December 20, 2017

H. Todd Bullard, Esq.

HARRIS BEACH PLLC
99 Garnsey Road
Pittsford, NY 14534

Re: South East Area Coalition, Inc. dispute with South Wedge Planning
Committee, Inc.

Dear Mr. Bullard:

Please be advised that this office represents the South East Area Coalition, Inc.
(“SEAC”). We understand that you represent the South Wedge Planning Committee, Inc.
(“SWPC”). Please forward all future correspondence to my attention and instruct your clients to
(1) refrain from any further contact with SEAC board members and SEAC’s executive director,
and (2) refrain from making any additional false and defamatory statements about SEAC, its
board members, and SEAC’s executive director.

We are in receipt of your letter dated October 24, 2017. We have reviewed the
Agreement As to the Intentions, Governance, and Operations of the South East Area Coalition,
Inc. and South Wedge Planning Committee, Inc., effective October 31, 2013 (the “Agreement”)
referenced in your letter. By its own terms, the Agreement expired on October 31, 2015. See
Agreement ¶ 12. The Agreement “may be modified only by a written agreement of the
participating corporations.” See Agreement ¶ 26. This was never done; the Agreement is
terminated. SEAC’s voluntary affiliation with SWPC since the expiration of the Agreement does
not create a contractual or quasi-contractual relationship.

Moreover, contrary to the allegations in your letter, SWPC, not SEAC, breached the
Agreement when it was in effect. As one example of such a breach (among many), the
Agreement required SWPC to be “solely responsible for tracking all time spent by its employees
and agents working for the benefit of SEAC and shall invoice SEAC monthly, on the last day of
each month, or thereafter, for the value of the services provided. SWPC employees and agents
shall be directed to reasonably account for all hours devoted to SEAC-related work. SEAC shall
be entitled to request, and receive upon reasonable notice, information sufficient to verify the
salary, benefits, and time spent by SWPC employees or agents performing services for the
benefit of SEAC.” See Agreement, Attachment D. This was never done, despite repeated
requests from the SEAC Board.

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Additionally, we have become aware that SWPC has falsely held itself out as SEAC, or
as having the authority to act on behalf of SEAC, and has interfered with SEAC’s banking and
insurance relationships. To this end, we are aware that SWPC purported to create meeting
minutes appointing a “new” SEAC Board of Directors. By your letter to Ms. O’Connor, it is
clear that you and SWPC understand that Ms. O’Connor remains the Chair of SEAC’s Board of
Directors. SWPC must immediately cease and desist these improper and illegal actions.
SWPC has no legal right to the funds in SEAC’s bank accounts.

We have also become aware that SWPC’s newspaper, “The Wedge,” recently published
an inaccurate listing of SEAC’s current Board of Directors (copy enclosed). We demand that
your clients immediately print a retraction and/or correction. Please feel free to contact me for
an accurate list of SEAC’s Board of Directors.

Please take notice that SEAC will not hesitate to hold SWPC and its board of directors
liable for their illegal and improper actions. Please advise if SWPC would like to resolve its
various disputes with SEAC short of litigation.

Thank you for your prompt attention to these matters.

Very truly yours,

Harter Secrest & Emery LLP

Jerauld E. Brydges
DIRECT DIAL: 585.231.1239
EMAIL: JBRYDGES@HSELAW.COM

JEB:mcm

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