The URL can be used to link to this page

Home My WebLink About2023-218-E-DEAPR-State of North Carolina Department of Natural and cultural resources North Carolina land and water fund-Moorefield conservation easement closingNORTH CAROLINA JOINT REPRESENTATION AND ORANGE COUNTY CONFLICT WAIVER AGREEMENT (NCLWF #2020-048) We, the undersigned, acknowledge that Brian Ferrell (“Attorney”) and the law firm of Kennon Craver (“Firm”) have been asked to represent Orange County, North Carolina (“Conservation Organization”) and the State of North Carolina (“State”), acting by and through the North Carolina Land and Water Fund (“NCLWF”), in the transaction involving the conveyance to Conservation Organization of certain real property located in Cheeks Township, Orange County, North Carolina consisting of 76.84 acres in total and the conveyance of a conservation easement by Conservation Organization to the State over the property or a portion thereof. The signatories hereto acknowledge that the joint representation includes, and is limited to, title search, certification of title, obtaining of title insurance for both Conservation Organization and the State, as well as taking the customary steps to close, record, and complete the transaction. Conservation Organization and State agree that Attorney and Firm may represent the Conservation Organization related to the drafting and reviewing of the conservation agreement and other documents related to this transaction and that Attorney and Firm do not represent the State regarding the same. (Whether Attorney and Firm represent Conservation Organization regarding these non-joint matters, and the extent thereof, is determined by a separate understanding or agreement between them.) Conservation Organization and the State acknowledge that the State, through the NCLWF, will either pay or reimburse some or all the attorneys’ fees charged by Firm in connection with this transaction. Conservation Organization, State, and Attorney are not aware of any conflict of interest between Conservation Organization and State, but to the extent any may exist, they waive the same and consent to Attorney’s and Firm’s jointly representing Conservation Organization and State in the above described transaction on the terms stated herein. In reliance on the above and subject to the limitations stated herein, Attorney and the Firm agree to represent jointly the parties as stated herein. State of North Carolina (acting by and through the NCLWF): BY: _______________________________________ DATE: ________________ Zoe Hansen Burnet, Assistant General Counsel, NC Dept. of Natural and Cultural Resources and Attorney for NCLWF Orange County, North Carolina BY: _______________________________________ DATE: _________________ Bonnie Hammersley County Manager Kennon Craver BY: ___________________________________ DATE: ________________ Brian Ferrell DocuSign Envelope ID: 55BCC448-0A2F-4EA8-9EAC-EA721C3CE520 5/10/2023 DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606 5/12/2023 5/15/2023 Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: State of North Carolina,Department of Natural and Cultural Resources, North Carolina Land and Water Fund Party/Vendor Contact Person: Marie Meckman Contact Phone: 917-707-8649 Party/Vendor Address: 1651 Mail Service Center City: Raleigh State: NC Zip: 27699 Department: DEAPR Amount: N/A Purpose: Joint Representation and Conflict Waiver for Joint Representation for the Moorefield Conservation Easement Closing Budget Code(s): N/A Vendor # N/A (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date May 11, 2023 Approved by Board Yes No Agenda Date: February 1, 2022 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: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not 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: N/A 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: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606 5/12/2023 5/15/2023 5/15/2023 (09/01/2018) PolicyForm Declarations KENNON CRAVER, PLLC 4011 University Dr, Suite 300 Durham, NC 27707 Policy Number:0022032-LPL-20 Policy Period: 05-01-2023 to 05-01-2024 12:01A.M. Standard Time at the address of the Named Insured stated herein. Prior Acts Date of Named Insured: May 1, 2003 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: (including claims expenses) C. $50,000 C.See INSURING AGREEMENT VI. Deductible and Limit of Liability. Premium:$39,723.00 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. 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). DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606 END #: 012 (08/01/2015)AttyListPALE Insured Listing / Prior Acts Date Endorsement This Endorsement, effective 12:01 A.M. on May 1, 2023 forms a part of Policy No. 0022032-LPL-20 (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 (or Other) License Number Prior Acts Date 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 JULIA G HENRY NC 45427 07-15-2020 12 KEITH E HARTLEY NC 53489 01-07-2022 13 JASON EDWARD SPAIN NC 46421 02-01-2023 DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606 END #: 052 (08/01/2015)LegalSvcs Endorsement Excluding Legal Services Not Provided for the Named Insured Law Firm This Endorsement, effective 12:01 A.M. on May 1, 2023 forms a part of Policy No. 0022032-LPL-20 (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. DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606 END #: 069 (06/20/2017)FFEE(REwSH) Financial Fraud Exclusionary Endorsement (Real Estate with Safe Harbor) This Endorsement, effective 12:01 A.M. on May 1, 2023 forms a part of Policy No. 0022032-LPL-20 (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. DocuSign Envelope ID: 50217A3D-41A4-496E-8E73-4D3ACA19B606