HomeMy WebLinkAbout2025-516-E-DEAPR-Kennon Craver, Attorneys at Law-Legal services for completing Orange County's purchase of a conservation easementRevised 01/24
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[Departmental Use Only]
TITLE RambleRill Closing
FY 2025-26
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 12th day of
August, 2025, (“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, PLC, (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 RambleRill Farm Properties, LLC
property (28.337 acres), 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) 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, or addenda.
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.
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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 for completing Orange County's
purchase of a conservation easement on the RambleRill Farm Properties, LLC property
(28.337 acres), 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 August 12, 2025 to November 12,
2025.
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 August 12,
2025.
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 Seven Thousand Dollars ($,7,000).
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 Hirni) 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
written notice of its intent to terminate this Agreement for cause. Either party may
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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. 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.
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
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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
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
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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.
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: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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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: _________________________________
Travis Myren, County Manager
By: __________________________________
Brian Ferrell, Attorney
Printed Name and Title
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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:
$7,000 Purpose: Legal services for completing Orange County's purchase of a conservation easement on the
RambleRill Farm Properties, LLC property (28.337 acres) Budget Code(s): 61370035 899950 20006 Vendor #
51941
Vendor Status with NCSOS: Active Vendor is a BOCC consultant: Yes No
Contract Details
Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment )
Effective Date August 12, 2025 End Date November 12, 2025 Notice Date (Notice Purpose )
Award
Approved by Board (Agenda Date: June 3, 2025); Made or Administered by
Signature Authority
- BOCC Express Delegation (Agenda Date: June 3, 2025)
- 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:
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8/13/2025
8/18/2025
8/19/2025
8/19/2025
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Received for record retention:
Office of the Clerk to the Board __________________________________________Date:________
Docusign Envelope ID: 43880E1A-E019-465B-814A-98B2D6D6936C
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: August 12, 2025
___________________________________________________________________________________
Thank you for considering engaging Kennon Craver, PLLC to assist with the purchase of a
conservation easement from Darin Knapp and Jane Saiers over properties in Orange County, North Carolina
having PIN Numbers 9861-27-9688 and 9861-28-7047 (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. 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
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
Docusign Envelope ID: 43880E1A-E019-465B-814A-98B2D6D6936C
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
4934-6902-0253, v. 2
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.
We will either use the survey commissioned by the County for this transaction, if any, or the
description of the Property included in the current vesting deeds as the legal description for the Property.
We recommend the County obtain a new survey of the Property during its due diligence if it has not already
done so. A survey may show title encumbrances and defects such as 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. The County does not require our
assistance with negotiating or drafting any portion of the purchase agreement or the conservation easement.
Those services are not included in our engagement.
II. Closing
We will coordinate the exchange of closing documents with seller’s counsel, record the easement,
and collect and disburse the closing funds.
III. WIRE INSTRUCTIONS & FRAUD NOTICE
Wire Instructions
Kennon Craver, PLLC Client Trust Account IOLTA
Truist Bank
4011 University Drive
Durham, NC 27707
Partial ABA #
****01121
Partial Account # ********73615
WE WILL PROVIDE OUR FULL TRUST ACCOUNT WIRING INSTRUCTIONS VIA
SEPARATE EMAIL. BEFORE SENDING ANY WIRE, CALL OUR OFFICE AT (919)
490-0500 TO VERIFY THE INSTRUCTIONS AGAINST THE INFORMATION LISTED
ABOVE. WE WILL NOT CHANGE WIRING INSTRUCTIONS. IF YOU RECEIVE
WIRING INSTRUCTIONS FOR A DIFFERENT BANK, BRANCH LOCATION,
Docusign Envelope ID: 43880E1A-E019-465B-814A-98B2D6D6936C
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
4934-6902-0253, v. 2
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.
IV. Billing & File Retention
The flat fee for our services hereunder is $7,000.00. Any expenses, such as title insurance
premiums, third-party printing costs, recording fees, etc., will be billed directly to you. This engagement is
specifically limited to: (1) performing the title search; (2) preparing the title opinion; (3) procuring title
insurance for the County’s easement interest (if available); (4) disusing any title issues discovered during
the title search with the County; (5) recording the documents listed above; and (6) conducting the closing.
Please be aware that additional work necessary to complete the closing, such as attempting to resolve
significant title defects may require work beyond the scope of this letter and cost in excess of the flat fee
listed above. In the event the County requires representation prior to closing or additional legal work not
referenced in this letter becomes necessary, then we may perform such work at the County’s specific request
under an amendment to this memo.
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. 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.
V. 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: 43880E1A-E019-465B-814A-98B2D6D6936C
(09/01/2018) PolicyForm
Declarations
Kennon Craver PLLC
4011 University Dr, Suite 300
Durham, NC 27707
Policy Number:0022032-LPL-22
Policy Period: 05-01-2025 to 05-01-2026
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:$46,374.00
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: 43880E1A-E019-465B-814A-98B2D6D6936C
END #: 012 (08/01/2015)AttyListPALE
Insured Listing / Prior Acts Date Endorsement
This Endorsement, effective 12:01 A.M. on May 1, 2025 forms a part of Policy No. 0022032-LPL-22 (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 James Robert Easthom NC 23489 06-14-1998
4 Brian M Ferrell NC 27819 04-03-2002
5 William T Hutchins Jr.NC 22129 06-01-1995
6 Henry William Sappenfield NC 37419 12-03-2007
7 Leigh Puryear Vancil NC 27342 03-01-2007
8 Candace B Minjares NC 50378 02-01-2016
9 Elaina A Womble NC 527714 09-04-2018
10 Julia G Henry NC 45427 07-15-2020
11 Keith E Hartley NC 53489 01-07-2022
12 Jason Edward Spain NC 46421 02-01-2023
13 Julia S Meister NC 58003 04-10-2023
14 Corinne E OReilly NC 61043 09-18-2023
15 Zena G Maddux NC 60980 01-08-2024
Docusign Envelope ID: 43880E1A-E019-465B-814A-98B2D6D6936C
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, 2025 forms a part of Policy No. 0022032-LPL-22
(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: 43880E1A-E019-465B-814A-98B2D6D6936C
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, 2025 forms a part of Policy No. 0022032-LPL-22
(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: 43880E1A-E019-465B-814A-98B2D6D6936C