HomeMy WebLinkAbout2022-218-E-DEAPR-Kennon Craver Attorney at Law-Legal services for Orange County purchase of a conversation easement on Moorefields property 74 acres DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
[Departmental Use Only]
TITLE MoorefieldsCEClosing
FY 21-22
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter "Agreement"), made and entered into this 8 day of
June, 2022, ("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 purchase
of a conservation easement on the Moorefields property (74 acres) owned by the
Draper Savage Memorial Foundation 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
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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 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 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.
vii) Should this Agreement involve project designs, the construction or creation of
which is to be bid out or fulfilled by other contractors, and bidding or negotiation
with contractors produce prices which, when added to the other elements of the
approved total project cost, produce a cost that is in excess of the approved total
project cost, the Provider shall participate with the County in negotiation and
design adjustments to the extent such are necessary to obtain prices within the
approved total project cost. All activity of the Provider with respect to these
matters shall constitute Basic Services and shall be performed by the Provider
without additional compensation. If negotiation and design adjustments fail to
bring costs within the total project cost the County may reject all bids and
Provider will redesign or reduce portions of the project in an effort to reduce the
bid prices to within the total project cost and rebid the project. One such redesign
is included within Basic Services. If this second letting for bids does not produce
bids that are within the approved total project cost initially or after negotiations
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with the contractor the cost is not reduced to an amount within the total project
cost, the Provider is not obligated to engage in further redesign.
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 purchase of a conservation easement on the
Moorefields property (74 acres) owned by the Draper Savage Memorial Foudation
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 June 8, 2022 to October 31, 2022.
b. Scheduliniz of Services.
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 June 8, 2022.
5. Compensation
a. Compensation for Basic Services. Compensation for Basic Services shall include all
compensation due the Provider from the County for all services satisfactorily (as
determined by the County) performed pursuant to this Agreement. The maximum
amount payable for Basic Services shall not exceed Twelve Thousand Five Hundred
Dollars ($12,500). Payment for satisfactorily performed 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.
c. 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
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a. Cooperation and Coordination. The County has designated (Christian Himi) to act as
the County's representative with respect to the Project who shall have the authority to
render decisions within guidelines established by the County Manager or the County
Board of Commissioners and who 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
additional insurance shall consist of N/A (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. To the extent authorized by North Carolina law 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
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written notice of its intent to terminate this Agreement for cause. Either party may
terminate this Agreement upon notice to the other party that obligations pursuant to this
Agreement are made impractical due to declarations of emergency by Orange County or
by North Carolina due to events directly impacting Orange County. Both parties shall
remain responsible for all payment and performance due up to the receipt of such notice,
but shall have no further obligation or responsibility beyond that date provided the
terminating party has taken all reasonable steps to complete the performance of its
obligations.
c. 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. Upon request of the County, the Provider shall submit to County all
relevant documentation, including but not limited to, job cost records, to support
its claims for final compensation.
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
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,
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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 eg countync. o�partments/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
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 or 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 or 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.
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In the event of a change in the County's statutory authority, mandate or mandated
functions, by state 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. Signatures. 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.
j. 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 Provider's Name
Attention:Christian Hirni Kennon Craver, Atty. at Law
P.O. Box 8181 4011University Dr, Suite 300
Hillsborough,NC 27278 Durham,NC 27707
[SIGNATURE PAGE TO FOLLOW]
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DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
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: PROVIDER:
DocuSigned by: DocuSigned by:
By: oUgo8t�n8V6u� �aw�u,s 6/12/2022 By. � 6/10/2022
1LL Y'Mffnager BD328765E05245A...
Brian Ferrell
Kennon Craver, Attorneys at Law
Printed Name and Title
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DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
ORANGE COUNTY-DEPARTMENT USE ONLY
Party/Vendor Name: Kennon Craver, Attorneys at Law Party/Vendor Contact Person: Brian Ferrell Contact
Phone: 919-490-0500 Party/Vendor Address: 4011 University Drive, Suite 300 City Durham State: NC Zip:
27707 Department: DEAPR Amount: 12,500 Purpose: Legal services for Orange CoLm 's purchase of a
conservation easement on Moorefields property (74 acres) Budget Code(s): 61370035 899950 20006 Vendor #
51112 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one)New
Renewal ❑ Amendment ❑ Effective Date June 8,2022 Approved by Board Yes®No❑ Agenda Date: 02-01-
2022---For Section XIV. c. contracts only,Approved by Board in Current FY Budget Yes®No[—]
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 prior to execution of the agreement:
DocuSigned by:
Department Director's SignatureC_ fdPt61PW64ffot
� Sfayait Date:6/10/2022
Agreements for emergency services 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 sufficiency of insurance standards,specifications,and requirements:
DocuSigned by:
Office of the Risk Management Office
l(Us& C,bV1n & Date:6/10/2022
7FDCF9176800498...
Financial Services
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control
Act:
DocuSigned by:
Office of the Chief Financial Office1—f7NE5181ACC1409
+�- -� Date:6/10/2022
.
Legal Services
This agreement is approved as to legal form and sufficiency:
DocuSigned by: 6/10/2022
Office of the County AttorneyJa*t,S f�V An, Date:
328DC480549A4F5...
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:
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K E N N 0 N
pllc
bferrell@kennoncraver.com
ENGAGEMENT MEMORANDUM& CONFLICT WAIVER
To: Orange County,North Carolina
Attn: Christian Hirni,Land Conservation Manager
Via Email: chirni@orangecountync.gov
From: Brian M.Ferrell,Attorney,Kennon Craver,PLLC
Date: June 6,2022
Thank you for considering engaging Kennon Craver, PLLC to assist with the purchase of
conservation easement interests in certain real property located in Orange County, North Carolina
commonly referred to as Moorefields(the"Property").
This letter summarizes the basis on which our firm will provide legal services and how we will be
paid for our services. I will be primarily responsible for the matter. I may use other attorneys and/or
paralegals in the best exercise of my professional judgment. If,at any time,you have questions or concerns,
please contact me at once.
1. Title Search/Due Diligence
One of the key components in an easement purchase is the title examination or title search. The
nature of that search may take on one of two forms, depending upon whether the title to the Property 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 buyer 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 buyer 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 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 buyer's costs to a minimum while, at the same time,
providing full title insurance coverage. You should be 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
4011 university drive,suite 300,durhani,nc 27707 -post office box 51579,durhani,tic 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0873 •rvivw.kennortcraver.coni
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
obtain a title insurance policy in favor of the buyer in the amount of the purchase price. Buyer will be
responsible for the payment of the title insurance premium at closing.
Please be aware that due diligence matters of property condition,zoning,and environmental matters
are not included in a standard title search or our legal services for this engagement. We do not provide any
opinion as to the environmental condition of the Property or permitted uses under current zoning
regulations. Please notify me immediately if you require additional information or assistance concerning
these 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 assist in ordering a zoning compliance letter/report and introduce you to a property
inspection and environmental engineer upon request.
We recommend you commission a new ALTA survey during the inspection period to inform your
ultimate purchase decision. An ALTA survey will generate a new legal description and may show title
encumbrances and defects such as setback violations, 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. Your title insurance policy will include an
exception to matters that would be shown on a survey if buyer does not obtain a new survey and there is no
existing survey that satisfied the insurer's requirements. Please let us know if you would like us to request
quotes for survey work related to this transaction.
II. WIRE INSTRUCTIONS& FRAUD NOTICE
WIRE FRAUD IS PREVALENT IN REAL ESTATE TRANSACTIONS.
SOPHISTICATED SCAMS INVOLVING FAKE EMAILS, PHONE CALLS, AND OTHER
FRAUDULENT CONTACTS PUT YOUR MONEY AT RISK. OUR TRUST ACCOUNT WIRE
INSTRUCTIONS TO BE USED FOR CLOSING ARE ATTACHED TO THIS MEMO. 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 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.
IIl. Billing&File Retention
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 attaimnent. My hourly
rate for 2022 is$350. However,I will perform work on this matter at a discounted hourly rate of$275 per
hour. We will manage your matter as cost efficiently as possible. To the extent that other paralegals and
attorneys are involved,their rates vary from $150 to $400 an hour. However, no attorney rates exceeding
$275 will apply We reserve the right to adjust our rates for subsequent years. In addition,we will bill and
4011 university drive,suite 300,durham,tic 27707 •post office box 51579,durham,tic 2 7 71 7-15 79
TELEPHONE 919 490 0500 FAX 919 490 0873 •iviviv.kennoncraver.com
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
require payment for out-of-pocket expenses such as photocopies, courier expenses, travel, filing fees, and
the like. Any expenses,such as third-party printing costs,recording fees,etc.,will be billed directly to you.
Our fees for this engagement will not exceed$12,500.00.
Our billing statements are prepared and emailed to the address written above during the month
following the month in which services are rendered and costs advanced. Payment is due upon receipt of
invoice. 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. f
Your obligation to pay our fees and costs incurred on your 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 closing occurs or falls through.
We have the right to destroy client files six years after the conclusion of representation, and we
may destroy them earlier with client consent. We will use the email address set forth above for our bills
and other communication with you until you provide us with alternate information in writing. Either of us
may terminate our attorney-client relationship at any time.
IV. Client Identification
Our client in this matter is Orange County (the "County"). Use of the terms "you" and "yours"
herein refer to the County as an entity. As discussed below,we may also represent the Association For the
Preservation of the Eno River Valley, Inc. (the"Association"), which is also a party to one or more of the
easements.
V. Conflict Waiver
THIS FIRM HAS REPRESENTED THE ASSOCIATION IN THE PAST ON MATTERS
UNRELATED TO THE PROPERTY. IN ADDITION, WE EXPECT TO CONCURRENTLY
REPRESENT THE ASSOCIATION IN THIS MATTER AS WELL. HAVING REVIEWED THE
POTENTIAL CONFLICTS OF INTEREST AND RECOGNIZING THAT THE INTERESTS OF THE
COUNTY AND THE ASSOCIATION ARE GENERALLY ALIGNED WITH REGARD TO THE
PURCHASE OF THE EASEMENTS, I BELIEVE THAT WE CAN REPRESENT THE COUNTY AND
THE ASSOCIATION FOR THE PURPOSES DESCRIBED ABOVE IN A MANNER CONSISTENT
WITH APPLICABLE LAW AND ETHICAL RULES. IT IS OUR OPINION THAT OUR
RESPONSIBILITIES TO THE PARTIES WILL NOT MATERIALLY INTERFERE WITH OUR
INDEPENDENT PROFESSIONAL JUDGMENT IN CONSIDERING ALTERNATIVES OR COURSES
OF ACTION THAT THE COUNTY SHOULD PURSUE WITH RESPECT TO THIS MATTER. IF
THERE IS A DISPUTE AMONG THE COUNTY AND THE ASSOCIATION WE WILL SEEK TO
WITHDRAW, AND ALL PARTIES WILL NEED TO HIRE SEPARATE COUNSEL. THE COUNTY,
OF COURSE, IS FREE TO TERMINATE ITS RELATIONSHIP WITH US AND SEEK OTHER
COUNSEL AT ANY TIME. THE POTENTIAL DISADVANTAGE TO THE COUNTY OF THE
LIMITS ON OUR REPRESENTATION IS THAT IT WILL NEED TO SEEK ADVICE FROM A
SEPARATE FIRM RATHER THAN LOOKING TO US FOR ASSISTANCE IF A DISPUTE ARISES
WITH THE ASSOCIATION. BY ENTERING INTO THIS ENGAGEMENT, THE COUNTY
ACKNOWLEDGES AND CONSENTS TO THE LIMITATION ON OUR REPRESENTATION DUE TO
OUR REPRESENTATION OF THE ASSOCIATION AND THEREBY CONSENTS TO OUR
4011 university drive,suite 300,durbam,tic 27707 •post office box 51579,durharn,nc 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0873 •www.kennoncraver.coin
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
CONCURRENT REPRESENTATION OF THE COUNTY AND THE ASSOCIATION AS PROVIDED
HEREIN.
Please review the foregoing and, if it meets with your approval, attach it to the County's Services
Agreement to form the basis of our engagement. We will not undertake any work on your behalf and no
attorney-client relationship will be formed unless we receive a copy of this memo executed by all relevant
parties. I look forward to working with you.
4011 university drive,suite 300,durham,tic 27707 •post office box 51579,durham,tic 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0873 •www.kennoncrarer.com
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
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-19
Policy Period: 05-01-2022 to 05-01-2023
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: $36,053.00
Endorsement Attachments:
012 052 069
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
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
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, 2022 forms a part of Policy No. 0022032-LPL-19 (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
12 JULIA G HENRY NC 45427 07-15-2020
13 KEITH E HARTLEY NC 53489 01-07-2022
Autharued Agait
END #: 012 (08/01/2015) AttyListPALE
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
LAWYERSLIABILITY INSURANCE 1001 Winsteac! Drive,Suite 285 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 1800.662.9843 1 www.lawyersmut"aine.com
Endorsement Excluding Legal Services Not Provided for the
Named Insured Law Firm
This Endorsement, effective 12:01 A.M. on May 1, 2022 forms a part of Policy No. 0022032-LPL-19
(the "Policy") issued by LAWYERS MUTUAL LIABILITY INSURANCE COMPANY OF NORTH CAROLINA
and applies only to KENNON CRAVER, PLLC (the "Named Insured") and amends the Policy as
follows:
This Policy shall not apply to the rendering of or failure to render legal services by an Insured
unless the act(s) or omission(s) in the rendering of or failure to render legal services were within
the scope of and in furtherance of duties for the Named Insured. This Endorsement shall not apply
to any lawyer named in Endorsement#012 for act(s) or omission(s) on and after the prior acts date
and before the date of employment by the Named Insured.
For purposes of this Endorsement, act(s) or omission(s) in the rendering of or failure to render
gratuitous legal services for those who are referred by a legal services office qualified for funding
by the Federal Legal Services Corporation or sponsored by the North Carolina Bar Association shall
be deemed to be within the scope of and in furtherance of duties for the Named Insured.
All Policy provisions, terms, exclusions, and conditions, except as provided otherwise in this
Endorsement remain in full force and effect.
1ut11{rrLzA.,d Agalf
END #: 052 (08/01/2015) LegalSvcs
DocuSign Envelope ID:CD169865-6COD-4DOE-83C1-88ACC925BFB8
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
Financial Fraud Exclusionary Endorsement
(Real Estate with Safe Harbor)
This Endorsement, effective 12:01 A.M. on May 1, 2022 forms a part of Policy No. 0022032-LPL-19
(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 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 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.
A uthuriwd Agait
END #: 069 (06/20/2017) FFEE(REwSH)