The URL can be used to link to this page

Home My WebLink About2012-069 Finance - Ferrell Firm for Legal Services $17,500~ ~ai~z- o~ q .~~ ~.~~ Ferrell Firm, P.C. P. O. Box 16564 Chapel Hill, North Carolina 27516 Telephone (919) 883-4960 Fax(866j941-6233 BR1AN M. FERRELL E-MAIL: brianQa ferrellfirm.com March 7, 20I2 John Roberts, Esquire Orange County Attorney P.O. Box 8181 Hillsborough, North Carolina 27278 RE: Engagement For Legal Services: Title Opinion For Elementary School #11 (PIN 9788-18-1797), Orange County Library (PIN 9874-OS-2954) & Orange County Office Building (PIN 9874-OS-2881) In Furtherance of $75,000,000.00 Financing (the "Project") Dear John: 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 title searches of different types as described more fully in this letter on the pazcels of land currently owned by Orange County listed above and identified again here as having Orange County PIN 9788-18-1797 ("School Pazcel"); 9874-OS-2954 ("Library Parcel"); and 9874-OS-2881 ("Office Pazcel"). I will perform a"full" title search on the School Parcel. The beginning date of the title search for the School Pazcel will be April 6, 1976. The advantage of this full search over the updated search described below is that it provides the County certainty about the status of title rather than relying on the prior opinion of a previous attorney who examined title to the same property. I will perform a limited title update seazch for the Office Pazcel and the Library Parcel. The beginning date of the title search for the Library Parcel and the Offce Parcel will be November 19, 2009. A title update search begins with the date and time of issuance of the County's prior title insurance policy. This means that I will not seazch the public records i pertaining to the subject property prior to the issuance of the exisring title insurance policy. I, `' therefore, do not certify the status of the title prior to this date, so I will not be able to detect any title defects, clouds on title, encumbrances and the like which may later give rise to a claim against title prior to the seazch dates of my opinion. Nonetheless, the County's title insurance company should cover it against all claims that are not excepted from the policy even if such claims arise out of defects or encumbrances, which occurred prior to the search period. Following the title searches described above, I will prepare a title opinion for the three parcels and procure a title insurance commitment from Investors Title Insurance Company in the amount of $75,000,004.00 based on the same. Please he aware that due to the size of this title insurance policy Investors Title will be working with another title insurance company, (which I believe to be Stewart Title), in order to underwrite and issue the policy. Regardless, the tide commitment will secure issuance of both lender's coverage and owner's coverage in the amount stated above. 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 have asked the County's Bond Counsel, Bob Jessup, to let me know if a new survey has been prepared for the School Parcei so I can examine the plat during my tide search I am proceeding as of now under the assumption no new survey will be drawn for the School Parcel prior to closing. Preliminary discussions with Investors Title indicate that the lender's title insurance policy will not make exception to matters of survey as to the School Parcel. The County's owner's policy will make exception to matters of survey unless a new plat is available. I strongly recommend a new survey be created for the School Parcel prior to closing. A new survey will reveal driveways, boundary overlaps, building overlaps, or other encroachments that may affect title. These encumbrances, as well as others that may be identified by a modem and accurate survey which may have a significant impact on title, are generally not discoverable without a survey and will not be located through my title examination or a review of the existing recorded plats. Closin I will not attend the closing on the Project conducted by the County's Bond Counsel, Bob Jessup. However, immediately following the closing I will obtain the Deed of Trust from the County to Orange County Public Facilities Company. Foilowing the closing, I will update title and record the deed of trust and any related documents at the office of the Register of Deeds. Thereafter, I will prepare a final title opinion to Investors Title. 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 2 r • other matters relating to the Praject, including preparing deeds of trust, deeds, leases, closing statements, etc., or groviding any legal advice to the County as to the Project whatsoever. My fee for all work done pursuant to this agreement is a flat fee of $17,500.00. The County understands and specifically agrees that: 1. the flat fee is the entire payment for ~he specifred legat work to be performed by the f~rm regardless of the amount of time that it takes the frm to perform the legal work; 2. the flat fee will be earned by the firm immediately upon payment and will be deposited in the ftrm's business account rather than a irust account; and when our xepresentation ends, you ivill not be entitled to a~•efund of any portion of the flat fee unless: (a) the legal work is not completed, in which event a proportionate refund may be owed, or (b) it can be demonstrated that the flat fee is clearly excessive under the circuinstances. I will engage a title abstractor to collect the necessary documen~s from the office of the Register of Deeds. The ~ee quoted above includes any and all chazges 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. I will let the County know the cost of t11e recording fees and title insurance premium on or before the closing. 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. 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 beh~f the County. ~"rrell FIRM ##**##*##*#**#*##****####**#####*#*##################*#*###*###*##**##*##*##*# ~~ The legal services engagement described herein is understood and agreed to: Orange County, North Carolina By: ~ ~ F Clifton, Co ty Manager Date: ~ " Z 2 ~ / Z/` This instrument has been pre-audited in the manner required by the Local Govemment Budget and Fisc ontrol Act~, J~ ,//~ Orange County Finance Director 4