1036-00003 · Ridgemark Development Partners · Engagement

engagement-letter-fairwater-reit.docx DOCUMENT Litigation

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PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Attorneys at Law 1725 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 553-7400 Facsimile: (202) 553-7401 www.calderwoodharkness.com

July 12, 2021

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

Re: Engagement of Calderwood & Harkness LLP by Fairwater Real Estate Investment Trust — Defense of Declaratory Judgment Action, Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida

Our Matter No.: 1036-00003

Dear Ms. Whitford:

Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent Fairwater Real Estate Investment Trust ("Fairwater" or "the Client"), a Maryland real estate investment trust. We are grateful for the confidence you have placed in the Firm, and we look forward to providing Fairwater with the highest quality of legal representation. This letter confirms the terms and conditions of our engagement and sets forth the mutual understandings governing the attorney-client relationship between the Firm and the Client.

This engagement letter follows the discussions between Francesca Morano, a partner of the Firm, and you, as General Counsel of Fairwater, regarding the representation of Fairwater in connection with the dispute with Ridgemark Development Partners LLC ("Ridgemark") concerning asserted easement rights over Fairwater's property located at 4250 Commerce Park Boulevard, Sanford, Florida 32771. We understand, based on those discussions and the Firm's prior involvement in responding to the pre-suit demand letter from Ridgemark's counsel, that formal litigation is imminent. This letter is intended to memorialize the scope, terms, and conditions under which the Firm will undertake the defense of Fairwater in that litigation.

Please review this letter carefully. If the terms set forth herein are acceptable, please sign and return a copy of this letter to the Firm at your earliest convenience. We are happy to discuss any questions or concerns you may have before you sign.

1. Scope of Engagement

The Firm is retained to represent Fairwater in the defense of a declaratory judgment action that Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company, is anticipated to file imminently in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. As you are aware, the Firm previously responded, on May 14, 2021, to the pre-suit demand letter dated April 2, 2021 that was transmitted by Ridgemark's counsel, Castellon Foley & Ruiz LLP, asserting that Ridgemark intends to seek judicial confirmation of purported easement rights over Fairwater's property in Sanford, Florida. Based on subsequent communications and Ridgemark's stated intention to pursue litigation, we understand that a formal complaint for declaratory judgment is expected to be filed in the near term. Upon the filing of such complaint, the Firm will immediately undertake the defense of Fairwater in the action.

The underlying dispute concerns the following: Ridgemark claims a perpetual, non-exclusive ingress/egress and utility easement (referred to herein as the "Cross-Parcel Easement") across Fairwater's 42.7-acre logistics facility located in Sanford, Florida, which easement was originally recorded on June 22, 1998 in Official Records Book 4517, Page 1283, of the Public Records of Seminole County, Florida. Fairwater's position, which the Firm will assert and defend in the litigation, is that the Cross-Parcel Easement was extinguished by operation of law and by the acts of the relevant parties, including without limitation the recording of the Commerce Park Boulevard Phase II Replat on September 15, 2014, as recorded in Plat Book 78, Pages 44–46, of the Public Records of Seminole County, Florida, and that Ridgemark has no continuing right, title, or interest in or to the Cross-Parcel Easement.

The property at issue in this engagement is the Fairwater Sanford Logistics Center, located at 4250 Commerce Park Boulevard, Sanford, Florida 32771. The property consists of an approximately 42.7-acre parcel improved with a 614,000-square-foot Class-A cross-dock distribution facility. Fairwater acquired the property on October 7, 2016 for a purchase price of approximately $47.3 million.

The action is expected to be styled Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, and will be venued in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida.

The scope of this engagement includes all aspects of the defense of the above-referenced action at the trial-court level, including but not limited to the preparation and filing of responsive pleadings, affirmative defenses, and counterclaims (if warranted); the conduct and defense of all discovery, including written discovery, document production, and depositions; motions practice, including dispositive motions such as motions for summary judgment; preparation for and participation in court-ordered mediation or other alternative dispute resolution proceedings; trial preparation and the trial itself, whether by bench trial or jury trial; and post-trial proceedings at the trial-court level, including motions for rehearing and motions regarding costs and attorney's fees.

Notwithstanding the foregoing, the scope of this engagement specifically does not include any of the following:

(a) Appeals. Any appellate proceedings arising from a final judgment or other appealable order in the action would require a separate engagement letter and agreement between the Firm and the Client.

(b) Separate Litigation or Proceedings Involving Other Parties. The Firm is not retained to represent Fairwater in any separate litigation or proceedings involving other parties, including, without limitation, any proceedings involving Fairwater's title insurer (Meridian Title Underwriters, Inc.), Fairwater's tenant at the subject property (Condor Supply Chain Solutions, Inc.), Fairwater's lender (Pinnacle Shores Bank, N.A.), or any other person or entity, unless the Firm and the Client specifically agree in writing to expand the scope of the engagement to cover such proceedings.

(c) Regulatory Filings. The engagement does not include the preparation or submission of any regulatory filings, SEC disclosures, or compliance documentation related to the dispute or the property, unless specifically agreed in writing.

(d) Transactional Work. The engagement does not include any transactional work related to the property, including but not limited to lease negotiations, financing or refinancing transactions, sale or disposition of the property, or real estate tax matters.

The scope of this engagement may be expanded or modified by mutual written agreement between the Firm and the Client at any time. Any such expansion or modification should be confirmed in writing and signed by authorized representatives of both parties.

2. Engagement Team

The following attorneys of the Firm will serve as the primary engagement team for this matter:

Francesca Morano — Responsible Partner, Litigation (General). Ms. Morano will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for the Client. Ms. Morano will be responsible for setting the strategic direction of the defense, overseeing all substantive legal work, and serving as the Firm's principal point of contact with you and other senior representatives of Fairwater on matters of significance. Ms. Morano has extensive experience in complex commercial litigation, including real property disputes, title litigation, and easement controversies in multiple jurisdictions.

Samuel Eklund — Billing Partner, Litigation (General). Mr. Eklund will oversee billing, budget management, and all financial aspects of the engagement. Any questions or concerns regarding invoices, billing rates, or budgetary matters should be directed to Mr. Eklund.

Jeffrey Park — Lead Associate, Litigation (General). Mr. Park will be the primary day-to-day attorney on the matter and will be responsible for the preparation and drafting of all pleadings, discovery requests and responses, motions, and other court filings. Mr. Park will also coordinate directly with local counsel in Florida (as described in Section 3 below) and will manage the day-to-day workflow and litigation calendar.

Yuki Nakamura — Working Associate, Litigation (General). Ms. Nakamura will assist Mr. Park with legal research, discovery, and document review. Ms. Nakamura will also assist with the preparation of memoranda of law, motion briefing, and trial preparation materials.

From time to time, other attorneys and professional staff of the Firm, including paralegals, litigation support specialists, and administrative staff, may work on the matter as needed to ensure efficient and effective representation. The Client will be informed of any material changes to the core engagement team, including the departure or reassignment of any of the attorneys identified above.

The Firm has designated the following individuals as the primary client contacts for this engagement:

• Denise M. Whitford, Esq., General Counsel, Fairwater Real Estate Investment Trust — primary legal contact for all matters relating to the engagement.

• Gerald K. Sung, Senior Vice President, Asset Management, Fairwater Real Estate Investment Trust — primary business contact for matters relating to the Sanford property, including operational questions, tenant coordination, and property-specific factual information.

We ask that the Client route all substantive communications regarding this matter through Ms. Whitford (or her designee) to ensure consistency and to help preserve the attorney-client privilege.

3. Florida Local Counsel

Because the action is pending (or will be pending) in a Florida state court, and because certain members of the Firm's engagement team are not admitted to the Florida Bar, the Firm will retain local counsel in the State of Florida to assist with local filings, court appearances, compliance with the Florida Rules of Civil Procedure and the Florida Rules of Judicial Administration, and such other matters as may require the involvement of Florida-admitted counsel.

The Firm recommends, and with the Client's approval will retain, Hargrove & Liddell, P.A., 501 East Church Street, Suite 300, Orlando, Florida 32801, as Florida local counsel for this matter. Hargrove & Liddell is a well-regarded Orlando-based litigation firm with significant experience in real property disputes, title litigation, and easement cases in the Seminole County courts and throughout the Eighteenth Judicial Circuit. The primary contact at Hargrove & Liddell for this engagement will be Brenda Hargrove, Esq. (Florida Bar No. 0987214), a founding partner of the firm.

Hargrove & Liddell, P.A. will bill the Client directly pursuant to a separate fee arrangement between the Client and that firm. For your reference, the current hourly rates at Hargrove & Liddell are as follows:

• Partners: $475 per hour

• Associates: $325 per hour

The Firm will coordinate all aspects of the defense with Hargrove & Liddell, P.A. and will retain primary strategic and substantive responsibility for the overall direction of the case. Hargrove & Liddell will operate under the Firm's strategic guidance with respect to all substantive matters but will exercise independent professional judgment in connection with local procedural matters and their obligations under the Florida Rules of Professional Conduct.

By signing this engagement letter, the Client acknowledges and consents to the sharing of confidential and privileged information with Hargrove & Liddell, P.A. for purposes of the joint representation. All such information shared with Hargrove & Liddell will remain subject to the attorney-client privilege and the work-product doctrine, and Hargrove & Liddell will be bound by the same obligations of confidentiality as the Firm with respect to such information.

4. Fees and Billing Rates

The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. The Firm's current standard hourly rates applicable to this matter are as follows:

These rates reflect the Firm's standard billing rates as of the date of this letter. The Firm's billing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing of any rate changes at least thirty (30) days in advance of the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services already rendered.

All time worked on the matter by the Firm's attorneys and professional staff will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous time records reflecting the date of service, the amount of time spent, and a narrative description of the work performed.

5. Estimated Budget

Based on the Firm's current understanding of the facts, the legal issues, and the anticipated scope and complexity of the litigation, the Firm estimates that the total professional fees for the defense of this action through trial will be in the range of $350,000 to $475,000. This estimate reflects the Firm's good-faith assessment of the probable course of the litigation and is informed by the Firm's experience in similar real property and easement disputes.

This estimate is based on the following assumptions, among others:

(a) The litigation will involve a single plaintiff (Ridgemark) and will not be complicated by the intervention or joinder of additional parties;

(b) discovery will be of a scope and volume typical for a real property declaratory judgment action in a Florida circuit court, including a reasonable number of depositions (estimated at six to ten), written discovery, and document production;

(d) The parties will participate in one mediation session, as is typically required by the Eighteenth Judicial Circuit;

(e) The case will proceed to a bench trial of approximately three to five days in duration, to be held in Seminole County, Florida; and

(f) The issues and defenses remain substantially as currently understood.

This estimate specifically does not include the following, which represent potential additional costs beyond the estimated range:

(a) Fees of Hargrove & Liddell, P.A. (Florida local counsel), which will be billed separately as described in Section 3 above;

(b) Expert witness fees and costs, including fees for retained experts, consulting experts, and any rebuttal experts that may be necessary;

(d) Any collateral, related, or ancillary proceedings, including proceedings involving Fairwater's title insurer, lender, or tenant; and

(e) Intervention by third parties or the assertion of claims by additional parties, which may materially increase the complexity and cost of the litigation.

The estimate provided above is intended solely for budgeting purposes and does not constitute a cap, ceiling, or guarantee of fees. Actual fees will depend on numerous factors, many of which are outside the Firm's control, including the opposing party's litigation conduct and strategy, the volume and complexity of discovery, the number and nature of motions filed, the court's rulings and scheduling orders, and the development of factual and legal issues as the case progresses. The Firm will make reasonable efforts to work within the estimated range and will promptly advise the Client if it becomes apparent that fees are likely to exceed the upper end of the estimated range, together with an explanation of the circumstances giving rise to the increased costs and a revised estimate.

6. Costs and Disbursements

In addition to the professional fees described in Section 4, the Client will be responsible for reimbursement of all reasonable costs and out-of-pocket disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements may include, but are not limited to, the following:

• Court filing fees, motion fees, and costs of service of process;

• Travel expenses, including airfare, hotel accommodations, ground transportation (rental car, taxi, rideshare), and meals, for travel by Firm personnel to Seminole County, Florida for hearings, depositions, mediation, trial, and other case-related events;

• Deposition transcript fees, court reporter fees, and videographer fees;

• Copying, printing, scanning, and document production costs, including costs associated with the reproduction of large-volume document sets for production to opposing counsel or for use at depositions and trial;

• Electronic discovery and litigation support vendor costs, including costs associated with the collection, processing, hosting, review, and production of electronically stored information;

• Expert witness fees, including engagement fees, hourly or flat-fee compensation, report preparation fees, and deposition and trial testimony fees (subject to the Client's prior approval of the engagement of each expert);

• Courier, Severin Partners LLC, overnight delivery, and postage charges;

• Computerized legal research charges, including charges incurred through Westmark Data Systems, Sundial Solutions, PACER, and similar electronic research services;

• Pro hac vice admission fees for Firm attorneys seeking admission to practice before the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, or any other court in which proceedings may be held; and

• Other miscellaneous costs reasonably related to the engagement.

As a general practice, the Firm will seek the Client's advance approval before incurring any cost or disbursement in excess of $5,000 in any single category. In the event that exigent circumstances require the expenditure of funds in excess of that threshold without prior approval, the Firm will promptly notify the Client and provide an explanation.

All costs and disbursements will be reflected on the Firm's monthly invoices and will be billed at the Firm's actual cost, without markup, except that in-house copying and printing will be charged at the Firm's standard rate of $0.15 per page.

7. Billing and Payment Terms

The Firm will submit monthly invoices to the Client for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be prepared and transmitted within fifteen (15) business days following the close of each calendar month.

All invoices are due and payable within thirty (30) days of the date of the invoice. Payment should be made by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above, or by wire transfer to the Firm's operating account, the details of which will be provided upon request.

Each invoice will provide reasonable detail regarding the services rendered, including, for each time entry, the date of service, the name of the timekeeper, the number of hours worked, and a narrative description of the work performed. Disbursements will be itemized by category. The Firm will comply with any reasonable billing guidelines or invoice formatting requirements that the Client may provide, to the extent consistent with the Firm's billing systems and practices.

If the Client has questions about or disputes any charge reflected on an invoice, the Client should raise such questions or disputes with Samuel Eklund (Billing Partner) within thirty (30) days of receipt of the invoice. The Firm and the Client will endeavor in good faith to resolve any billing disputes promptly and amicably.

The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date the invoice becomes past due until the date of payment in full. The Firm further reserves the right, upon thirty (30) days' written notice, to suspend work on the matter in the event of a prolonged failure to pay undisputed invoices, subject to the Firm's ethical obligations and any applicable court deadlines.

8. Retainer

The Firm does not require an advance retainer deposit for this engagement. In the event that circumstances change materially during the course of the representation, the Firm reserves the right to request a retainer deposit, which request would be communicated to the Client in writing with a reasonable explanation of the basis therefor.

9. Title Insurance Tender

The Client has informed the Firm that Fairwater holds an owner's title insurance policy, Policy No. MTU-2016-FL-089312, issued by Meridian Title Underwriters, Inc. ("Meridian"), with a policy limit of $47,300,000, in connection with Fairwater's acquisition of the subject property on October 7, 2016. We understand that this policy was issued through Tidewater Abstract & Title, LLC as the issuing agent.

The Firm will prepare and submit, on the Client's behalf, a formal tender of the defense of this action to Meridian Title Underwriters, Inc. under the terms of the title insurance policy. The tender will request that Meridian accept the defense of the action, assume responsibility for defense costs, and indemnify Fairwater against any loss resulting from the claims asserted by Ridgemark regarding the Cross-Parcel Easement. We will also request that Meridian confirm coverage under the policy and identify any exclusions or exceptions that Meridian contends may be applicable.

To the extent that Meridian accepts the defense and agrees to pay defense costs, whether in whole or in part, the Client's out-of-pocket obligations under this engagement letter may be correspondingly reduced. We will work with the Client and with Meridian to coordinate billing and payment arrangements in the event that Meridian agrees to fund all or a portion of the defense costs.

However, until and unless Meridian accepts the defense without reservation and agrees to pay defense costs on an ongoing basis, the Client remains fully responsible for all fees and costs incurred under this engagement letter. The Firm's obligation is to the Client, and the Firm will take direction from the Client, not from Meridian, with respect to all aspects of the defense strategy and the conduct of the litigation, regardless of whether Meridian is funding all or a portion of the defense costs. If Meridian seeks to impose conditions on its acceptance of the defense or to direct the defense in a manner inconsistent with the Client's interests, the Firm will advise the Client accordingly.

10. Conflicts of Interest

The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its internal procedures and the applicable rules of professional conduct. Based on that review, the Firm is not aware of any current conflict of interest that would preclude the Firm from representing Fairwater in this matter.

Specifically, the Firm does not currently represent any of the following persons or entities in any matter: Ridgemark Development Partners LLC; Hector J. Vilanova; Claudia R. Vilanova; Pinnacle Shores Bank, N.A.; Castellon Foley & Ruiz LLP; Condor Supply Chain Solutions, Inc.; Meridian Title Underwriters, Inc.; Tidewater Abstract & Title, LLC; or Kensington Capital Markets, LLC.

As a large, multi-practice law firm, Calderwood & Harkness LLP represents multiple clients across a broad range of industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, clients whose interests may be adverse to Fairwater in matters that are wholly unrelated to this engagement. By signing this engagement letter, the Client agrees that the Firm may continue to represent other clients in matters that are not substantially related to this engagement, even if those other clients may be adverse to Fairwater in such unrelated matters, provided that (a) the Firm maintains appropriate ethical screens and protections to prevent the disclosure of confidential information between engagement teams, and (b) the representation of any such other client does not materially impair the Firm's ability to represent Fairwater effectively in this matter.

If a conflict of interest arises during the course of this engagement, or if the Firm becomes aware of circumstances that could give rise to a conflict, the Firm will promptly notify the Client and discuss the available options, which may include obtaining a written conflict waiver from the affected parties, implementing additional screening measures, or, if the conflict cannot be adequately addressed, the Firm's withdrawal from the representation in accordance with the applicable rules of professional conduct.

11. Confidentiality and Privilege

All communications between the Firm and the Client relating to this engagement are intended to be, and shall be treated as, subject to the attorney-client privilege and the protections afforded by the work-product doctrine. These protections are essential to the effective representation of the Client and should be carefully preserved.

The Client should direct all substantive communications regarding this matter through the Firm, and should avoid discussing the substance of the litigation, the Firm's legal advice, or the Firm's work product with persons outside the attorney-client relationship, except as necessary for legitimate business purposes and with an understanding that such disclosures could, in certain circumstances, result in a waiver of privilege. When it is necessary to share privileged information with individuals within Fairwater's organization who are not part of the core litigation team, the Client should ensure that such sharing is on a need-to-know basis and that recipients are advised of the privileged nature of the communications.

The Client should take care to mark and treat as confidential and privileged any documents, memoranda, analyses, or communications prepared by or at the direction of the Firm. Where practicable, such documents should bear a legend such as "PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or "ATTORNEY WORK PRODUCT."

The Firm will likewise maintain the confidentiality of all information provided by the Client and will not disclose such information to third parties except as authorized by the Client, as necessary in the course of the representation (e.g., in connection with court filings, discovery responses, or communications with local counsel), or as required by law or court order.

12. Document Retention

During the pendency of this engagement, the Firm will maintain files related to the matter, including both paper and electronic files, in accordance with the Firm's document retention policies and applicable professional obligations.

Upon conclusion of the engagement, whether by resolution of the litigation, termination by either party, or otherwise, the Firm will retain the matter files for a period of seven (7) years from the date of the closing of the matter. After the expiration of that seven-year retention period, the Firm may destroy the files, including both paper and electronic files, without further notice to the Client, unless the Client has previously requested their return or unless the Firm is otherwise obligated by law to retain them.

The Client may request the return of its original documents at any time during or after the engagement. Upon such request, the Firm will promptly return all original documents in its possession belonging to the Client. The Firm may retain copies of such documents for its records, subject to its confidentiality obligations.

13. Termination

Either the Client or the Firm may terminate this engagement at any time, for any reason or for no reason, subject to the Firm's ethical obligations under the applicable rules of professional conduct and any orders of the court in which the action is pending.

If the Client terminates the engagement, the Client will remain responsible for the payment of all fees earned and costs incurred by the Firm through the date of termination, including any fees and costs reflected on invoices that have been issued but not yet paid. The Firm will cooperate with the Client and any successor counsel to ensure a smooth transition of the matter, including the prompt transfer of files, documents, and work product.

If the Firm determines that it is necessary or appropriate to withdraw from the representation, the Firm will do so in accordance with the applicable rules of professional conduct, including Rule 1.16 of the District of Columbia Rules of Professional Conduct and any applicable Florida rules, and will seek leave of the court if required by the rules or orders of the court. The Firm will provide the Client with reasonable advance notice of its intention to withdraw to allow the Client a reasonable opportunity to retain successor counsel and to avoid prejudice to the Client's interests.

Upon termination of the engagement by either party, the Firm's obligations under this engagement letter shall survive with respect to the Firm's duties of confidentiality and the preservation of the attorney-client privilege, which obligations shall continue in perpetuity regardless of the termination of the engagement.

14. Governing Law

This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. The rights and obligations of the Firm and the Client under this letter are also subject to the District of Columbia Rules of Professional Conduct and any other applicable rules of professional conduct governing the attorneys involved in the representation.

In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, including any dispute regarding fees, costs, or the quality of services rendered, such dispute shall be resolved by binding arbitration conducted in Washington, D.C. in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, this arbitration provision shall not be construed to limit the Client's right to pursue any remedies available under the applicable rules of professional conduct, including the right to file a complaint with the appropriate attorney disciplinary authority.

15. No Guarantee of Outcome

The Firm will use its best professional efforts on behalf of the Client in connection with this engagement. However, the Firm cannot and does not guarantee any particular result or outcome of the litigation. The outcome of any litigation depends on numerous factors, many of which are inherently uncertain and beyond the control of any party or counsel, including the actions and arguments of opposing counsel, the rulings of the court, the availability and credibility of witnesses, and the development of the factual record. The Firm's estimates of the likelihood of success and the probable range of outcomes, whether provided orally or in writing, represent the Firm's professional judgment based on the information available at the time and should not be construed as promises or guarantees.

16. Entire Agreement; Amendment

This letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral and written understandings, representations, and agreements relating to the subject matter of this engagement. There are no terms, conditions, warranties, or representations, express or implied, other than those contained in this letter.

Any modifications, amendments, or supplements to this engagement letter must be in writing and signed by authorized representatives of both the Firm and the Client. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.

If the foregoing terms are acceptable to Fairwater, please indicate your acceptance by signing and returning a copy of this letter to the Firm. A duplicate original is enclosed for your files.

We are pleased to have the opportunity to represent Fairwater in this matter and look forward to working with you. Should you have any questions regarding this letter or the engagement generally, please do not hesitate to contact Francesca Morano at (202) 553-7418 or fmorano@calderwoodharkness.com.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Francesca Morano

Title: Partner

Date: ________

ACKNOWLEDGMENT AND ACCEPTANCE

The undersigned, on behalf of Fairwater Real Estate Investment Trust, hereby acknowledges receipt of this engagement letter, confirms that she has read and understood its terms, and agrees to the terms and conditions set forth herein.

ACKNOWLEDGED AND AGREED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

By: ________

Name: Denise M. Whitford, Esq.

Title: General Counsel

Date: July _, 2021

cc: Thomas R. Calloway, Chief Executive Officer, Fairwater Real Estate Investment Trust Samuel Eklund, Calderwood & Harkness LLP Jeffrey Park, Calderwood & Harkness LLP Yuki Nakamura, Calderwood & Harkness LLP

Timekeeper Category	Hourly Rate
Partners	$895.00
Associates	$525.00
Paralegals / Legal Assistants (blended rate)	$295.00

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Attorneys at Law 1725 K Street NW, Suite 1100 Washington, DC 20006 Telephone: (202) 553-7400 Facsimile: (202) 553-7401 www.calderwoodharkness.com
July 12, 2021
Denise M. Whitford, Esq. General Counsel Fairwater Real Estate Investment Trust 1400 Waverly Park Drive, Suite 600 Bethesda, MD 20814
Re: Engagement of Calderwood & Harkness LLP by Fairwater Real Estate Investment Trust — Defense of Declaratory Judgment Action, Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida
Our Matter No.: 1036-00003
Dear Ms. Whitford:
Thank you for selecting Calderwood & Harkness LLP ("the Firm," "we," or "us") to represent Fairwater Real Estate Investment Trust ("Fairwater" or "the Client"), a Maryland real estate investment trust. We are grateful for the confidence you have placed in the Firm, and we look forward to providing Fairwater with the highest quality of legal representation. This letter confirms the terms and conditions of our engagement and sets forth the mutual understandings governing the attorney-client relationship between the Firm and the Client.
This engagement letter follows the discussions between Francesca Morano, a partner of the Firm, and you, as General Counsel of Fairwater, regarding the representation of Fairwater in connection with the dispute with Ridgemark Development Partners LLC ("Ridgemark") concerning asserted easement rights over Fairwater's property located at 4250 Commerce Park Boulevard, Sanford, Florida 32771. We understand, based on those discussions and the Firm's prior involvement in responding to the pre-suit demand letter from Ridgemark's counsel, that formal litigation is imminent. This letter is intended to memorialize the scope, terms, and conditions under which the Firm will undertake the defense of Fairwater in that litigation.
Please review this letter carefully. If the terms set forth herein are acceptable, please sign and return a copy of this letter to the Firm at your earliest convenience. We are happy to discuss any questions or concerns you may have before you sign.
1. Scope of Engagement
The Firm is retained to represent Fairwater in the defense of a declaratory judgment action that Ridgemark Development Partners LLC ("Ridgemark"), a Florida limited liability company, is anticipated to file imminently in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida. As you are aware, the Firm previously responded, on May 14, 2021, to the pre-suit demand letter dated April 2, 2021 that was transmitted by Ridgemark's counsel, Castellon Foley & Ruiz LLP, asserting that Ridgemark intends to seek judicial confirmation of purported easement rights over Fairwater's property in Sanford, Florida. Based on subsequent communications and Ridgemark's stated intention to pursue litigation, we understand that a formal complaint for declaratory judgment is expected to be filed in the near term. Upon the filing of such complaint, the Firm will immediately undertake the defense of Fairwater in the action.
The underlying dispute concerns the following: Ridgemark claims a perpetual, non-exclusive ingress/egress and utility easement (referred to herein as the "Cross-Parcel Easement") across Fairwater's 42.7-acre logistics facility located in Sanford, Florida, which easement was originally recorded on June 22, 1998 in Official Records Book 4517, Page 1283, of the Public Records of Seminole County, Florida. Fairwater's position, which the Firm will assert and defend in the litigation, is that the Cross-Parcel Easement was extinguished by operation of law and by the acts of the relevant parties, including without limitation the recording of the Commerce Park Boulevard Phase II Replat on September 15, 2014, as recorded in Plat Book 78, Pages 44–46, of the Public Records of Seminole County, Florida, and that Ridgemark has no continuing right, title, or interest in or to the Cross-Parcel Easement.
The property at issue in this engagement is the Fairwater Sanford Logistics Center, located at 4250 Commerce Park Boulevard, Sanford, Florida 32771. The property consists of an approximately 42.7-acre parcel improved with a 614,000-square-foot Class-A cross-dock distribution facility. Fairwater acquired the property on October 7, 2016 for a purchase price of approximately $47.3 million.
The action is expected to be styled Ridgemark Development Partners LLC v. Fairwater Real Estate Investment Trust, Case No. 2021-CA-002748-18-W, and will be venued in the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida.
The scope of this engagement includes all aspects of the defense of the above-referenced action at the trial-court level, including but not limited to the preparation and filing of responsive pleadings, affirmative defenses, and counterclaims (if warranted); the conduct and defense of all discovery, including written discovery, document production, and depositions; motions practice, including dispositive motions such as motions for summary judgment; preparation for and participation in court-ordered mediation or other alternative dispute resolution proceedings; trial preparation and the trial itself, whether by bench trial or jury trial; and post-trial proceedings at the trial-court level, including motions for rehearing and motions regarding costs and attorney's fees.
Notwithstanding the foregoing, the scope of this engagement specifically does not include any of the following:
(a) Appeals. Any appellate proceedings arising from a final judgment or other appealable order in the action would require a separate engagement letter and agreement between the Firm and the Client.
(b) Separate Litigation or Proceedings Involving Other Parties. The Firm is not retained to represent Fairwater in any separate litigation or proceedings involving other parties, including, without limitation, any proceedings involving Fairwater's title insurer (Meridian Title Underwriters, Inc.), Fairwater's tenant at the subject property (Condor Supply Chain Solutions, Inc.), Fairwater's lender (Pinnacle Shores Bank, N.A.), or any other person or entity, unless the Firm and the Client specifically agree in writing to expand the scope of the engagement to cover such proceedings.
(c) Regulatory Filings. The engagement does not include the preparation or submission of any regulatory filings, SEC disclosures, or compliance documentation related to the dispute or the property, unless specifically agreed in writing.
(d) Transactional Work. The engagement does not include any transactional work related to the property, including but not limited to lease negotiations, financing or refinancing transactions, sale or disposition of the property, or real estate tax matters.
The scope of this engagement may be expanded or modified by mutual written agreement between the Firm and the Client at any time. Any such expansion or modification should be confirmed in writing and signed by authorized representatives of both parties.
2. Engagement Team
The following attorneys of the Firm will serve as the primary engagement team for this matter:
Francesca Morano — Responsible Partner, Litigation (General). Ms. Morano will have overall supervisory responsibility for the engagement and will serve as the primary relationship partner for the Client. Ms. Morano will be responsible for setting the strategic direction of the defense, overseeing all substantive legal work, and serving as the Firm's principal point of contact with you and other senior representatives of Fairwater on matters of significance. Ms. Morano has extensive experience in complex commercial litigation, including real property disputes, title litigation, and easement controversies in multiple jurisdictions.
Samuel Eklund — Billing Partner, Litigation (General). Mr. Eklund will oversee billing, budget management, and all financial aspects of the engagement. Any questions or concerns regarding invoices, billing rates, or budgetary matters should be directed to Mr. Eklund.
Jeffrey Park — Lead Associate, Litigation (General). Mr. Park will be the primary day-to-day attorney on the matter and will be responsible for the preparation and drafting of all pleadings, discovery requests and responses, motions, and other court filings. Mr. Park will also coordinate directly with local counsel in Florida (as described in Section 3 below) and will manage the day-to-day workflow and litigation calendar.
Yuki Nakamura — Working Associate, Litigation (General). Ms. Nakamura will assist Mr. Park with legal research, discovery, and document review. Ms. Nakamura will also assist with the preparation of memoranda of law, motion briefing, and trial preparation materials.
From time to time, other attorneys and professional staff of the Firm, including paralegals, litigation support specialists, and administrative staff, may work on the matter as needed to ensure efficient and effective representation. The Client will be informed of any material changes to the core engagement team, including the departure or reassignment of any of the attorneys identified above.
The Firm has designated the following individuals as the primary client contacts for this engagement:
•  Denise M. Whitford, Esq., General Counsel, Fairwater Real Estate Investment Trust — primary legal contact for all matters relating to the engagement.
•  Gerald K. Sung, Senior Vice President, Asset Management, Fairwater Real Estate Investment Trust — primary business contact for matters relating to the Sanford property, including operational questions, tenant coordination, and property-specific factual information.
We ask that the Client route all substantive communications regarding this matter through Ms. Whitford (or her designee) to ensure consistency and to help preserve the attorney-client privilege.
3. Florida Local Counsel
Because the action is pending (or will be pending) in a Florida state court, and because certain members of the Firm's engagement team are not admitted to the Florida Bar, the Firm will retain local counsel in the State of Florida to assist with local filings, court appearances, compliance with the Florida Rules of Civil Procedure and the Florida Rules of Judicial Administration, and such other matters as may require the involvement of Florida-admitted counsel.
The Firm recommends, and with the Client's approval will retain, Hargrove & Liddell, P.A., 501 East Church Street, Suite 300, Orlando, Florida 32801, as Florida local counsel for this matter. Hargrove & Liddell is a well-regarded Orlando-based litigation firm with significant experience in real property disputes, title litigation, and easement cases in the Seminole County courts and throughout the Eighteenth Judicial Circuit. The primary contact at Hargrove & Liddell for this engagement will be Brenda Hargrove, Esq. (Florida Bar No. 0987214), a founding partner of the firm.
Hargrove & Liddell, P.A. will bill the Client directly pursuant to a separate fee arrangement between the Client and that firm. For your reference, the current hourly rates at Hargrove & Liddell are as follows:
•  Partners: $475 per hour
•  Associates: $325 per hour
The Firm will coordinate all aspects of the defense with Hargrove & Liddell, P.A. and will retain primary strategic and substantive responsibility for the overall direction of the case. Hargrove & Liddell will operate under the Firm's strategic guidance with respect to all substantive matters but will exercise independent professional judgment in connection with local procedural matters and their obligations under the Florida Rules of Professional Conduct.
By signing this engagement letter, the Client acknowledges and consents to the sharing of confidential and privileged information with Hargrove & Liddell, P.A. for purposes of the joint representation. All such information shared with Hargrove & Liddell will remain subject to the attorney-client privilege and the work-product doctrine, and Hargrove & Liddell will be bound by the same obligations of confidentiality as the Firm with respect to such information.
4. Fees and Billing Rates
The Firm will bill for legal services rendered in connection with this engagement on an hourly basis. The Firm's current standard hourly rates applicable to this matter are as follows:
These rates reflect the Firm's standard billing rates as of the date of this letter. The Firm's billing rates are subject to periodic adjustment, which typically occurs on an annual basis effective January 1 of each calendar year. The Client will be notified in writing of any rate changes at least thirty (30) days in advance of the effective date of such changes. Any adjusted rates will apply to services rendered on or after the effective date of the adjustment and will not be applied retroactively to services already rendered.
All time worked on the matter by the Firm's attorneys and professional staff will be recorded in increments of one-tenth (0.1) of an hour (i.e., six-minute increments). Each timekeeper will maintain contemporaneous time records reflecting the date of service, the amount of time spent, and a narrative description of the work performed.
5. Estimated Budget
Based on the Firm's current understanding of the facts, the legal issues, and the anticipated scope and complexity of the litigation, the Firm estimates that the total professional fees for the defense of this action through trial will be in the range of $350,000 to $475,000. This estimate reflects the Firm's good-faith assessment of the probable course of the litigation and is informed by the Firm's experience in similar real property and easement disputes.
This estimate is based on the following assumptions, among others:
(a) The litigation will involve a single plaintiff (Ridgemark) and will not be complicated by the intervention or joinder of additional parties;
(b) discovery will be of a scope and volume typical for a real property declaratory judgment action in a Florida circuit court, including a reasonable number of depositions (estimated at six to ten), written discovery, and document production;
(c) The case will involve one or two dispositive motions (e.g., motions for summary judgment) prior to trial;
(d) The parties will participate in one mediation session, as is typically required by the Eighteenth Judicial Circuit;
(e) The case will proceed to a bench trial of approximately three to five days in duration, to be held in Seminole County, Florida; and
(f) The issues and defenses remain substantially as currently understood.
This estimate specifically does not include the following, which represent potential additional costs beyond the estimated range:
(a) Fees of Hargrove & Liddell, P.A. (Florida local counsel), which will be billed separately as described in Section 3 above;
(b) Expert witness fees and costs, including fees for retained experts, consulting experts, and any rebuttal experts that may be necessary;
(c) Appellate proceedings of any kind;
(d) Any collateral, related, or ancillary proceedings, including proceedings involving Fairwater's title insurer, lender, or tenant; and
(e) Intervention by third parties or the assertion of claims by additional parties, which may materially increase the complexity and cost of the litigation.
The estimate provided above is intended solely for budgeting purposes and does not constitute a cap, ceiling, or guarantee of fees. Actual fees will depend on numerous factors, many of which are outside the Firm's control, including the opposing party's litigation conduct and strategy, the volume and complexity of discovery, the number and nature of motions filed, the court's rulings and scheduling orders, and the development of factual and legal issues as the case progresses. The Firm will make reasonable efforts to work within the estimated range and will promptly advise the Client if it becomes apparent that fees are likely to exceed the upper end of the estimated range, together with an explanation of the circumstances giving rise to the increased costs and a revised estimate.
6. Costs and Disbursements
In addition to the professional fees described in Section 4, the Client will be responsible for reimbursement of all reasonable costs and out-of-pocket disbursements incurred by the Firm in connection with this engagement. Such costs and disbursements may include, but are not limited to, the following:
•  Court filing fees, motion fees, and costs of service of process;
•  Travel expenses, including airfare, hotel accommodations, ground transportation (rental car, taxi, rideshare), and meals, for travel by Firm personnel to Seminole County, Florida for hearings, depositions, mediation, trial, and other case-related events;
•  Deposition transcript fees, court reporter fees, and videographer fees;
•  Copying, printing, scanning, and document production costs, including costs associated with the reproduction of large-volume document sets for production to opposing counsel or for use at depositions and trial;
•  Electronic discovery and litigation support vendor costs, including costs associated with the collection, processing, hosting, review, and production of electronically stored information;
•  Expert witness fees, including engagement fees, hourly or flat-fee compensation, report preparation fees, and deposition and trial testimony fees (subject to the Client's prior approval of the engagement of each expert);
•  Courier, Severin Partners LLC, overnight delivery, and postage charges;
•  Computerized legal research charges, including charges incurred through Westmark Data Systems, Sundial Solutions, PACER, and similar electronic research services;
•  Pro hac vice admission fees for Firm attorneys seeking admission to practice before the Circuit Court of the Eighteenth Judicial Circuit in and for Seminole County, Florida, or any other court in which proceedings may be held; and
•  Other miscellaneous costs reasonably related to the engagement.
As a general practice, the Firm will seek the Client's advance approval before incurring any cost or disbursement in excess of $5,000 in any single category. In the event that exigent circumstances require the expenditure of funds in excess of that threshold without prior approval, the Firm will promptly notify the Client and provide an explanation.
All costs and disbursements will be reflected on the Firm's monthly invoices and will be billed at the Firm's actual cost, without markup, except that in-house copying and printing will be charged at the Firm's standard rate of $0.15 per page.
7. Billing and Payment Terms
The Firm will submit monthly invoices to the Client for professional fees and disbursements incurred during the preceding calendar month. Invoices will typically be prepared and transmitted within fifteen (15) business days following the close of each calendar month.
All invoices are due and payable within thirty (30) days of the date of the invoice. Payment should be made by check payable to "Calderwood & Harkness LLP" and mailed to the Firm's address set forth above, or by wire transfer to the Firm's operating account, the details of which will be provided upon request.
Each invoice will provide reasonable detail regarding the services rendered, including, for each time entry, the date of service, the name of the timekeeper, the number of hours worked, and a narrative description of the work performed. Disbursements will be itemized by category. The Firm will comply with any reasonable billing guidelines or invoice formatting requirements that the Client may provide, to the extent consistent with the Firm's billing systems and practices.
If the Client has questions about or disputes any charge reflected on an invoice, the Client should raise such questions or disputes with Samuel Eklund (Billing Partner) within thirty (30) days of receipt of the invoice. The Firm and the Client will endeavor in good faith to resolve any billing disputes promptly and amicably.
The Firm reserves the right to charge interest on past-due amounts at the rate of one percent (1.0%) per month, or the maximum rate permitted by applicable law, whichever is less, calculated from the date the invoice becomes past due until the date of payment in full. The Firm further reserves the right, upon thirty (30) days' written notice, to suspend work on the matter in the event of a prolonged failure to pay undisputed invoices, subject to the Firm's ethical obligations and any applicable court deadlines.
8. Retainer
The Firm does not require an advance retainer deposit for this engagement. In the event that circumstances change materially during the course of the representation, the Firm reserves the right to request a retainer deposit, which request would be communicated to the Client in writing with a reasonable explanation of the basis therefor.
9. Title Insurance Tender
The Client has informed the Firm that Fairwater holds an owner's title insurance policy, Policy No. MTU-2016-FL-089312, issued by Meridian Title Underwriters, Inc. ("Meridian"), with a policy limit of $47,300,000, in connection with Fairwater's acquisition of the subject property on October 7, 2016. We understand that this policy was issued through Tidewater Abstract & Title, LLC as the issuing agent.
The Firm will prepare and submit, on the Client's behalf, a formal tender of the defense of this action to Meridian Title Underwriters, Inc. under the terms of the title insurance policy. The tender will request that Meridian accept the defense of the action, assume responsibility for defense costs, and indemnify Fairwater against any loss resulting from the claims asserted by Ridgemark regarding the Cross-Parcel Easement. We will also request that Meridian confirm coverage under the policy and identify any exclusions or exceptions that Meridian contends may be applicable.
To the extent that Meridian accepts the defense and agrees to pay defense costs, whether in whole or in part, the Client's out-of-pocket obligations under this engagement letter may be correspondingly reduced. We will work with the Client and with Meridian to coordinate billing and payment arrangements in the event that Meridian agrees to fund all or a portion of the defense costs.
However, until and unless Meridian accepts the defense without reservation and agrees to pay defense costs on an ongoing basis, the Client remains fully responsible for all fees and costs incurred under this engagement letter. The Firm's obligation is to the Client, and the Firm will take direction from the Client, not from Meridian, with respect to all aspects of the defense strategy and the conduct of the litigation, regardless of whether Meridian is funding all or a portion of the defense costs. If Meridian seeks to impose conditions on its acceptance of the defense or to direct the defense in a manner inconsistent with the Client's interests, the Firm will advise the Client accordingly.
10. Conflicts of Interest
The Firm has conducted a comprehensive conflicts-of-interest check in accordance with its internal procedures and the applicable rules of professional conduct. Based on that review, the Firm is not aware of any current conflict of interest that would preclude the Firm from representing Fairwater in this matter.
Specifically, the Firm does not currently represent any of the following persons or entities in any matter: Ridgemark Development Partners LLC; Hector J. Vilanova; Claudia R. Vilanova; Pinnacle Shores Bank, N.A.; Castellon Foley & Ruiz LLP; Condor Supply Chain Solutions, Inc.; Meridian Title Underwriters, Inc.; Tidewater Abstract & Title, LLC; or Kensington Capital Markets, LLC.
As a large, multi-practice law firm, Calderwood & Harkness LLP represents multiple clients across a broad range of industries and practice areas. It is possible that the Firm currently represents, or may in the future represent, clients whose interests may be adverse to Fairwater in matters that are wholly unrelated to this engagement. By signing this engagement letter, the Client agrees that the Firm may continue to represent other clients in matters that are not substantially related to this engagement, even if those other clients may be adverse to Fairwater in such unrelated matters, provided that (a) the Firm maintains appropriate ethical screens and protections to prevent the disclosure of confidential information between engagement teams, and (b) the representation of any such other client does not materially impair the Firm's ability to represent Fairwater effectively in this matter.
If a conflict of interest arises during the course of this engagement, or if the Firm becomes aware of circumstances that could give rise to a conflict, the Firm will promptly notify the Client and discuss the available options, which may include obtaining a written conflict waiver from the affected parties, implementing additional screening measures, or, if the conflict cannot be adequately addressed, the Firm's withdrawal from the representation in accordance with the applicable rules of professional conduct.
11. Confidentiality and Privilege
All communications between the Firm and the Client relating to this engagement are intended to be, and shall be treated as, subject to the attorney-client privilege and the protections afforded by the work-product doctrine. These protections are essential to the effective representation of the Client and should be carefully preserved.
The Client should direct all substantive communications regarding this matter through the Firm, and should avoid discussing the substance of the litigation, the Firm's legal advice, or the Firm's work product with persons outside the attorney-client relationship, except as necessary for legitimate business purposes and with an understanding that such disclosures could, in certain circumstances, result in a waiver of privilege. When it is necessary to share privileged information with individuals within Fairwater's organization who are not part of the core litigation team, the Client should ensure that such sharing is on a need-to-know basis and that recipients are advised of the privileged nature of the communications.
The Client should take care to mark and treat as confidential and privileged any documents, memoranda, analyses, or communications prepared by or at the direction of the Firm. Where practicable, such documents should bear a legend such as "PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION" or "ATTORNEY WORK PRODUCT."
The Firm will likewise maintain the confidentiality of all information provided by the Client and will not disclose such information to third parties except as authorized by the Client, as necessary in the course of the representation (e.g., in connection with court filings, discovery responses, or communications with local counsel), or as required by law or court order.
12. Document Retention
During the pendency of this engagement, the Firm will maintain files related to the matter, including both paper and electronic files, in accordance with the Firm's document retention policies and applicable professional obligations.
Upon conclusion of the engagement, whether by resolution of the litigation, termination by either party, or otherwise, the Firm will retain the matter files for a period of seven (7) years from the date of the closing of the matter. After the expiration of that seven-year retention period, the Firm may destroy the files, including both paper and electronic files, without further notice to the Client, unless the Client has previously requested their return or unless the Firm is otherwise obligated by law to retain them.
The Client may request the return of its original documents at any time during or after the engagement. Upon such request, the Firm will promptly return all original documents in its possession belonging to the Client. The Firm may retain copies of such documents for its records, subject to its confidentiality obligations.
13. Termination
Either the Client or the Firm may terminate this engagement at any time, for any reason or for no reason, subject to the Firm's ethical obligations under the applicable rules of professional conduct and any orders of the court in which the action is pending.
If the Client terminates the engagement, the Client will remain responsible for the payment of all fees earned and costs incurred by the Firm through the date of termination, including any fees and costs reflected on invoices that have been issued but not yet paid. The Firm will cooperate with the Client and any successor counsel to ensure a smooth transition of the matter, including the prompt transfer of files, documents, and work product.
If the Firm determines that it is necessary or appropriate to withdraw from the representation, the Firm will do so in accordance with the applicable rules of professional conduct, including Rule 1.16 of the District of Columbia Rules of Professional Conduct and any applicable Florida rules, and will seek leave of the court if required by the rules or orders of the court. The Firm will provide the Client with reasonable advance notice of its intention to withdraw to allow the Client a reasonable opportunity to retain successor counsel and to avoid prejudice to the Client's interests.
Upon termination of the engagement by either party, the Firm's obligations under this engagement letter shall survive with respect to the Firm's duties of confidentiality and the preservation of the attorney-client privilege, which obligations shall continue in perpetuity regardless of the termination of the engagement.
14. Governing Law
This engagement letter shall be governed by and construed in accordance with the laws of the District of Columbia, without regard to its conflict-of-laws principles. The rights and obligations of the Firm and the Client under this letter are also subject to the District of Columbia Rules of Professional Conduct and any other applicable rules of professional conduct governing the attorneys involved in the representation.
In the event of any dispute arising out of or relating to this engagement letter or the Firm's representation of the Client hereunder, including any dispute regarding fees, costs, or the quality of services rendered, such dispute shall be resolved by binding arbitration conducted in Washington, D.C. in accordance with the then-current Commercial Arbitration Rules of the American Arbitration Association. The decision of the arbitrator(s) shall be final and binding upon the parties and may be entered as a judgment in any court of competent jurisdiction. Notwithstanding the foregoing, this arbitration provision shall not be construed to limit the Client's right to pursue any remedies available under the applicable rules of professional conduct, including the right to file a complaint with the appropriate attorney disciplinary authority.
15. No Guarantee of Outcome
The Firm will use its best professional efforts on behalf of the Client in connection with this engagement. However, the Firm cannot and does not guarantee any particular result or outcome of the litigation. The outcome of any litigation depends on numerous factors, many of which are inherently uncertain and beyond the control of any party or counsel, including the actions and arguments of opposing counsel, the rulings of the court, the availability and credibility of witnesses, and the development of the factual record. The Firm's estimates of the likelihood of success and the probable range of outcomes, whether provided orally or in writing, represent the Firm's professional judgment based on the information available at the time and should not be construed as promises or guarantees.
16. Entire Agreement; Amendment
This letter constitutes the entire agreement between the Firm and the Client with respect to the engagement described herein and supersedes all prior and contemporaneous oral and written understandings, representations, and agreements relating to the subject matter of this engagement. There are no terms, conditions, warranties, or representations, express or implied, other than those contained in this letter.
Any modifications, amendments, or supplements to this engagement letter must be in writing and signed by authorized representatives of both the Firm and the Client. No waiver of any provision of this letter shall be effective unless made in writing and signed by the party against whom enforcement of the waiver is sought.
If the foregoing terms are acceptable to Fairwater, please indicate your acceptance by signing and returning a copy of this letter to the Firm. A duplicate original is enclosed for your files.
We are pleased to have the opportunity to represent Fairwater in this matter and look forward to working with you. Should you have any questions regarding this letter or the engagement generally, please do not hesitate to contact Francesca Morano at (202) 553-7418 or fmorano@calderwoodharkness.com.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Francesca Morano
Title: Partner
Date: ________
ACKNOWLEDGMENT AND ACCEPTANCE
The undersigned, on behalf of Fairwater Real Estate Investment Trust, hereby acknowledges receipt of this engagement letter, confirms that she has read and understood its terms, and agrees to the terms and conditions set forth herein.
ACKNOWLEDGED AND AGREED:
FAIRWATER REAL ESTATE INVESTMENT TRUST
By: ________
Name: Denise M. Whitford, Esq.
Title: General Counsel
Date: July _, 2021
cc: Thomas R. Calloway, Chief Executive Officer, Fairwater Real Estate Investment Trust Samuel Eklund, Calderwood & Harkness LLP Jeffrey Park, Calderwood & Harkness LLP Yuki Nakamura, Calderwood & Harkness LLP
Timekeeper Category | Hourly Rate
Partners | $895.00
Associates | $525.00
Paralegals / Legal Assistants (blended rate) | $295.00

PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND ACCEPTANCE

ACKNOWLEDGED AND AGREED:

FAIRWATER REAL ESTATE INVESTMENT TRUST

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