HomeMy WebLinkAbout2011-125 AMS - Ferrell Firm, PC for SW Library Title Opnion & Closing Services $5,000..~~a~
[Departmental Use Only]
TITLE SW Library Title, Closing
FY
ORANGE COUNTY
NORTH CAROLINA
CONTRACT UNDER $10,000.00
THIS AGREEMENT, made and entered into this 23rd day of May, 2011, ("Effective Date") by
and between Orange County, North Carolina, a body politic and corporate organized under the laws of the
State of North Carolina, (the "County"), party of the first part; and Ferrell Firm, P.C. (the "Provider"), party
of the second part;
WITNESSETH:
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 following services to the
County in accordance with the terms of this Agreement, time being of the essence:
The services and/or materials (hereinafter referred to collectively as "Services") to be furnished
under this Agreement are as follows: Real Property Title research acti•.~}~~es and opinian as well a~ purchase
and sale transaction closing services related to 210 Hillsborough Street, Carrboro NC as outlined by the
attached engagement proposal dated May 18, 2011.
The term of this agreement rendered shall be from 5/23/2011 to 8/31/2011.
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
performed in accord with this Agreement. The amount to be paid by the County shall not exceed Five
Thousand Dollars and Zero Cents, ($5,000.00). 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 Provider, 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: The Provider shall obtain, at its sole expense, all insurance needed to adequately
insure itself during the performance of these services as required by the County's Risk Management Policy.
Revised July 2010
5. Indemnity: The Provider agrees to defend, indemnify, and hold harmless Orange County
ftom 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.
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.
7. Entire Agreement: 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.
8. Governin Law: Both parties agree that this Agreement shall be governed by the laws of the
State of North Carolina. 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.
9. 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 and 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 and non-appropriation of public funds.
IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective
as of the day first written above.
By:
200 S. Cameron St./~
P.O. Box 8181 ~'' `
Hillsborough, NC 27278
PRONTO
By: ~ .c;~~
Title: rte;
Fe Firm, P.C.
209 N. Columbia Street
Chapel Hill, NC 27514
is instrument has been approved as to technical content.
Pam Jone De rtment Director
This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal
Control Act.
Office of the Finance Director
This ins ment has been. approved as to form and legal sufficiency.
Office of the C my Attorney
Revised July 2010 2
Ferrell Firm, P.C.
P. O. Box 16564
Chapel Hilt, North Carolina 27516
Telephone (919) 883-4960
Fax (866) 941-6233
BRIAN M. FERRELL
E-MAIL: Brian@ferrellfirm.com
May 18, 2011
John Roberts, Esquire
Orange County Attorney
P.O. BOX 8181
Hillsborough, North Carolina 27278
VIA ELECTRONIC DELIVERY
Gwendolyn Harvey, ICMA-CM
Assistant Orange County Manager
P.O. Box 8181
Hillsborough, NC 27278
VIA ELECTRONIC DELIVERY
RE: Engagement For Legal Services: SW Library Property Preparation of Title Opinion &
Closing Services For 210 Hillsborough Street, Carrboro, NC, And Being all of Lot 2 as
shown on that certain plat entitled "Minor Subdivision of the Property of NCLA
Properties, LLC, Recorded in Plat Book 102, Page 37 of the Orange County Registry (the
"Property").
Dear John & Gwen:
Thank you for contacting me recently regarding Orange County's need for legal assistance in the
closing of the above referenced purchase transaction. I am pleased to assist the County with matter. If
agreeable to the County, this letter, along with the "Contract Under $10,000" with an effective date of
May 23, 2011, to which this letter is attached, establishes the terms of our engagement (the "Contract"). I
propose to perform the following Legal services on behalf ofthe County.
Title Search & Title Insurance
I will conduct a standard title search on the Property comprising an examination of the public
records for no less than 30 years. I will prepare and deliver a preliminary opinion on title upon the
completion of this work that will outline any and all defects, liens and encumbrances located during the
search period. I will engage a title abstractor/paralegal to assist me in the location and copying of all
relevant title documents. The preliminary title opinion will be prepared on forms required by Investors
Title Insurance Company and I will make an application for title insurance on behalf of the County in the
amount of $610,000.00. The County will be responsible for the payment of the title insurance premium
to Investors Title Insurance Company at closing.
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 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 understand the County has, or is in the process of, obtaining
changes in the permitted uses of the Property from the Town of Carrboro. I have not been involved in
this effort. This engagement specifically excludes any work or advice relating to any rezoning or
permitting of the Property that may be necessary for its intended use as a library facility.
I recommend the County engage a surveyor to conduct a new survey of the Property to be
recorded at closing if it has not already done so. If a new survey has been drawn please forward a copy of
the same to me. A survey will reveal driveways, fences or other encroachments onto property lines that
may impact the County's decision to proceed to closing. These types of encumbrances are generally not
discoverable without a survey and will not be located through my title examination or a review of the
above referenced plat which was drawn in 2007.
Closing
I will review the deed that will be drafted by the Seller pursuant to the "Agreement for Purchase
and Sale of Real Property" by and between Orange County, NC as Buyer and NCLA Properties, LLC, as
Seller (the "Purchase Agreement"). The Purchase Agreement was drafted, negotiated and executed prior
to my involvement in this matter. I note that the Purchase Agreement requires ad valorem taxes for the
current year to be prorated among the parties at closing. Typically, the County would be exempt from the
payment of any such taxes, but it appears to have agreed to pay a prorated portion of the same at closing.
I request the County notify me in advance of closing if it has any objection to the payment of a prorated
portion of the 2011 tax bill for the Property.
I will prepare a closing statement to be executed by the parties. I am willing to conduct the
closing in my office located at 209 N. Columbia Street in Chapel Hill, or at another office in Orange
County at your convenience. The County agrees to wire all closing funds (including outstanding
attorney's fees, if any) into my trust account prior to the closing. I will make every effort to provide the
County with a draft of the settlement statement no less than 24 hours prior to the closing date. Following
the closing, 1 will update title and record the deed in the office of the Register of Deeds and prepare a
final title opinion. The final title opinion will be submitted to Investors Title Insurance Company for the
issuance of an owner's title insurance policy.
Fees
My fee for all work done pursuant to this agreement is as follows: (1) $7~A0 dollars per hour
for the services of the title abstractor/paralegal to collect the necessary title documents from the office of
the Register of Deeds; and (2) $200.00 per hour for the time it takes me to review the title abstract
documents and prepare the preliminary and final title opinion, review the deed and related closing
documents, prepare the closing statement, conduct the closing and record the deed. There will be an
additional flat fee charge of $50.00 that will cover all out of pocket expenses for items such as copy fees,
courier fees, mileage costs and mailing costs. The County will pay all fees due under this Agreement
pursuant to Section 1 of the Contract. The County agrees to pay all fees due on a monthly basis following
its receipt from this Firm of an acceptable invoice for work performed during the preceding month.
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Please note that costs of the survey, environmental reports, title insurance premiums, tax stamps,
recording fees, etc., are NOT included in the legal fee quoted above. In the event the County requires
representation prior to closing or additional legal work not referenced in this letter becomes necessary
(such as work associated with clearing any substantial title defects), then I will perform such additional
work at your request at my normal hourly rate of $200 per hour.
I estimate the preliminary title opinion will be completed within fifteen days following my receipt
of an executed copy of this letter baring the location. of any substantial title defect.
I will begin work on this transaction as soon as I received an executed copy of this letter
agreement from the County. Please understand that I must charge for all. work performed even if this
transaction fails for any reason.
Please do not hesitate to contact me with any questions or concerns regarding this letter. I look
forward to working with you both.
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