HARRIS BEACH :=2:

ATTORNEYS AT LAW

99 GARNSEY ROAD
PITTSFORD, NY 14534
(585) 419-8800
December 28, 2017
H. TODD BULLARD
PARTNER
DIRECT: (585) 419-8696
FAx: (585) 419-8816
TBULLARD@HARRISBEACH.COM
Sent Via U.S. First Class Mail and E Mail
- -

Jerauld E. Brydges, Esq.

Harter Secrest & Emery LLP
1600 Bausch & Lomb Place
Rochester, New York 14604

Re: South Wedge Planning Committee, Inc. ("SWPC") dispute with South East
Area Coalition, Inc. ("SEAC")

Dear Mr. Brydges:

We are in receipt of your letter dated December 21, 2017, which we received on
December 26, 2017. Your letter attempts to respond to the Cease and Desist letter dated October
24, 2017 sent to your colleague, Christine O'Connor, who is associated with your law firm.

It is clear that you do not have a complete understanding of the "Intentions, Governance
and Operations Agreement" (the "Agreement") entered into by the parties on October 31, 2013.
We have reviewed the course of conduct between the parties, as well as, the documents and
payments related thereto. The documents consistently illustrate that the parties have been
abiding by the Agreement up until the present date or until your colleague, Ms. O'Connor,
attempted to improperly terminate the Agreement.

Suffice it to say, we have different opinions on the course of conduct and the intentions
of the Agreement. SWPC's legal opinion is based on a review of the documents related to
operations of the not-for-profit corporation.

Please take notice, there have been slanderous and defamatory statements communicated
in writing to both consultants for SWPC, Mr. Logan's employer and other parties related to this
pending dispute. Specifically, a SEAC board member and a member recruited by Ms. O'Connor,
Corey Tinsley, has sent various defamatory and slanderous communications intended to harm
both SWPC and individual board members [Frank Logan] and employees [John Page]. (Please
advise if you represent Cory Tinsley in his capacity as a SEAC Board member). Before this
matter gets worse and there are various lawsuits filed against individuals, I suggest that we sit
down with a mediator to resolve this matter.

The letter sent to Ms. O'Connor does not concede that she remains the chair of SEAC's
Board of Directors, only that she has been acting in a manner that is inconsistent with the
agreements between the two not-for-profit corporations. Moreover, SWPC's actions with respect
to the bank accounts are consistent with banking law and the signature cards related to those

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Jerauld E. Brydges, Esq. HARRIS BEACH
December 28, 2017 ATTORNEYS AT LAW
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accounts, as well as, the Treasurer, Anthony J. Sciarabba's, recollection and understanding of the
intent of the bank resolutions.

We do welcome the opportunity to resolve this matter short of litigation and we trust that
any threats contained in your letter are merely gratuitous comments that are not intended to
frustrate any attempt at settlement in this matter. I would like to discuss this matter further with
you and perhaps set up a mediation process or, if that fails, negotiate an arbitration agreement so
that both parties can submit their claims to binding arbitration.

Please do not hesitate to contact me.

Very truly ours,

071.1 F
Averi
H. Todd Bullard
Partner

HTB:sem

cc: Frank Logan

John Page