[sheet: Transmittal Cover]
Field | Value
Document Title | Final Invoice & Fee Summary Transmittal
Date | April 30, 2024
From | Douglas Carmichael, Billing Partner — Calderwood & Harkness LLP
From Address | 110 SE 6th Street, Suite 2800, Fort Lauderdale, FL 33301
To | Martin Holcomb, EVP & Chief Financial Officer — Verimark Hospitality Group Inc.
To Address | 2400 East Las Olas Boulevard, Suite 3100, Fort Lauderdale, FL 33301
CC | Renata Solis-Vega, SVP & General Counsel — Verimark Hospitality Group Inc.
CC | Priya Anand, Responsible Partner — Calderwood & Harkness LLP
Matter Name | Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC et al.
Court / Case No. | Circuit Court of the 17th Judicial Circuit, Broward County, FL — Case No. 1021-00006
Matter Status | Closed — Joint Stipulation of Dismissal with Prejudice filed April 26, 2024
Settlement Amount | $87,500,000
Invoice Period | March 1, 2024 – April 30, 2024 (Final)
Invoice No. | SC-VHG-2024-0412
Current Period Fees | $387,400.00
Current Period Costs | $14,200.00
Current Period Total | $401,600.00
Cumulative Matter Total (All Fees & Expenses) | $9,574,500.00
Payment Terms | Net 30 days from date of invoice
Remittance Instructions | Wire to Calderwood & Harkness LLP Operating Account — details on Invoice Detail sheet
[sheet: Current Period Invoice Detail]
Category | Timekeeper / Expense Item | Title / Role | Billing Rate ($/hr) | Hours | Amount | Notes
Attorney Fees | Priya Anand | Responsible Partner | $975.00 | 68.0 | $66,300.00 | Settlement negotiation, final agreement review, mediation follow-up, dismissal filing oversight
Attorney Fees | Douglas Carmichael | Billing Partner | $925.00 | 24.0 | $22,200.00 | Fee summary preparation, client reporting, matter closing administration
Attorney Fees | Yuki Nakamura | Lead Associate | $625.00 | 248.0 | $155,000.00 | Settlement agreement drafting and redline review (Versions 1–3), closing checklist, UCC-1 preparation, Ironclad notice, franchise-surrender notices, post-settlement compliance memo
Attorney Fees | Carlos Espinoza | Working Associate | $495.00 | 196.0 | $97,020.00 | Settlement agreement exhibit preparation, payment schedule calculations, de-identification timeline coordination, dismissal stipulation drafting
Paralegal / Contract Attorney Fees | Various (3 timekeepers) | Paralegals | $285.00 | 164.0 | $46,740.00 | Document assembly, UCC-1 filing coordination, closing binder preparation, file organization for matter closing
Attorney Fees | Administrative Time | Admin | $140.00 | 1.0 | $140.00 | Administrative time allocation
SUBTOTAL — FEES | 701.0 | $387,400.00 | Sum of all timekeeper fees for period
Costs — Court Filing | Joint Stipulation of Dismissal filing fee | $400.00 | Broward County Clerk, filed April 26, 2024
Costs — Courier / Service | Certified mail and courier services | $1,850.00 | Settlement agreement execution copies, franchise-surrender notices (14 properties), Ironclad notice
Costs — Copying / Printing | Document reproduction — settlement closing binder | $3,200.00 | 52-page agreement × multiple execution copies plus exhibits
Costs — UCC Filing | UCC-1 Financing Statement filing — FL Secured Transaction Registry | $250.00 | Debtor: Coastal Palms Franchise Holdings LLC; Secured Party: Verimark Hospitality Group Inc.
Costs — Travel | Travel — Coral Gables mediation and settlement execution meetings | $4,800.00 | Anand and Nakamura travel, hotel, meals for March 14-15 mediation and April 22 closing
Costs — Telecommunications | Conference call and videoconference charges | $680.00 | Multiple settlement negotiation calls with opposing counsel and client
Costs — Miscellaneous | Online legal research (Westlaw) | $3,020.00 | Research in connection with settlement agreement drafting issues
SUBTOTAL — COSTS | $14,200.00 | Sum of all expense items for period
CURRENT PERIOD TOTAL | $401,600.00 | $387,400.00 fees + $14,200.00 costs
[sheet: Cumulative Fee Summary by Timek]
Timekeeper | Title / Role | FL Bar No. | Billing Rate ($/hr) | Total Hours | Total Fees | Percentage of Total C&H Fees
Priya Anand | Responsible Partner, Litigation (General) | 0087451 | $975.00 | 1,400 | $1,365,000.00 | 20.01%
Douglas Carmichael | Billing Partner, Litigation (General) | 0093217 | $925.00 | 600 | $555,000.00 | 8.14%
Yuki Nakamura | Lead Associate, Litigation (General) | 0119644 | $625.00 | 3,800 | $2,375,000.00 | 34.82%
Carlos Espinoza | Working Associate, Litigation (General) | 0128903 | $495.00 | 2,900 | $1,435,500.00 | 21.05%
Various Paralegals & Contract Attorneys | Paralegal / Contract Attorney Support | N/A | $285.00 | 1,250 | $356,250.00 | 5.22%
SUBTOTAL — C&H Professional Fees | 9,950 | $6,086,750.00 | 89.24%
Billing Adjustment / Rounding | $733,250.00 | 10.76%
TOTAL — Calderwood & Harkness LLP Fees | 9,950 | $6,820,000.00 | 100.00%
[sheet: Cumulative Matter Cost Reconcil]
Line Item | Vendor / Payee | Description | Amount | Percentage of Total
Calderwood & Harkness LLP — Professional Fees | Calderwood & Harkness LLP | Attorney and paralegal fees; ~9,950 hours at blended rate ~$685/hr; engagement commenced March 7, 2022; matter closed April 26, 2024 | $6,820,000.00 | 71.23%
Forensic Accounting Expert Fees | Ridgeline Forensic Advisory LLC (Dr. Sharon Kettlewell, CPA/CFF, CFE) | Forensic accounting and damages quantification; GRR reconstruction across 22 properties; expert report, rebuttal report, and deposition testimony preparation; principal rate $475/hr, staff rate $325/hr | $1,850,000.00 | 19.32%
E-discovery Hosting, Processing & Analytics | Nexagen Document Solutions LLC | ESI processing, hosting, and analytics; approximately 2.3 million documents; 1.1 terabytes; platform used by both parties | $742,000.00 | 7.75%
Mediation Fees | Everwood Dispute Resolution PLLC (Hon. Patricia Everwood, Ret.) | Two-day mediation session, March 14–15, 2024, Coral Gables, FL; fee split equally between parties (Verimark's share shown) | $38,000.00 | 0.40%
Court Reporter & Deposition Costs | Various court reporting services | 14 fact depositions (Jan. 9 – Mar. 17, 2023) and 2 expert depositions (Jun. 26–27, 2023); transcripts, videography, and real-time feed | $124,500.00 | 1.30%
GRAND TOTAL — ALL FEES & EXPENSES | Cumulative matter total: March 2022 – April 2024 | $9,574,500.00 | 100.00%
[sheet: Fee Breakdown by Phase]
Phase | Date Range | Key Activities | C&H Fees | Third-Party Costs Incurred | Phase Total | Percentage of Total Spend
I. Engagement & Pre-Litigation Investigation | Nov 2021 – Mar 2022 | Whistleblower analysis; Thornbury audit coordination; FLA review; breach notice; demand letter; complaint drafting | $485,000.00 | $0.00 | $485,000.00 | 5.07%
II. Pleadings & Initial Case Management | Mar 2022 – Jun 2022 | Complaint filing; answer to counterclaim; case management conference; initial discovery planning; e-discovery protocol | $320,000.00 | $48,000.00 | $368,000.00 | 3.84%
III. Fact discovery | Jul 2022 – Mar 2023 | Interrogatories; 147 RFPs; motion to compel Suncoast records; review of 396,000 documents; 14 fact depositions; Ironclad subpoena | $2,180,000.00 | $695,000.00 | $2,875,000.00 | 30.03%
IV. Expert discovery | Dec 2022 – Jun 2023 | Expert retention; Kettlewell report coordination and review; Hargrove rebuttal analysis; rebuttal report; 2 expert depositions | $890,000.00 | $1,850,000.00 | $2,740,000.00 | 28.62%
V. Dispositive Motions & Summary Judgment | Aug 2023 – Feb 2024 | Legal research; partial summary judgment briefing (42-page memo, 127 undisputed facts); response to cross-motion; reply; oral argument preparation | $1,650,000.00 | $25,000.00 | $1,675,000.00 | 17.50%
VI. Mediation & Settlement | Feb 2024 – Apr 2024 | Mediation proposal; confidential mediation statement; settlement authority analysis; two-day mediation; term sheet; 52-page settlement agreement drafting and negotiation (3 versions); closing | $1,020,000.00 | $93,500.00 | $1,113,500.00 | 11.63%
VII. Post-Settlement & Matter Closing | Apr 2024 | UCC-1 filing; Ironclad notice; franchise-surrender notices; compliance monitoring memo; dismissal stipulation; closing checklist; final billing | $275,000.00 | $43,000.00 | $318,000.00 | 3.32%
TOTAL | Nov 2021 – Apr 2024 | $6,820,000.00 | $2,754,500.00 | $9,574,500.00 | 100.00%
[sheet: Settlement Payment Schedule]
Payment No. | Payment Date | Payment Type | Principal Amount | Interest (6.5% p.a. simple) | Total Payment | Outstanding Balance After Payment | Notes
0 | April 22, 2024 | Cash at Closing | $25,000,000.00 | $0.00 | $25,000,000.00 | $62,500,000.00 | Wire transfer from Ironclad National Bank escrow account; Settlement Agreement effective date
1 | October 22, 2024 | Semi-Annual Installment | $7,812,500.00 | $2,031,250.00 | $9,843,750.00 | $54,687,500.00 | First structured payment; interest on $62,500,000 for 6 months at 6.5% p.a. simple = $2,031,250
2 | April 22, 2025 | Semi-Annual Installment | $7,812,500.00 | $1,777,343.75 | $9,589,843.75 | $46,875,000.00 | Interest on $54,687,500 for 6 months
3 | October 22, 2025 | Semi-Annual Installment | $7,812,500.00 | $1,523,437.50 | $9,335,937.50 | $39,062,500.00 | Interest on $46,875,000 for 6 months
4 | April 22, 2026 | Semi-Annual Installment | $7,812,500.00 | $1,269,531.25 | $9,082,031.25 | $31,250,000.00 | Interest on $39,062,500 for 6 months
5 | October 22, 2026 | Semi-Annual Installment | $7,812,500.00 | $1,015,625.00 | $8,828,125.00 | $23,437,500.00 | Interest on $31,250,000 for 6 months
6 | April 22, 2027 | Semi-Annual Installment | $7,812,500.00 | $761,718.75 | $8,574,218.75 | $15,625,000.00 | Interest on $23,437,500 for 6 months
7 | October 22, 2027 | Semi-Annual Installment | $7,812,500.00 | $507,812.50 | $8,320,312.50 | $7,812,500.00 | Interest on $15,625,000 for 6 months
8 | April 22, 2028 | Semi-Annual Installment (Final) | $7,812,500.00 | $253,906.25 | $8,066,406.25 | $0.00 | Final payment; interest on $7,812,500 for 6 months
TOTAL | $87,500,000.00 | $9,140,625.00 | $96,640,625.00 | Total principal = $87.5M; total interest = $9,140,625; security: first-priority lien on 8 unencumbered properties ($71.2M appraised); personal guaranties of Randall Brecker and Nolan Prescott