Contract analysis

I. Proposed Mediator Verimark proposes that the mediation be conducted before the Honorable Patricia Everwood (Ret.), a former Circuit Judge of the Eleventh Judicial Circuit, Miami-Dade County, Florida, who now serves as a private mediator and arbitrator at Everwood Dispute Resolution PLLC, located at 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood is widely recognized for her extensive ex

II. Proposed Dates Verimark proposes a two-day mediation session to be held on Thursday, March 14, 2024, and Friday, March 15, 2024. We believe that two full days are appropriate and, indeed, necessary given the complexity of the case, the number of parties involved (Verimark, Coastal Palms, Randall Brecker individually, and Suncoast Room Management Inc.), the scope of the damages claim (approximately $150 million on

III. Fee Arrangement Verimark proposes that the mediation fees charged by Everwood Dispute Resolution PLLC be split equally between Verimark, on the one hand, and Coastal Palms (inclusive of any co-defendants), on the other. Judge Everwood's standard fee arrangement for two-day commercial mediations will be confirmed in a separate engagement letter to be executed upon both parties' agreement to proceed. Each party sh

IV. Confidentiality The mediation proceedings shall be conducted in accordance with the confidentiality protections afforded by Section 44.405, Florida Statutes, and all applicable provisions of Chapter 44 of the Florida Statutes governing mediation confidentiality and privilege. All communications made during the mediation, including any offers of settlement, statements of position, admissions, concessions, or other

V. Attendance and Authority Verimark requests that representatives of Coastal Palms Franchise Holdings LLC with full and unconditional settlement authority attend the mediation in person at the mediation site. Given Mr. Randall Brecker's role as Managing Member of Coastal Palms, and given his individual status as a named defendant in this action, Verimark specifically requests that Mr. Brecker attend in person and pa

VI. Logistical Details The mediation shall be conducted in person at the offices of Everwood Dispute Resolution PLLC, 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood's offices include multiple conference rooms suitable for caucus sessions, and the Coral Gables location is reasonably accessible to counsel for both parties. Verimark proposes that each party submit a confidential mediation st

VII. Case Posture Supporting Mediation We believe the current procedural posture of this case makes mediation particularly well timed and likely to be productive. By way of summary: • Verimark filed its Complaint on March 7, 2022, asserting ten counts against Coastal Palms, Randall Brecker, and Suncoast Room Management Inc. Coastal Palms filed its Answer, Affirmative Defenses, and Counterclaim (seeking approximately

VIII. Request for Response We respectfully request that Whitfield, Barrow & Crane, on behalf of Coastal Palms, confirm the following by no later than February 27, 2024: (a) Coastal Palms' agreement to participate in mediation; (b) Coastal Palms' agreement to the selection of the Honorable Patricia Everwood (Ret.) as mediator, or, alternatively, any proposed alternative mediator for Verimark's consideration; and (c) C

IX. Reservation of Rights This mediation proposal is made without prejudice to Verimark's rights and positions in the above-captioned litigation, including, without limitation, Verimark's right to proceed to trial on all remaining counts of its Complaint and to seek the full measure of damages established by the Court's liability ruling on Counts I and II. Nothing in this letter, in any subsequent agreement to mediat