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HomeMy WebLinkAbout2018-219-E AMS - Kennon CraverNorth campus land exchangeDocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 KENNON William A Anderron, III Gwendolyn C. Brooks' Joel M Craig G Nuidei Crater James R kasthom Brian M Ferrell William T Hutchms, Jr,,. Deborah A McDermott Candace B Minjares Henry W Sappenfield Leigh P Vancil "Boa+d Ctrufird Specialist in Estate Pdrnning p Probare Lain " °Baard Cerrif :td Specialist in Real Property Lain, B.rointss, Contnterrial and lnduxntal Tramactiom Jeffrey E. Thompson Director, Asset Management Services Orange County Government 131 West Margaret Lane, Suite 300 PO Box 8181 Hillsborough, NC 27278 VIA EMAIL DELIVERY ATTORNEYS AT LAS+! May 14, 2018 3 P/Ic 19 RE: Engagement For Legal Services: North Campus Land Exchange & Easements Dear Mr. Thompson: We are pleased to represent Orange County in conjunction with the above referenced matter (the "Transaction "). If agreeable to the County, this letter establishes the terms of our engagement. Exchange Agreement We will prepare an exchange agreement (the "Exchange Agreement ") whereby a certain portion of the County's property having PIN 9864398253 will be exchanged for a portion of the adjacent property having PIN 9864490515 (the "Adjacent Property "). The Exchange Agreement will include the transaction terms outlined in your memorandum dated May 1, 2018 addressed to the owners of the Adjacent Property (the "Memo "). Title Search & Title ] nsurance We will perform a title search on the Adjacent Property. The nature of that search may take on one of two forms, depending upon whether the title has previously been insured. If the title has not been previously insured, a search of the public records for a period 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 covera{,c 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 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 Adjacent 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 4011 univer ft: drive, suite 300, durhanz, ne 271707 frost q#ice box 51579, durham, nc 27717 -1579 T E L E P H 0 N E 919 4,90 0500 PAX 919 490 0873 • www. ken noncraver; corn DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 coverage for the County. You should he advised that title insurance, while a valuable insurance coverage, does not cover 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 Adjacent Property. 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 do not provide any opinion as to the environmental condition of the Adjacent Property or permitted uses under current zoning regulations. 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. I understand the County will engage a surveyor to prepare a recordable recombination plat showing the newly constituted parcels following recombination. We will use this recombination plat to prepare the necessary legal descriptions related to the property exchange, casements, and other documents related to the Transaction. I understand the County does not require our assistance with negotiating the "Transaction with the Adjacent Property owners. Easements and Closing We will prepare the sewer easements (temporary construction and permanent) and vegetative buffer easement outlined in the Memo. We will prepare deeds for the properties to be exchanged. We will work with the owner of the Adjacent Property to obtain subordination agreements from their lender for the property exchange and the sewer easements. We will prepare any necessary post- closing agreements to document post - closing items as outlined in the Memo. We will prepare a settlement statement and conduct the closing on the Transaction. 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 all necessary documents 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 CHANCE WIRING INSTRUCTIONS. IF YOU RECEIVE WIRING INSTRUCTIONS FOR A DIFFERENT BANK, BRANCH LOCATION, ACCOUNT NAME OR ACCOUNT NUMBER OTHER THAN THE INSTRUCTIONS YOU HAVE ON FILE, THEY SHOULD BE PRESUMED 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 the work outlined herein. 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 Adjacent Property in the chain of title, kennon crraver, pllc 1011 w7h miry drii r, suit, 300, durham, tac 27707 • posr o yce box 51579, durfirrm, ne 27717 -15%9 TELEPHONE 91 9 490 0500 FAX 919 490 0873 • wim.. ken noncravva ram DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 etc., may require work beyond the scope of this letter and cost more than the fee listed below. In the event the County requires additional legal work not referenced in this letter (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. We will bill the County at a discounted hourly rate of $250 for time spent by firm attorneys on the Transaction and $110 per hour for time spent by paralegals on the Transaction. Our legal fees for performing the legal work outlined herein will not exceed $6,500.04. In addition to the foregoing hourly fees, 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. 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, :,6rrel I FIRM kennon cr aver, pllc 9011 terrir.rrsity drier, saite.300, dierharn. ut 27707 • past vff,re box 51579. didrhann nr 27717- -15'79 TELEPHONE 919 490 Q500 FAX 9194900,3.?3 • rcwt,_kenn©ncr4ve,:rom DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 AW EJ[4 LIABILITY INSURANCE 5020 Weston Parkway, Suite 200 MUTUAL �- �r COMPANY OF Cary, North Carolina 27513 M V 1 UAL NORTH CAROLINA Post ,Nora Box 1929 Cary, North Carolina 27512 -1924 Declarations KENNON CRAVER, PLLC PO BOX 51579 DURHAM, NC 2 771 7 -1 579 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: 919.677.8900 TEL 800.662.8843 TOLL FREE 919.677,9641 FA% www.lawyersmutuainc.com 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 regardto 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. Secretary n Pre ident 4 AutltiFCkza[I ?ice 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: E0811058 -AED1- 4162- 819E- 35039B7DAF23 �P�T]i LIABILITY INSURANCE 5020 Weston Parkway, Suite 2001 L I COMPANY OF Cary, North Carolina 27513 Post Office Box 192 9 MUTUAL V AL NORTH CAROLINA Cary, North Carolina 27512 -1929 Insured Listing / Prior Acts Date Endorsement 919.677.8900 TEL 800.662.8843 TOLL FREE 919.677.9641 rAx www.lawyersmutualnc.com 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. ALalwrezed Agpl - - - END #: 012 (08/01/2015) AttyListPALE 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 ALalwrezed Agpl - - - END #: 012 (08/01/2015) AttyListPALE DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 �P�T]i LIABILITY INSURANCE 5020 Weston Parkway, Suite 2001 L I COMPANY OF Cary, North Carolina 27513 Post Office Box 192 9 MUTUAL V AL NORTH CAROLINA Cary, North Carolina 27512 -1929 Specific Acts Exclusion Endorsement 919.677.8900 TEL 800.662.8843 TOLL FREE 919.6 77.9641 FAx www.lawyersmutualnc.com 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, 11. 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. ALalwrezed Agpl - - - END #: 041 (08/01/2015) SpaExclusion DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 LAWYLR 'A MUTUAL Declarations KENNON CRAVER, PLLC PO BOX 51579 DURHAM, NC 2771 7 -1579 Policy Number: 002,2032 -LPL -15 Policy Period: 05 -01 -2018 to 05 -01 -2019 12:01 A.M. Standard Time at the address of the (Tamed Insured stated herein. u s� cb. €.sss �a�r4ntu[u.� €fzr .er3ny 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. Deductibleand (including claims expenses) Limit of Liability. Premium: $31,438.00 Endorsement Attachments: 012 041 069 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 c Pre ident ,f 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: E0811058 -AED1- 4162- 819E- 35039B7DAF23 d. AY.�rRd.J1�1'��..i�' IL'1�S, �i��1; UT UAL Insured Listin / Prior Acts Date Endorsement r i This Endorsement, effective 12:01 A.M. on May 1, 2018 forms a part of Policy No. 0022032- LPL -15 (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 ornission(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. END #: 012 (08/0ji2o15) AttyllistPALE 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 (08/0ji2o15) AttyllistPALE DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 LA VYERS Specific Acts Exclusion Endorsement 1 fill'. 7.7! This Endorsement, effective 12:01 A.M. on May 1, 2018 forms a part of Policy No. ©022032 -LPL -15 (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 1. 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, 11. 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. :kL!H.,!1 El END #: 041 (08/0 1 12 0 7 5) SpaExclusion DocuSign Envelope ID: E0811058 -AED1- 4162- 819E- 35039B7DAF23 LAWYERS 1TVL vs��ro.lant� °s�raalaalni _cu� Financial Fraud Exclusionary Endorsement (Real Estate with Safe Harbor) This Endorsement, effective 12 :01 A.M. on May 1, 2015 forms a part of Policy No. 0022032 - LPL -15 (the "Policy ") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA. 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. All Policy provisions, terms, and conditions, except as expressly provided otherwise in this endorsement, remain in full force and effect. 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 Ill. 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 loss, misappropriation, or attempted misappropriation of funds, through any dishonest, deceitful, or fraudulent scheme or means, including but not limited to written, electronic, telegraphic, cable, teletype, facsimile, or telephone communications or access to, use of, or change to any software, application, data, or information within any computer, server, electronic device, or electronic account of an Insured. This exclusion applies regardless of whether any other act(s) or omission(s) contributed concurrently or in any sequence to the loss, misappropriation, or attempted misappropriation of funds. This exclusionary endorsement shall apply only to funds directly or indirectly connected with or related to any purchase, sale, financing, or refinancing of real estate. Provided, however, that this endorsement shall not apply to the loss, misappropriation or attempted misappropriation of funds (1) wired or electronically transmitted by or on behalf of a client if any Insured had previously obtained the client's written agreement to terms of engagement applicable to the representation that identified a specific IOLTA Trust Account as the only bank account to be used, and that warned the client substantially as follows: "BEFORE SENDING ANY WIRE, CALL OUR OFFICE 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, THEY SHOULD BE PRESUMED TO BE FRAUDULENT. DO NOT SEND ANY FUNDS AND CONTACT OUR OFFICE IMMEDIATELY. FAILURE TO FOLLOW THIS PROCEDURE ENDANGERS YOUR FUNDS," or (2) disbursed by or on behalf of any Insured in accordance with a written, original, notarized disbursement instruction authorizing the wiring or electronic transmission of the funds. END #: 069 (06/20/2017) FFEE(REw$H)