2024-589-E-AMS-Kennon Craver-Additional Legal Services for the Crisis Diversion Project

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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.com bferrell@kennoncraver.com ENGAGEMENT MEMORANDUM To: Orange County, North Carolina Attn: Alan Dorman, Asset Management Services Assistant Director Via Email: adorman@orangecountync.gov From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Date: August 27, 2024 ___________________________________________________________________________________ Thank you for considering engaging Kennon Craver, PLLC to assist with the preparation of a purchase agreement, title search and related legal services for properties located in Orange County, North Carolina having PINs 9873422375, 9873425271, 9873425076 and 9873415972, a portion of which may be acquired by the County for a Crisis Diversion Facility (collectively the “Property”). This letter summarizes the basis on which our firm will provide legal services and how we will be paid for our services. I will be primarily responsible for the matter. I may use other attorneys and/or paralegals in the best exercise of my professional judgment. If, at any time, you have questions or concerns, please contact me at once. I. Purchase Agreement. We will draft a purchase agreement for the County’s purchase of the Property (the “Purchase Agreement”). The Purchase Agreement will include the terms and conditions provided by the County along with other usual and customary terms applicable to similar transactions. We will participate in negotiations of the Purchase Agreement terms upon request. II. Title Search We will perform a title search on the Property. The nature of that search may take on one of two forms, depending upon whether the title to the Property has previously been insured. If the title has not been previously insured, a search of the public records for a period 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 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 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, should the County elect to purchase a policy. If we are unable to locate a prior title policy for the Property Docusign Envelope ID: 3743ADF5-EEB7-43D0-AC47-6B203409F550