The URL can be used to link to this page

Home My WebLink About2024-774-E-DEAPR-Kennon Craver, Attorneys at Law-Legal services for Orange County's acceptance of a conservation easement donation oncircular design construction property 31 acresRevised 01/24 1 [Departmental Use Only] TITLE ArrayCEClosing FY 2024-2025 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, is between Orange County, North Carolina, a political subdivision of the State of North Carolina, (the "County"), and Kennon Craver, Attorneys at Law, PLC (the "Provider"). W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the services set out below to the County in accordance with the terms of this Agreement, time being of the essence. The services or materials or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Legal services for completing Orange County's acceptance of a conservation easement donation on the CIRCULAR DESIGN CONSTRUCTION LLC property (31 acres), consistent with an engagement letter provided by Mr. Brian Ferrell, Kennon Craver, Attorneys at Law (attached). The term of this agreement rendered shall be from December 10, 2024 to January 31, 2025. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed Four Thousand Dollars, ($4,000). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD Revised 01/24 2 be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here 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. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement . It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree this Agreement is governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each 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 this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. 9. Third Party Beneficiaries: There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD Revised 01/24 3 10. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. Regardless of the outcome of said litigation each party is responsible for its own costs and fees, including attorneys’ fees. 11. 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 p enalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. IN WITNESS WHEREOF, this Agreement is effective upon its execution by Orange County and the Provider. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. Kennon Craver, Atty. at Law P.O. Box 8181 4011University Dr, Suite 300 Hillsborough, NC 27278 Durham, NC 27707 Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD Member Revised 01/24 4 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Kennon Craver, Attorneys at Law Vendor Contact Person: Brian Ferrell Phone: 919-490-0500 Address: 4011 University Drive, Suite 300 City Durham State: NC Zip: 27707 Department: DEAPR Amount: $4,000 Purpose: Legal services for Orange County's acceptance of a conservation easement donation on CIRCULAR DESIGN CONSTRUCTION LLC property (31 acres Budget Code(s): 61370035 870000 20006 Vendor # 51941 Vendor Status with NCSOS: Current-Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date December 10, 2024 End Date January 31, 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: November 7, 2024 ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: November 7, 2024) - 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: Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD 12/12/2024 12/13/2024 12/13/2024 12/13/2024 Revised 01/24 5 Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD 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: Christian Hirni, Land Conservation Manager Via Email: chirni@orangecountync.gov From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Date: December 10, 2024 ___________________________________________________________________________________ Thank you for considering engaging Kennon Craver, PLLC to assist with donation of a conservation easement from Circular Design Construction, LLC over portions of the Array Subdivision located in Orange County, North Carolina having PIN 9840524927 (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. Title Search We will perform a title search on the Property. You have not requested any services related to document preparation or closing. Any additional legal services beyond the title search will require our mutual agreement. 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 County 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 County 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 County’s costs to a minimum while, at the same time, providing full title insurance coverage, should the County elect to purchase a policy. If we are unable to locate a prior title policy for the Property we will conduct a “full” title search for the period required by the North Carolina Real Property Title Act of not less than thirty (30) years. 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 Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD 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 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 obtain a title insurance policy in the County’s favor in the amount of the purchase price, if any. The County will be responsible for the payment of the title insurance premium at closing if it elects to purchase a policy. 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. Closing We will coordinate the exchange of closing documents with grantor’s counsel and record the conservation easement. The County has prepared a draft of the conservation easement. We will prepare the necessary legal description using the recorded subdivision plat. 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 (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 The flat fee for our services hereunder is $4,000.00. Any expenses, such as title insurance premiums, third-party printing costs, recording fees, etc., will be billed directly to you. 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 Docusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD 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 our fees relating to the acquisition are payable whether or not the transaction is completed. Our fees will be prorated based on work completed at the time the transaction terminates if the transaction terminates prior to closing. 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: EF155D3A-376B-4129-8460-C34ADC70D6BD ! " ### $$ %$$ %$$% &'(' )) *! )) + ) ' ( ' ,%'--./0. ! ' 1' ,%1'222 .! + !- 3 .0. + .. )!2 ) 4 2) !0 + 56 )) 7- 2 5 )! /.! ' /.) 2 ' ,%' !"# ' ,8%8' $ % 8 9 4 4 + 4 (. 0. 9 / !- + " . /) 0 2 ) 0 ) ) / 2 ) 0 ). :) 2 + !- ' % &!$ ' ( # $ $ ) #* $ + !,' -' )+.# Docusign Envelope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ocusign Envelope ID: EF155D3A-376B-4129-8460-C34ADC70D6BD