PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Douglas Fairchild, Responsible Partner, Real Estate Practice Group Cynthia Ho, Lead Associate, Real Estate Practice Group
FROM: Grace Nakamura, Working Associate, Real Estate Practice Group
DATE: December 5, 2025
RE: Review of ALTA/NSPS Land Title Survey — Harbor Point Towers Development Site, 1500–1580 Wills Street, Baltimore, MD 21231 (Block 7419, Lots 1–6, Baltimore City)
CLIENT: Fairwater Real Estate Investment Trust
MATTER: Harbor Point Development JV, LLC — Institutional JV Development Matter
PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT. This memorandum is prepared by Calderwood & Harkness LLP ("C&H") for the exclusive use of the attorneys and professionals identified above and is protected by the attorney-client privilege and the work product doctrine. It should not be disclosed to any third party without the prior written consent of the undersigned or the responsible partner.
I. Executive Summary
Calderwood & Harkness LLP ("C&H") has reviewed the ALTA/NSPS Land Title Survey dated December 3, 2025 (the "Survey"), prepared by Calvert Surveying & Engineering, Inc. ("Calvert"), 620 North Eutaw Street, Baltimore, MD 21201, for the approximately 8.2-acre waterfront development site located at 1500–1580 Wills Street, Baltimore, MD 21231, consisting of Block 7419, Lots 1–6, Baltimore City (the "Property"). The Survey bears Calvert Project No. CS-2025-1147 and was prepared under the supervision of a Maryland-licensed Professional Land Surveyor in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys.
The Survey was prepared in connection with (a) the proposed acquisition of the Property by Harbor Point Development JV, LLC ("HP JV" or the "JV") from Harbor East Land Holdings, LLC (sole member: Vincent A. DeLuca) (the "Seller") for a purchase price of $54,000,000, with land closing targeted for January 30, 2026, and (b) the $336,000,000 construction loan facility (the "Construction Loan") to be provided by Meridian National Bank, N.A. ("Meridian") to finance the development of the Harbor Point Towers project. The construction loan closing is currently targeted for February 15, 2026. Additionally, the Survey will serve as the basis for the ALTA owner's and lender's title insurance policies to be issued by Tidewater Insurance Group, Inc. ("Tidewater") under the title commitment dated December 9, 2025 (the "Title Commitment").
Overall Assessment: The Survey is substantially complete and in conformity with the 2021 ALTA/NSPS Minimum Standard Detail Requirements, including all requested Table A optional items. The Survey is of professional quality, and the surveyor's depictions of boundaries, easements, improvements, topography, and other features appear accurate and thorough based on our review and cross-referencing against the Title Commitment and other project documentation. Several matters require further investigation and resolution prior to closing, as detailed in this memorandum.
Summary of Key Findings:
• Encroachment: One minor encroachment has been identified on Lot 3, where an existing concrete retaining wall extends approximately 1.8 feet beyond the eastern boundary line of the Property onto the adjoining parcel. While the structure is slated for demolition in connection with the development, curative action is recommended prior to closing. See Section V below.
• Recorded Easements: The Survey depicts four recorded easements burdening the Property, including a sanitary sewer easement, an electric utility easement, a pedestrian and vehicular access easement, and a stormwater management easement. Each requires careful analysis with respect to the proposed building footprints and site plan. The access easement across Lot 4 is of particular concern and may require negotiation of a relocation or modification agreement. See Section VI below.
• Setback Compliance: Setback compliance has been confirmed under the Baltimore City Planned Unit Development approval (Ordinance No. 24-0417), with one caveat regarding a tight margin at the southeastern corner of the proposed Tower B. See Section VII below.
• Flood Zone Determination: The flood zone determination is generally favorable, with approximately 6.8 acres of the Property located within Zone X (area of minimal flood hazard). Approximately 1.4 acres along the waterfront edge fall within Zone AE (Special Flood Hazard Area), which will require compliance with applicable floodplain management regulations and NFIP requirements, but proposed building footprints are located entirely within Zone X. See Section VIII below.
• Utility Infrastructure: The Survey indicates that utility infrastructure—water, sanitary sewer, storm drainage, electric, gas, and telecommunications—is adequate and accessible from the public right-of-way along Wills Street and from existing easement corridors. Coordination will be required regarding relocation of overhead electric lines and capping of existing service laterals. See Section IX below.
The balance of this memorandum sets forth our detailed findings and recommendations organized by subject matter.
II. Scope and Methodology of Review
A. Identification of the Survey
This review is based on the ALTA/NSPS Land Title Survey dated December 3, 2025, Calvert Project No. CS-2025-1147, prepared and certified by Calvert Surveying & Engineering, Inc., 620 North Eutaw Street, Baltimore, MD 21201 (the "Survey"). The Survey was signed and sealed by Thomas R. Calvert, PLS, Maryland Professional Land Surveyor License No. 14782. The Survey consists of three (3) sheets at a scale of 1" = 50' and includes graphic depictions of the Property boundaries, improvements, easements, topographic contours, utilities, flood zone lines, setback lines, and other features, together with a surveyor's certificate, legal description, area calculations, and notes.
B. Applicable Standards
The Survey was prepared in accordance with the 2021 ALTA/NSPS Minimum Standard Detail Requirements for Land Title Surveys, as adopted by the American Land Title Association and the National Society of Professional Surveyors, effective February 23, 2021 (the "2021 Standards"). These standards establish the minimum requirements for the preparation of surveys for use in real estate transactions and title insurance underwriting. Our review has assessed the Survey's compliance with these standards, including the applicable Table A optional items described below.
C. Table A Optional Items Requested and Included
In connection with the transaction requirements of the JV, Meridian, and Tidewater, C&H requested that Calvert include the following Table A optional items in the Survey. We have confirmed that each of the following items is depicted or addressed on the face of the Survey:
• Item 1 — Monuments placed (or a reference to an existing monument) at all major corners of the boundary of the Property.
• Item 2 — Address(es) of the Property if disclosed in the documents provided to the surveyor or observed while conducting the fieldwork.
• Item 3 — Flood zone classification with reference to the FEMA Flood Insurance Rate Map (FIRM) community panel number and effective date.
• Item 4 — Gross land area of the Property (total and by individual lot).
• Item 5 — Vertical relief with two-foot contour interval topographic mapping.
• Item 6(a) — Current zoning classification, as provided by the client, and identification of the applicable zoning authority.
• Item 6(b) — Building setback lines as established by the applicable PUD ordinance, depicted graphically.
• Item 7(a) — Exterior dimensions of all buildings at ground level.
• Item 7(b)(1) — Gross floor area of all buildings at ground level (square footage of improvements).
• Item 8 — Substantial features observed within five (5) feet of each side of the boundary (including fences, walls, driveways, walkways, and similar features).
• Item 9 — Striped and/or designated parking spaces and handicapped spaces and their relationship to the Property boundary.
• Item 11 — Location of observed utilities (water, sewer, gas, electric, telecommunications, and related infrastructure) on or serving the Property.
• Item 13 — Names of adjoining property owners, as identified from current public records or other sources.
• Item 16 — Evidence of recent earth-moving activity, building construction, or building additions observed during the fieldwork.
• Item 17 — Proposed right-of-way lines, if provided to the surveyor and disclosed in the documents.
• Item 18 — Significant observations not otherwise addressed by the ALTA/NSPS standards, including evidence of use by other parties, condition of improvements, and similar matters.
• Item 19 — Professional liability insurance disclosure by the surveyor.
• Item 20 — Plottable items identified in the title commitment, as provided by the client or title insurer.
We note that certain items, such as Items 10 (wetlands delineation), 12 (government-issued permits), 14 (subdivision plat requirements), and 15 (offsite easements), were not requested for this Survey and are not included.
D. Documents Cross-Referenced During Review
In preparing this memorandum, C&H reviewed and cross-referenced the Survey against the following documents:
1. Title Commitment issued by Tidewater Insurance Group, Inc. dated December 9, 2025, File No. TIG-2025-MD-73918, committing to issue ALTA Owner's and Lender's title insurance policies for the Property (the "Title Commitment").
2. Phase I Environmental Site Assessment prepared by Bayline Environmental Consultants, LLC dated November 25, 2025, Project No. BEC-25-0412 (the "Phase I ESA"), covering the Property.
3. Baltimore City Planned Unit Development Ordinance No. 24-0417, approved by the Baltimore City Council on June 14, 2024, and signed by the Mayor on June 22, 2024, establishing the PUD approval and development conditions for the Harbor Point Towers project (the "PUD Ordinance").
4. Recorded plats and deeds from the Baltimore City Land Records relating to Block 7419, Lots 1–6, including the subdivision plat recorded at Plat No. 14-0387, and the most recent deed of record vesting title in Harbor East Land Holdings, LLC, recorded among the Land Records of Baltimore City at Liber 22547, Folio 0312.
5. Conceptual Site Plan prepared by Stonefield Advisory Group (Baltimore office) dated November 15, 2025, provided to Calvert for overlay on the Survey (the "Conceptual Site Plan").
This memorandum should be read in conjunction with our forthcoming Title Review Memorandum, Environmental Review Memorandum, and Zoning and Entitlements Memorandum, each of which will address complementary aspects of the due diligence review for this transaction.
III. Property Description and Boundaries
A. Legal Description
The Property is identified on the Survey as Block 7419, Lots 1 through 6, Baltimore City, Maryland, and bears the street address of 1500–1580 Wills Street, Baltimore, MD 21231. The current fee simple owner, as shown on the Survey certificate and confirmed by the Title Commitment, is Harbor East Land Holdings, LLC, a Maryland limited liability company (Vincent A. DeLuca, sole member).
The legal description as shown on the Survey is a metes and bounds description referencing the boundary corners, courses, distances, and curve data for the entire six-lot assemblage as a single contiguous parcel. We have compared this metes and bounds description against the legal description set forth in Schedule A of the Title Commitment issued by Tidewater. The two descriptions are consistent in all material respects, including course bearings, distances, and the total area calculation. The Survey also references the recorded subdivision plat (Plat No. 14-0387) and the individual lot designations within Block 7419.
We note that the legal description includes a reference to the waterfront boundary, which is described by course and distance along the bulkhead line rather than by reference to a natural water boundary such as the mean high-water line. This is consistent with the character of the Property as an improved waterfront parcel with a constructed bulkhead, and it reflects the historical platting of the lots in this area of Baltimore City.
B. Acreage and Dimensions
The total gross area of the Property per the Survey is 8.2 acres, or approximately 357,192 square feet. This figure is consistent with the acreage stated in the purchase and sale agreement between Seller and the JV and with the Title Commitment. All six lots are contiguous and together form a unified development parcel. There are no gaps, overlaps, or gores between the lots.
The Property has the following approximate boundary dimensions:
• Northern boundary (along the southern right-of-way line of Wills Street): approximately 782 feet of street frontage.
• Eastern boundary (along the common boundary with the adjoining parcel to the east): approximately 456 feet.
• Southern boundary (along the waterfront / bulkhead line fronting the Baltimore Inner Harbor): approximately 810 feet.
• Western boundary (along the common boundary with the adjoining parcel to the west): approximately 440 feet.
The Property is generally rectangular in shape, with a slight irregularity along the southern (waterfront) boundary where the bulkhead line deviates from a straight course due to the configuration of a remnant pier structure at the southeastern corner (Lot 6).
The lot-by-lot breakdown of the Property, as depicted on the Survey, is as follows:
Survey monuments have been set or found at all major boundary corners and angle points in accordance with the 2021 ALTA/NSPS standards (Table A Item 1). The Survey depicts the monument types (e.g., iron pipes set, concrete monuments found, rebar with cap) at each corner point. We have not independently verified the monuments in the field but rely on the surveyor's professional certification.
C. Adjoining Properties
The Survey identifies the following adjoining property owners pursuant to Table A Item 13:
• North (across Wills Street): Baltimore City (public right-of-way); beyond the right-of-way, various parcels owned by Harbor East Commercial Partners, LLC.
• East: 1600 Wills Street, LLC (Block 7419, Lot 7), an improved parcel containing a multi-story commercial office building.
• South: Baltimore Inner Harbor (tidal waters of the State of Maryland); no private landowner abutting this boundary.
• West: Chesapeake Waterfront Ventures, Inc. (Block 7419, Lot 12), a vacant parcel.
The public right-of-way along Wills Street is clearly depicted on the Survey, with the right-of-way width varying between 60 and 66 feet along the Property's northern frontage. No other public streets or alleys abut or traverse the Property.
Regarding the waterfront boundary, we note that the Property boundary as depicted on the Survey follows the existing bulkhead line and does not extend below the mean high-water line of the Baltimore Inner Harbor. The waters of the Inner Harbor are tidal waters subject to the public trust doctrine under Maryland law. The Property owner's riparian rights—including the right of access to navigable water, the right to wharf out to navigable depth, and the right to a reasonable view—are appurtenant to the Property but are subject to state regulatory authority. We do not believe the Survey raises any concerns regarding the delineation of the waterfront boundary, but we recommend that the JV confirm with Maryland counsel (or with this firm's Maryland regulatory practice) that the proposed waterfront improvements (promenade, stormwater outfall, and bulkhead reconstruction) do not require a waterway construction permit from the Maryland Department of the Environment ("MDE") or a license from the Board of Public Works for use of State-owned subaqueous lands. This issue is addressed further in Section XII.D below.
IV. Existing Improvements
The Survey depicts several existing improvements on the Property, consistent with the Property's current use as a partially improved commercial and surface parking site. Specifically, the Survey shows the following improvements:
• Surface Parking Areas: Paved surface parking lots are located on Lots 1, 3, and 4, with approximately 220 striped parking spaces in total (see Section XII.C below for additional detail regarding parking). The parking areas include asphalt paving, concrete curbing, striping, and lighting fixtures.
• Existing Commercial Structure (Lot 2): One existing single-story commercial building is located on Lot 2. The Survey depicts the building's exterior dimensions as approximately 75 feet by 60 feet, with a gross ground-floor area of approximately 4,500 square feet. The building appears to be a masonry and metal construction, currently unoccupied based on field observations noted on the Survey. The building is set back from the Wills Street right-of-way and is located entirely within the boundaries of Lot 2.
• Remnant Piers and Bulkhead Structures: Along the waterfront edge of the Property (southern boundary), the Survey depicts remnant timber and concrete pier structures extending from the existing bulkhead into the harbor waters, as well as the bulkhead itself. The Survey notes that the piers appear to be in a deteriorated condition. These structures are located primarily at Lots 1, 2, and 6.
• Perimeter Fencing: Chain-link fencing is depicted along portions of the eastern, western, and northern boundaries of the Property, as well as surrounding certain parking areas.
• Miscellaneous: Additional minor improvements depicted on the Survey include concrete retaining walls on Lots 2 and 3, light poles, signage (see Section XII.B), and remnant utility connections.
All existing improvements are to be demolished in connection with the Harbor Point Towers development project, which contemplates construction of two 28-story residential towers containing a total of 610 residential units and approximately 45,000 square feet of ground-floor retail space, together with below-grade structured parking, a waterfront promenade, landscaping, and associated infrastructure. Demolition is expected to commence promptly after the January 30, 2026 land closing, with construction commencement targeted for March 1, 2026.
The Survey confirms that no existing improvements cross boundary lines onto adjacent parcels, with the single exception of the encroachment identified on Lot 3 and discussed in detail in Section V below. All existing structures, parking surfaces, fencing, and other improvements are located within the Property boundaries.
V. Encroachments
A. Encroachment Identified on Lot 3
The Survey depicts an existing concrete retaining wall (or similar structure) located on Lot 3 that extends approximately 1.8 feet beyond the eastern boundary line of the Property onto the adjoining parcel owned by 1600 Wills Street, LLC (Block 7419, Lot 7). The encroachment is depicted graphically on Sheet 2 of the Survey and is also identified in the surveyor's notes. The encroaching structure appears to be a poured-in-place concrete retaining wall approximately 42 feet in length and approximately 3.5 feet in height, which served a grade-separation function between the Property and the adjoining parcel consistent with the historical grading and site work on the Property.
Nature and Character of the Encroachment. Based on the Survey depiction and our review of aerial photography and land records, the retaining wall appears to have been constructed in connection with historical commercial development on the Property and likely predates the current ownership of both the Property and the adjoining parcel. The encroachment extends at its maximum point approximately 1.8 feet over the common boundary line, affecting a relatively narrow strip of the adjoining property. The total area of encroachment is estimated at approximately 75 square feet.
Risk Assessment. The encroachment is minor in nature and, importantly, the encroaching structure is slated for demolition as part of the site preparation for the Harbor Point Towers project. Following demolition, the encroachment will be physically eliminated. However, curative action is recommended prior to the land closing for the following reasons:
(a) The encroachment, if noted as a Schedule B exception in the Title Commitment, could limit the scope of title coverage available to the JV and to Meridian as construction lender. Title insurers typically except from coverage any matters revealed by a survey, including encroachments of the insured's improvements onto neighboring land.
(b) The demolition of the retaining wall may require access to the adjoining parcel for equipment staging, debris removal, or regrading, which should be documented by agreement with the adjoining owner.
(c) Until the retaining wall is physically removed, the encroachment creates a technical cloud on the JV's ownership rights with respect to the boundary area and could, in theory, give rise to an adverse claim or demand for removal by the adjoining owner.
Recommended Actions:
1. Lot Line Adjustment. Obtain a boundary line confirmation or lot line adjustment from Baltimore City that would formally resolve the encroachment by adjusting the common boundary line between Lots 3 and 7 (Lot 7 being owned by 1600 Wills Street, LLC) to encompass the area of the retaining wall within the Property. This approach would permanently eliminate the encroachment as a title issue. However, a lot line adjustment requires the cooperation of the adjoining owner and the approval of the Baltimore City Department of Planning, which may extend the timeline.
2. Encroachment Agreement or License. In the alternative, negotiate an encroachment agreement or temporary license with 1600 Wills Street, LLC acknowledging the encroachment and granting the JV the right to maintain the structure pending demolition and to access the adjoining parcel as necessary for demolition and regrading. This is a more expedient solution and may be preferable given the tight closing timeline.
3. Title Insurance Coordination. Coordinate with Tidewater to determine whether this encroachment appears (or will appear) as a Schedule B exception in the Title Commitment and whether affirmative coverage can be obtained. We should request that Tidewater provide affirmative insurance over the encroachment, either by deleting any survey exception related to the encroachment or by providing an endorsement (such as an ALTA 28-series endorsement) affirmatively insuring against loss arising from the encroachment. Given the minor nature of the encroachment and the planned demolition, Tidewater may be willing to provide such coverage, particularly if an encroachment agreement is obtained.
A detailed depiction of the Lot 3 encroachment is attached as Exhibit C to this memorandum.
B. No Encroachments from Adjoining Properties
The Survey confirms that there are no encroachments from neighboring properties onto the Property. Specifically, no improvements, structures, fences, or other features from the adjoining parcels to the east (1600 Wills Street, LLC) or west (Chesapeake Waterfront Ventures, Inc.) cross the Property's boundary lines. Similarly, no public right-of-way improvements (sidewalks, curbs, utility poles, or similar features) from the Wills Street right-of-way encroach onto the Property. This is a favorable finding and should simplify the title and survey objection process.
C. Cross-Reference to Title Commitment
The encroachment findings set forth above should be coordinated with the Title Review Memorandum to be prepared separately by Grace Nakamura reviewing the Tidewater Title Commitment dated December 9, 2025. Any survey-depicted encroachment that is listed as a Schedule B exception in the Title Commitment should be addressed in C&H's title objection letter to Tidewater, and the curative actions described in Section V.A above should be reflected in the objection letter as conditions to the JV's acceptance of title. We anticipate preparing the title objection letter promptly upon receipt of the final Title Commitment and completion of the Title Review Memorandum.
VI. Easements
A. Recorded Easements Depicted on Survey
The Survey depicts the following four recorded easements burdening the Property, each of which is also reflected as a Schedule B exception in the Tidewater Title Commitment. We have analyzed each easement with respect to its location, dimensions, terms, and potential impact on the proposed Harbor Point Towers development.
1. Baltimore City Utility Easement (Sanitary Sewer). The Survey depicts a 20-foot-wide sanitary sewer easement running generally north-south along the western boundary of Lot 1. This easement benefits the Baltimore City Department of Public Works ("DPW") and grants DPW the right of access, ingress, and egress over the easement area for purposes of constructing, operating, maintaining, repairing, replacing, and removing a sanitary sewer main and related appurtenances. The easement is recorded in the Baltimore City Land Records at Liber 18934, Folio 0217 (recording reference to be confirmed against the Title Commitment).
The easement area is measured 10 feet on either side of the centerline of the existing sanitary sewer main, which runs approximately parallel to the western boundary of Lot 1 at a distance of approximately 12 to 15 feet from the boundary line. The easement thus occupies a 20-foot-wide corridor that is located primarily within the western portion of Lot 1, with a small portion of the easement area extending to within approximately 2 feet of the common boundary with the adjacent parcel owned by Chesapeake Waterfront Ventures, Inc.
Analysis. The location of this easement along the western boundary of Lot 1 does not appear to conflict with the proposed building footprints for either Tower A (to be constructed on Lots 1–3) or Tower B (to be constructed on Lots 4–6), based on our review of the Conceptual Site Plan overlay. The building footprint for Tower A is set back from the western boundary by a distance that exceeds the 20-foot easement width. However, the easement area must remain free of permanent structures under the terms of the easement instrument, and this constraint must be observed during design development and construction. Additionally, the easement terms may restrict below-grade improvements (such as foundation piles, caissons, or below-grade parking structures) within the easement area.
Recommendation. We recommend confirming with the project architect (Stonefield Advisory Group) and the general contractor (Pinnacle General Contractors, Inc.) that no building foundations, below-grade parking, or other permanent improvements encroach on this easement area. If the current design contemplates any improvements within the easement area, the JV will need to negotiate a modification of the easement with Baltimore City DPW, which could be a lengthy process. This item should be addressed prior to the building permit application, which is expected in Q1 2026.
2. BGE Overhead/Underground Electric Utility Easement. The Survey depicts a 15-foot-wide electric utility easement running along the northern boundary of Lots 5 and 6, measured from the southern right-of-way line of Wills Street southward into the Property. This easement benefits Severin Group ("BGE"), the local electric utility, and grants BGE the right to install, maintain, repair, replace, and operate overhead and underground electric lines, poles, transformers, and related equipment within the easement area. The easement is recorded in the Baltimore City Land Records at Liber 19842, Folio 0508 (recording reference to be confirmed against the Title Commitment).
The Survey notes the presence of existing overhead electric lines supported by wooden utility poles within the easement corridor, running approximately east-west along the northern boundary of Lots 5 and 6. The Survey also notes an underground electric conduit within the same corridor.
Analysis. The existing overhead electric lines will require relocation as part of the site development for the Harbor Point Towers project. The proposed Tower B building footprint extends into the area currently occupied by the overhead lines (though not necessarily into the delineated easement corridor itself). Additionally, the overhead lines are aesthetically incompatible with the high-rise residential development and will need to be relocated underground as part of the site infrastructure improvements. The relocation of BGE overhead lines typically requires advance coordination with BGE (usually 6–12 months lead time), submission of a relocation request, and payment of relocation costs by the developer.
Recommendation. We recommend immediate coordination with BGE to initiate the overhead-to-underground relocation process. The relocation costs should be included in the project soft cost budget, which currently totals $90,000,000, or alternatively should be addressed in the scope of the Guaranteed Maximum Price ("GMP") contract with Pinnacle General Contractors, Inc. We understand that the GMP contract is expected to be executed on or about December 20, 2025. C&H should review the GMP contract to confirm that utility relocation scope and costs are addressed. The responsible party for this coordination on the client side is Raymond S. Muñoz, VP of Construction for Fairwater, in collaboration with Marcus D. Okonkwo, EVP of Development. The target completion date for the relocation should be prior to construction commencement on March 1, 2026, though the actual relocation work may extend into the early construction phase.
3. Pedestrian and Vehicular Access Easement. The Survey depicts a 25-foot-wide non-exclusive pedestrian and vehicular access easement running across Lot 4, generally in a north-south direction from the Wills Street right-of-way to the waterfront. This easement benefits the adjoining parcel to the south and east (1600 Wills Street, LLC, Block 7419, Lot 7) and was recorded as part of a prior subdivision plat (Plat No. 14-0387) in the Baltimore City Land Records. The easement grants the benefited party and its successors and assigns the right to use the easement area for pedestrian and vehicular access, including ingress and egress, parking within designated areas, and passage of utility vehicles.
The easement corridor bisects Lot 4, running from the Wills Street frontage at the northern boundary of the Property southward to the waterfront boundary, at a location approximately midway between the proposed Tower A and Tower B building footprints.
Analysis. This easement is the most significant of the recorded easements from a development perspective. The 25-foot-wide corridor across Lot 4 could impact the site plan layout in several important respects:
(a) Building Footprints. The easement corridor, while not directly underlying either proposed tower footprint, runs between the two towers in an area where the Conceptual Site Plan contemplates ground-floor retail entrances, a porte cochère or vehicular drop-off area, and pedestrian circulation connecting the two towers.
(b) Vehicle Circulation. The proposed vehicle circulation plan for the development includes a primary driveway from Wills Street that passes through the area currently encumbered by the easement. If the easement remains in its current location, the JV's exclusive control over vehicle circulation on the site could be compromised by the adjoining owner's right to use the easement for vehicular access.
(c) Retail Leasing. The presence of a third-party access easement through the ground-floor retail area could create complications for retail tenant planning, lease negotiations, and common area management.
Recommendation. We recommend the following actions with respect to this easement:
1. Review Easement Language. Obtain and review the full text of the easement instrument (as recorded with Plat No. 14-0387) to determine the precise scope and terms of the easement, including whether it can be relocated within the Property with the consent of the benefited party, whether it includes any conditions or termination provisions, and whether the JV's planned use of the easement area for its own improvements is permissible.
2. Negotiate Relocation or Modification. If the easement cannot be accommodated within the proposed site plan in its current location, negotiate an easement relocation or modification agreement with 1600 Wills Street, LLC. The relocation agreement should provide for the relocation of the easement to an alternative corridor within the Property that serves the access needs of the benefited party while accommodating the proposed development. This negotiation should be initiated promptly and, if possible, concluded prior to the January 30, 2026 land closing.
3. Client Coordination. Discuss the access easement issue with Marcus D. Okonkwo (EVP, Development, Fairwater) and the project architect (Stonefield Advisory Group) to evaluate the impact of the easement on the site plan and to identify potential relocation corridors.
This item is flagged as a priority action item and is included in the follow-up table in Section XIV below.
4. Stormwater Management Easement. The Survey depicts a variable-width easement (10–30 feet) along the waterfront edge of Lots 1 and 2, benefiting Baltimore City for stormwater outfall and management purposes. This easement was granted in connection with the Baltimore City stormwater management program and is recorded in the Baltimore City Land Records at Liber 21076, Folio 0415 (recording reference to be confirmed against the Title Commitment). The easement grants Baltimore City the right to operate, maintain, and access stormwater management infrastructure within the easement area, including outfall pipes, headwalls, riprap, and related stormwater conveyance and treatment facilities.
The easement area varies in width, ranging from approximately 10 feet at the northeastern end (adjacent to Lot 3) to approximately 30 feet at the southwestern end (along the widest portion of the waterfront on Lot 1). The easement area corresponds to the location of the existing stormwater outfall to the harbor.
Analysis. The presence of this stormwater management easement is consistent with the PUD approval conditions set forth in Ordinance No. 24-0417, which require the JV to incorporate stormwater management infrastructure within the waterfront portion of the development site. The proposed development plan includes a comprehensive stormwater management system, including bioretention facilities, permeable pavement areas, and an upgraded outfall system, much of which is planned to be located within or adjacent to this easement corridor.
We do not believe this easement presents a material impediment to the proposed development, provided that the proposed stormwater management design complies with the terms of the easement instrument and the PUD approval conditions. However, if the proposed design requires modifications to the existing stormwater infrastructure within the easement (e.g., relocation of the outfall pipe or headwall), the JV may need to coordinate with Baltimore City DPW and obtain any required permits or approvals.
Recommendation. Confirm that the proposed stormwater management design (as prepared by the civil engineer of record) complies with the terms of the easement instrument and that no modifications to the easement are required. If modifications are necessary, initiate coordination with Baltimore City DPW promptly.
B. Unrecorded or Apparent Easements
The Survey notes evidence of a worn footpath crossing the northeastern corner of Lot 6, running approximately east-west between the Wills Street right-of-way and the adjoining parcel to the east (1600 Wills Street, LLC). The footpath appears to be an informal pedestrian shortcut and is not associated with any recorded easement, license, or grant of right of way.
The existence of this footpath raises the theoretical possibility of a prescriptive easement claim under Maryland law. Under Maryland law, a prescriptive easement may be established by proving actual, open, notorious, hostile, exclusive, and continuous use of the land for a period of twenty (20) years. See Md. Code Ann., Cts. & Jud. Proc. § 5-103; Boucher v. Boyer, 301 Md. 679 (1984). We assess the risk of a prescriptive easement claim as low for the following reasons:
(a) The footpath appears to be a casual pedestrian shortcut rather than a defined access route, and there is no evidence that any party has claimed a right to use the path.
(b) The duration and continuity of use cannot be determined from the Survey alone, and there is no indication that the use has been adverse or hostile to the Property owner's interests.
(c) The Property will be enclosed by construction fencing during the development phase, which will effectively terminate any prescriptive use and prevent the accrual of additional prescriptive time.
(d) Title insurance from Tidewater should provide coverage against prescriptive easement claims, assuming the title policy does not contain an exception for such claims. We will address this issue in the Title Review Memorandum.
No other apparent unrecorded easements, claims of right, or evidence of third-party use were observed on the Survey.
C. Easement Summary and Recommendations
The following table summarizes all easements identified on the Survey, their characteristics, and our recommended actions:
Overall Conclusion. The recorded easements burdening the Property are manageable and generally consistent with the contemplated development, subject to the specific curative steps and coordination items noted above. The pedestrian and vehicular access easement across Lot 4 requires the most immediate attention and should be treated as a priority action item for resolution prior to the January 30, 2026 land closing.
A detailed easement summary table with full recording references, dimensions, and cross-references to the Title Commitment Schedule B exceptions is attached as Exhibit B to this memorandum.
VII. Setback Compliance
A. Applicable Zoning and PUD Requirements
The Property is subject to the Baltimore City Planned Unit Development approval established by Ordinance No. 24-0417, adopted by the Baltimore City Council on June 14, 2024, and signed by the Mayor on June 22, 2024 (the "PUD Ordinance"). The PUD Ordinance supersedes the underlying base zoning for the Property and establishes specific development standards, including setback requirements, for the Harbor Point Towers project. The Survey includes Table A Item 6(a) (zoning classification) and Table A Item 6(b) (building setback lines), with the setback lines depicted graphically based on the PUD Ordinance requirements.
The PUD Ordinance establishes the following setback requirements for the Harbor Point Towers project:
• Front Setback (Wills Street): 20 feet from the right-of-way line of Wills Street.
• Side Setbacks (East and West): 15 feet from each side boundary line.
• Rear/Waterfront Setback: 30 feet from the mean high-water line (or, where the boundary follows the bulkhead line, 30 feet from the bulkhead line).
These setback requirements are depicted on the Survey as dashed lines inset from the respective boundary lines, and the Survey correctly labels each setback line with its dimension and regulatory basis.
B. Compliance Analysis
We have reviewed the Survey in conjunction with the Conceptual Site Plan overlay provided by Stonefield Advisory Group to assess whether the proposed building footprints for Tower A and Tower B comply with the PUD-mandated setback requirements. Our findings are as follows:
Tower A (Lots 1–3). The proposed building footprint for Tower A is located entirely within the buildable area defined by the setback lines on all four sides. The front (Wills Street) setback is approximately 25 feet, exceeding the 20-foot requirement by 5 feet. The western side setback is approximately 22 feet, exceeding the 15-foot requirement by 7 feet. The eastern side setback (measured to the common lot line between Lot 3 and Lot 4) is approximately 18 feet, exceeding the 15-foot requirement by 3 feet. The rear/waterfront setback is approximately 35 feet, exceeding the 30-foot requirement by 5 feet. Tower A presents no setback compliance concerns.
Tower B (Lots 4–6). The proposed building footprint for Tower B is located within the buildable area defined by the setback lines on all sides; however, one area warrants attention. At the southeastern corner of the Tower B footprint, the proposed building line is located approximately 2 feet from the required 15-foot side setback line measured from the eastern boundary of Lot 6 (the common boundary with 1600 Wills Street, LLC). While this placement is technically compliant—the building line is approximately 17 feet from the eastern boundary, which exceeds the 15-foot requirement by 2 feet—the margin is narrow by industry standards for a high-rise construction project.
This tight margin raises the following concerns:
(a) Construction Tolerance. High-rise construction involves a degree of dimensional tolerance, and the as-built footprint may vary slightly from the design footprint. A 2-foot margin provides limited room for any construction deviation, and an encroachment of the as-built building beyond the setback line would constitute a zoning violation.
(b) Surveyor Accuracy. While the Survey is prepared to professional standards, the positional accuracy of the boundary line and setback line depictions has inherent limitations. A 2-foot margin is within the range where small survey errors could become significant.
(c) Foundation and Below-Grade Considerations. The building footprint as depicted on the Survey is measured at ground level. Below-grade elements (such as foundation walls, caissons, or below-grade parking structures) may extend beyond the above-grade footprint and must also comply with setback requirements.
All existing improvements on the Property (which are to be demolished) are located within the Property boundaries and do not affect setback compliance for the new development.
C. Recommendations.
1. Architectural Coordination. Confirm with the project architect (Stonefield Advisory Group) that the final construction documents maintain adequate setback clearance at the southeastern corner of Tower B. We recommend that the design maintain a minimum 3-foot margin from all setback lines, which would require a modest adjustment to the southeastern corner of the Tower B footprint (approximately 1 foot of additional setback).
2. Contractor Coordination. Ensure that Pinnacle General Contractors, Inc. is aware of the tight setback margin and implements appropriate layout verification procedures during construction, including independent survey staking and periodic as-built surveys during foundation and structural framing.
3. Zoning Confirmation. Obtain written confirmation from the Baltimore City Department of Planning that the building permit application (expected Q1 2026) will not trigger any additional setback review or variance requirement, and that the PUD setback requirements depicted on the Survey are current and have not been modified since the adoption of Ordinance No. 24-0417.
VIII. Flood Zone Determination
A. FEMA Flood Map Analysis
The Survey includes a flood zone determination pursuant to Table A Item 3, referencing the Federal Emergency Management Agency ("FEMA") Flood Insurance Rate Map ("FIRM") for Baltimore City, Maryland, Community Panel No. 24510C0076J, effective date October 16, 2020. The flood zone designations shown on the Survey are as follows:
• Zone X (Unshaded). The majority of the Property—approximately 6.8 acres, encompassing Lots 1 through 4 and the inland (northern) portions of Lots 5 and 6—is located in Zone X, which is defined by FEMA as an area of minimal flood hazard, outside both the 100-year (1% annual chance) and 500-year (0.2% annual chance) floodplains. No flood insurance is required for structures located within Zone X under the National Flood Insurance Program ("NFIP"), although lenders may impose separate requirements.
• Zone AE. Approximately 1.4 acres along the waterfront edge of the Property—including portions of Lots 1 and 2 and the southern tip of Lot 6—are located within Zone AE, which is defined by FEMA as a Special Flood Hazard Area ("SFHA") subject to inundation by the 1% annual chance (100-year) flood. The Base Flood Elevation ("BFE") for this area is approximately 9 feet NAVD88 (North American Vertical Datum of 1988), as indicated on the FIRM and as noted on the Survey.
The boundary between Zone X and Zone AE is depicted on the Survey as a dashed line running approximately east-west across the southern portion of the Property, generally following the 9-foot elevation contour line. The Zone AE area corresponds to the lower-elevation waterfront portion of the Property closest to the Inner Harbor.
B. Impact on Development
The flood zone determination is generally favorable for the proposed Harbor Point Towers development. The proposed building footprints for both Tower A and Tower B are located entirely within Zone X, which means that the towers themselves are outside the 100-year floodplain and are not subject to FEMA NFIP elevation or floodproofing requirements. This is a significant positive finding, as locating high-rise residential structures within a Special Flood Hazard Area would impose substantial design constraints, increased insurance costs, and regulatory compliance burdens.
The Zone AE areas on the Property correspond primarily to the following planned improvements:
• The waterfront promenade, a publicly accessible pedestrian walkway planned along the southern edge of the Property.
• Stormwater management facilities within the variable-width stormwater management easement along Lots 1 and 2 (see Section VI.A.4 above).
• Surface-level amenity areas, including landscaping, seating, and outdoor gathering spaces.
These types of improvements are generally permissible within the flood zone, subject to compliance with Baltimore City floodplain management regulations (Baltimore City Building, Fire, and Related Codes, Article 00, as amended) and FEMA NFIP requirements. Specifically, any new construction or substantial improvement within the Zone AE area must be designed and constructed to comply with the following:
(a) All new construction must have the lowest floor (including basement) elevated to or above the BFE of 9 feet NAVD88, or must be designed with adequate floodproofing measures.
(b) Materials used below the BFE must be flood-resistant.
(c) Construction must not reduce the flood-carrying capacity of the floodplain.
(d) A development permit must be obtained from the Baltimore City Floodplain Administrator prior to any construction within the Zone AE area.
With respect to the Construction Loan from Meridian National Bank, N.A., federal regulations (42 U.S.C. § 4012a; 12 C.F.R. Part 339) require that lenders notify borrowers and require flood insurance for any building or personal property securing a loan that is located in or to be located in a Special Flood Hazard Area. While the building footprints for both towers are in Zone X, any insurable improvements within the Zone AE area (such as permanent structures associated with the promenade or stormwater facilities) may trigger the flood insurance requirement. We anticipate that Meridian will require a standard FEMA flood determination as part of the construction loan closing deliverables.
C. Recommendations.
1. Design Compliance. Confirm that the project design (architectural and civil engineering) addresses BFE requirements for all improvements proposed within the Zone AE area. This includes ensuring that finished floor elevations for any enclosed structures (if any) within the Zone AE area are at or above the BFE of 9 feet NAVD88, and that the waterfront promenade, stormwater facilities, and amenity areas are designed with flood-resistant materials and construction methods.
2. Flood Insurance. Coordinate with Greystone Mutual Insurance Company, the JV's insurance broker, regarding builder's risk insurance coverage for flood exposure during construction. Determine whether a separate flood insurance policy is required for improvements within the Zone AE area, and obtain such coverage as needed for the construction loan closing.
3. FEMA Flood Determination. Obtain a formal FEMA Standard Flood Hazard Determination (SFHD) letter from a qualified flood determination service provider for the lender's file. This determination should be included in the closing deliverables for the February 15, 2026 construction loan closing with Meridian.
4. Post-Construction LOMA/LOMR. Following construction, evaluate whether a Letter of Map Amendment ("LOMA") or Letter of Map Revision ("LOMR") application to FEMA may be appropriate if site grading and construction activities raise the elevation of the waterfront area above the BFE of 9 feet NAVD88. A successful LOMA or LOMR could result in the reclassification of portions of the waterfront area from Zone AE to Zone X, which would eliminate the ongoing flood insurance requirement and enhance the long-term value of the development.
A copy of the relevant FEMA FIRM panel with the Property overlay is attached as Exhibit D to this memorandum.
IX. Utilities
A. Utility Infrastructure Depicted on Survey
Pursuant to Table A Item 11, the Survey identifies the following utility infrastructure on or immediately adjacent to the Property. Our analysis addresses each utility type and its implications for the proposed development.
1. Water. The Survey depicts a Baltimore City DPW water main running beneath the Wills Street public right-of-way, generally parallel to the northern boundary of the Property. Water service connection points are observed at Lots 1 and 4, where existing water lateral lines extend from the main in the right-of-way to the Property. The existing laterals served the former commercial uses on the Property and are of unknown capacity. Adequate capacity for the proposed 610-unit residential and 45,000-square-foot retail development must be confirmed through the building permit and utility connection process with Baltimore City DPW. Based on preliminary discussions with the project civil engineer, we understand that a new 12-inch water main connection may be required to serve the development, which will need to be coordinated with DPW.
2. Sanitary Sewer. A sanitary sewer main is located within the 20-foot sanitary sewer easement along the western boundary of Lot 1, as discussed in detail in Section VI.A.1 above. The Survey depicts the sewer main as running generally north-south through the easement corridor, connecting to the Baltimore City sanitary sewer system via an interceptor located to the south of the Property near the waterfront. In addition to the main sewer line within the easement, the Survey depicts existing sewer lateral connections at Lots 2 and 5, serving the former commercial structure on Lot 2 and a former commercial use on Lot 5, respectively. These existing laterals will need to be capped and abandoned in accordance with DPW requirements upon demolition of the existing improvements, and new sewer connections will need to be established for the development.
3. Storm Drainage. The Survey depicts an existing storm sewer system on the Property, with a primary stormwater outfall to the Inner Harbor along the waterfront within the stormwater management easement on Lots 1 and 2 (see Section VI.A.4 above). The system includes existing catch basins and storm drain inlets on Lots 1, 3, and 5, connected by underground storm drain piping to the outfall. The proposed development will require a complete redesign and reconstruction of the stormwater management system in accordance with the PUD approval conditions and Maryland Stormwater Design Manual requirements. The existing storm drainage infrastructure will be demolished and replaced.
4. Electric. As discussed in Section VI.A.2 above, the Survey depicts overhead and underground electric utility lines along the northern boundary of Lots 5 and 6 within the 15-foot BGE electric utility easement. In addition, the Survey depicts a transformer pad location on Lot 6, near the northeastern corner of the lot. The existing overhead lines and transformer will require relocation as part of the site development. The Survey also depicts underground electric conduit running from the transformer pad to the existing commercial structure on Lot 2. BGE will need to design and install new electric service infrastructure for the two-tower development, including new transformer pads, switchgear, and underground distribution.
5. Gas. The Survey depicts a natural gas main operated by BGE running beneath the Wills Street public right-of-way, with existing gas service laterals extending to Lots 2 and 4. The existing gas laterals served the former commercial uses and will need to be capped and abandoned upon demolition. New gas service connections will be required for the development, subject to coordination with BGE and the project mechanical engineer.
6. Telecommunications. The Survey depicts underground telecommunications conduit along the northern boundary of the Property, co-located with the electric utility easement corridor along Lots 5 and 6. The telecommunications infrastructure appears to include fiber optic and copper conduit serving the surrounding neighborhood. Coordination with the telecommunications provider (believed to be Northgate Enterprises and/or Ashgrove & Co.) will be required for new service connections to the development.
B. Utility Relocation Requirements
Based on the Survey, the following utility relocation and modification activities will be required in connection with the development:
• Overhead Electric Lines (Lots 5–6): Relocation of existing overhead electric lines to underground, as discussed in Section VI.A.2.
• Existing Water and Sewer Laterals: Capping and abandonment of existing water laterals (Lots 1 and 4) and sewer laterals (Lots 2 and 5) serving the demolished structures, per Baltimore City DPW requirements, followed by installation of new connections.