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HomeMy WebLinkAbout2017-142-E DEAPR - Kennon Craver, Attorneys at Law for legal services for easement for Gledhill - Lick Creek property DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C [Departmental Use Only] TITLE Lick Creek CE Closing FY 2016-17 ORANGE COUNTY CONTRACT UNDER $15,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 26th day of April, 2017, ("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 Gledhill - Lick Creek property (29.55 acres) 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 May 1, 2017 to June 30,2017. 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 Two Thousand Five Hundred Dollars, ($2,500). 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 Revised 2/17 1 DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C 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/contra cts.php). if County'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 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 consent of the Parties to utilize electronic signatures and 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 Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). 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. Revised 2/17 2 DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C 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 2/17 3 DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER t ---DocuSigned by: ,.---DocuSigned by: By: 176ln,,Ut, NuMwtt-rSLt,t1 By: 15VialA, Ft Vet,(,(, County WhHH1cgM9413755E477... Title: BD328765E05245A... 200 S. Cameron St. Kennon Craver,Attorneys at Law P.O. Box 8181 4011 University Drive, Suite 300 Hillsborough,NC 27278 Durham, NC 27707 Revised 2/17 4 DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C ORANGE COUNTY—DEPARTMENT USE ONLY Department Party/Vendor Name: Kennon Craver, Attorneys at Law Party/Vendor Contact Person: Brian Ferrell Contact Phone: 919-490-0500 Party/Vendor Address: 4011 University Drive, Suite 300 City Durham State: NC Zip: 27707 Department: DEAPR Amount: $2,500 Purpose: Legal services for Orange County's purchase of a conservation easement for the Gledhill - Lick Creek property (29.55 acres) in Cedar Grove Budget Code(s): 61370035 850000 20006 Vendor#51112 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No Contract Type: (Check one) New ® Renewal ❑ Amendment ❑ Effective Date May 1, 2017 Approved by Board YesZ No Agenda Date: December 13,2016 This agreement is approved as to technical form and content: r---DocuSigned by: Department Director's Signature N S fO.IA.Ut Date: '--61 1 CFA1 D507A495... Information Technologies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This agreement is approved for sufficiency of insurance standards,specifications, and requirements: r----DocuSigned""by: ''��.. Office of the Risk Management Officer gust, Cbvv,_th Date: `'*• 7FDCF9176800498... Financial Services This instrument has been pre-audited in the manner required b the Local Government Budget and Fiscal Control Act: , Doc Signed by: Office of the Chief Financial Officer �� Date:-7D4E5181 ACC1409... Legal Services This agreement is approved as to legal form and sufficiency: rDocuSigned by: Office of the County Attorney joLvi, kts Date: �—EAA3D33ED8A8465... Clerk to the Board Received for record retention: All Docusign contracts must be copied to Donna Lloyd upon completion @ Dolloyd @orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 2/17 5 DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C KENNON RAVER William A Anderson,III /77 Gwendolyn C Brooks* Joel e C aver air G ATTORNEYS AT LAW Rhode, /eeren R 1 nihom Brian M Terrell William T Iltttchins,Jr** Deborah A MJermod Candace B Me;llace; Henry Al Sappen field L,eiih P Vancil A William Kennon, Retired Katherine I McKee, Beaded *Bored(; t fled Specialist in Lnate Planning d Probate law `Board d Spin mint in Real Prop, tye Law,, Let;rocs, (winner,ialandIndus»ialIran.vartiara April 20, 2017 Mr. Rich Shaw Orange County, North Carolina P.O. Box 8181 Hillsborough, North Carolina 27278 RE: Engagement For Legal Services: Purchase of Conservation Easement from Geoffrey E. Gledhill and wife, Jane Gledhill 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 a single 29.55 acre parcel identified as having Orange County PIN 9858-20-3500 (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 present. In other words absent your timely objection, we will "tack"to that existing policy of title insurance. This procedure will enable us to keep the County's costs to a minimum while, at the same time, providing full title 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 1 10.71 university drive, rude 300,durham, no 27707 a port office box 51579, durhalce, no 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873 www.kennoncraver.coen DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C 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 time" depends upon the nature of the defect. Assuming title is insurable, we will obtain a title insurance policy in favor of the County in the amount of the purchase price for the Easement. 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 County's survey, if any. If the Count does not prepare a survey for this transaction the legal description will be based on the source deeds into the current owner. 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. kennon ever pit(' 401.1 university drive,suite 300, durband ne 27707 post office box 51577 tburbant, ne 27717-1579 TELEPHONE 919 490 0500, FAX 919 490 0873 udiut kennoncraver.tom DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C Our fee for performing the legal work outlined herein is $2,500.00 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. /./goof .,incerely, ''•0efe-' e 411, PI FIRM / / / kennon c-13-ave7;pac 40ll iinwenity(Imre, ,ulte 300, ((wham, II( 27707 . pmt office box 51579, ritirham, tic 277174579 TELEPHONE 919 490 0500, FAX 910 90 0875 . u,rviv ken now rat,ri (ow DocuSign Envelope ID:CDA69B56-08FD-456F-B2ED-899D72C2457C ■ Gledhill- Lick Creek v , E - i Location Map L S • . IZIc' Assaiatio D 0.51 2 3 4 j ; Miles il Hillsborough Cake m Y Reservoir' 04170,-- WHil - fr 714!I 14, y , .. ib ,, ..:, . ---- :Ow :, lop - 40 1141116 Hillsborough _ J Eno River. `t f. - 1•• " , , ___ ..,, 85 el ,-.Li 1 ,/ iiiiit 111 ' 1 ..r.4021111reiONI011■-, lipila iiiii .'� , linh7ilik, urham t 121 i\--- L._ \_._ i A ____ ,t 11. • 1 )1, I - --- • • Legend 4 1. Gledhill-Lick Creek Chapel Hill Eno River State Park . ./ Reservoirs Er' E ::° 'dary \--,_ ci — Roads DocuSign Envelope ID: CDA69B56-08FD-456F-B2ED-899D72C2457C PELIBEI OP ID: C2 ACORO' DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 12/16/2016 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Philip S.Wolf The Insurance Center of Durham 1920 Front St.,Suite 710 PHONE o,EXt�:919-471-2541 FAX No): 919-471-2132 P.O.Box 15369 E-MAIL Durham,NC 27704- ADDRESS: Philip S.Wolf INSURER(S)AFFORDING COVERAGE NAIC# INSURER A:Auto-Owners Insurance Co. 18988 INSURED Bernadette Pelissier INSURER B: &Vann Bennett 4516 Mystic Lane INSURER C Hillsborough, NC 27278-7588 INSURERD: INSURER E • INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE N W SD VD POLICY NUMBER POLICY EFF POLICY EXP ,(MM/DD/YYYY) (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 X 35257755 12/15/2016 12/15/2017 DAMAGE TO RENTED 100 000 CLAIMS-MADE OCCUR PREMISES„(Ea occurrence) $ � MED EXP(Any one person) $ 5,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $ 2,000,000 POLICY PRO- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT + $ (Ea accident) ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS AUTOS NON-OWNED PROPERTY DAMAGE $ HIRED AUTOS AUTOS ,,,,,,(Per accident) UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION PER OTH- - AND EMPLOYERS'LIABILITY Y/N l STATUTE ....1 ER ANY PROPRIETOR/PARTNER/EXECUTIVE E .EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? N/A (Mandatory in NH) E .DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E .DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Ref 205&242 Persimmon Hill Lane Cedar Grove NC 27231 CERTIFICATE HOLDER CANCELLATION ORAN002 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Orange County THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN g ty ACCORDANCE WITH THE POLICY PROVISIONS. PO Box 8181 Hillsborough, NC 27278 AUTHORIZED REPRESENTATIVE n 1 2 ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD