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arbitrage limitations and rebate provisions applicable to the Bonds or the Prior Bonds, or (iii) the representation of the City in connection with any litigation involving the City's Community Facilities District No. 2010-1 (One Marina), the Bonds or the Prior Bonds. Without limiting the generality of the foregoing, Consultant shall not be responsible for preparing any documentation related to, or for providing any, ongoing continuing disclosure, arbitrage and rebate computation services or litigation services in respect of the Bonds or the Prior Bonds, without a separate agreement between the City and Consultant. In addition, unless specifically retained to do so by a separate agreement between Consultant and the City, Consultant shall not be responsible for auditing or otherwise reviewing or assuring compliance by the City with any past or existing continuing disclosure obligations of the City related to any debt obligations. Section 2. Compensation. For the services listed in Section 1 , Consultant shall be paid a fee of $30,000, inclusive of all out-of-pocket costs and expenses incurred by Attorneys in connection with such services. Payment of said compensation shall be entirely contingent upon the successful issuance of the Bonds, and shall be payable on the date of issuance of the Bonds solely from the proceeds of the Bonds and from no other funds of the City. Section 3. Non-Legal Services. In performing their services as bond counsel, it is understood and acknowledged by the City that Consultant will not be providing financial advisory, placement agent, investment banking or other similar services. It is expected that the City will engage other consultants to provide any such services with respect to the Bonds. Section 4. Advice and Counsel. It is understood that neither Consultant nor any individual representing the Consultant possesses any authority with respect to any decision of the City or any City official beyond the rendition of information, advise, recommendation or counsel. REV: 05-11-16 JS Page 10 of 10 ATTY/AGR.2016.097/Quint.Thimmig-Bond Counsel