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HomeMy WebLinkAbout2024-238-E-AMS-Kennon Craver -Property Rezoning for Crisis Diversion CenterRevised 01/24 1 [Departmental Use Only] TITLE Rezone Crisis Diver. FY 2023/2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of April, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Kennon Craver, PLLC, (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): Prepare necessary applciations to the Town of Hillsborough to rezone PIN 9873057860 & 9873057534 for a Crisis Diversion Center. 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 with applicable federal, state and local laws and regulations applicable to the DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 2 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)Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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 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. DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Prepare necessary applciations to the Town of Hillsborough to rezone PIN 9873057860 & 9873057534 for a Crisis Diversion Center. 4. Duration of Services a. Term. The term of this Agreement shall be from 04/19/2024 to 06/30/2024. b. Scheduling 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 04/19/2024. 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 Twenty Five Thousand Dollars ($25,000.00). 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 a. Cooperation and Coordination. The County has designated (Alan Dorman) 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. DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 4 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 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 DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 5 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, 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 DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 6 Orange County policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/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 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. 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. DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 7 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 11A 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: Bonnie Hammersley Kennon Craver PLLC P.O. Box 8181 4011 University Dr Suite 300 Hillsborough, NC 27278 Durham, NC 27707 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 Revised 01/24 8 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: By: _________________________________ Bonnie Hammersley By: __________________________________ Brian Ferrell DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 4/19/20245/2/2024 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Kennon Craver PLLC Vendor Contact Person: Brian Ferrell Phone: 919-490-0500 Address: 4011 University Dr. Suite 300 City Durham State: NC Zip: 27707 Department: AMS Amount: $25,000.00 Purpose: Property Rezoning for Crisis Diversion Center Budget Code(s): 61370035-870000-10080 Vendor # 62291 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 4/19/2024 End Date 6/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Alan Dorman Signature Authority - BOCC Express Delegation (Agenda Date: ) -Policy 9.4:Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation 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. This agreement is approved as to technical form and content . Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:________ DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 4/19/2024 4/29/2024 4/29/2024 5/2/2024 4011 university drive, suite 300, durham, nc 27707  post office box 51579, durham, nc 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873  www.kennoncraver.com bferrell@kennoncraver.com ENGAGEMENT MEMORANDUM To: Orange County, North Carolina Attn: Alan Dorman, Asset Management Services Assistant Director Via Email: adorman@orangecountync.gov From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Date: March 15, 2024 ___________________________________________________________________________________ Thank you for considering engaging Kennon Craver, PLLC to assist with a rezoning application to the Town of Hillsborough for those properties located in Orange County, North Carolina having PIN 9873057860 and PIN 9873057534 (collectively 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. I. Description of Legal Services We will work with County Staff and its development team to prepare the necessary applications to the Town of Hillsborough to rezone the Property for a crisis diversion center. We will represent the County at meetings with Town Staff and hearings before Town Boards related to the rezoning application as needed. Our engagement specifically excludes any appeal of a Town decision related to the rezoning of the Property. Surveys and site plans are important components of most rezoning applications. The County will be responsible for independently engaging civil engineers and/or surveyors to develop maps, drawings, and site plans for the rezoning application. Please note that rezoning decisions are legislative decisions of the governing board. The Town has wide discretion when considering a rezoning application. There is no guarantee the Town will approve the County’s rezoning application for the Property. In addition, there are other development approvals that are required before the County can proceed with the project even if the rezoning is successful. Those approvals include, but are not limited to, building permits, storm water approvals, utility approvals, and DOT driveway permits. This engagement does not include assisting the County with development approvals that may be required for the crisis diversion center other than the rezoning. 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, IF WE ASSIST WITH A CLOSING, HAVE BEEN PREVIOUSLY PROVIDED. BEFORE SENDING ANY WIRE, CALL OUR OFFICE AT DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 4011 university drive, suite 300, durham, nc 27707  post office box 51579, durham, nc 27717-1579 TELEPHONE 919 490 0500 FAX 919 490 0873  www.kennoncraver.com (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. III. 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 attainment. My hourly rate for 2023 is $365. However, I will perform work on this matter at a discounted hourly rate of $300 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 $300 will apply 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, application fees, filing fees, and the like. Any expenses, such as third-party printing costs, recording fees, etc., will be billed directly to you. It is difficult to estimate the total fees for the services outlined herein due to the nature of the work. I estimate legal fees for the rezoning to be between $7,500-$25,000. 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. The County’s 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 the acquisition are payable whether or not the transaction is completed. 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. 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. DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687 (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: 94BFA187-F9CF-4A5D-923C-E867753E9687 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: 94BFA187-F9CF-4A5D-923C-E867753E9687 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: 94BFA187-F9CF-4A5D-923C-E867753E9687 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: 94BFA187-F9CF-4A5D-923C-E867753E9687 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 919-282-1667 Nicole Baker 04/25/2024 First Insurance Services, Inc. 5007 Southpark Dr, Ste 230 Durham, NC 27713 Kennon, Craver, PLLC P O Box 51579 Durham, NC 27717 nicoleb@firstins.net Hartford Fire Insurance Co.19682 Prop & Cas Ins Co of Hartford 34690 4 A 4 4 4 Y 05/05/2024 05/05/202522SBABD1767 05/05/2025A 4 4 10,000 22SBABD1767 05/05/2024 A 4 22SBABD1767 05/05/2024 05/05/2025 05/05/2025 4B05/05/2024 A BPP 22SBABD1767 05/05/2024 05/05/2025 Property Special Form 4011 University Dr, Durham Deductible 22WBCKK9485 Orange County 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 Orange County, its officers, agents and employees are to be designated as "additional insured" as listed above. 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 1,000,000 1,000,000 1,000,000 500,000 500,000 500,000 993,800 500 N DocuSign Envelope ID: 94BFA187-F9CF-4A5D-923C-E867753E9687