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Home My WebLink About2021-078-E AMS - Kennon Craver PLLC property sale DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 DS a� [Departmental Use Only] TITLE 401 Valley Forge FY 2020/2021 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a body politic organized under the laws of the State of North Carolina,(the "County"),and Kennon Craver PLLC(the "Provider"). 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 services set out below to the County in accordance with the terms of this Agreement,time being of the essence. The services or materials or construction (hereinafter referred to collectively as "Services") to be furnished under this Agreement are as follows: To assit in with the sale of 401 Valley Forge Road, Hillsborough NC 27278. Services will include contract drafting, corresponding with the broker engaged by the County to assist with the sale regarding legal aspects of the transaction, reviewing title issues and other legal due diligence itens that arise, and preparing the customary seller-side transaction documents for closing. See Attached Engagement Memorandum. The term of this agreement rendered shall be from 02/12/2021 to 02/20/2022. 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 (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Five Thousand Dollars, ($5000.00). 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. Revised 07/20 1 DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 4. Insurance: 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 additional insurance shall be designated here Alan Dorman(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: To the extent authorized by North Carolina law the Provider agrees, without limitation, 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 in carrying out Provider's duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 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 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. Modifications may be evidenced by telefacsimile signature. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. 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.oran eg c�tync. og v/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 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. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the Revised 07/20 2 DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees,including attorneys' fees. 10. 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. IN WITNESS WHEREOF,this Agreement is effective upon its execution by Orange County and the Provider. ORA ,gne ,,9UNTYDocu 7iy �f tj, ayl AY� BVEHfA �birector 200 S. Cameron St. Brian Ferrell P.O. Box 8181 Kennon Craver,PLLC Hillsborough,NC 27278 PO BOX 51579,Durham NC 27717 Revised 07/20 3 DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 ORANGE COUNTY—DEPARTMENT USE ONLY Party/Vendor Name: Kennon Craver PLLC Party/Vendor Contact Person: Brian Ferrell Contact Phone: 919-490- 0500 Party/Vendor Address: PO BOX 51579 City Durham State:NC Zip: 27717-1579 Department: AMS Amount: Not to Exceed$5000.00 (Five Thousand Dollars) Purpose: To assist in the sale of 401 Valley Forge Rd, Hillsborough NC Budget Code(s): 10240320-630000 Vendor#62291 (N/A if new vendor) Vendor is a BOCC consultant? Yes 0 No® Contract Type: (Check one) New ❑ Renewal ❑ Amendment ❑ Effective Date Approved by Board Yes❑No❑ Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated ' ,tgsg"ion of the agreement: Department Director's Signatu eS� AMA Date:2/13/2021 Agreements for emergency services di RfMI'A iiot subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: 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 sufficienC:=76nMU498 §K .standards,specifications,and requirements: pnt,{fb Office of the Risk Management Office Date: 2/16/2021 Ds f F Financial Services This instrument has been pre-audited i VAyrequired by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Office rJ�p Date: 2/16/2021 7D4E5181ACC1409... Legal Services This agreement is approved as to lggal form and sufficiency: uSigne y: Office of the County Attorney ,bShpL A-t VYlln, Date?/17/2021 4C5F3CDDFOB94F6... Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@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 07/20 4 DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 KENNON ' A PlIc Engagement Memorandum To: Orange County Asset Management Services From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Thank you for considering retaining Kennon Craver, PLLC on behalf of Orange County, North Carolina to assist with the sale of 401 Valley Forge Road in Hillsborough(the "Property"). This memorandum summarizes the basis on which our firm will provide legal services to the County and how we will be paid for our services. I will be primarily responsible for the matter, and I may use other attorneys and legal assistants in the best exercise of my professional judgment. If, at any time, you have questions, concerns or criticisms, please contact me at once. We consider many factors in billing for services rendered, and I will review all statements before they are issued to ensure that the amount charged is appropriate. The principal factor is usually our schedule of hourly rates; most statements are simply the product of the hours worked multiplied by the hourly rates for the attorneys and legal assistants who did the work. Our schedule of hourly rates for attorneys and other members of the professional staff are based on years of experience, specialization in training and practice, and level of professional attainment. My hourly rate for 2021 is $315. However, I will perform services for the County at a discounted rate of $250 per hour for this engagement. We will manage this matter as cost efficiently as possible. To the extent that other paralegals and attorneys are involved, their rates vary from $125 to $400 an hour. I will notify you before involving any attorney with a rate hire than$250 per hour. We reserve the right to adjust our rates for subsequent years. In addition,we will bill and require payment for out-of-pocket expenses such as photocopies, courier expenses, travel, filing fees, and the like. Any extraordinary expenses, such as third-party printing costs,will be billed directly to you. Our services for this engagement include contract drafting, corresponding with the broker engaged by the County to assist with the sale regarding legal aspects of the transaction, reviewing title issues and other legal due diligence items that arise, and preparing the customary seller-side transaction documents for closing. Our fees for this engagement will not exceed $5,000.00. This not to exceed fee is based on the assumptions that negotiations will proceed in a commercially reasonable fashion,negotiations will only be required with as single buyer,and the Property is free of title objections and defects. 4011 university drive,suite 300,durham,nc 27707 •post office box 51579,durham,nc 2 7 71 7-15 79 TELEPHONE 919 490 0500 FAX 919 490 0873 •www.kennoneraver.com DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 Our billing statements are prepared and mailed during the month following the month in which services are rendered and costs advanced. Payment within 30 days of invoice is required. If there is a closing, we reserve the right to collect remaining fees and expenses owed at closing. We will both have the right to terminate our representation at any time. The County's obligation to pay our fees and costs incurred on the County's behalf is not contingent and is not based on the consummation of any closing or the occurrence of any specific event or result. This means our fees relating to closings are payable whether or not the transaction is completed. By signing below,you give us the right to destroy client files six years after the conclusion of representation, and we may destroy them earlier with client consent. We reserve the right to store all files in an electronic medium and choose not to retain paper files. We will use the contact information set forth below for our bills and other communication with you until you provide us with alternate information in writing. Please review the foregoing and, if it meets with your approval, sign a copy of this letter, keep a copy for your records, and return a copy to me (email bferrell@kennoncraver.com or fax to my attention at 919.490.0873). If you have any questions,please call me at 919.490.0500. 1 look forward to working with you. AGREED AND ACCEPTED this day of February, 2021. Client name: Orange County,North Carolina Sign name: Print name: Email: Tel: This instrument has been preaudited in the manner required by the Local Government Budget and Fiscal Control Act. Orange County Finance Officer 4011 university drive,suite 300,durham,nc 27707 •post office box 51579,durham,nc 2 7 71 7-15 79 TELEPHONE 919 490 0500 FAX 919 490 0873 •www.kennoncraver.com DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 III LAWYERS LIABILITY INSURANCE 1001 Winstead Drive,Suite 285 1 Cary, North Carolina 27513 COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 751 2-1 929 MUTUALNORTH CAROLINA 919.677.8900 1800.662.8843 1 www.lawyersmutuainc.com Insured Listing / Prior Acts Date Endorsement This Endorsement, effective 12:01 A.M. on May 1, 2020 forms a part of Policy No. 0022032-LPL-17 (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 G RHODES CRAVER NC 10291 02-01-1982 4 JAMES ROBERT EASTHOM NC 23489 06-14-1998 5 BRIAN M FERRELL NC 27819 04-03-2002 6 WILLIAM T HUTCHINS JR NC 22129 06-01-1995 7 HENRY WILLIAM SAPPENFIELD NC 37419 12-03-2007 8 LEIGH PURYEAR VANCIL NC 27342 03-01-2007 9 CANDACE B. MINJARES NC 50378 02-01-2016 10 ELAINA A. WOMBLE NC 527714 09-04-2018 11 MICHELE LEE LIVINGSTONE NC 51131 12-16-2019 Autharued Agait END #: 012 (08/01/2015) AttyListPALE DocuSign Envelope ID:54069D80-59AD-476A-ADF8-03D352860B20 III LAWYERS LIABILITY INSURANCE 1001 Winstead Drive,Suite 285 I Cary, North Carolina 27513 COMPANY OF Post Office Box 1929 I Cary, North Carolina 2 75 1 2-1 929 MUTUALNORTH CAROLINA 919.677.8900 1800.662.8843 1 www.lawyersmut"ainc.com Declarations KENNON CRAVER, PLLC 4011 University Drive Suite 300 Durham, NC 27707 Policy Number: 0022032-LPL-17 Policy Period: 05-01-2020 to 05-01-2021 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 regardto 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: $28,927.00 Endorsement Attachments: 012 041 052 069 In witness whereof, Lawyers Mutual Liability Insurance Company of North Carolina has caused this Policy to be signed by its President and countersigned by a duly authorized agent of the Company. e ` AuLlt{Fririvl A� Pre ident 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). (09/01/2018) PolicyForm