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16-0822_BEST BEST & KRIEGER_Special Counsel Agreement/~dian Wells (760) 568-2611 Irvine (949) 263-2600 Los Ar.geles (213) 617-6100 Ontario (90 9) 989-8584 Kim A. Byrens (951) 826-8273 k im .byrens@bbklaw.com File No. 61147 .91001 Benjamin Siegel City Manager BEST BEST & KRIEGER:l ATTORNEYS AT LAW 3390 University Avenue, 5th Floor, P .O. Box 1028, Riverside, CA 92502 Phone: (95i) 686-1450 I Fax: (951) 686-3083 I wv.w .bbklaw .com August 22, 2016 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Sacramento (9 16 ) 325-400 0 San Oiegc (619) 525-1300 Walnut Creek (92 5) 977-3300 Washington , DC (202) 7S5-0800 Re: Special Counsel Services to Successor Agency to the San Juan Capistrano Community Redevelopment Agency (the "Successor Agency") in Cormection with a 2016 Refinancing Promissory Note for Lower Rosen Ranch Property Dear Mr. Siegel: The firm of Best Best & Krieger LLP will be pleased to serve as special counsel to the Successor Agency in connection with the propos ed private placement of a refunding not.e with a lending bank (the "Financing"). As currently contemplated, the Financing will be secured by the pledge of tax increment received and payable under a loan agreement Best Best & Krieger LLP proposes to perform the following services for the Successor Agency in connection with the Financing on the basis set forth in this letter. It is our understanding that this financing will be for the purpose of paying an outstanding promissory note which has become due and payable and to create level debt service for the next five years for the Financing . Our services will include the preparation of all agreements and all other legal documents required to complete the Financing. Subject to completion of the Financing to our satisfaction, Best Best & Krieger LLP will issue its approving legal opinion to the eft'ect that all proceedings have been legally undertaken f or the authorization, execution and delivery of the Financing, or other trans a ctions relating to the Financing. We will also issue appropriate supplemental opinions and certificates as may be necessary or appropriate. Our fee for th e foregoing legal services will be $25 ,000 and includes all co ·t s . In the e v ent this financing is not completed for any reaso n, the Successor Agency will pay us for our time involved up to an amount of $8,000. 61147 9100 1\29174376.1 BEST BEST & KRIEGER~ ATTORNEYS AT LAW Benjamin Siegel August 22, 20 I 6 Page 2 In the event we are asked to render legal services beyond those generally expected of special counsel, or our engagement differs substantially from that described above, then we will bill for these services separately after discussing any such services with you. If this arrangement is satisfactory to the Successor Agency, and the Successor Agency authorizes our employment according to the terms of this Jetter, please return to us a copy of this letter executed by an authorized officer of the Successor Agency. TERMS OF EMPLOYMENT APPROVED THIS I~J DAY OF :;,, /, 2016 Very truly yours, Kf:B ~h- of BEST BEST & KRIEGER LLP --79~~~L---------~----~-------- fficer of the Successor Agency Ken Al-Imam, Finance Director JeffBallinger, City Attorney 61147 .91001\29174376 .1