HomeMy WebLinkAbout2017-594-E DEAPR - Kennon Craver, Attorneys at Law for legal services to purchase conservation easement for Fickle Creek DocuSign Envelope ID:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
[Departmental Use Only]
TITLE Fickle Creek CE Closing
FY 2017-18
ORANGE COUNTY
CONTRACT UNDER $15,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 19th day of October, 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 Fickle Creek farmland (25 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 October 19, 2017 to December 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 Three
Thousand Five Hundred Dollars, ($3,500). 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:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
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:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
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:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
IN WITNESS WHEREOF,County and the Provider have signed this Agreement, effective as of
the day first written above.
ORANGE COUNTY PROVIDER
DocuSigned by: - DocuSigned by:
'L 1 10/25/2017 „ ,�? 1' 10/19/2017
pl y�bltih,l� Cd�'A.�Mw�t,V'St,t,t1 y�7V'lA.in, �t,vvLU,
st)r/-tit / Criager "=D328765E05245A...
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:8C374B87-5E13-4545-B092-5C1BD8C3AFCD
KENNON CRAVER
William A Andoron,
Gwendolyn(t Brooks'
IAAM(raig
6 Rhode, ( ;aye; ATTORNEYS AT LAW
lames R Padhom
zan Al Terrell
William 1 Hutchins,II**
Deborah A Mr Deimod
Candace B Alitiyares
Henry W,5appetilnbi
Leigh P Vaind
A Williani Kennon, Retired
Katherine L IV(Kee, Retired
*Borod ieltrfi,d Sp(
Pstau Plann mc u-Aobate an
**Boa,'(e,zifird Spa ialhr Real P,(,perty I niv
BM m (ornmu)ull and 171(diot)la I I raniartzon,
October 18, 2017
Ms. Kim Livingston
Land Conservation Manager
Orange County,North Carolina
P.O. Box 8181
Hillsborough,North Carolina 27278
VIA EMAIL DELIVERY
RE: Engagement For Legal Services: Fickle Creek Conservation Easement
Dear Ms. Livingston:
We are pleased to represent Orange County in the acquisition of the above referenced
easement (the "Easement"). If agreeable to the County, this letter establishes the terms of our
engagement.
Title Search & Title Insurance
The properties to be encumbered by the Easement are comprised of an approximately 20
acre parcel identified as having Orange County PIN 9827-82-3692 and an approximately 5 acre
parcel identified as having Orange County PIN 9827-80-9816 (collectively the "Property"). In
preparation for closing, we will perform a title search on each 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
university drzve,suite 300,du?ham, ac 27707 • post office box 51579, dm ham, an 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0871 • lova)keanoncraver coin
DocuSign Envelope ID:8C374B87-5E13-4545-B092-5C1BD8C3AFCD
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
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 either use the survey commissioned by the County for this transaction, if any, or
the description of the Property included in the current vesting deeds as the legal description for
the Easement. We recommend the County obtain a new survey of the Property if it has not
already done so. A survey may show title encumbrances and defects such as existing
encroachments onto or from neighboring properties, legal description gaps and overlaps, and
other matters "on the ground" that would not otherwise be discovered during our title search of
the public records. The legal description will be used to describe the boundaries of the Easement
in the Deed of Easement (the "Easement Deed"). I understand the final terms of the Easement
Deed have been agreed to by the County and the grantor prior to our involvement in this matter,
and the County does not require our assistance with negotiating or drafting the Easement Deed.
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.
Wire Instructions
BEFORE SENDING ANY WIRE, CALL OUR OFFICE AT (919) 490-0500 TO
VERIFY THE INSTRUCTIONS. WE WILL NOT CHANGE WIRING INSTRUCTIONS.
IF YOU RECEIVE WIRING INSTRUCTIONS FOR A DIFFERENT BANK, BRANCH
LOCATION, ACCOUNT NAME OR ACCOUNT NUMBER OTHER THAN TH
INSTRUCTIONS YOU HAVE ON FILE, THEY SHOULD BE PRESUMED
2
kennon cravev pilc
4011 unilerrity duve ,iirte 300,durhani no 27707 post office box 51579 43ihom, no 277171579
TELEPHONE 91)490 0900 FAX 919 430 0873 a a a ken non(ral rom
DocuSign Envelope ID:8C374B87-5E13-4545-B092-5C1BD8C3AFCD
FRAUDULENT. DO NOT SEND ANY FUNDS AND CONTACT OUR OFFICE
IMMEDIATELY. FAILURE TO FOLLOW THIS PROCEDURE ENDANGERS YOUR
FUNDS.
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.
Our fee for performing the legal work outlined herein is $3,500.00 payable in full at the
closing. The flat fee is the entire payment for the work outlined herein regardless of the amount
of time that it takes to perform the work. The flat fee will be earned by us immediately upon
payment and will be deposited in our business account rather than a client trust account or, if the
wire containing the flat fee includes other client funds (recording fees, title insurance premiums,
etc.) and is initially deposited into our trust account, the flat fee will be immediately transferred
to our business account; and when our representation in this matter ends, the County will not be
entitled to a refund of any portion of the flat fee unless (1) the closing is not completed, in which
event a proportionate refund may be owed, or (2) it can be demonstrated that the flat fee is
clearly excessive under the circumstances. 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 occ„6-ii-cerns regarding this letter.
I look forward to working with you on this transaction.
cerely,
1
>erre 1
•-11-IE FIRM
//
3
kennon cmver,pile
4011 unfoorwy(Moe, cum,300,((wham, nc 27707 post office box 51579,dun/am, oc 277172579
TELEPHONE 919 490 0500, FAX 919 4 90 0373 tevu,kcn nom raver corn
DocuSign Envelope ID:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
INSSURANC F nn,onnnlwen,nonn I,anl ✓ y 'suite u'tifi 6I 1.6'il" i694R6'1 ro-i
NIA 1 ARCH innn,I6 �wi�Innm n �p��,�al b; . pb, +abutl.6�7796•66� tr
L r , t 1[Vll.66 (10,1, rcui� iuruk;
f.,L� y, Nor big 014)h11,1 d„. b ,.m� wrww,fint?rersrmdtulloor a t,rioort
Declarations
KENNON CRAVER, PLLC
PO BOX 51579
DURHAM, NC 27717-1579
Policy Number: 0022032-LPL-14
Policy Period: 05-01-2017 to 05-01-2018
12:01 A.M. Standard Time at the address of the Named Insured stated herein.
Prior Acts Date of May 1, 2003
Named Insured:
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: $30,923.00
Endorsement Attachments:
012 041
In witness whereof,Lawyers Mutual Liability Insurance Company of North Carolina has caused this Policy to be signed by its President and Secretary and
countersigned by a duly authorized agent of the Company.
3.54.s.„ /44..,47„:„
Secretary
ed
DAtig-K
Pre id
r
entnl.l�aur�a��l.
Lawyers Professional Liability Policy (This is a Claims-Made and Reported Policy. Defense costs are a part of the
Policy Limits and reduce the amount available to pay losses. You should read your Policy for a complete
understanding of its Terms, Conditions&Coverages).
(08/01/2015.2) PolicyForm
DocuSign Envelope ID:8C374B87-5E13-4545—B092-5C1 BD8C3AFCD
AWYFRS LIABIILITY IN'SUI AN F (P)(,'(1we,40 1 Ri kwR can i^ H9 der r ray
d a+ay,, B aflio 'al a)1va1,1 ..'"';d b 80d. G,(n) t$d;,1 rcuw,r.
"� 4._4elyMlfANY p( P,. roVta (,77 �,•kn
LU.r �,f' NIA (ARCH ��1�),,� d�7t�ial ��tl'W,fldVp 1+Y�2�1��d.� dq;p2�,� ti^W''ti�W"�Y.pdk 4"k'^k`dWP'411tt'd 4Pll&.g ,iIN A ;WP'"h1I
Insured Listing / Prior Acts Date Endorsement
This Endorsement, effective 12:01 A.M. on May 1, 2017 forms a part of Policy No. 0022032-LPL-14 (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 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 HENRY WILLIAM SAPPENFIELD NC 37419 12-03-2007
10 LEIGH PURYEAR VANCIL NC 27342 03-01-2007
11 CANDACE B. MINJARES NC 50378 02-01-2016
END #: 012 (08/0112015) AttyListPALE
DocuSign Envelope ID:8C374B87-5E13-4545-B092-5C1 BD8C3AFCD
AWYFRS I._IABIIl ITY IN'SLI ANCF r,o(,'i1we,u n lxukway J 'H9 677 ray
d a+ay,, B afllo '�uuluuro ..'"';d b 1'(�hdY(16,) t$�;�1 rruw,r. Jun
L.J,. "� 4._�4elyMlrrfygNYp0P roVrad,r��.9,•kn
UAL�,f' NI)R 4....I (�AR(....)l..�INA ( Joyr, North �014)h 11,1 L, dq;p, www,k 4"k'^er4111 ullul,llIn A,.o;Winni
Specific Acts Exclusion Endorsement
This Endorsement, effective 12:01 A.M. on May 1, 2017 forms a part of Policy No. 0022032-LPL-14
(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 a condition of the issuance of this Policy, the
EXCLUSIONS AND LIMITED WAIVER I. Exclusions section of the Policy is hereby amended to add
this Specific Acts Exclusion.
Irrespective of whether the act(s) or omission(s) alleged in support of a claim, suit, or theory of
liability presented in a suit, would fall within INSURING AGREEMENT, I. Coverage- Attorney, II.
Coverage - Fiduciary or III. Coverage - Arbitrator &Mediator, this Policy does not afford to any
Insured any coverage or benefits whatsoever, including, but not limited to, any right to any defense,
with respect to:
Any claim, or any theory of liability asserted in a suit, based in whole or in any part upon any act(s)
or omission(s) of any Insured arising out of, related to, or on account of the following:
Services including legal services rendered to, for, or on behalf of McKee Family Associates, LLC
and clients thereof.
Services including legal services rendered to, for, or on behalf of Craver Realty Corp.
(17 Anil' Agait
END #: 041 (08/0 1/20 1 5) SpaExclusion