From: Franklin D. Kimbrough [mailto:kim@downtownpensacola.

com] Sent: Sunday, April 08, 2012 7:37 PM To: 'Harry Bell' Subject: RE: Proposed Term Sheet

HarryWe are confirmed for Monday, April 9th at 2:30 p.m. Burney and I will both be in attendance. Please send me a physical address for Mr. Tuyo's office. See you tomorrow. Kim
From: Harry Bell [mailto:harryjr@johnscarr.com] Sent: Friday, April 06, 2012 1:35 PM To: Franklin D. Kimbrough Subject: Re: Proposed Term Sheet

Kim, Can we meet 2:30 Monday April 9th at Pen Air Corporate office? We will be meeting in Mr Tuyo's office. Thank you, Harry

Harry Bell Jr John S Carr & Company

tel 850.434.2244 | fax 850.434.8081 | mob 850.240.0527 hbell@johnscarr.com

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On Apr 5, 2012, at 5:34 PM, Franklin D. Kimbrough wrote:

HarryAttached is the proposed term sheet we discussed. Please know that it represents the thinking of the board at the present time and should be considered as the starting point for further discussion and negotiation. The DIB wants to find a mutually acceptable formula for achieving the goals of your client while preserving the economic viability of the parking fund and future public parking needs. Burney and I are available to meet anytime on Monday afternoon, April 9th between 2:00 p.m. and 5:00 p.m. as we discussed previously. Please let me know the time that works best for you and your client. We are prepared to come to your offices unless you tell us otherwise. Please let me know the time that works best. Many thanks. Kim Franklin D. Kimbrough Executive Director Pensacola Downtown Improvement Board 41 N. Jefferson Street - Suite 401 Pensacola, Florida 32502 850-434-5371 www.downtownpensacola.com

<PARKING INCENTIVE TERM SHEET.DOC><Parking Incentive POLICY STATEMENT.DOC>