<p> Susan Thorpe Corporate Trust Services Vice President 37 North Orange Avenue, Suite 500 Business Development Orlando, FL 32801 Tel: 407-926-2446 Fax: 904-281-2759 Cell: 407-810-1044 [email protected]</p><p>November 7, 2006 Via e-mail: [email protected] [email protected]</p><p>Mark P. Galvin Erica McCowan First Southwest Company First Southwest Company 20 N. Orange Avenue, Suite 1209 20 North Orange Avenue, Suite 1209 Orlando, Florida 32801 Orlando, Florida 32801</p><p>RE: City of Palm Coast, Florida Utility System Revenue Bonds, Series 2007 Approximately $50 Million</p><p>Dear Mark and Erica,</p><p>Wells Fargo Bank would be pleased to provide Registrar and Paying Agent services in connection with the referenced issue. Subject to review of final documents, enclosed is a fee schedule for these services. If selected this account relationship will be handled in our Jacksonville office by Aimee Marson, who may be reached as follows:</p><p>Aimee Marson, Relationship Specialist [email protected] Tel: 904-281-2758</p><p>Wells Fargo Bank, Corporate Trust Services 7077 Bonneval Road, Suite 400, Jacksonville, Florida 32216 Fax: 904-281-2759</p><p>We appreciate this opportunity and look forward to working with you both and the City of Palm Coast. Should you have any questions or require additional information, please do not hesitate to call me at 407- 926-2446.</p><p>Sincerely,</p><p>Susan S. Thorpe Vice President Business Development Wells Fargo Bank Corporate Trust Services</p><p>Schedule of Fees to Provide Registrar and Paying Agent Services City of Palm Coast, Florida Utility System Revenue Bonds Series 2007 Approximately $50 Million</p><p>Initial Fee / Acceptance Fee: None Covers review of documents, account set-up and other normal responsibilities. This fee is payable at closing.</p><p>Annual Administration Fee: $500 Covers normal administrative duties required by the financing documents and other supporting documents. This fee is payable annually in advance.</p><p>Other Fees and Expenses: None Anticipated Wells Fargo does not charge “hidden” transaction fees after an issue has closed, nor do we charge out-of-pocket expenses unless extraordinary circumstances occur.</p><p>Terms and Conditions:  Fees for extraordinary services such as arbitrage rebate compliance, secondary market disclosure, default administration, publication of redemption notices, and travel expenses associated with a closing will be negotiated and/or charged separately.  Should anticipated documentation change substantially or the transaction become increasingly complex prior to final closing, Wells Fargo reserves the right to adjust its fees as mutually agreed.  Billings over 30 days past due are subject to a 1.5% per month late payment penalty on balance due.  Wells Fargo’s final acceptance of this appointment is subject to full review of all related documentation</p><p>Dated: November 7, 2006 CONFIDENTIAL</p>