HomeMy WebLinkAbout2011-018 Finance - Brian Ferrell for Title Opinion for Stanford Middle School Bond FinancingFerrell Firm, P.C.
P. O. Box 16564
Chapel Hill, North Carolina 27516
Telephone (919) 883-4960
Fax (866) 941-6233
BRIAN M. FERRELL
E-MAIL: brian@ferrellfirm.com
January 19, 2011
John Roberts, Esquire
Orange County Attorney
P.O. Box 8181
Hillsborough, North Carolina 27278
RE: Engagement For Legal Services: Title Opinion For Stanford Middle School Bond
Financing (the "Project")
Dear John:
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As you have requested, I am ,pleased to assist the County with the preparation and
delivery of a title opinion for the Project. upon the following terms and conditions. If agreeable to
the County, please have this letter of agreement countersigned as indicated below and return the
same to my attention.
Title Search & Title Insurance
I will conduct a title search on two parcels of land currently owned by the Orange County
Board of Education having Orange County PIN 9875-11-5526 ("Tract 1") and 9875-21-0552
("Tract 2"). The beginning date of the title search will be July 23, 1960. As we have discussed,
most, if not all, of the Stanford Middle School buildings are located on Tract 2. You have
informed me that the County desires only to pledge Tract 2 as collateral for the financing of the
Project. Therefore, I will prepare a title opinion exclusively regarding Tract 2 and procure a title
insurance commitment from Investors Title Insurance Company in the amount of $9,899,439
based on the same. The title commitment will secure issuance of both lender's coverage and
owner's coverage in the amount stated above. I understand that the Project lender, BB&T, may
require the County to pledge Tract 1 as additional collateral for the Project. If it becomes
necessary to add Tract 1 to the title opinion I will prepare a revised title opinion and commitment
to include Tractl at no additional fee other than as described herein below.
Please be aware that matters of zoning and environmental hazards are not
included in a standard title search; hence, if you require additional information from me
concerning these issues, please so advise immediately. Zoning laws affect setback and use
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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.
I am informed the County does not intend to order a new survey of the relevant property
unless required by BB&T. Preliminary discussions with Investors Title indicate that the lender's
title insurance policy will not make exception to matters of survey. The County's owner's policy
will make exception to matters of survey. My typical recommendation is that purchaser's of
property commission a new survey. I reiterate this recommendation to you. Anew survey will
reveal driveway or other encroachments that'may affect title and will allow the survey coverage
exception to be removed from the title~nsurance policy. Certain encumbrances are generally not
discoverable without a survey and will not be located through my title examination or a review
of the existing recorded plats.
Closing
I will attend the closing on the Project which I understand will be conducted by the
County's Bond Counsel, Bob Jessup. The sole purpose of my attendance will be to obtain the
new deed from the Orange County Board of Education into the County and the Deed of Trust
from the County to BB&T. Following the closing, I will update title and record the deed of
easement at the office of the Register of Deeds and prepare a final title opinion.
This engagement is specifically limited to: (1) performing the title search described
above; (2) preparing the title opinion discussed above; (3) procuring title insurance as described
above; and (4) recording the documents listed above. I have not and will not participate in any
other matters relating to the Project, including preparing deeds, leases, closing statements, etc.,
or providing any legal advice to the County as to the Project whatsoever.
My fee for all work done pu}~suant to this agreement is $5,750. I will engage a title
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abstractor to collect the necessary documents from the office of the Register of Deeds. The fee
quoted above includes any and all charges for the title abstract services, document reproduction,
travel, etc., other than as discussed below. The County will pay all fees due my firm on the day
of closing. The County will also arrange to deliver the recording fees and tax stamps necessary
to record any and all transaction documents in the Orange County Registry to me on the day of
closing.
Please note that costs of the .survey (if any), environmental reports, insurance premiums,
tax stamps, recording fees, etc., are NOT included in the legal fee quoted above. The title
insurance premium is estimated to be $8,105.00.
In the event the County requires additional representation prior to closing or additional
legal work not referenced in this letter becomes necessary, then I will perform such work at your
request at my normal hourly rate of $200 per hour. Any such request will be documented with
an amendment to this letter of agreement.
Please understand that I must charge for all work performed even if this transaction fails
for any reason.
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Please do not hesitate to contact me with any questions or concerns regarding this letter.
I look forward to working with you on this transaction on behalf of the County.
Sincerely,
~~~,,
X , , ~~/~,
1/19/2011
&ian M. Ferrell
FOR THE FIRM
The legal services engagement described herein is understood and agreed to:
Orange Cou , No C rq~li ~..
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By:
Frank Clifton, County Manager.
Date: 1 "Z`'~ - ~ I
This instrument has been pre-audited in the manner required by the Local Government Budget
anc~ Fin scal Con~ol ct.
Orange County Finance Director
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