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HomeMy WebLinkAbout2018-350-E DEAPR - Kennon Craver Tunnels End Horse Farm easementDocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED [Departmental Use Only] TITLE Wegner CE Closing FY 2018 -2019 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP /RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement "), made and entered into this 27 day of July, 2018, ( "Effective Date ") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County ") and Kennon Craver, Attorneys at Law, (hereinafter, the "Provider "). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Legal services for completing Orange County's acceptance of a donated conservation easement for the Tunnel's End Horse Farm (16 acres) owned by Marianne Wegner consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance Revised 10/17 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and /or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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. vi) In determining the basic services to be provided, should any documents be referenced in 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. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Legal services, including title search and closing, for completing Orange County's acceptance of a donated conservation easement for Tunnel's End Horse Farm (16 acres) consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). 4. Duration of Services a. Term. The term of this Agreement shall be from July 31, 2018 to October 31, 2018. b. Schedulin;; of Services. Revised 10/17 2 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be July 31, 2018. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed two thousand and five hundred Dollars ($2,500). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Kim Livingston) 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 /or 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. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, and any additional insurance as may 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.php). If County's Risk Manager determines additional insurance coverage is required such Revised 10/17 3 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, 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 property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Compensation After Termination. i) In the event of termination, the Provider 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 Provider. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a Revised 10/17 4 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are 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 identified, on the list created by the State Treasurer pursuant to G.S. 147 - 86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G. S. 147 - 86.81. c. Non - Discrimination. 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 non - 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.oran ec�ountync. ov�/departments /purchasing division/contracts.php.) Any violation of the Orange County Non - Discrimination Policy 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. d. 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. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended Revised 10/17 5 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. 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. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. h. 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. 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 Provider of such limitation or change in County's legal authority. i. Si nom. 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. Notices. 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 AttentionXim Livingston P.O. Box 8181 Hillsborough, NC 27278 [SIGNATURE PAGE TO FOLLOW] Revised 10/17 6 Provider's Name Kennon Craver, Atty. at Law 4011 University Dr, Suite 300 Durham, NC 27707 DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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. ORANGE COUNTY: B Z�ocuSigned by: 6 � . RA*w v5 6i379946755E477... I-UUII6y Mal PROVIDER: Docusigned by: By: 8/7/2018 j[P'l rht� Fu"JI 3 23765EO5245A... Brian Ferrell Kennon Craver, Attorneys at Law Printed Name and Title Revised 10/17 7 7/27/2018 DocuSign Envelope ID: 6DDB8514- 1639- 46EO- A361- 9lA3E7EC35ED KENNON William A Anulemn, III Gwen do yn C Brooks Joel M Craig G Rhodes Craver James R Easthoni Brian M Fen-ell William THauchins, jr Deborab A McDmnorr Candace R Minjares Henr7 lw' Sappenfreld Leigh P Vaned Board Cerri6ed Speciality in Estare Platen ng & Probate Lam "Board Certified Specialist in Real Property Late; Business, Cornnreretal and Indu uid Transaction Ms. Kim Livingston Land Conservation Manager Orange County, North Carolina P.O. Box 8181 Hillsborough, North Carolina 27278 VIA EMAIL DELIVERY P1 1C ATTORNEYS AT LAW July 27, 2018 RE: Engagement For Legal Services: Purchase of Conservation Easement from Marianne Wegner Dear Ms. Livingston: 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 tenns of our engagement. Title search The property to be encumbered by the Easement is comprised of a single 15.82 acre parcel identified as having Orange County PIN 9878 -017 -7188 (the "Property"). In preparation for closing, we will perform a title search on the Property of not less than thirty years. The County has elected not to obtain title insurance for this Easement because it is being donated to the County. 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 County does not prepare a survey for this transaction the legal description will be based on the deed(s) 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 KC: 380458 4011 uraiversitt, drive, suite 300, durlitano, ne 27707 ` host office box 51579. the erh aon, nc 27717 -15179 TELEPHONE 919 490 0500 FAX 91949008'73 " www.kenrrorrcrcaver.com DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED "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. Closin We will conduct the closing on the Easement. The closing can occur in our offices or another location that works better for the patties. 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. Wire Instructions Our wiring instructions are included with this letter. 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 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) disusing arty 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 $2,5 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, survey costs, 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 anyexpenses 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. Should this transaction not close for any reason, then we will bill the County at a discounted local government rate of $250 per hour for all work done up and through the date of the termination of the transaction. In such event, the County also agrees to pay $110 per hour for the services of our firm's real estate paralegal who will collect the necessary documents from the office of the Register of Deeds and otherwise assist me with the Project. The County will also be responsible for other typical costs of closing KC: 380458 kennnn onver, pllc 4011 universin, &ive, Yuite,300, durhnm, nc277 07 • post office box 51579. din-ham. ac 27717- -15'9 TELEPHONE 9194900500 FAX 91 9 490 08 -3 rrrtxvlzrurroiurrtve'rcR+ir DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED such as recording fees and survey expenses. Please understand that we must charge for all work performed even if this transaction fails for any reason. Please do not hesitate to contact me with any questions or concerns regarding this letter. l look forward to working with you on this transaction. Enclosure (Kennon Craver Trust Accou KC- 380458 kennon craven, pllc 9011 aruiver,lty e{rfvP, etticr 3070, daeolrrrrri, ran 2,' 0' • postof ricr box 51$'9. Arbarra. nc 27717-1579 TELEPHONE 9194900500 FAX 91949008-3 re+rurri.kerarroracrrtzer.cnru DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED LAWYLR 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: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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 (O8/oji2o15) 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 END #: 012 (O8/oji2o15) AttyListPALE DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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 (o8/oi/2m5) SpaExclusion DocuSign Envelope ID: 6DDB8514- 1639- 46E0- A361- 91A3E7EC35ED 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)