OMB No. 1545-0150
DEPARTMENT OF THE TREASURY — INTERNAL REVENUE SERVICE
Form 2848
Power of Attorney and Declaration of Representative
▶ Go to www.irs.gov/Form2848 for instructions and the latest information.
▶ For IRS Use Only Received by: ___ Function: ___
Date: ___
Filed: September 22, 2025
PART I — POWER OF ATTORNEY
CAUTION: A separate Form 2848 must be completed for each taxpayer. Form 2848 will not be honored for any purpose other than representation before the IRS.
Line 1 — Taxpayer Information
(Taxpayer(s) must sign and date this form on page 2, Part I.)
Line 2 — Representative(s)
You must list below the name, mailing address, and telephone number of each representative. Complete each entry fully. Additional representatives may be listed on an attached supplemental sheet.
Representative 1:
Representative 2:
Line 3 — Acts Authorized
Description of Matter. The representatives listed in Line 2 above are authorized to represent the taxpayer before the Internal Revenue Service with respect to the following specific tax matter(s):
Specific use not recorded on Centralized Authorization File (CAF): — This Form 2848 is filed in connection with a private letter ruling request submitted to the IRS National Office and is for a specific use not recorded on the Centralized Authorization File (CAF). Because this power of attorney relates to a request for a private letter ruling from the IRS National Office, Associate Chief Counsel (Income Tax & Accounting), it will not be recorded on the CAF. See Rev. Proc. 2025-1, § 11.03.
Line 4 — Specific Acts Authorized
In addition to the acts otherwise authorized in this power of attorney, the following specific acts are authorized:
The representatives named in Line 2 above are authorized to perform the following specific acts on behalf of Fairwater Real Estate Investment Trust:
(a) Represent Fairwater Real Estate Investment Trust before the IRS National Office, Associate Chief Counsel (Income Tax & Accounting), Branch 2 — Financial Institutions & Products, in all matters relating to the private letter ruling request described in Line 3 above, including but not limited to initial review, substantive analysis, and all stages of the ruling process through issuance or withdrawal of the ruling request;
(b) Execute consents extending the statutory period for assessment or collection of tax, including but not limited to any consent under Internal Revenue Code § 6501(c)(4) or § 6502(a)(2);
(c) Execute waivers, closing agreements under Internal Revenue Code § 7121, and any other instruments or documents that may be required or requested by the IRS in connection with the resolution of the ruling request;
(d) Attend and participate in pre-ruling conferences with the IRS National Office and any other meetings, telephone conferences, or other communications as may be scheduled or requested by the IRS in connection with the ruling request, whether in person, by video conference, or by telephone;
(e) Receive and respond to all correspondence from the IRS related to the ruling request, including but not limited to additional information requests, adverse determination letters, proposed adverse rulings, and any other written or electronic communications from the IRS National Office;
(f) Sign and submit supplemental submissions, additional information, documentation, legal memoranda, representations, and any other materials as may be requested or required by the IRS in connection with the ruling request;
(g) Receive confidential tax information related to the matters described in Line 3, including but not limited to any return information within the meaning of Internal Revenue Code § 6103, to the extent such information is disclosed by the IRS in connection with the ruling request; and
(h) Perform any and all other acts that the representatives deem necessary or appropriate in connection with the representation of Fairwater Real Estate Investment Trust before the IRS with respect to the matters described in Line 3.
Line 5 — Retention/Revocation of Prior Power(s) of Attorney
Check the applicable box below:
The filing of this power of attorney automatically revokes all earlier power(s) of attorney on file with the Internal Revenue Service for the same tax matters and years or periods covered by this document. If the taxpayer does not want to revoke a prior power of attorney, the taxpayer must attach a copy of any prior power of attorney that the taxpayer wants to remain in effect. Note: No prior power of attorney is currently on file with the IRS National Office for the specific tax matter and periods described in Line 3 above. This box is checked as a precautionary measure.
The filing of this power of attorney does NOT revoke any prior power(s) of attorney on file with the IRS.
Line 6 — Taxpayer Signature(s)
IF THE TAXPAYER IS NOT SIGNING THIS POWER OF ATTORNEY AS AN INDIVIDUAL, the individual signing must have the authority to execute this form on behalf of the taxpayer. See instructions.
The undersigned taxpayer hereby appoints the representatives named in Line 2 as attorneys-in-fact and agents for the purpose and to the extent described in Lines 3 and 4, including the authority to receive and inspect confidential tax information and to perform acts described in Lines 3 and 4, subject to any revocation, and, if applicable, the taxpayer hereby revokes all earlier powers of attorney for the same tax matters and years or periods covered by this document (except for the power(s) of attorney attached, if any).
Note: Jonathan M. Hirota signs on behalf of Fairwater Real Estate Investment Trust in his capacity as Vice President, Tax. Mr. Hirota is duly authorized to sign this Form 2848 on behalf of the taxpayer pursuant to a delegation of authority from the Chief Executive Officer and General Counsel of Fairwater Real Estate Investment Trust, dated March 15, 2024, a copy of which is maintained in the corporate records of the taxpayer and is available upon request by the Internal Revenue Service. See Treas. Reg. § 601.503(b)(3) (fiduciary or officer of the taxpayer authorized to bind the entity may sign Form 2848).
PART II — DECLARATION OF REPRESENTATIVE
Under penalties of perjury, I declare that:
• I am not currently under suspension or disbarment from practice before the Internal Revenue Service;
• I am subject to regulations contained in Circular 230 (31 CFR, Subtitle A, Part 10), as amended, governing practice before the Internal Revenue Service;
• I am authorized to represent the taxpayer(s) identified in Part I for the tax matter(s) specified therein; and
• I am one of the following:
a — Attorney — a member in good standing of the bar of the highest court of the jurisdiction shown below.
b — Certified Public Accountant — duly qualified to practice as a certified public accountant in the jurisdiction shown below.
c — Enrolled Agent — enrolled as an agent by the IRS Office of Professional Responsibility.
d — Officer — a full-time officer of the taxpayer organization.
e — Full-Time Employee — a full-time employee of the taxpayer.
f — Family Member — a member of the taxpayer's immediate family (spouse, parent, child, grandparent, grandchild, step-parent, step-child, brother, or sister).
g — Enrolled Actuary — enrolled as an actuary by the Joint Board for the Enrollment of Actuaries.
h — Unenrolled Return Preparer — (limited representation under Rev. Proc. 2014-42 and annual filing season program).
k — Qualifying Student or Law Graduate — (under Circular 230, §§ 10.7(d) or (e)).
r — Enrolled Retirement Plan Agent — enrolled as a retirement plan agent by the IRS Office of Professional Responsibility.
IF THIS DECLARATION OF REPRESENTATIVE IS NOT COMPLETED, SIGNED, AND DATED, THE IRS WILL RETURN THIS POWER OF ATTORNEY. REPRESENTATIVES MUST SIGN IN THE ORDER LISTED IN PART I, LINE 2.
Representative 1 — Sylvia Hartwell
I, Sylvia Hartwell, hereby declare under penalties of perjury that the statements made in this Declaration of Representative are true, correct, and complete. I am a member in good standing of the bar of the District of Columbia Court of Appeals, the highest court of the District of Columbia. I am aware of my obligations under Treasury Department Circular No. 230, as amended (31 C.F.R. Part 10), including but not limited to the duty to exercise due diligence and to provide competent representation, and I am not currently under suspension or disbarment from practice before the Internal Revenue Service, nor am I the subject of any pending disciplinary proceeding. I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
Representative 2 — Garrett Simmons
I, Garrett Simmons, hereby declare under penalties of perjury that the statements made in this Declaration of Representative are true, correct, and complete. I am a member in good standing of the bar of the Supreme Court of Virginia, the highest court of the Commonwealth of Virginia. I am aware of my obligations under Treasury Department Circular No. 230, as amended (31 C.F.R. Part 10), including but not limited to the duty to exercise due diligence and to provide competent representation, and I am not currently under suspension or disbarment from practice before the Internal Revenue Service, nor am I the subject of any pending disciplinary proceeding. I am authorized to represent the taxpayer identified in Part I for the tax matter(s) specified therein.
ATTACHMENT TO FORM 2848
COVER NOTE — PRIVATE LETTER RULING REQUEST
Fairwater Real Estate Investment Trust (EIN 52-4718263)
September 22, 2025
Internal Revenue Service Associate Chief Counsel (Income Tax & Accounting) Branch 2 — Financial Institutions & Products 1111 Constitution Avenue NW Washington, DC 20224
Re: Form 2848 — Power of Attorney and Declaration of Representative Taxpayer: Fairwater Real Estate Investment Trust (EIN 52-4718263) Private Letter Ruling Request — REIT Qualification under IRC §§ 856–860 Calderwood & Harkness LLP Matter No. 1036-00006
Dear Sir or Madam:
This Form 2848 (Power of Attorney and Declaration of Representative) accompanies the private letter ruling request submitted on behalf of Fairwater Real Estate Investment Trust (the "Taxpayer" or "Fairwater"), EIN 52-4718263, on September 22, 2025, to the Internal Revenue Service National Office, Associate Chief Counsel (Income Tax & Accounting), 1111 Constitution Avenue NW, Washington, DC 20224. The ruling request is submitted pursuant to Rev. Proc. 2025-1 and seeks guidance on certain issues arising in connection with the Taxpayer's proposed acquisition of the Southgate Portfolio from Thornfield Development Group, LLC (EIN 83-2956104) and the formation and capitalization of Fairwater Southgate TRS, Inc., a proposed taxable REIT subsidiary.
Ruling Issues. The ruling request seeks confirmation by the Internal Revenue Service that:
1. Rents from Real Property (IRC § 856(d)). Rents received by Fairwater from Fairwater Southgate TRS, Inc. under intercompany leases of real property assets within the Southgate Portfolio will constitute "rents from real property" within the meaning of Internal Revenue Code § 856(d), provided that such rents are determined at arm's-length rates consistent with the requirements of IRC § 856(d)(7)(B). The intercompany lease structure contemplates that Fairwater Southgate TRS, Inc. will serve as lessee of certain hospitality and mixed-use assets within the Southgate Portfolio and will sublease or operate such properties through independent contractors and third-party management companies. The ruling request addresses the application of IRC § 856(d)(1), (d)(2), and (d)(7)(B) to the proposed intercompany lease arrangements.
2. TRS Asset Test and 75%/25% Asset Tests (IRC § 856(c)(4)). The formation and capitalization of Fairwater Southgate TRS, Inc. will not cause Fairwater to fail the 20% TRS asset test under IRC § 856(c)(4)(B)(ii) or the 75% real estate asset test or 25% other asset test under IRC § 856(c)(4)(A) and (B)(i). The ruling request includes detailed pro forma asset calculations demonstrating compliance with each of the quarterly asset tests, taking into account the projected fair market values of the Southgate Portfolio assets, the initial capitalization of Fairwater Southgate TRS, Inc., and the Taxpayer's existing asset base.
3. Tenant Improvement Allowances (IRC § 856(d)(7)(C)(i)). Certain tenant improvement allowances to be funded by Fairwater for the benefit of third-party retail tenants occupying commercial space within the Southgate Portfolio will not be treated as "impermissible tenant service income" within the meaning of IRC § 856(d)(7)(C)(i). The ruling request addresses the characterization of these tenant improvement allowances as customary capital expenditures incurred by a landlord in the ordinary course of property ownership, rather than as services rendered by the Taxpayer to or on behalf of tenants that would give rise to impermissible tenant service income.
IRS User Fee. Enclosed with the ruling request is the IRS user fee in the amount of $38,000.00, as required under Category 2 of Rev. Proc. 2025-1, Appendix A. Payment is made by check drawn on Ridgeline National Bank, N.A., check no. 00471826, payable to the order of the "United States Treasury."
Contact Information. All correspondence, including additional information requests, proposed rulings, adverse determinations, and scheduling of pre-ruling conferences, should be directed to the undersigned representatives:
Sylvia Hartwell, Esq. Calderwood & Harkness LLP 1750 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7100
Fax: (202) 555-7199
Email: shartwell@calderwoodharkness.com
Garrett Simmons, Esq. Calderwood & Harkness LLP 1750 K Street NW, Suite 900 Washington, DC 20006 Telephone: (202) 555-7100
Fax: (202) 555-7199
Email: gsimmons@calderwoodharkness.com
We respectfully request that the IRS confirm receipt of this filing by contacting the undersigned at the telephone number or email address set forth above.
Thank you for your attention to this matter. We look forward to working with the examining attorney assigned to this ruling request.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Sylvia Hartwell Partner (202) 555-7100
By: ________
Garrett Simmons Counsel (202) 555-7100
FILING / SUBMISSION RECORD
(Internal Use — Calderwood & Harkness LLP)
The following information is maintained for internal records and tracking purposes. This page does not constitute part of IRS Form 2848 and should not be filed with the Internal Revenue Service.
Accompanying Documents:
1. Private letter ruling request (including all exhibits and appendices), original and one copy, totaling approximately 147 pages;
2. IRS user fee transmittal letter addressed to the IRS National Office, Associate Chief Counsel (Income Tax & Accounting), enclosing check no. 00471826 in the amount of $38,000.00, drawn on Ridgeline National Bank, N.A., payable to the order of the United States Treasury;
3. Check no. 00471826 in the amount of $38,000.00, drawn on Ridgeline National Bank, N.A., payable to the order of the United States Treasury (Category 2 user fee under Rev. Proc. 2025-1, Appendix A);
4. Form 2848 — Power of Attorney and Declaration of Representative (this document), original and one copy;
5. Supporting exhibits, including:
(a) Pro forma asset test calculations as of projected closing date and subsequent quarterly testing dates;
(b) Draft intercompany lease agreements between Fairwater and Fairwater Southgate TRS, Inc.;
(c) Independent appraisal report prepared by Meridian Valuation Services, LLC, dated August 30, 2025, regarding fair market values of the Southgate Portfolio assets;
(d) Board of Trustees resolution of Fairwater Real Estate Investment Trust, dated August 12, 2025, authorizing the proposed transaction and the filing of the ruling request;
(e) Draft TRS election under IRC § 856(l)(1) for Fairwater Southgate TRS, Inc.;
(f) Organizational chart depicting the proposed post-closing ownership structure of Fairwater, Fairwater Southgate TRS, Inc., Thornfield Development Group, LLC, and the Southgate Portfolio entities;
(g) Representations of the Taxpayer, as required under Rev. Proc. 2025-1, § 7.01; and
(h) Penalties of perjury statement, as required under Rev. Proc. 2025-1, § 7.01(16).
CONFIDENTIAL: This document and all accompanying materials are subject to the attorney-client privilege, the tax practitioner privilege under IRC § 7525, and the work product doctrine. Unauthorized disclosure, copying, or distribution is strictly prohibited. If you have received this document in error, please notify Calderwood & Harkness LLP immediately at (202) 555-7100 and destroy all copies.
| Field | Entry |
| Taxpayer name | Fairwater Real Estate Investment Trust |
| Taxpayer identification number (EIN) | 52-4718263 |
| Daytime telephone number | (410) 555-8200 |
| Street address (including apt. no.) | 2400 Harbor Promenade, Suite 1100 |
| City, state, ZIP code | Baltimore, MD 21202 |
| Plan number (if applicable) | N/A |
| Field | Entry |
| Name | Sylvia Hartwell |
| Firm name | Calderwood & Harkness LLP |
| Street address | 1750 K Street NW, Suite 900 |
| City, state, ZIP code | Washington, DC 20006 |
| PTIN | P01882447 |
| CAF No. | Check if new: Power of Attorney |
| Telephone No. | (202) 555-7100 |
| Fax No. | (202) 555-7199 |
| Designation (see instructions) | a — Attorney |
| Jurisdiction (state) or other licensing authority | District of Columbia |
| Check if to receive copies of notices and communications | Yes |
| Field | Entry |
| Name | Garrett Simmons |
| Firm name | Calderwood & Harkness LLP |
| Street address | 1750 K Street NW, Suite 900 |
| City, state, ZIP code | Washington, DC 20006 |
| PTIN | P02094518 |
| CAF No. | Check if new: Power of Attorney | ||
| Telephone No. | (202) 555-7100 | ||
| Fax No. | (202) 555-7199 | ||
| Designation (see instructions) | a — Attorney | ||
| Jurisdiction (state) or other licensing authority | Virginia | ||
| Check if to receive copies of notices and communications | Yes | ||
| Type of Tax | Tax Form Number | Year(s) or Period(s) | Specific Tax Matter(s) |
| Income / REIT Qualification | Private Letter Ruling Request (under Rev. Proc. 2025-1) | Taxable years ending December 31, 2025, and subsequent taxable years, as applicable | Private letter ruling request regarding the qualification of Fairwater Real Estate Investment Trust as a real estate investment trust under Internal Revenue Code §§ 856–860, in connection with the proposed acquisition of the Southgate Portfolio from Thornfield Development Group, LLC (EIN 83-2956104) and the formation and capitalization of Fairwater Southgate TRS, Inc., a proposed taxable REIT subsidiary. |
| Field | Entry | ||
| Entity name | Fairwater Real Estate Investment Trust | ||
| Signature | /s/ Jonathan M. Hirota | ||
| Printed name | Jonathan M. Hirota | ||
| Title | Vice President, Tax | ||
| Date | September 22, 2025 | ||
| Field | Entry | ||
| Designation | a — Attorney | ||
| Jurisdiction (state) or other licensing authority | District of Columbia | ||
| Bar number | DC Bar No. 1027583 | ||
| Signature | /s/ Sylvia Hartwell | ||
| Date | September 22, 2025 | ||
| Field | Entry | ||
| Designation | a — Attorney | ||
| Jurisdiction (state) or other licensing authority | Virginia | ||
| Bar number | Virginia State Bar No. 89214 | ||
| Signature | /s/ Garrett Simmons |
| Date | September 22, 2025 |
| Field | Detail |
| Taxpayer | Fairwater Real Estate Investment Trust |
| EIN | 52-4718263 |
| Calderwood & Harkness LLP Matter No. | 1036-00006 |
| Filed with | IRS National Office, Associate Chief Counsel (Income Tax & Accounting), 1111 Constitution Avenue NW, Washington, DC 20224 |
| Method of delivery | Severin Partners LLC Overnight Priority |
| Severin Partners LLC tracking number | 7749-2281-3364 |
| Date shipped | September 22, 2025 |
| Responsible attorney | Sylvia Hartwell |
| Supervising partner | Sylvia Hartwell |
| Other attorney | Garrett Simmons |