HomeMy WebLinkAbout2016-650-E DEAPR - Kennon Craver, Attorneys at Law for legal services - Conservation Easement - Persimmon Hill Farm DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
[Departmental Use Only]
TITLE Persimmon CE closing
FY 2016-17
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 9th day of November, 2016, ("Effective Date")
by and between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the
"County"), party of the first part; and Kennon Craver, Attorneys at Law (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 services for completing Orange County's acquisition of a
conservation easement for the Persimmon Hill Farm consistent with an engagement letter provided by Mr.
Brian Ferrell,Kennon Craver,Attorneys at Law (attached).
The term of this agreement rendered shall be from November 16, 2016 to January 15, 2017.
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 Dollars, ($3,000). 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 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
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be required by County'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://www.orangecountync.gov/departments/purchasing division/contracts.ph p). if County'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 County'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, its agents, or assigns directly or indirectly related to the Services to be performed
pursuant to this Agreement 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. County may suspend this Agreement upon
reasonable notice to the Provider.
7. Entire Agreement and Signatures: 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 11A 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 of this Agreement 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. 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 state and federal anti-discrimination laws,
policies, rules, and regulations and the Orange County Anti-Discrimination Policy. Any violation of this
requirement is a breach of this Agreement and County may immediately terminate this Agreement without
further obligation on the part of the County. This paragraph is not intended to limit and does not limit the
definition of breach to discrimination. By executing this Agreement Provider affirms that Provider is and
shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By
executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the
services of any agent or subcontractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58.
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
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DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
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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DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY PROVIDER
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200 S. Cameron St. Kennon Craver,Attorneys at Law
P.O. Box 8181 4011 University Drive, Suite 300
Hillsborough,NC 27278 Durham, NC 27707
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DocuSign Envelope ID:F7929D92-4
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November 1, 2016
Mr. Rich Shaw
Orange County Land Conservation Manager
P.O. Box 8181
Hilisborough,North Carolina 27278
RE: Engagement For Legal Services: Acceptance of Conservation Easement from
Vann Bennett and wife, Bernadette Pelissier
Thank you for contacting me regarding Orange County's need for legal assistance in the
acquisition of the above referenced conservation easement (the "Easement"). We are pleased to
represent Orange County in this transaction. If agreeable to the County, this letter establishes the
terms of our engagement.
Title Search & Title Insurance
The property to be encumbered by the Easement is comprised of three parcels identified as
having Orange County PINs 9049-09-0929, 9049-79-3056 and 9849-89-6892 (collectively the
"Property"). In preparation for closing, we will perform a title search on the Property. The nature of
that search may take on many one of two forms, depending upon whether or not the title has
previously been insured. If the title has not been previously insured, a search of the public records for
a period of time satisfactory to the title insurance company will be required. If the title has previously
been insured, we can obtain coverage for the County by having the title examined from the effective
date of that coverage to the present. The process of performing only a limited title search is what is
known as "tacking". If we tack to an existing title insurance policy, the County will be relying on its
policy of title insurance and not our having actually examined the public records for any matter
affecting title prior to the date of the existing policy of title insurance to which we tacked. Therefore,
absent your timely objection, we will determine if title insurance coverage exists on the Property and,
if so, have the public records examined only from the date of that coverage to the pcceonL In other
words absent your timely objection, we will ''tock" to that existing policy of title insurance. This
procedure will enable us to keep your costs to a minimum while, at the same time, providing full title
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DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
insurance coverage for the County. You should be advised that title insurance, while a valuable
insurance coverage, does not cover any and all damage that may arise from a title defect. Title
insurance also does not necessarily provide immediate relief in the form of the payment of a claim
given title insurers have a reasonable time to correct defects in title which the insurer reasonably
believes can be corrected. What constitutes a "reasonable dcnc" depends upon the nature of the
defect. Assuming title is insurable, we will obtain a title insurance policy in favor of the County in
this same amount. The County will be responsible for the payment of the title insurance premium at
closing.
Please be aware that matters of zoning and environmental matters are not included in a
standard title search. We, as closing attorneys, do not provide any opinion as to the environmental
condition of the Property. Please notify me immediately if the County requires additional information
or assistance concerning these two issues. Zoning laws affect setbacks 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 will prepare a legal description of the Property based on the survey that I understand is
now being prepared specifically for this transaction. The County will make payment arrangements
directly with the surveyor. The legal description will be used to describe the Property in the Warranty
Deed of Conservation Easement (the "Easement Deed"). I understand that the County does not
require our assistance with negotiating or drafting the Easement Deed, so the preparation of that
document is not included in the scope of our engagement.
Closing
We will conduct the closing on the Easement. The closing can occur in our 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 Easement 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.
Legal Fees & Expenses
This engagement is specifically limited to: (1) performing the title search; (2) preparing the
title opinion; (3) procuring title insurance (if available); (4) disusing any title issues discovered
during the title search with you; (5) recording the documents listed above; (6) preparing the
settlement statement and (7) conducting the closing. Please be aware that additional work necessary
to complete the closing, such as attempting to resolve significant title defects, significant work
related to locating heirs or resolving estate issues related to the property in the chain of title, etc., may
require work beyond the scope of this letter and cost in excess of the fee 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 and resolving estate
issues), then we may perform such work at the County's specific request under an amendment to this
agreement at our normal hourly rates.
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DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
Our fee for performing the legal work outlined herein is $3,000.00 payable in full at the
closing. In addition to the foregoing flat fee, the County will be responsible for payment of any
expenses incurred by our firm in connection with the closing such as express mail charges, and wire
fees each and all of which will be set out on the settlement statement at closing. The County will
also be responsible for other typical costs of closing such as recording fees and survey expenses. We
will begin work on this transaction as soon as I receive 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.
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.
Sincerely,
aria, M. • e 1
F• THE FIRM
3
kennon craver,plic
4011 rimy(rszty drive,suite 300 do;born w 27707 post lc( box 51579 durhani m 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0873 wwuc ken noncr aye I coin
DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
LA .E S LIABILITY INSURANCE 5020 Weston Parkway, Suite 200 919.677.8900 TEL
COMPANY OF
Cary, North Carolina 27513 8010.662.8843 TOLL FREE
/�T T�`T Post Office Box 1 929 919.677.9641 FAX
11 �J 1 �J�� NORTH CAROLINA Cary, North Carolina 27512-1929 www.lawyersmutualnc.com
Declarations
KENNON CRAVER, PLLC Location:
PO BOX 51 579 4011 UNIVERSITY DR STE 300
DURHAM, NC 277171579 DURHAM NC 27707
Policy Number: 0022032- 13
Policy Period: 05/01/2016 to 05/01/2017
12:01 A.M. Standard Time at the address of the Named Insured stated herein
Prior Acts Date of
Named Insured: 05/01/2003
Limits of Liability: A. $ 5,000,000 A. Applicable to any claim or one or more related
claims.
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, Extended Reporting
Endorsements, claims, suits, or claimants.
Deductible: C. $ 50,000 C. See INSURING AGREEMENT VI. Deductible and
(including claims expenses) Limit of Liability.
Premium: $ 32,150
Endorsement Attachments:
012 041
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.
t
Secretary
d/A.M.,;(1) Pre ident Authorized Agent
Lawyers Professional Liability Policy (This is a Claims-Made and Reported 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).
(08/01/2015.2) PolicyFor m 22032 - 2016
DocuSign Envelope ID:F7929D92-4D97-45D2-8B83-2E264978353D
LAWYERS LIABILITY INSURANCE 5020 Weston Parkway,Suite 200 919.677.8900 TEL
iN COMPANY OF Cary, North Carolina 27513 800.662.8843 rota FREE
T ® Post office Box 1929 919.677.9641 rAx
/(
�� LJ C 1 NORTH I CAROLINA Cary, North Carolina 27512-1929 www.lawyersmutualnc.com
Insured Listing / Prior Acts Date Endorsement
This Endorsement, effective 12:01 A.M. on 05/01/2016 forms a part of Policy No. 0022032 - 13 (the
"Policy")issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA and
applies to KENNON CRAVER, PLLC (the "Named Insured").
It is hereby understood and agreed that as to each Insured listed below, this Policy shall not apply
to such Insured's act(s) or omission(s), or series of related act(s) or omission(s), occuring or
beginning prior to the date listed individually for each Insured below ("Prior Acts Date").
All Policy provisions, terms, exclusions, and conditions, except as provided otherwise in this
Endorsement, remain in full force and effect.
Name Licensing State License Prior Acts Date
(or 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 02/01/1980
4. G RHODES CRAVER NC 10291 02/01/1982
5. TAMES 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
END#:012 (08/01/2015) Page 1 of 1 AttyLiStPALE 22032 2016
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