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Home My WebLink About2014-119 Finance - Kennon Craver PLLC - Letter of Agreement for legal services $5,500 KENN0N William A Anderson,III Gwendolyn C Brooks pllc Joel Mcm% ATTORNEYS AT LAW G Rhodes Carver James R Earthom Brian M Ferrell William T Huurhins,Jr Benjamin B Ingeld Katherine L McKee Henry W Sappenfrrld Leigh P Vaned A William Kennon,Of Counsel November 27, 2013 John Roberts, Esquire Orange County Attorney P.O. Box 8181 Hillsborough,North Carolina 27278 RE: Engagement For Legal Services: Title Opinion&Related Legal Services Pertaining to For Grey,Culbreth Middle School Tract(PIN 977-79-9032) In Furtherance of approximately$10,000,000.00 Financing(the"Project") Dear John: I am pleased to assist the County with the preparation and delivery of the legal services described herein 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 as described more fully in this letter on the Grey Culbreth Middle School tract. I will perform a title search of no less than 30 years on the parcel. Following the title searches described above, I will prepare a title opinion and procure a title insurance commitment from Investors Title Insurance Company in the final amount of the financing which is now estimated to be approximately $10,000,000.00. I will work with lender and lender's counsel to address and resolve any title issues discovered during the title search. The title 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. 1 4011 univrnity drive,suite 300,durham,ne 27707 •port office boy 51579,durham,nc27717-1579 TELEPHONE 9194900500 FAX9194900873 • www.kennoncraver.com I am proceeding under the assumption no new survey will be drawn for this parcel specifically for the Project. The County's owner's policy will make exception to matters of survey unless a new plat is available. I recommend current surveys be prepared. 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 modern 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. Closing The closing on the Project will be conducted by the County's Bond Counsel, Bob Jessup. Following the closing I will obtain the original Deed of Trust from the County to the lender and record the same. Following 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 on behalf of Orange County; (2) preparing the title opinion discussed above on behalf of Orange County; (3) procuring title insurance as described above; (4) disusing any issues lender's counsel may have related to the title opinion; and(5)recording the documents listed above. Fees ' The County agrees to pay my firm a flat fee of$5,500.00 for the legal work described herein payable on or before closing on the Project. Should the Project not close for any reason, then I will bill the County at my normally hourly rate of$225.00 for all work done up and through the r date of the termination of the Project. In such event, the County also agrees to pay$85 per hour € for the services of our firm's real estate paralegal who will collect the necessary documents from the office of the Register of Deeds and otherwise assist me with the Project. The County is responsible for any and all costs associated with the Project for title insurance premiums, survey costs, recording costs, etc. The flat fee quoted above includes all charges for mileage reimbursement, copy charges, and long distance telephone calls. The County will pay all fees due my firm on the day of recording via wire transfer into my trust account. The County will also arrange to deliver the recording fees, title insurance premium, and tax stamps (if any) necessary to record any and all transaction documents in the Orange County Registry and procure title insurance to my trust account via wire transfer on the day of recording. Please understand that I must charge for all work performed even if this transaction fails for any reason. The total amount charged to the County for the work described herein will not exceed Five Thousand and 00/100 Dollars ($5,500,00). Please do not hesitate to contact me with any questions or concerns regarding this letter. I look forward to working with you on this transaction on behalf of the County. kennon craver,pllc 4011 universit y drive,srtire 300,durbam,nc 27,-07 putt office box 515.79 durbant,nr 2"W 15.-9 TELEPHONE 9194900500,FAX 9194900873 www.knrnencraver.com incerel r' errell R T FIRM The legal services engagement described herein is understood and agreed to: Orange Cou ,N a olina C_ By: is ael Talb ty an ger Date: This instrument has been pre-audited in the manner required by the Local Government Budget anVi cal Control ff. Orange County Finance Director } f kennon craver,pllc 4011 univerury drive,Fire 300.durhnni,nr 2"07 pair ofce box$I5.7,9,durhani,nc 2'71,7-15"9 TELEPHONE 919 490 0500,FAX 91949008.°3 wiemkennoncrmvr.cow