HomeMy WebLinkAbout2013-159 AMS - Ferrell Firm PC for Engagement for Legal Services $3,500 v
[Departmental Use Only]
TITLE Title: McCauUey,Wom»da
FY FY2013
ORANGE COUNTY
CONTRACT UNDER $10,000.00
NORTH CAROLINA
THIS AGREEMENT, made and entered into this 17tb day wfMay, 2013, (^^E{fecdveDuke") 6v
and between Orange County" North Carolina, o body politic and corporate organized under the |un'm of the
State of North Carolina, (the "County"), party of the first part; and Ferrel Firm, P.C,(the "Provider"),party of
the second part;
W0TNESS0][H:
For the purpose and subject to the terms and conditions benmiouftec omL forth, the County bora6v
contracts for the services of the Provider, and the Provider agrees 0m provide the following services to the
County iu accordance with the terms of this Agreement,time being of the essence:
The services and/or materials (berciouftcr referred to collectively as "Services") to be furnished
under this Agreement are as to||opvm: Tide opinion for parcels owned by Mr. & Mrs. Woods and by Gene
McCauley per attached proposal dated April 24, 20l3.
The term of this agreement rendered shall he from May 17,2013 to June 30, 2013.
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 u fully competent, nrnteaminoul and
timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in
the performance of the &goennmeuL Provider shall correct any and all eoncu, mruieoioum, discrepancies,
ambiguities,mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not
sub-contract any of the xmrvioo* 10 be provided in this Agreement, nor uhoU Provider mymiQo any dobt or
responsibility granted or required by this Agreement,without the prior written approval of the County.
SPECIFIC TERMS
I Pqymen : 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 ubu|| not osocod Three
Thousand Five Hundred Z)oi|aca, ($3,500). Payment-shall he made within thirty (30) days ofao invoice
properly uohrnhted to County. Should Provider fail to perform its duties under the terms of this /\grccnncn�
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: Fuiimc 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 mhuU operate as an independent Provider, and the
County mbaU not be responsible for any ufthe Provider's acts or omissions. The Provider shall not bctreated
as an employee with respect tothe Services performed hereunder for federal or state tax, unemployment or
workers' compensation purposes. The Provider understands that neither federal, n6r 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 toadequately
insure itself during the performance ofthese services uu required by the County's Risk Management Policy.
Revised July zO|O �
t
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:aw: 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.
ORANGE COUN Y PROV11
By: By:
Cou ty Man ter Title:
200 S. Cameron t. Ferr 1 Firm, P.C.
P.O. Box 8181 P.O. Box 16564
Hillsborough,NC 27278 Chapel Hill,NC 27516
This instrument has been approved as to technical content.
(TL— —
Jef rey h mpson, Department 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 instrum s been approved as to form and legal sufficiency.
Office of the County 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@ferrellflrm.com
April 29,2013
Mr. John Roberts
Orange County Attorney
P.O.Box 8181
Hillsborough,North Carolina 27278
RE: Engagement for Legal Services:
Title Opinion For Parcel owned by Mr. &Mrs. Woods
Title Opinions for Two Parcels Owned by Gene McCauley(the"Project")
Dear John:
As you have requested, I am pleased to assist the County with the preparation and
delivery of title opinions 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 begin by conducting a title search on a parcel of land currently owned by Wesley
D. & Alice R. Woods having Orange County PIN 9874-71-7383 ("Tract V). Following my
receipt of written notice to proceed from the County, I will also conduct title searches on two ,
additional parcels of land currently owned by Gene McCauley having Orange County PIN 9134';`A 7
71-5479 ("Tract 2"); and 9874-71-6466 ("Tract 3"). I will conduct a "full search" comprised of
an examination of the public records for no less than 30 years and prepare a title opinion for each
parcel. I will employ a title abstractor to obtain relevant title documents from the Orange County
Registry. I will prepare the opinions such that if the County chooses to purchase the properties,I
can procure a title insurance commitment from Investors Title Insurance Company based on the
agreed upon purchase price assuming title insurance is available for each parcel.
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 land uses such as setback and
use requirements. Environmental hazards include, but are not limited to, the existence of radon
gas, lead-based paint, underground storage tanks and asbestos. I am informed by Jeff Thompson
that the County will conduct an internal review of any and all applicable zoning regulations and
the County does not require my assistance with the zoning review for any of the 3 tracts listed
above.
My typical recommendation is that prospective purchasers gf;propertY commissignanew
survey. A new survey will reveal driveway or other encroachments that;may daecf-1116 and will
allow the survey coverage exception to be removed from the title insurance policy if a purchase
is made. 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. Please advise if
you would like me to assist the County in obtaining a survey for the Properties.
Scope of the Engagement
This engagement is specifically limited to. (1) performing the title searches described
above and (2) preparing the title opinions discussed above. At the request of the County, I will
prepare a title insurance application as described above without further amendment to this letter.
If the County requests any other assistance related to the properties, such as clearing title
objections and defects or preparing deeds, leases, closing statements, etc., such request will be
documented with an amendment to this letter of agreement and will be performed at our normal
hourly rates.
Fees and Billing for Services Performed
Ferrell Firm, P.C. will charge for work performed on this matter at our normal hourly
rates. The hourly rate for the title abstractor is $75.00 per hour, The rate for work performed by
Brian Ferrell is$225.00 per hour and the rate for work performed by my associate Claire Sauls is
$165.00 per hour. Please note that costs of the survey (if any), environmental reports, insurance
premiums,etc., are NOT included in our hourly rates. Our fees for the work outlined herein will
not exceed$3,500.00. Invoices shall be due and payable upon receipt by the County.
Please understand that I must charge for all work performed even if this transaction fails
for any reason. However, as noted above, I will not perform title searches on Tracts 2&3 until I
have written notice to proceed from the County for that work. Do not hesitate to contact me with
any questions or concerns regarding this letter. I look fo and to working with you on this
transaction,on behalf of the County.
ncerel
n . errell
E FIRM
The legal services engagement described 11 ein is understood and agreed to:
Orange County,North Carolina
By: lovzlb
Frank rlifton, C Manager
Date:
This instrument has been pre-audited in the manner required by the Local Government Budget
and Fiscal Control Act.
Orange County Finance Director
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