17-1017_BEST BEST & KRIEGER_Letter Agreement Indian Wells I;_i
Sacramento
(760)566-2611 (916)325-4000
Irvine BEST BEST &KRIEGER San Diego
(949)263-2600 ATTORNEYS AT LAW (619)525-1300
Los Angeles Walnut Creek
(213)617-8100 (925)977-3300
Ontario 3390 University Avenue,5th Floor,P.O.Box 1028,Riverside,CA 92502 Washington,DC
(909)989-8564 Phone:(951)686-1450 I Fax:(951)686-3083 I www.bbklaw,com (202)785-0600
Kim A.Byrens
(951)826-8273
kim.byrens@bbklaw.com
October 17,2017
Ben Siegel
City Manager
City of San Juan Capistrano
32400 Paseo Adelanto
San Juan Capistrano, CA 92675
Re: Bond Counsel Services to City of San Juan Capistrano 2017 Water
Revenue Refunding—Private Placement
Dear Ben:
We are pleased to submit this letter to you in connection with our services as bond
counsel to the City of San Juan Capistrano (the "City") relating to the proposed issuance of the
City's above-captioned (the "Obligations") which will refinance outstanding Certificates of
Participation originally issued in 2009 to finance the acquisition of improvements to the water
enterprise of the City. The firm of Best Best & Krieger LLP will serve as bond counsel counsel
on this matter and proposes to perform the following services on the basis set forth in this letter.
• As bond counsel we will confer and consult with City staff on all matters relating to the
financing. We will assist the City in identifying the most advantageous method of financing
based upon our experience and we will attend all meetings of the City's staff, consultants and
financial advisor at which financing methods are to be discussed and analyzed for successful
completion of the financing.
With respect to the Obligations, our services will include the preparation of all
agreements, resolutions, notices, bond forms and all other legal documents required by
California law for the execution, sale and delivery of the Obligations. We will attend all
meetings in which the Obligations will be discussed or any action in connection with the
proceedings is to be taken.
Subject to completion of the financing to our satisfaction, Best Best & Krieger LLP will
issue its approving legal opinion to the purchaser of the Obligations to the effect that all
proceedings have been legally undertaken for the authorization, execution, sale and delivery of
the Obligations, or other transactions relating to the financing and that interest paid with respect
to the Obligations is exempt from State of California personal income tax and gross income for
federal tax purposes. We will also issue appropriate supplemental opinions and certificates as
may he necessary or appropriate.
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BEST BEST&KRIEGER
ATTORNEYS AT LAW
Ben Siegel
October 17, 2017
Page 2
Subject to completion of the financing to our satisfaction, Best Best & Krieger LLP will
issue its legal opinion with respect to the matters discussed in the official statement.
Based on our current understanding of the issuance of the Obligations and the
involvement of Best Best & Krieger LLP attorneys in drafting documents relating to the issuance
of the Obligations and delivering our legal opinion, our fees, including reimbursement for costs,
would be $30,000 for bond counsel. If the transaction is not completed or our involvement
differs significantly from our expectations, we would expect to be paid a fee the we mutually
agree would reflect reasonable compensation for legal services rendered considering the risk
undertaken and the level of expertise required to undertake such legal service based upon the
hourly rates of the attorneys involved. By your signature and return of this letter, you agree to
pay our fees and expenses as set forth in this paragraph.
Additionally, we will charge the City for out-of-pocket expenses which would include,
the costs of duplicating and mailing, transportation, long distance telephone calls, messenger and
courier service and the preparation of transcripts of the financing. This expense is not expected
to exceed $1,500.
If this arrangement is satisfactory to you, please authorize our employment according to
the terms of this letter by having this letter executed by you or your agent.
We look forward to working with you and the staff of the City of San Juan Capistrano in
order to bring this matter to a successful conclusion.
Sincerely,
Kim A. Byrens
of BEST BEST&KRIEGER LLP
TERMS OF PAYMENT OF FEES AND
EXPENSES OF BOND COUNSEL
APPROVED THIS p'1I DAY OF
2017.
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