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<br />FINANCIAL ADVISORY AGREEMENT <br /> <br />This Financial Advisory Agreement (the II Agreement") is made and entered into by and between <br />The City of Sunny Isles Beach, Florida ("Issuer") and First Southwest Company ("FSC") effective as of the <br />date executed by the Issuer as set forth on the signature page hereof. <br /> <br />WITNESSETH: <br /> <br />WHEREAS, the Issuer will have under consideration from time to time the authorization and <br />issuance of indebtedness in amounts and forms which cannot presently be determined and, in connection <br />with the authorization, sale, issuance and delivery of such indebtedness, Issuer desires to retain an <br />independent financial advisor; and <br /> <br />WHEREAS, the Issuer desires to obtain the professional services of FSC to advise the Issuer <br />regarding the issuance and sale of certain evidences of indebtedness or debt obligations that may be <br />authorized and issued or otherwise created or assumed by the Issuer (hereinafter referred to collectively <br />as the "Debt Instruments") from time to time during the period in which this Agreement shall be <br />effective; and <br /> <br />WHEREAS, FSC is willing to provide its professional services and its facilities as financial advisor <br />in connection with all programs of financing as may be considered and authorized by Issuer during the <br />period in which this Agreement shall be effective. <br /> <br />NOW, THEREFORE, the Issuer and FSC, in consideration of the mutual covenants and agreements <br />herein contained and other good and valuable consideration, do hereby agree as follows: <br /> <br />SECTION I <br />DESCRIPTION OF SERVICES <br /> <br />Upon the request of an authorized representative of the Issuer, FSC agrees to perform the financial <br />advisory services stated in the following provisions of this Section I; and for having rendered such <br />services, the Issuer agrees to pay to FSC the compensation as provided in Section V hereof. <br /> <br />A. Financial Planning. At the direction of Issuer, FSC shall: <br /> <br />1. Survey and Analysis. Conduct a survey of the financial resources of the Issuer to <br />determine the extent of its capacity to authorize, issue and service any Debt Instruments <br />contemplated. This survey will include an analysis of any existing debt structure as <br />