If activities related to the performance of this agreement require specific licenses,
certifications, or related credentials Consultant represents that it and/or its employees, agents and
subcontractors engaged in such activities possess such licenses, certifications, or credentials and
that such licenses certifications, or credentials are current, active, and not in a state of suspension
or revocation.
ARTICLE 3 BASIC SERVICES
3.1 Basic Services
3.1.1 The Consultant shall perform as Basic Services the work and services described
herein and as described in Exhibit A.
ARTICLE 4 DURATION OF SERVICES
4.1 Scheduling of Services
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4.1.1 The Consultant shall schedule and perform its activities in a timely manner.
4.1.2 Should the County determine that the Consultant is behind the agreed upon
schedule, it may require the Consultant to expedite and accelerate his efforts, including providing
additional resources and working overtime, as necessary, to perform his services in accordance
with the approved project schedule at no additional cost to the County.
4.1.3 The Commencement Date for the Consultant's Basic Services shall be 07/15/2015.
ARTICLE 5 COMPENSATION
5.1 Compensation for Basic Services
5.1.1 Compensation for Basic Services shall include all compensation due the
Consultant from the County for all services under this Agreement except for any authorized
Reimbursable Expenses which are defined herein. The maximum amount payable for Basic
Services is FIVE THOUSAND Dollars ($5,000.00). Payment for Basic Services shall become
due and payable in direct proportion to satisfactory services performed and work accomplished.
ARTICLE 6 RESPONSIBILITIES OF THE COUNTY
6.1 Cooperation and Coordination
6.1.1 The County has designated Howard W. Fleming, Jr., PE, Engineering/Stormwater
Supervisor, to act as the County's representative with respect to the Project and shall have the
authority to render decisions within guidelines established by the County Manager and the
County Board of Commissioners and shall be available during working hours as often as may be
reasonably required to render decisions and to furnish information.
6.1.2 The County shall be solely responsible for determining whether Consultant as
satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its
determination of satisfactory completion of any Task. In the event the amount of an invoice is
disputed County may withhold payment until the dispute is resolved by the parties. County may
also withhold payment on an invoice until the satisfactory completion of a Task by Consultant.
ARTICLE 7 INSURANCE AND INDEMNITY
7.1 General Requirements
7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability
Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability
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://orangecountync.gov/purchasing/contracts.asi)). If
Owner's Risk Manager determines additional insurance coverage is required such additional
insurance shall be designated here N/A (if no additional insurance required mark N/A as being
not applicable). Consultant shall not commence work until such insurance is in effect and
certification thereof has been received by the Owner's Risk Manager.
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7.2 Indemnity
7.2.1 The Consultant agrees to indemnify and hold harmless the County from all loss,
liability, claims or expense, including attorney's fees, arising out of or related to the Project and
arising from bodily injury including death or property damage to any person or persons caused in
whole or in part by the negligence or misconduct of the Consultant except to the extent same are
caused by the negligence or willful misconduct of the County. It is the intent of this provision to
require the Consultant to indemnify the County to the fullest extent permitted under North
Carolina law.
ARTICLE 8 AMENDMENTS TO THE AGREEMENT
8.1 Changes in Basic Services
8.1.1 Changes in the Basic Services and entitlement to additional compensation or a
change in duration of this Agreement shall be made by a written Amendment to this Agreement
executed by the County and the Consultant. The Consultant shall proceed to perform the
Services required by the Amendment only after receiving a fully executed Amendment from the
County.
ARTICLE 9 TERMINATION
9.1 Termination for Convenience of the County
9.1.1 This Agreement may be terminated without cause by the County and for its
convenience upon seven (7) days prior written notice to the Consultant.
9.2 Other Termination
9.2.1 The Consultant may terminate this Agreement based upon the County's material
breach of this Agreement; provided the County has not taken all reasonable actions to remedy
the breach. The Consultant shall give the County seven (7) days'prior written notice of its intent
to terminate this Agreement for cause.
9.3 Compensation After Termination
9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees
and expenses that it has earned to the date of termination, less any costs or expenses incurred or
anticipated to be incurred by the County due to errors or omissions of the Consultant.
9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County
within seven (7) days, at no additional cost, all Deliverables including any electronic data or files
relating to the Project.
9.4 Waiver
9.4.1 The payment of any sums by the County under this Agreement or the failure of
the County to require compliance by the Consultant with any provisions of this Agreement or the
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waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim
for damages by the County for any breach of this Agreement or a waiver of any other required
compliance with this Agreement.
ARTICLE 10 ADDITIONAL PROVISIONS
10.1 Relationship of Parties
10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor
any employee of the Consultant shall be deemed an officer, employee or agent of the County.
Consultant's personnel shall not be employees of, or have any contractual relationship with, the
County.
10.2 Limitation and Assignment
10.2.1 The County and the Consultant each bind themselves, their successors, assigns,
and legal representatives to the terms of this Agreement. Neither the County nor the Consultant
shall assign or transfer its interest in this Agreement without the written consent of the other.
10.3 Governing Law
10.3.1 This Agreement and the duties, responsibilities, obligations and rights of
respective parties hereunder shall be governed by the laws of the State of North Carolina.
Consultant 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.
10.4 Dispute Resolution
10.4.1 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 and it is
agreed by the parties that no other court shall have jurisdiction or venue with respect to such
suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the
bringing of such suit or action.
10.5 Extent of Agreement
10.5.1 This Agreement, together with the Request for Proposals together with
attachments distributed by the County and the Consultant's submitted Proposal, all of which
constitute the Contract Documents, represents the entire and integrated agreement between the
County and the Consultant and supersedes all prior negotiations, representations or agreements,
either written or oral. In the event of a conflict among the terms of the Contract Documents, the
priority of documents shall be This Agreement, the County's Request for Proposals, attachments
to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be
amended only by written instrument signed by both parties. Modifications may be evidenced by
facsimile signatures.
10.6 Severability
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10.6.1 If any provision of this Agreement is held as a matter of law to be
unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties.
10.7 Ownership of Deliverables
10.7.1 All Deliverables, together with all supporting materials, source documentation,
data collected, field notes, and working drafts, developed in the performance of this Agreement
shall become the property of the County and may be used on any other project without additional
compensation to the Consultant. The use of the Deliverables by the County or by any person or
entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk
of the County.
10.8 Non-Appropriation
10.8.1 Consultant 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 Consultant of the unavailability
and non-appropriation of public funds. It is expressly agreed that County shall not activate this
non-appropriation provision for its convenience or to circumvent the requirements of this
Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis.
In the event of a change in the County's statutory authority, mandate and/or mandated functions,
by state and/or federal legislative or regulatory action, which adversely affects County's
authority to continue its obligations under this Agreement, then this Agreement shall
automatically terminate without penalty to County upon written notice to Consultant of such
limitation or change in County's legal authority.
10.9 Notices and Signatures
10.9.1 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 I IA and Article 40 of North Carolina General Statute Chapter 66.
10.9.2 Any notice required by this Agreement shall be in writing and delivered by
certified or registered mail, return receipt requested to the following:
Orange County Consultant's Name & Address
Attention: Howard W. Fleming, Jr. Kennon Craver, PLLC
P.O. Box 8181 P.O. Box 51579
Hillsborough, NC 27278 Durham, NC 27717-1579
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have
hereunder set their hands and seal, all as of the day and year first above written.
COUNTY: Orange County CONSULTANT: Kennon Craver, PLLC
DocuSigned by: DocuSigned by:
�jOV�,l�t,tf, �A.uhw�t,V'S� j�jV'tAan, �t,VYt,�,
oun y'�V�anager 1ian'1 E0 errell, Attorney
Printed Name and Title
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EXHIBIT A
BASIC SERVICES
Kennon Craver, PLLC proposes to perform the following legal services for Orange County:
Title Search & Title Insurance
Orange County is considering purchasing an approximately 1 acre portion of property
located within Orange County located on West Ten Road having Orange County PIN
9844644800 (the "Property"). Kennon Craver will perform a title search on the Property. If a
prior title insurance policy can be located, then we will conduct a limited title update search.
The update search will begin on the date of a prior owner's title insurance policy was issued (the
"Beginning Search Period"). We will not review title documents prior to the Beginning Search
Period and we will not identify title defects that occur prior to that date. However, you will be
insured against earlier title defects via the title insurance policy we will procure on behalf of the
County. If a prior title insurance policy is not located, then we will conduct a full search of no
less than 30 years. We will provide the County with a preliminary title opinion on forms
prescribed by Investors Title Insurance Company containing the results of the title search in
advance of the closing. We will also procure a title insurance policy for the purchase price if
requested. The County will be responsible for the payment of the title insurance premium, if
any.
Matters of zoning, environmental hazards and other due diligence matters not specifically
addressed on this Exhibit are not included in our scope of services. 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.
If requested, we will prepare a legal description of the Property based on the survey
prepared specifically for this transaction on behalf of the County. The legal description may be
used to describe the Property in the deed into the County from seller (the "Deed"). We do not
represent seller, and seller will need to engage separate counsel to prepare the Deed and other
related seller-side closing documents unless otherwise specifically agreed to by the parties and
this firm.
Contract Preparation & Negotiation
We will, subject to receipt of instructions on terms from the County, negotiate for the
purchase of the Property from the current owners. Assuming a deal is reached with the current
owners for the purchase and sale of the Property, we will prepare an offer to purchase ("Purchase
Agreement") for execution by the parties.
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Closing
We will conduct the closing on the purchase of the Property. The closing can occur in
my offices or another location that works better for the parties. The County agrees to wire the
closing funds into my trust account prior to the closing. We will make every effort to provide
the County with a draft of the settlement statement no less than 24 hours prior to the closing date.
Following the closing, we will update title and record the new plat and Deed in the office of the
Register of Deeds and prepare a final title opinion and deliver the same to Investors Title for
issuance of the title insurance policy, if any.
Legal Fees & Expenses
This engagement is specifically limited to: (1) performing the title search; (2) preparing
the title opinion; (3) procuring title insurance, if any; (4) disusing any title issues discovered
during the title search with you; (5) negotiating with the current owners for the purchase of the
Property based on direction from the County on essential terms; (6) prepare a Purchase
Agreement for the County's purchase of the Property assuming a mutually agreeable deal is
reached with seller(s); (7) recording the documents listed above, if requested; and (8) conducting
the closing, if requested. Please be aware that additional work necessary to complete the closing,
such as attempting to resolve significant title defects, may require work beyond the scope of this
letter and in excess of the "not to exceed" amount listed below. 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.
Our fees for performing the legal work outlined herein are as follows: (1) $85.00 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) $225.00 per hour for all work performed by Kennon Craver attorneys which represents a
discount of 10% of the standard hourly rate for Brian Ferrell. The fees due under this agreement
will not exceed$5,000.00.
We will begin work on this transaction as soon as I received an executed copy of the
associated Services Agreement from the County. Please understand that we must charge for all
work performed even if this transaction fails for any reason.
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T LIABILITY INSURANCE 5020 Weston Parkway, Suite 200 919.677.8900 TEL
.� s COMPANY OF Cary, North Carolina 27513 800.662.8843 TOLL FREE
Post Office Box 1929 919.677.9641 FAx
-Luit MUTUAL NORTH CAROLINA Cary, North Carolina 27512-1929 www.lawyersmutuainc.com
Declarations
KENNON CRAVER, PLI_C Location:
PO BOX 51579 4011 UNIVERSITY DR STE 300
DURHAM, NC 27717-1579 DURHAM NC 27707
Policy Number: 0022032- 12
Policy Period: 05/01/2015 to 05/01/2016
12:01 A.M. Standard Time 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 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 1, "Deductible and Limit of
(including claims expenses) Liability," of the Policy,
Premium: $ 31,220
Endorsement Attachments:
012 041 042
[n witness whereof,Lawyers Mutual Liability Insurance Company of Forth Carolina has caused this policy to be signed by its President and
Secretary and countersigned by a duly authorized agent of the Company.
t�
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 - 2015
DocuSign Envelope ID: E788C2EB-13F2-4F6E-82FF-8D8A4368FF78
LIABILITY INSURANCE 5020 Weston Parkway, Suite 200 919.677.8900 TEL
,L
L COMPANY OF Cary, North Carolina 27513 800.662.8843 TOES.FREE
T�d� Post Office Box 1929 919.677.9641 FAx
U ®L NORTH CAROLINA Cary, North Carolina 27512-1929 www.lawyersmutualnc.com
Attorney Listing / Prior Acts Limitation Endorsement
This Endorsement, effective 12:01 A.M. on 05/01/2015 forms a part of Policy No. 0022032- 12 (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 listed below as anlnsured 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 eachlnsured below
("Prior Acts Date").
All Policy provisions, terms, and conditions, except as provided otherwise in this endorsement,
remain in full force and effect.
Attorney Name Licensing State License Prior Acts Date
for Other) Number
1. WILLIAM ALBERT ANDERSON III NC 29085 10/02/2000
2. GWENDOLYN C BROOKS NC 26502 09/17/1999
3. JOEL M CRAIG NC 9179 02/01/1950
4. G RHODES CRAVER NC 10291 02/01/1982
5. JAMES ROBERT EASTHOM NC 23489 06/14/1998
6. BRIAN M FERRELL NC 27819 04/03/2002
7. WILLIAM T HUTCHINS JR NC 22129 06/01/1995
8. DEBORAH ANN McDERMOTT NC 47933 09/02/2014
9. KATHERINE L MCKEE NC 7161 02/01/1977
10. HENRY WILLIAM SAPPENFIELD NC 37419 12/03/2007
11. LEIGH PURYEAR VANCIL NC 27342 03/01/2007
Authorized Agent
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