HomeMy WebLinkAbout2017-606-E AMS - Kennon Craver, PLLC for legal services for purchase of 1510 Hwy. 86 North DocuSign Envelope ID: 3F2AE651-44BE-4D7D-A875-C24BD1756089
KENNON CRAVER
William A Anderson,III /
Gwendolyn C Brooks* pl/C
Joel MCraig ATTORNEYS AT LAW
G Rhodes Craver
James R Easthom
Brian M Ferrell
William T Hutchins,Jr**
Deborah A McDermott
Candace B Minjares
Henry W Sappenfteld
Leigh P Vancil
A William Kennon,Retired
Katherine L McKee,Retired
*Board Certified Specialist in
Estate Planning eb Probate Law
**Board Certified Specialist in Real Property Law;
Business,Commercial and Industrial Transactions •
October 19, 2017
Jeffrey E. Thompson
Director,Asset Management Services
Orange County Government
131 West Margaret Lane, Suite 300
PO Box 8181
Hillsborough,NC 27278
VIA EMAIL DELIVERY
RE: Engagement For Legal Services: Purchase of 1510 Highway 86 North,
Hillsborough,North Carolina
Dear Mr. Thompson:
We are pleased to represent Orange County in the acquisition of the above referenced
property (the "Transaction"). If agreeable to the County, this letter establishes the terms of our
engagement.
•
Title Search &Title Insurance
The property to be purchased in the Transaction is comprised of an approximately 21 acre
parcel identified as having Orange County PIN 9865-68-5784 (the "Property"). In preparation
for closing, we will perform a title search on the Property. The nature of that search may take on
many one of two forms, depending upon whether or not the title has previously been insured. If
the title has not been previously insured, a search of the public records for a period of time
satisfactory to the title insurance company will be required. If the title has previously been
insured, we can obtain coverage for the County by having the title examined from the effective
date of that coverage to the present. The process of performing only a limited title search is what
is known as "tacking". If we tack to an existing title insurance policy, the County will be relying
on its policy of title insurance and not our having actually examined the public records for any
matter affecting title prior to the date of the existing policy of title insurance to which we tacked. •
Therefore, absent your timely objection, we will determine if title insurance coverage exists on
1
4011 university drive,suite 300,durham,nc 27707 • post office box 51579,durham,nc 27717-1579
TELEPHONE 919 490 0500 FAX 919 490 0873 • www.kennoncraver,con?
DocuSign Envelope ID: 3F2AE651-44BE-4D7D-A875-C24BD1756089
the Property and, if so, have the public records examined only from the date of that coverage to
the present. In other words absent your timely objection, we will "tack"to that existing policy of
title insurance. This procedure will enable us to keep the County's costs to a minimum while, at
the same time,providing full title insurance coverage for the County. You should be advised that
title insurance, while a valuable insurance coverage, does not cover any and all damage that may
arise from a title defect. Title insurance also does not necessarily provide immediate relief in the
form of the payment of a claim given title insurers have a reasonable time to correct defects in
title which the insurer reasonably believes can be corrected. What constitutes a"reasonable time"
depends upon the nature of the defect. Assuming title is insurable, we will obtain a title
insurance policy in favor of the County in the amount of the purchase price for the Property. The
County will be responsible for the payment of the title insurance premium at closing.
Please be aware that matters of zoning and environmental matters are not included in a
standard title search. We, as closing attorneys, do not provide any opinion as to the
environmental condition of the Property. Please notify me immediately if the County requires
additional information or assistance concerning these two issues. Zoning laws affect setbacks
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.
We will either use the survey commissioned by the County for this transaction, if any, or
the description of the Property included in the current vesting deeds as the legal description for
the Property. We recommend the County obtain a new survey of the Property during its due
diligence if it has not already done so. A survey may show title encumbrances and defects such
as existing encroachments onto or from neighboring properties, legal description gaps and
overlaps, and other matters "on the ground" that would not otherwise be discovered during our
title search of the public records. The legal description will be used to describe the boundaries of
the Property in the general warranty deed conveying the Property to the County (the "Deed"). I
understand the final terms of the purchase agreement for the Property have been agreed to by the
County and the grantor prior to our involvement in this matter, and the County does not require
our assistance with negotiating or drafting any portion of the purchase agreement save and
except the tenant estoppel certificate.
Closing
We will conduct the closing on the Transaction. The closing can occur in our offices or
another location that works better for the parties. The County agrees to wire the closing funds
into my trust account prior to the closing. We 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, we will update title and record the new plat, if any, and Deed in the office of the
Register of Deeds and prepare a final title opinion and deliver the same to Investors Title for
issuance of the title insurance policy.
Wire Instructions
BEFORE SENDING ANY WIRE, CALL OUR OFFICE AT (919) 490-0500 TO
VERIFY THE INSTRUCTIONS. WE WILL NOT CHANGE WIRING INSTRUCTIONS.
kennon craven pllc
4011 university drive,suite 300,durham,ne 27707 • post office box 51579,durham,nc 27717-1579
TELEPHONE 919 490 0500, FAX 919 490 0873 • www.kennoncraver.coni
DocuSign Envelope ID: 3F2AE651-44BE-4D7D-A875-C24BD1756089
IF YOU RECEIVE WIRING INSTRUCTIONS FOR A DIFFERENT BANK, BRANCH
LOCATION, ACCOUNT NAME OR ACCOUNT NUMBER OTHER THAN THE
INSTRUCTIONS YOU HAVE ON FILE, THEY SHOULD BE PRESUMED
FRAUDULENT. DO NOT SEND ANY FUNDS AND CONTACT OUR OFFICE
IMMEDIATELY. FAILURE TO FOLLOW THIS PROCEDURE ENDANGERS YOUR
FUNDS.
Legal Fees &Expenses
This engagement is specifically limited to: (1) performing the title search; (2) preparing
the title opinion; (3) procuring title insurance (if available); (4) disusing any title issues
discovered during the title search with the County; (5) recording the documents listed above; (6)
preparing the tenant estoppel certificate and the settlement statement and (7) conducting the
closing. Please be aware that additional work necessary to complete the closing, such as
attempting to resolve significant title defects, significant work related to locating heirs or
resolving estate issues related to the property in the chain of title, etc., may require work beyond
the scope of this letter and cost in excess of the fee listed below. 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 title defects and resolving estate
issues),then we may perform such work at the County's specific request under an amendment to
this agreement at our normal hourly rates.
We will bill the County at a discounted hourly rate of $250 for time spent by firm
attorneys on the Transaction and $85 per hour for time spent by paralegals on the Transaction.
Our legal fees for perfolining the legal work outlined herein will not exceed $5,000.00. In
addition to the foregoing hourly fees, the County will be responsible for payment of any
expenses incurred by our firm in connection with the closing such as express mail charges, and
wire fees each and all of which will be set out on the settlement statement at closing. The
County will also be responsible for other typical costs of closing such as recording fees and
survey expenses. We will begin work on this transaction as soon as I receive an executed copy
of the associated Services Agreement from the County. Please understand that we 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 conce 1. regarding this letter.
I look forward to working with you on this transaction.
cerely,
/Irian •%. err=
FO HE .' RM
kennon craven,pllc
4011 university drive,suite 300,durham,lac 27707 • post office box 51579 durham,nc 27717-1579
TELEPHONE 919 490 0500,FAX 919 490 0873 • town,.kennoncraver.com