1036-00003 · Ridgemark Development Partners · Correspondence

pre-suit-response-letter-to-ridgemark.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law

1725 K Street NW, Suite 1100 Washington, DC 20006

Telephone: (202) 454-7800 Facsimile: (202) 454-7801 General Inquiries: info@calderwoodharkness.com www.calderwoodharkness.com

May 14, 2021

Via Certified Mail, Return Receipt Requested, and Electronic Mail

Marco D. Castellon, Esq. Castellon Foley & Ruiz LLP 228 South Orange Avenue, Suite 1400 Orlando, FL 32801

Re: Response to Demand Letter Dated April 2, 2021 on Behalf of Ridgemark Development Partners LLC Regarding Alleged Easement Rights Over Property Located at 4250 Commerce Park Boulevard, Sanford, FL 32771 (Seminole County)

Our Client: Fairwater Real Estate Investment Trust

Dear Mr. Castellon:

This firm, Calderwood & Harkness LLP, represents Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland real estate investment trust, in connection with the above-referenced matter. We write in response to your correspondence dated April 2, 2021, sent on behalf of your client, Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company, in which Ridgemark asserts the existence of a perpetual, non-exclusive ingress/egress and utility easement (the "Cross-Parcel Easement") across Fairwater's property located at 4250 Commerce Park Boulevard, Sanford, Florida 32771 (the "Fairwater Property"). In your demand letter, Ridgemark requested that Fairwater acknowledge the continued existence of this easement and accommodate Ridgemark's access to and across the Fairwater Property within sixty (60) days of the date of your letter.

Fairwater has carefully reviewed the demand letter, the underlying factual assertions contained therein, and all relevant recorded instruments in the Public Records of Seminole County, Florida. Following a thorough analysis of the applicable recorded instruments, the chain of title to the Fairwater Property, the relevant Seminole County plat records, and controlling Florida statutory and common law, Fairwater firmly denies the continued validity, enforceability, or existence of the alleged Cross-Parcel Easement. Fairwater's position is set forth in detail below.

1. Background and Property Description

The Fairwater Property consists of an approximately 42.7-acre parcel of real property improved with the Fairwater Sanford Logistics Center, a 614,000-square-foot Class-A cross-dock distribution facility situated in Seminole County, Florida. The facility is located within the Commerce Park Boulevard industrial corridor, an area that has undergone significant development and replatting over the past two decades.

Fairwater acquired the Fairwater Property on October 7, 2016 from Sunbelt Distribution Centers, Inc. ("Sunbelt"), a Florida corporation, for a total purchase price of $47,300,000.00, pursuant to a Purchase and Sale Agreement dated August 12, 2016. The conveyance was effected by special warranty deed recorded in the Official Records of Seminole County, Florida.

At the time of Fairwater's acquisition, a thorough and comprehensive title examination was conducted by Tidewater Abstract & Title, LLC, a licensed title agency operating in the State of Florida. A title commitment was issued bearing Commitment No. TWA-2016-09821 (the "Title Commitment"). The Title Commitment reflected a full and complete search of the Public Records of Seminole County, Florida, and did not identify the Cross-Parcel Easement—or any easement in favor of the southern parcel now owned by Ridgemark—as an exception to or encumbrance upon the Fairwater Property. The Title Commitment's Schedule B, Part II, which details exceptions from coverage, contained no reference to the Cross-Parcel Easement, the 1998 Special Warranty Deed referenced in your letter, or any other cross-parcel access right burdening the Fairwater Property for the benefit of the adjacent southern parcel.

Upon closing, an owner's title insurance policy (Policy No. MTU-2016-FL-089312) was issued by Meridian Title Underwriters, Inc. (the "Title Policy") insuring Fairwater's fee simple interest in the Fairwater Property. The Title Policy likewise omitted the Cross-Parcel Easement from its schedule of exceptions and encumbrances. Fairwater accepted title to and paid full consideration for the Fairwater Property in reliance upon the Title Commitment and the Title Policy, both of which confirmed that the Fairwater Property was not encumbered by any cross-parcel easement in favor of the southern parcel.

The Fairwater Property is presently subject to a long-term triple-net lease with a single tenant, Condor Supply Chain Solutions, Inc. ("Condor"), a national third-party logistics provider. Pursuant to the terms of that lease, Condor holds exclusive operational control over truck-court ingress and egress on the Fairwater Property. Condor's distribution operations involve heavy commercial vehicle traffic, including tractor-trailers, and require unimpeded control of all vehicular access points on the premises. The significance of this operational reality is discussed further in Section 7 below.

2. The Cross-Parcel Easement and Its History

Your demand letter references a 60-foot-wide non-exclusive ingress/egress and utility easement purportedly created by an express grant contained in a Special Warranty Deed recorded on June 22, 1998, in Official Records Book 4517, Page 1283, of the Public Records of Seminole County, Florida (the "1998 Deed"). According to your letter, the easement was described in the 1998 Deed as running along the eastern boundary of the northern parcel (now the Fairwater Property) in a generally north-south orientation, connecting the southern parcel (now owned by Ridgemark, identified as Seminole County Parcel ID: 25-20-30-500-0030-0000, a 16.3-acre undeveloped tract) to Commerce Park Boulevard, a public roadway.

The original grantor identified in the 1998 Deed was Thurmond Industrial Holdings, Inc. ("Thurmond Industrial"), a Florida corporation, and the original grantee was Sunbelt Distribution Centers, Inc., which at the time of the conveyance became the fee owner of the northern parcel that is now the Fairwater Property. As we understand the history, the easement was created in connection with the original subdivision of the Commerce Park Boulevard industrial tract, at a time when the southern parcel had no direct improved access to a public right-of-way and the 60-foot easement corridor across the eastern margin of the northern parcel was intended to provide interim vehicular and utility access to the southern parcel pending further development and platting of the area.

Calderwood & Harkness acknowledges, for purposes of this letter, that an easement corresponding to the Cross-Parcel Easement was at one time recorded in the Public Records of Seminole County, Florida, and was depicted on the plat of Commerce Park Boulevard Phase I. We do not dispute the historical fact of that recording. However, as set forth in detail below, that easement was extinguished by operation of law well prior to Fairwater's acquisition of the Fairwater Property in October 2016, and it no longer exists as a valid encumbrance upon the Fairwater Property or as an appurtenant right benefiting the southern parcel.

3. Extinguishment by the 2014 Replat

On September 15, 2014, Seminole County recorded the "Commerce Park Boulevard Phase II Replat" (the "2014 Replat") in Plat Book 78, Pages 44–46, of the Public Records of Seminole County, Florida. The 2014 Replat was duly approved by the Board of County Commissioners of Seminole County and was executed, acknowledged, and recorded in accordance with the requirements of Chapter 177 of the Florida Statutes governing the platting and subdivision of lands within the State of Florida.

The 2014 Replat encompassed the entirety of the Commerce Park Boulevard Phase I plat area, including both the northern parcel (now the Fairwater Property) and the southern parcel (now owned by Ridgemark), as well as surrounding parcels and rights-of-way. The 2014 Replat reconfigured lot lines, modified certain parcel boundaries, dedicated new public rights-of-way—including a widened segment of Commerce Park Boulevard and a new cul-de-sac—and, critically, expressly vacated prior private easements within the replat boundary.

The 2014 Replat contains the following operative language, set forth in the certificate of dedication and general notes appearing on Sheet 1 (Plat Book 78, Page 44):

"All private easements shown on the prior plat are hereby vacated except as otherwise noted herein."

This language is unambiguous and comprehensive in its scope. It operates as an express vacation of all private easements depicted on the Commerce Park Boulevard Phase I plat, subject only to those easements specifically identified elsewhere in the 2014 Replat as surviving or being expressly preserved. A review of the 2014 Replat in its entirety—including all sheets, notes, certifications, and dedications—confirms that the Cross-Parcel Easement was not among those easements "otherwise noted" or preserved. The Cross-Parcel Easement was therefore vacated by operation of the express terms of the 2014 Replat.

Fairwater's position is that the Cross-Parcel Easement, whether characterized as having been created by the separate 1998 Deed or as having been depicted on the Commerce Park Boulevard Phase I plat (or both), fell squarely within the scope of the 2014 Replat's vacation language. This conclusion rests on two independent grounds:

(a) The easement corridor was depicted on the prior plat of Commerce Park Boulevard Phase I as a 60-foot private easement running along the eastern boundary of the northern parcel. The easement was thus "shown on the prior plat" within the plain and ordinary meaning of the vacation language contained in the 2014 Replat.

(b) Even if the Cross-Parcel Easement is characterized as originating solely in a separate deed instrument (the 1998 Deed) rather than in the plat itself, the easement corridor was located entirely within the geographic scope of the 2014 Replat area, and the easement was not excepted from the vacation. The 2014 Replat, as a comprehensive replatting of the entire Commerce Park Boulevard subdivision, superseded the prior plat in its entirety, including all easements and encumbrances depicted thereon or associated with the land within its boundaries.

Under Florida law, a replat duly approved and recorded by the county in accordance with Chapter 177 of the Florida Statutes has the legal effect of vacating and superseding the prior plat in all respects, including private easements that are not expressly reserved or excepted in the replat instrument. See Fla. Stat. § 177.101 (governing the replatting of subdivided lands); see also Shaughnessy v. Provence Master Ass'n, Inc., 276 So. 3d 109 (Fla. 5th DCA 2019) (holding that a replat extinguished easements not preserved in the new plat); Villas of Lake Jackson Homeowners Ass'n v. Leon County, 121 So. 3d 599 (Fla. 1st DCA 2013) (recognizing the authority of a replat to vacate prior plat provisions, including private easements). The policy underlying this body of law is clear: a replat is intended to comprehensively redefine the rights, obligations, and encumbrances applicable to the land within its scope, and easements not carried forward into the replat are deemed vacated.

It is further significant that at the time the 2014 Replat was recorded, neither the then-owner of the southern parcel—Roland P. Thurmond, individually or through his affiliated entities—nor any other party filed an objection to, or sought to challenge, the vacation of the Cross-Parcel Easement. No claim was filed in any court of competent jurisdiction to preserve the easement or to contest the effect of the replat. No lis pendens was recorded against the Fairwater Property or the southern parcel. The complete absence of any contemporaneous objection or legal challenge by the holder of the purported dominant estate further evidences the understanding of all parties at the time that the Cross-Parcel Easement had been extinguished by the 2014 Replat and that no party retained any rights thereunder.

4. Additional Grounds Supporting Extinguishment

In addition to extinguishment by the 2014 Replat, the Cross-Parcel Easement was independently extinguished on at least two additional grounds, either of which would be sufficient standing alone to defeat Ridgemark's claim.

(a) Merger of Dominant and Servient Estates

Calderwood & Harkness's review of the chain of title to both the northern parcel (the servient estate) and the southern parcel (the dominant estate) reveals that between approximately 2012 and 2014, both parcels came under the common ownership of the Thurmond family and related entities. Specifically, Thurmond Industrial Holdings, Inc. reacquired the northern parcel from Sunbelt Distribution Centers, Inc. in approximately 2012, at a time when Roland P. Thurmond—the sole principal of Thurmond Industrial—also held title to the southern parcel through a related entity. As a result, from at least 2012 through the date of the 2014 Replat, both the dominant and servient estates were held by a common owner or commonly controlled entities.

Under well-settled Florida real property law, when the dominant and servient estates are united in a single ownership, an easement appurtenant is extinguished by operation of the doctrine of merger. This principle is firmly established: "An easement is extinguished when the dominant and servient tenements come into the same ownership, since a person cannot have an easement in his own land." Villas of Lake Jackson, 121 So. 3d at 602; see also Restatement (Third) of Property: Servitudes § 7.5 (2000); Moorings Ass'n of Moorings Park, Inc. v. Ardissone, 614 So. 2d 1145 (Fla. 2d DCA 1993). Once merged, the easement is destroyed and does not automatically revive upon subsequent severance of the parcels. See Villas of Lake Jackson, 121 So. 3d at 603 ("Upon merger, the easement is destroyed, and if the properties are subsequently conveyed to separate owners, the easement does not automatically spring back into existence.").

Accordingly, the Cross-Parcel Easement was independently extinguished by merger during the period of common Thurmond family ownership, prior to and separate from the vacation effected by the 2014 Replat. This constitutes an additional, freestanding legal basis for the absence of any easement encumbering the Fairwater Property.

(b) Estoppel and Laches

To the extent Ridgemark contends that the Cross-Parcel Easement survived both the 2014 Replat and the period of common ownership—a position Fairwater categorically rejects—Ridgemark's claim is independently barred by the doctrines of estoppel and laches.

The 2014 Replat was a matter of public record from and after September 15, 2014. It was recorded in the Public Records of Seminole County, Florida, and was available for inspection by any party, including Roland P. Thurmond, his estate, his successors, and their counsel. The recording of the 2014 Replat provided constructive notice to all persons of the vacation of the Cross-Parcel Easement.

Roland P. Thurmond, as the then-owner of the southern parcel (the purported dominant estate), took no action whatsoever to challenge the vacation of the easement or to assert any claim of continued easement rights from the date of the replat's recording on September 15, 2014, through the date of his death (which we understand to have occurred in or around 2017). The Estate of Roland P. Thurmond likewise took no action to preserve or reassert the claimed easement during its administration of Mr. Thurmond's estate.

Ridgemark acquired the southern parcel from the Estate of Roland P. Thurmond on March 8, 2019, for a purchase price of $2,150,000.00—nearly five full years after the 2014 Replat was recorded. Ridgemark, which is a sophisticated real estate development company, had full access to the Seminole County public records at the time of its acquisition and was on constructive notice of the 2014 Replat and its express vacation of private easements. Despite this, Ridgemark took no action to assert the alleged Cross-Parcel Easement until its demand letter dated April 2, 2021—more than six and one-half years after the replat was recorded and more than two years after Ridgemark's own acquisition of the southern parcel.

During this extended intervening period, significant events occurred that make any belated assertion of easement rights inequitable:

• Fairwater acquired the Fairwater Property on October 7, 2016 in good faith, for substantial consideration, and without actual or constructive notice of any claimed Cross-Parcel Easement, in reliance upon the title examination, the Title Commitment, and the Title Policy, all of which confirmed the absence of the easement;

• Fairwater invested substantial capital in the Fairwater Property, including costs associated with the acquisition, improvements, and ongoing operations of the Fairwater Sanford Logistics Center;

• Fairwater entered into a long-term triple-net lease with Condor Supply Chain Solutions, Inc., which lease grants Condor exclusive operational control over truck-court ingress and egress on the property and which was negotiated on the basis that the Fairwater Property was free and clear of any cross-parcel easement; and

• Fairwater has operated, maintained, and managed the Fairwater Property continuously since 2016 without any assertion by any party of easement rights across the property's eastern boundary.

The unreasonable and prolonged delay by both Ridgemark and its predecessor in interest in asserting the claimed easement, combined with Fairwater's material change in position, its substantial investment, its good-faith reliance on the public record, and the prejudice it would suffer if a previously extinguished easement were now to be imposed upon its property, support defenses of both equitable estoppel and laches under Florida law. See Trustees of Tufts Coll. v. Triple R Ranch, Inc., 275 So. 2d 521, 523 (Fla. 1973) (recognizing laches as a bar to claims of property interests where there has been unreasonable delay resulting in prejudice); Bailey v. Baxter, 130 So. 3d 786, 789 (Fla. 5th DCA 2014) (applying estoppel in the context of competing real property claims where detrimental reliance was established).

5. Ridgemark's Deed Recital Does Not Revive an Extinguished Easement

Fairwater is aware that the special warranty deed by which Ridgemark acquired the southern parcel on March 8, 2019 from the Estate of Roland P. Thurmond (the "2019 Deed") contains a recital purporting to convey the southern parcel "together with" the Cross-Parcel Easement as an appurtenant right. This recital appears to be the primary basis upon which Ridgemark asserts the continued existence of the easement.

However, a recital in a deed cannot create or revive an easement that has already been extinguished as a matter of law. It is a fundamental principle of Florida real property law that a grantor cannot convey that which the grantor does not own. The maxim nemo dat quod non habet applies with full force here. If the Cross-Parcel Easement had already been extinguished—whether by the 2014 Replat, by merger, or by both—then the Estate of Roland P. Thurmond held no easement interest to convey at the time of the 2019 Deed, and the recital of such an interest in the deed was without legal effect.

The mere recital of a previously vacated easement in a subsequent conveyance does not operate to re-encumber the servient estate. See Thompson on Real Property § 60.06(b)(4) (Thomas ed. 2010) ("A reference in a deed to an easement that has been extinguished does not revive the easement."). This principle is especially compelling where, as here, the servient estate has already been conveyed to a bona fide purchaser without notice of the claimed encumbrance. Fairwater took title to the Fairwater Property on October 7, 2016—more than two full years before Ridgemark's acquisition of the southern parcel on March 8, 2019—free and clear of the Cross-Parcel Easement, as confirmed by the Title Commitment and the Title Policy. The 2019 Deed's recital of an easement that had already been extinguished and that had not appeared in the title records of the servient estate for years cannot retroactively impose an encumbrance on the Fairwater Property or impair Fairwater's title.

To hold otherwise would undermine the integrity of the public recording system and the reliance interests of bona fide purchasers, which are central to Florida's recording statutes and the Torrens-like protections afforded to those who acquire real property in good faith, for value, and without notice of adverse claims. See Fla. Stat. § 695.01 et seq.; see also Argent Mortg. Co., LLC v. Wachovia Bank, N.A., 556 F.3d 1273 (11th Cir. 2009) (applying Florida law and recognizing protections for bona fide purchasers under Florida's recording statutes).

6. Fairwater's Position on Ridgemark's Demand

Based on the foregoing analysis, Fairwater categorically denies that the Cross-Parcel Easement remains in effect or that Ridgemark holds any easement rights—whether express, implied, prescriptive, or by necessity—over the Fairwater Property. The Cross-Parcel Easement was extinguished by the 2014 Replat, independently extinguished by merger during the period of common Thurmond family ownership, and any belated claim thereto is barred by estoppel and laches.

Fairwater therefore declines Ridgemark's request to acknowledge the continued existence of the Cross-Parcel Easement. Fairwater further declines Ridgemark's request to accommodate Ridgemark's access across the Fairwater Property. Fairwater will not grant, authorize, or permit any physical entry upon or use of the Fairwater Property by Ridgemark, its agents, contractors, tenants, invitees, or any person acting on Ridgemark's behalf, in reliance upon the alleged Cross-Parcel Easement or any other claimed right of access.

To the extent your demand letter suggests that Ridgemark's intended development of the southern parcel—described therein as a proposed 96-unit light-industrial flex-space park—creates any right to burden the Fairwater Property with easement access, Fairwater respectfully but firmly disagrees. A party's development plans, no matter how commercially desirable, do not create easement rights over the land of another. The fact that Ridgemark has identified a use for its property that may require improved vehicular access does not give rise to an implied easement, a prescriptive right, or an easement by necessity across the Fairwater Property.

Your letter further suggests that Ridgemark's southern parcel has only one other frontage—Lakemont Trail, an unpaved county right-of-way—which Ridgemark contends is inadequate for commercial truck traffic. Even accepting this characterization for purposes of argument, the inadequacy of Ridgemark's existing access does not confer upon Ridgemark any right of necessity over privately held land. An easement by necessity arises only upon a showing that the dominant parcel is landlocked—that is, that it has no access to a public road—and even then, only in limited circumstances and under strict requirements. See Tortoise Island Cmtys., Inc. v. Moorings Ass'n of Moorings Park, Inc., 489 So. 2d 22 (Fla. 1986). Here, the southern parcel has existing frontage on a public right-of-way, and the mere inconvenience or cost of improving that access does not satisfy the legal standard for an easement by necessity under Florida law.

To the extent Ridgemark requires improved access for its development plans, Fairwater respectfully suggests that such access should be pursued through appropriate channels with Seminole County—including, without limitation, petitioning the County to improve Lakemont Trail or to establish alternative access—or through voluntary negotiation with adjacent landowners, not by assertion of an extinguished easement against Fairwater's property.

7. Impact on Fairwater's Operations and Tenant

Without waiving any of the foregoing rights or defenses, and without conceding the existence of any easement rights in favor of Ridgemark, Fairwater notes that any purported easement use across the eastern boundary of the Fairwater Property would be operationally incompatible with the existing use of the Fairwater Property and would cause material harm to Fairwater and its tenant.

As noted above, the Fairwater Property is occupied by Condor Supply Chain Solutions, Inc. under a 12-year triple-net lease (the "Condor Lease"), pursuant to which Condor holds exclusive operational control over all truck-court ingress and egress on the premises. The Condor Lease was negotiated and executed on the express basis that the Fairwater Property was free and clear of any third-party access rights, and Condor's distribution operations—which involve the continuous staging, loading, and dispatch of heavy commercial tractor-trailer vehicles—require unimpeded control over all vehicular movement on the property. The eastern boundary of the Fairwater Property abuts the Condor truck court, and any additional traffic across this area by Ridgemark, its tenants, their vehicles, or other third parties would materially disrupt Condor's logistics operations, introduce safety hazards, compromise the security of the facility, and would be fundamentally inconsistent with the terms and intended operation of the Condor Lease.

The imposition of an easement across an active Class-A distribution facility of this nature—years after the easement was extinguished and after the servient estate has been developed and leased in reliance on its absence—would cause significant economic and operational injury to Fairwater and to Condor. This practical reality further underscores the inequity and untimeliness of Ridgemark's belated claim.

8. Reservation of Rights

Fairwater expressly reserves all rights, claims, remedies, and defenses available to it at law or in equity, whether arising under the recorded instruments referenced herein, the laws of the State of Florida (including without limitation Chapter 177 of the Florida Statutes and the Florida recording statutes), the common law of the State of Florida, the terms of Fairwater's Title Policy, or otherwise.

Nothing in this letter shall be construed as a waiver of any right or defense, an admission of any fact or legal conclusion, or a concession of any kind. Nothing herein shall be construed as an acknowledgment that the Cross-Parcel Easement was ever validly created, that it continued in existence beyond the date of the 2014 Replat, or that Ridgemark possesses any property right of any nature over the Fairwater Property.

Fairwater reserves the right to assert any and all affirmative defenses in any judicial or administrative proceeding that may arise from this dispute, including but not limited to extinguishment by replat, extinguishment by merger of the dominant and servient estates, equitable estoppel, laches, bona fide purchaser for value without notice, failure to state a claim, statute of limitations, and any other applicable defense available under the laws of the State of Florida or any other applicable jurisdiction.

This letter is written without prejudice to Fairwater's rights under its owner's title insurance policy (Policy No. MTU-2016-FL-089312, issued by Meridian Title Underwriters, Inc.) and any claims Fairwater may assert thereunder, including without limitation claims for defense, indemnification, and/or damages arising from any challenge to Fairwater's title to the Fairwater Property.

9. Request for Preservation of Evidence and No Further Action

To the extent Ridgemark intends to pursue litigation or any other legal proceeding regarding this matter, Fairwater hereby requests that Ridgemark and its counsel immediately implement a litigation hold and preserve all documents, communications, records, and electronically stored information relating to or concerning:

(a) the Cross-Parcel Easement, including the 1998 Deed and any related instruments, correspondence, or agreements;

(b) the 2014 Commerce Park Boulevard Phase II Replat, including all communications with Seminole County or any governmental authority regarding the replat, its approval, and the vacation of easements effected thereby;

(c) the acquisition of the southern parcel by Ridgemark from the Estate of Roland P. Thurmond, including the 2019 Deed, the purchase agreement, all due diligence materials, title reports, surveys, and related correspondence;

(d) any communications between or among Ridgemark, Roland P. Thurmond, the Estate of Roland P. Thurmond, Thurmond Industrial Holdings, Inc., or any related party regarding the Cross-Parcel Easement or access to the southern parcel; and

(e) any communications with Seminole County or any governmental authority regarding the easement, access to the southern parcel, the condition of Lakemont Trail, or Ridgemark's proposed development of the southern parcel.

Fairwater respectfully but firmly requests that Ridgemark refrain from any attempt to physically access, use, traverse, or encroach upon the Fairwater Property pending resolution of this dispute. Any unauthorized entry onto the Fairwater Property by Ridgemark, its agents, contractors, employees, invitees, or any person acting on Ridgemark's behalf will be treated as a trespass and will be met with all appropriate legal remedies, including without limitation injunctive relief and an action for damages.

Should you wish to discuss this matter further or to explore any resolution short of litigation, you may contact the undersigned directly at the telephone number or email address set forth below. Fairwater trusts that this letter makes its position clear and unambiguous. Fairwater considers the matter of the Cross-Parcel Easement to be resolved: the easement was extinguished years ago by operation of law, and no valid basis exists for Ridgemark's claims. Should Ridgemark nonetheless elect to pursue legal action, Fairwater will vigorously defend its property rights in any forum.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Francesca Morano Partner

Telephone: (202) 454-7836

Email: fmorano@calderwoodharkness.com

cc:

Denise M. Whitford, Esq., General Counsel, Fairwater Real Estate Investment Trust, 1400 Waverly Park Drive, Suite 600, Bethesda, MD 20814

Gerald K. Sung, SVP, Asset Management, Fairwater Real Estate Investment Trust

Jeffrey Park, Esq., Calderwood & Harkness LLP

Brenda Hargrove, Esq., Hargrove & Liddell, P.A., 501 East Church Street, Suite 300, Orlando, FL 32801

Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law
1725 K Street NW, Suite 1100 Washington, DC 20006
Telephone: (202) 454-7800 Facsimile: (202) 454-7801 General Inquiries: info@calderwoodharkness.com www.calderwoodharkness.com
May 14, 2021
Via Certified Mail, Return Receipt Requested, and Electronic Mail
Marco D. Castellon, Esq. Castellon Foley & Ruiz LLP 228 South Orange Avenue, Suite 1400 Orlando, FL 32801
Re: Response to Demand Letter Dated April 2, 2021 on Behalf of Ridgemark Development Partners LLC Regarding Alleged Easement Rights Over Property Located at 4250 Commerce Park Boulevard, Sanford, FL 32771 (Seminole County)
Our Client: Fairwater Real Estate Investment Trust
Dear Mr. Castellon:
This firm, Calderwood & Harkness LLP, represents Fairwater Real Estate Investment Trust ("Fairwater" or "FREIT"), a Maryland real estate investment trust, in connection with the above-referenced matter. We write in response to your correspondence dated April 2, 2021, sent on behalf of your client, Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company, in which Ridgemark asserts the existence of a perpetual, non-exclusive ingress/egress and utility easement (the "Cross-Parcel Easement") across Fairwater's property located at 4250 Commerce Park Boulevard, Sanford, Florida 32771 (the "Fairwater Property"). In your demand letter, Ridgemark requested that Fairwater acknowledge the continued existence of this easement and accommodate Ridgemark's access to and across the Fairwater Property within sixty (60) days of the date of your letter.
Fairwater has carefully reviewed the demand letter, the underlying factual assertions contained therein, and all relevant recorded instruments in the Public Records of Seminole County, Florida. Following a thorough analysis of the applicable recorded instruments, the chain of title to the Fairwater Property, the relevant Seminole County plat records, and controlling Florida statutory and common law, Fairwater firmly denies the continued validity, enforceability, or existence of the alleged Cross-Parcel Easement. Fairwater's position is set forth in detail below.
1. Background and Property Description
The Fairwater Property consists of an approximately 42.7-acre parcel of real property improved with the Fairwater Sanford Logistics Center, a 614,000-square-foot Class-A cross-dock distribution facility situated in Seminole County, Florida. The facility is located within the Commerce Park Boulevard industrial corridor, an area that has undergone significant development and replatting over the past two decades.
Fairwater acquired the Fairwater Property on October 7, 2016 from Sunbelt Distribution Centers, Inc. ("Sunbelt"), a Florida corporation, for a total purchase price of $47,300,000.00, pursuant to a Purchase and Sale Agreement dated August 12, 2016. The conveyance was effected by special warranty deed recorded in the Official Records of Seminole County, Florida.
At the time of Fairwater's acquisition, a thorough and comprehensive title examination was conducted by Tidewater Abstract & Title, LLC, a licensed title agency operating in the State of Florida. A title commitment was issued bearing Commitment No. TWA-2016-09821 (the "Title Commitment"). The Title Commitment reflected a full and complete search of the Public Records of Seminole County, Florida, and did not identify the Cross-Parcel Easement—or any easement in favor of the southern parcel now owned by Ridgemark—as an exception to or encumbrance upon the Fairwater Property. The Title Commitment's Schedule B, Part II, which details exceptions from coverage, contained no reference to the Cross-Parcel Easement, the 1998 Special Warranty Deed referenced in your letter, or any other cross-parcel access right burdening the Fairwater Property for the benefit of the adjacent southern parcel.
Upon closing, an owner's title insurance policy (Policy No. MTU-2016-FL-089312) was issued by Meridian Title Underwriters, Inc. (the "Title Policy") insuring Fairwater's fee simple interest in the Fairwater Property. The Title Policy likewise omitted the Cross-Parcel Easement from its schedule of exceptions and encumbrances. Fairwater accepted title to and paid full consideration for the Fairwater Property in reliance upon the Title Commitment and the Title Policy, both of which confirmed that the Fairwater Property was not encumbered by any cross-parcel easement in favor of the southern parcel.
The Fairwater Property is presently subject to a long-term triple-net lease with a single tenant, Condor Supply Chain Solutions, Inc. ("Condor"), a national third-party logistics provider. Pursuant to the terms of that lease, Condor holds exclusive operational control over truck-court ingress and egress on the Fairwater Property. Condor's distribution operations involve heavy commercial vehicle traffic, including tractor-trailers, and require unimpeded control of all vehicular access points on the premises. The significance of this operational reality is discussed further in Section 7 below.
2. The Cross-Parcel Easement and Its History
Your demand letter references a 60-foot-wide non-exclusive ingress/egress and utility easement purportedly created by an express grant contained in a Special Warranty Deed recorded on June 22, 1998, in Official Records Book 4517, Page 1283, of the Public Records of Seminole County, Florida (the "1998 Deed"). According to your letter, the easement was described in the 1998 Deed as running along the eastern boundary of the northern parcel (now the Fairwater Property) in a generally north-south orientation, connecting the southern parcel (now owned by Ridgemark, identified as Seminole County Parcel ID: 25-20-30-500-0030-0000, a 16.3-acre undeveloped tract) to Commerce Park Boulevard, a public roadway.
The original grantor identified in the 1998 Deed was Thurmond Industrial Holdings, Inc. ("Thurmond Industrial"), a Florida corporation, and the original grantee was Sunbelt Distribution Centers, Inc., which at the time of the conveyance became the fee owner of the northern parcel that is now the Fairwater Property. As we understand the history, the easement was created in connection with the original subdivision of the Commerce Park Boulevard industrial tract, at a time when the southern parcel had no direct improved access to a public right-of-way and the 60-foot easement corridor across the eastern margin of the northern parcel was intended to provide interim vehicular and utility access to the southern parcel pending further development and platting of the area.
Calderwood & Harkness acknowledges, for purposes of this letter, that an easement corresponding to the Cross-Parcel Easement was at one time recorded in the Public Records of Seminole County, Florida, and was depicted on the plat of Commerce Park Boulevard Phase I. We do not dispute the historical fact of that recording. However, as set forth in detail below, that easement was extinguished by operation of law well prior to Fairwater's acquisition of the Fairwater Property in October 2016, and it no longer exists as a valid encumbrance upon the Fairwater Property or as an appurtenant right benefiting the southern parcel.
3. Extinguishment by the 2014 Replat
On September 15, 2014, Seminole County recorded the "Commerce Park Boulevard Phase II Replat" (the "2014 Replat") in Plat Book 78, Pages 44–46, of the Public Records of Seminole County, Florida. The 2014 Replat was duly approved by the Board of County Commissioners of Seminole County and was executed, acknowledged, and recorded in accordance with the requirements of Chapter 177 of the Florida Statutes governing the platting and subdivision of lands within the State of Florida.
The 2014 Replat encompassed the entirety of the Commerce Park Boulevard Phase I plat area, including both the northern parcel (now the Fairwater Property) and the southern parcel (now owned by Ridgemark), as well as surrounding parcels and rights-of-way. The 2014 Replat reconfigured lot lines, modified certain parcel boundaries, dedicated new public rights-of-way—including a widened segment of Commerce Park Boulevard and a new cul-de-sac—and, critically, expressly vacated prior private easements within the replat boundary.
The 2014 Replat contains the following operative language, set forth in the certificate of dedication and general notes appearing on Sheet 1 (Plat Book 78, Page 44):
"All private easements shown on the prior plat are hereby vacated except as otherwise noted herein."
This language is unambiguous and comprehensive in its scope. It operates as an express vacation of all private easements depicted on the Commerce Park Boulevard Phase I plat, subject only to those easements specifically identified elsewhere in the 2014 Replat as surviving or being expressly preserved. A review of the 2014 Replat in its entirety—including all sheets, notes, certifications, and dedications—confirms that the Cross-Parcel Easement was not among those easements "otherwise noted" or preserved. The Cross-Parcel Easement was therefore vacated by operation of the express terms of the 2014 Replat.
Fairwater's position is that the Cross-Parcel Easement, whether characterized as having been created by the separate 1998 Deed or as having been depicted on the Commerce Park Boulevard Phase I plat (or both), fell squarely within the scope of the 2014 Replat's vacation language. This conclusion rests on two independent grounds:
(a) The easement corridor was depicted on the prior plat of Commerce Park Boulevard Phase I as a 60-foot private easement running along the eastern boundary of the northern parcel. The easement was thus "shown on the prior plat" within the plain and ordinary meaning of the vacation language contained in the 2014 Replat.
(b) Even if the Cross-Parcel Easement is characterized as originating solely in a separate deed instrument (the 1998 Deed) rather than in the plat itself, the easement corridor was located entirely within the geographic scope of the 2014 Replat area, and the easement was not excepted from the vacation. The 2014 Replat, as a comprehensive replatting of the entire Commerce Park Boulevard subdivision, superseded the prior plat in its entirety, including all easements and encumbrances depicted thereon or associated with the land within its boundaries.
Under Florida law, a replat duly approved and recorded by the county in accordance with Chapter 177 of the Florida Statutes has the legal effect of vacating and superseding the prior plat in all respects, including private easements that are not expressly reserved or excepted in the replat instrument. See Fla. Stat. § 177.101 (governing the replatting of subdivided lands); see also Shaughnessy v. Provence Master Ass'n, Inc., 276 So. 3d 109 (Fla. 5th DCA 2019) (holding that a replat extinguished easements not preserved in the new plat); Villas of Lake Jackson Homeowners Ass'n v. Leon County, 121 So. 3d 599 (Fla. 1st DCA 2013) (recognizing the authority of a replat to vacate prior plat provisions, including private easements). The policy underlying this body of law is clear: a replat is intended to comprehensively redefine the rights, obligations, and encumbrances applicable to the land within its scope, and easements not carried forward into the replat are deemed vacated.
It is further significant that at the time the 2014 Replat was recorded, neither the then-owner of the southern parcel—Roland P. Thurmond, individually or through his affiliated entities—nor any other party filed an objection to, or sought to challenge, the vacation of the Cross-Parcel Easement. No claim was filed in any court of competent jurisdiction to preserve the easement or to contest the effect of the replat. No lis pendens was recorded against the Fairwater Property or the southern parcel. The complete absence of any contemporaneous objection or legal challenge by the holder of the purported dominant estate further evidences the understanding of all parties at the time that the Cross-Parcel Easement had been extinguished by the 2014 Replat and that no party retained any rights thereunder.
4. Additional Grounds Supporting Extinguishment
In addition to extinguishment by the 2014 Replat, the Cross-Parcel Easement was independently extinguished on at least two additional grounds, either of which would be sufficient standing alone to defeat Ridgemark's claim.
(a) Merger of Dominant and Servient Estates
Calderwood & Harkness's review of the chain of title to both the northern parcel (the servient estate) and the southern parcel (the dominant estate) reveals that between approximately 2012 and 2014, both parcels came under the common ownership of the Thurmond family and related entities. Specifically, Thurmond Industrial Holdings, Inc. reacquired the northern parcel from Sunbelt Distribution Centers, Inc. in approximately 2012, at a time when Roland P. Thurmond—the sole principal of Thurmond Industrial—also held title to the southern parcel through a related entity. As a result, from at least 2012 through the date of the 2014 Replat, both the dominant and servient estates were held by a common owner or commonly controlled entities.
Under well-settled Florida real property law, when the dominant and servient estates are united in a single ownership, an easement appurtenant is extinguished by operation of the doctrine of merger. This principle is firmly established: "An easement is extinguished when the dominant and servient tenements come into the same ownership, since a person cannot have an easement in his own land." Villas of Lake Jackson, 121 So. 3d at 602; see also Restatement (Third) of Property: Servitudes § 7.5 (2000); Moorings Ass'n of Moorings Park, Inc. v. Ardissone, 614 So. 2d 1145 (Fla. 2d DCA 1993). Once merged, the easement is destroyed and does not automatically revive upon subsequent severance of the parcels. See Villas of Lake Jackson, 121 So. 3d at 603 ("Upon merger, the easement is destroyed, and if the properties are subsequently conveyed to separate owners, the easement does not automatically spring back into existence.").
Accordingly, the Cross-Parcel Easement was independently extinguished by merger during the period of common Thurmond family ownership, prior to and separate from the vacation effected by the 2014 Replat. This constitutes an additional, freestanding legal basis for the absence of any easement encumbering the Fairwater Property.
(b) Estoppel and Laches
To the extent Ridgemark contends that the Cross-Parcel Easement survived both the 2014 Replat and the period of common ownership—a position Fairwater categorically rejects—Ridgemark's claim is independently barred by the doctrines of estoppel and laches.
The 2014 Replat was a matter of public record from and after September 15, 2014. It was recorded in the Public Records of Seminole County, Florida, and was available for inspection by any party, including Roland P. Thurmond, his estate, his successors, and their counsel. The recording of the 2014 Replat provided constructive notice to all persons of the vacation of the Cross-Parcel Easement.
Roland P. Thurmond, as the then-owner of the southern parcel (the purported dominant estate), took no action whatsoever to challenge the vacation of the easement or to assert any claim of continued easement rights from the date of the replat's recording on September 15, 2014, through the date of his death (which we understand to have occurred in or around 2017). The Estate of Roland P. Thurmond likewise took no action to preserve or reassert the claimed easement during its administration of Mr. Thurmond's estate.
Ridgemark acquired the southern parcel from the Estate of Roland P. Thurmond on March 8, 2019, for a purchase price of $2,150,000.00—nearly five full years after the 2014 Replat was recorded. Ridgemark, which is a sophisticated real estate development company, had full access to the Seminole County public records at the time of its acquisition and was on constructive notice of the 2014 Replat and its express vacation of private easements. Despite this, Ridgemark took no action to assert the alleged Cross-Parcel Easement until its demand letter dated April 2, 2021—more than six and one-half years after the replat was recorded and more than two years after Ridgemark's own acquisition of the southern parcel.
During this extended intervening period, significant events occurred that make any belated assertion of easement rights inequitable:
• Fairwater acquired the Fairwater Property on October 7, 2016 in good faith, for substantial consideration, and without actual or constructive notice of any claimed Cross-Parcel Easement, in reliance upon the title examination, the Title Commitment, and the Title Policy, all of which confirmed the absence of the easement;
• Fairwater invested substantial capital in the Fairwater Property, including costs associated with the acquisition, improvements, and ongoing operations of the Fairwater Sanford Logistics Center;
• Fairwater entered into a long-term triple-net lease with Condor Supply Chain Solutions, Inc., which lease grants Condor exclusive operational control over truck-court ingress and egress on the property and which was negotiated on the basis that the Fairwater Property was free and clear of any cross-parcel easement; and
• Fairwater has operated, maintained, and managed the Fairwater Property continuously since 2016 without any assertion by any party of easement rights across the property's eastern boundary.
The unreasonable and prolonged delay by both Ridgemark and its predecessor in interest in asserting the claimed easement, combined with Fairwater's material change in position, its substantial investment, its good-faith reliance on the public record, and the prejudice it would suffer if a previously extinguished easement were now to be imposed upon its property, support defenses of both equitable estoppel and laches under Florida law. See Trustees of Tufts Coll. v. Triple R Ranch, Inc., 275 So. 2d 521, 523 (Fla. 1973) (recognizing laches as a bar to claims of property interests where there has been unreasonable delay resulting in prejudice); Bailey v. Baxter, 130 So. 3d 786, 789 (Fla. 5th DCA 2014) (applying estoppel in the context of competing real property claims where detrimental reliance was established).
5. Ridgemark's Deed Recital Does Not Revive an Extinguished Easement
Fairwater is aware that the special warranty deed by which Ridgemark acquired the southern parcel on March 8, 2019 from the Estate of Roland P. Thurmond (the "2019 Deed") contains a recital purporting to convey the southern parcel "together with" the Cross-Parcel Easement as an appurtenant right. This recital appears to be the primary basis upon which Ridgemark asserts the continued existence of the easement.
However, a recital in a deed cannot create or revive an easement that has already been extinguished as a matter of law. It is a fundamental principle of Florida real property law that a grantor cannot convey that which the grantor does not own. The maxim nemo dat quod non habet applies with full force here. If the Cross-Parcel Easement had already been extinguished—whether by the 2014 Replat, by merger, or by both—then the Estate of Roland P. Thurmond held no easement interest to convey at the time of the 2019 Deed, and the recital of such an interest in the deed was without legal effect.
The mere recital of a previously vacated easement in a subsequent conveyance does not operate to re-encumber the servient estate. See Thompson on Real Property § 60.06(b)(4) (Thomas ed. 2010) ("A reference in a deed to an easement that has been extinguished does not revive the easement."). This principle is especially compelling where, as here, the servient estate has already been conveyed to a bona fide purchaser without notice of the claimed encumbrance. Fairwater took title to the Fairwater Property on October 7, 2016—more than two full years before Ridgemark's acquisition of the southern parcel on March 8, 2019—free and clear of the Cross-Parcel Easement, as confirmed by the Title Commitment and the Title Policy. The 2019 Deed's recital of an easement that had already been extinguished and that had not appeared in the title records of the servient estate for years cannot retroactively impose an encumbrance on the Fairwater Property or impair Fairwater's title.
To hold otherwise would undermine the integrity of the public recording system and the reliance interests of bona fide purchasers, which are central to Florida's recording statutes and the Torrens-like protections afforded to those who acquire real property in good faith, for value, and without notice of adverse claims. See Fla. Stat. § 695.01 et seq.; see also Argent Mortg. Co., LLC v. Wachovia Bank, N.A., 556 F.3d 1273 (11th Cir. 2009) (applying Florida law and recognizing protections for bona fide purchasers under Florida's recording statutes).
6. Fairwater's Position on Ridgemark's Demand
Based on the foregoing analysis, Fairwater categorically denies that the Cross-Parcel Easement remains in effect or that Ridgemark holds any easement rights—whether express, implied, prescriptive, or by necessity—over the Fairwater Property. The Cross-Parcel Easement was extinguished by the 2014 Replat, independently extinguished by merger during the period of common Thurmond family ownership, and any belated claim thereto is barred by estoppel and laches.
Fairwater therefore declines Ridgemark's request to acknowledge the continued existence of the Cross-Parcel Easement. Fairwater further declines Ridgemark's request to accommodate Ridgemark's access across the Fairwater Property. Fairwater will not grant, authorize, or permit any physical entry upon or use of the Fairwater Property by Ridgemark, its agents, contractors, tenants, invitees, or any person acting on Ridgemark's behalf, in reliance upon the alleged Cross-Parcel Easement or any other claimed right of access.
To the extent your demand letter suggests that Ridgemark's intended development of the southern parcel—described therein as a proposed 96-unit light-industrial flex-space park—creates any right to burden the Fairwater Property with easement access, Fairwater respectfully but firmly disagrees. A party's development plans, no matter how commercially desirable, do not create easement rights over the land of another. The fact that Ridgemark has identified a use for its property that may require improved vehicular access does not give rise to an implied easement, a prescriptive right, or an easement by necessity across the Fairwater Property.
Your letter further suggests that Ridgemark's southern parcel has only one other frontage—Lakemont Trail, an unpaved county right-of-way—which Ridgemark contends is inadequate for commercial truck traffic. Even accepting this characterization for purposes of argument, the inadequacy of Ridgemark's existing access does not confer upon Ridgemark any right of necessity over privately held land. An easement by necessity arises only upon a showing that the dominant parcel is landlocked—that is, that it has no access to a public road—and even then, only in limited circumstances and under strict requirements. See Tortoise Island Cmtys., Inc. v. Moorings Ass'n of Moorings Park, Inc., 489 So. 2d 22 (Fla. 1986). Here, the southern parcel has existing frontage on a public right-of-way, and the mere inconvenience or cost of improving that access does not satisfy the legal standard for an easement by necessity under Florida law.
To the extent Ridgemark requires improved access for its development plans, Fairwater respectfully suggests that such access should be pursued through appropriate channels with Seminole County—including, without limitation, petitioning the County to improve Lakemont Trail or to establish alternative access—or through voluntary negotiation with adjacent landowners, not by assertion of an extinguished easement against Fairwater's property.
7. Impact on Fairwater's Operations and Tenant
Without waiving any of the foregoing rights or defenses, and without conceding the existence of any easement rights in favor of Ridgemark, Fairwater notes that any purported easement use across the eastern boundary of the Fairwater Property would be operationally incompatible with the existing use of the Fairwater Property and would cause material harm to Fairwater and its tenant.
As noted above, the Fairwater Property is occupied by Condor Supply Chain Solutions, Inc. under a 12-year triple-net lease (the "Condor Lease"), pursuant to which Condor holds exclusive operational control over all truck-court ingress and egress on the premises. The Condor Lease was negotiated and executed on the express basis that the Fairwater Property was free and clear of any third-party access rights, and Condor's distribution operations—which involve the continuous staging, loading, and dispatch of heavy commercial tractor-trailer vehicles—require unimpeded control over all vehicular movement on the property. The eastern boundary of the Fairwater Property abuts the Condor truck court, and any additional traffic across this area by Ridgemark, its tenants, their vehicles, or other third parties would materially disrupt Condor's logistics operations, introduce safety hazards, compromise the security of the facility, and would be fundamentally inconsistent with the terms and intended operation of the Condor Lease.
The imposition of an easement across an active Class-A distribution facility of this nature—years after the easement was extinguished and after the servient estate has been developed and leased in reliance on its absence—would cause significant economic and operational injury to Fairwater and to Condor. This practical reality further underscores the inequity and untimeliness of Ridgemark's belated claim.
8. Reservation of Rights
Fairwater expressly reserves all rights, claims, remedies, and defenses available to it at law or in equity, whether arising under the recorded instruments referenced herein, the laws of the State of Florida (including without limitation Chapter 177 of the Florida Statutes and the Florida recording statutes), the common law of the State of Florida, the terms of Fairwater's Title Policy, or otherwise.
Nothing in this letter shall be construed as a waiver of any right or defense, an admission of any fact or legal conclusion, or a concession of any kind. Nothing herein shall be construed as an acknowledgment that the Cross-Parcel Easement was ever validly created, that it continued in existence beyond the date of the 2014 Replat, or that Ridgemark possesses any property right of any nature over the Fairwater Property.
Fairwater reserves the right to assert any and all affirmative defenses in any judicial or administrative proceeding that may arise from this dispute, including but not limited to extinguishment by replat, extinguishment by merger of the dominant and servient estates, equitable estoppel, laches, bona fide purchaser for value without notice, failure to state a claim, statute of limitations, and any other applicable defense available under the laws of the State of Florida or any other applicable jurisdiction.
This letter is written without prejudice to Fairwater's rights under its owner's title insurance policy (Policy No. MTU-2016-FL-089312, issued by Meridian Title Underwriters, Inc.) and any claims Fairwater may assert thereunder, including without limitation claims for defense, indemnification, and/or damages arising from any challenge to Fairwater's title to the Fairwater Property.
9. Request for Preservation of Evidence and No Further Action
To the extent Ridgemark intends to pursue litigation or any other legal proceeding regarding this matter, Fairwater hereby requests that Ridgemark and its counsel immediately implement a litigation hold and preserve all documents, communications, records, and electronically stored information relating to or concerning:
(a) the Cross-Parcel Easement, including the 1998 Deed and any related instruments, correspondence, or agreements;
(b) the 2014 Commerce Park Boulevard Phase II Replat, including all communications with Seminole County or any governmental authority regarding the replat, its approval, and the vacation of easements effected thereby;
(c) the acquisition of the southern parcel by Ridgemark from the Estate of Roland P. Thurmond, including the 2019 Deed, the purchase agreement, all due diligence materials, title reports, surveys, and related correspondence;
(d) any communications between or among Ridgemark, Roland P. Thurmond, the Estate of Roland P. Thurmond, Thurmond Industrial Holdings, Inc., or any related party regarding the Cross-Parcel Easement or access to the southern parcel; and
(e) any communications with Seminole County or any governmental authority regarding the easement, access to the southern parcel, the condition of Lakemont Trail, or Ridgemark's proposed development of the southern parcel.
Fairwater respectfully but firmly requests that Ridgemark refrain from any attempt to physically access, use, traverse, or encroach upon the Fairwater Property pending resolution of this dispute. Any unauthorized entry onto the Fairwater Property by Ridgemark, its agents, contractors, employees, invitees, or any person acting on Ridgemark's behalf will be treated as a trespass and will be met with all appropriate legal remedies, including without limitation injunctive relief and an action for damages.
Should you wish to discuss this matter further or to explore any resolution short of litigation, you may contact the undersigned directly at the telephone number or email address set forth below. Fairwater trusts that this letter makes its position clear and unambiguous. Fairwater considers the matter of the Cross-Parcel Easement to be resolved: the easement was extinguished years ago by operation of law, and no valid basis exists for Ridgemark's claims. Should Ridgemark nonetheless elect to pursue legal action, Fairwater will vigorously defend its property rights in any forum.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Francesca Morano Partner
Telephone: (202) 454-7836
Email: fmorano@calderwoodharkness.com
cc:
Denise M. Whitford, Esq., General Counsel, Fairwater Real Estate Investment Trust, 1400 Waverly Park Drive, Suite 600, Bethesda, MD 20814
Gerald K. Sung, SVP, Asset Management, Fairwater Real Estate Investment Trust
Jeffrey Park, Esq., Calderwood & Harkness LLP
Brenda Hargrove, Esq., Hargrove & Liddell, P.A., 501 East Church Street, Suite 300, Orlando, FL 32801
Enclosures: None

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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