Loading...
HomeMy WebLinkAbout2011-143 AMS - Ferrell Firm, P.C. for Forrest Title Opinion and Closing Services not to exceed $3,000~ ~y3 ~jms [Departmental Use Only] TITLE Pump Station Parcel FY ORANGE COUNTY NORTH CAROLINA CONTRACT UNDER $10,000.00 THIS AGREEMENT, made and entered into this 7th day of June, 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 he furnished under this Agreement are as follows: Real Property Title research activities and opinion as well as purchase and sale transaction closing services related to a 1.369 Acre (more or less) from Seller Joseph T. Forrest as outlined by the attached engagement proposal dated June 3, 20l 1. The term of this agreement rendered shall be from 6/07/2011 to 7/].5/2011. 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 Three Thousand Dollars and Zero Cents, ($3,000.00). 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 cor:~fleted. 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 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. 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. Governing 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 S~. P.O. Box 8181 / Hillsborough, NC 27278 By: l/7 Title: Ferrell ' m, .C. 209 .Columbia reet Chapel Hill, N 27514 is instrument has been approved as to technical content. Pam Jones, ep ment Director This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act. ~C~- .~..~'~ Office of the Finance Director This in rument has been approved as to form and legal sufficiency. Office of the unty Attorney Revised July 2010 2 Ferrell 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 June 3, 201 I Sahana M. Ayer, Esquire Orange County Attorney's Office P.O. Box 8181 Hillsborough, North Carolina 27278 RE: Engagement For Legal Services: Preparation of Title Opinion & Closing Services For Purchase of an 1.369 Acre (more or less) Parcel of Land to be Subdivided from the Parent Parcel Having Current Orange County PIN 9855-00-3159 from Seller Joseph T. Forrest (the "Property"). Dear Sahana: 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 June 7, 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 of the 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 anal I will make an application for title ins~~ran~e on behalf of the County in the amount of $25,000.00. 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, subdivision 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 can impact setback requirements and land use requirements. 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 subdivisions approval to subdivide the Property from the parent tract. The County will also obtain any and all permits necessary to use the Property to support a sewer pump station. I have not been involved in any subdivision process or other permitting processes for the Property. This 1 engagement specifically excludes any work or advice relating to subdivision, rezoning or permitting of the Property that may be necessary for its intended use. I am also aware the County will obtain easements over the remainder of the seller's property .(and other properties) to support the sewer system. This engagement specifically excludes work regarding related to any such easements the County may acquire. I am aware the County has commissioned a new survey for the subdivision which will be recorded at closing. The 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. ClosinE I will review the deed that will be drafted by the Seller pursuant to the applicable purchase agreement which I understand you have drafted and will be finalized this week (the "Purchase Agreement"). The Purchase Agreement was drafted, negotiated and executed by County Staff without my participation or review. I have the closing scheduled for Monday, June 27, 2011 at 10:30 A.M. I will prepare a closing statement to be executed by ±he 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 but I anticipate having a settlement statement ready for review five days prior to closing. Following the closing, I 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) $75.00 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 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. 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 the agreement referenced in the first paragraph of this letter baring the location of any substantial title defect. 2 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. //% errel l FIRM 3 Ferrell Firm, P.C. P. O. Box 16564 Chapel Hill, North Carolina 27516 Telephone (919) 883-4960 '~C'D J U N 0 7 2 Q ~~ Fax (866) 941-6233 BRIAN M. FERRELL E-MAIL: brian@ferrellfirm.com June 3, 2011 Orange County At~i~: Tamm.y~ Con~ar P.O. Box 8181 Hillsborough, NC 27278 Re: Engagement Letter and Contract for Services Dear Ms. Comar, Please see the attached Engagement Letter for Ferrell Firm's Legal Services for the preparation of Title Opinion & Closing Services for the "Pump Station Parcel" being subdivided and purchased by Orange County from Seller Joseph T. Forrest. Also, per your request, please see the enclosed Contract prepared by Orange County with three signature pages. Please feel free to contact Brian or myself if you have any questions or concerns about this matter. We look forward to doing business with you. Sincerely ~~ Candice A. Vanore Professional Legal Assistant Ferrell Firm, P.C. Enclosures