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