2025-763-E-Solid Waste Dept-Kennon Carver-Property Purchase

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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 ATTACHMENT 1 ENGAGEMENT MEMORANDUM To: Orange County, North Carolina Attn: Robert Williams, Solid Waste Director Via Email: rowilliams@orangecountync.gov solid_waste_ap@orangecountync.gov From: Brian M. Ferrell, Attorney, Kennon Craver, PLLC Date: December 12, 2025 ___________________________________________________________________________________ Thank you for considering engaging Kennon Craver, PLLC to assist with the acquistion of property in Orange County for use by the County’s Solid Wate Department (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. Description of Legal Services Purchase Documents. We will work with County Staff and its development team to prepare contract documents, inlcuding, but not limited to, a letter of intent and purchase agreement (collectively the “Purchase Documents”). We will negotiate the Purchase Documents with the Property owner as directed by the County. Title Search and Due Diligence. Following the execution of the Purchase Documents, we will perform a title update search on the subject property beginning from the date of seller’s prior title insurance policy. The process of performing only a limited title search is what is known as “tacking.” 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 timely objection, we will examine the public records only from the date of seller’s prior title policy 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. If a prior title policy is not available, we will conduct a full title search of approximatly thirty years as required by the title company. Be advised that title insurance, while valuable insurance coverage, does not cover 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 believes can be corrected. What constitutes a “reasonable time” depends upon the nature of the defect. We will obtain a title insurance policy in favor of Docusign Envelope ID: 2FB408C2-A133-4231-B923-EB780761BDEB