1021-00006 · Client 1021 · Discovery

first-rfp-coastal-palms.docx DOCUMENT Litigation

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IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA

CASE NO.: 1021-00006

PLAINTIFF'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS AND THINGS TO DEFENDANT COASTAL PALMS FRANCHISE HOLDINGS LLC

Directed to: Defendant Coastal Palms Franchise Holdings LLC, through its counsel of record, Whitfield, Barrow & Crane LLP, 1221 Brickell Avenue, Suite 3000, Miami, Florida 33131 (Attention: Gabriela Montes, Esq.)

Served: July 11, 2022

Pursuant to Florida Rule of Civil Procedure 1.350, Plaintiff Verimark Hospitality Group Inc. ("Verimark" or "Plaintiff"), by and through its undersigned attorneys, Calderwood & Harkness LLP, hereby requests that Defendant Coastal Palms Franchise Holdings LLC ("Coastal Palms" or "CPFH") produce the documents and things described below for inspection and copying within thirty (30) days of service of this Request, or at such earlier time as may be required by order of this Court. Plaintiff notes that this Request is served simultaneously with Plaintiff's First Set of Interrogatories to Defendant Coastal Palms Franchise Holdings LLC (twenty-five (25) interrogatories).

Documents responsive to this Request shall be produced at the offices of Calderwood & Harkness LLP, 110 SE 6th Street, Suite 2800, Fort Lauderdale, Florida 33301, or at such other location as the parties may mutually agree, or in electronic format consistent with any ESI protocol agreed upon by the parties. The parties anticipate entering into a Joint Stipulation Regarding E-discovery Protocol, and Plaintiff reserves its rights to supplement or modify production-format requirements consistent with that forthcoming protocol. To the extent production is made electronically, documents should be produced in their native format or as single-page TIFF images with extracted text, metadata, and a standard load file (e.g., Ashgrove Technologies .dat or relativity .opt), unless the parties agree otherwise.

I. DEFINITIONS

A. Defined Terms

As used in this Request for Production, the following terms shall have the meanings set forth below. These definitions are intended to be cumulative and not exclusive of any broader meaning that any term may have under the Florida Rules of Civil Procedure or applicable law.

1. "Coastal Palms" or "CPFH" shall mean Defendant Coastal Palms Franchise Holdings LLC, a Florida limited liability company, including its officers, directors, members, managers, employees, agents, representatives, accountants, attorneys (to the extent communications are not protected by the attorney-client privilege or work-product doctrine), predecessors, successors, and assigns, and any person or entity acting on its behalf or at its direction.

2. "Verimark" or "VHG" shall mean Plaintiff Verimark Hospitality Group Inc., a Delaware corporation.

3. "Suncoast" shall mean Suncoast Room Management Inc., a Florida corporation of which Defendant Randall Brecker is President, and which is alleged to have collected revenues from direct bookings on behalf of properties operated by Coastal Palms, including revenues from walk-in guests, corporate-direct contracts, and the website gulfcoastrooms.com.

4. "Gulf Breeze" shall mean Gulf Breeze Hospitality LLC, a Florida limited liability company that owns and/or operates six (6) Verimark Suites properties located in Southwest Florida, of which Randall Brecker is the Managing Member.

5. "Savannah Lodging" shall mean Savannah Lodging Partners LLC, a Georgia limited liability company that owns and/or operates four (4) Verimark Suites properties located in coastal Georgia, of which Randall Brecker is the Managing Member.

6. "Property Entities" shall mean, collectively, Gulf Breeze Hospitality LLC, Savannah Lodging Partners LLC, and any other entity that owns, operates, manages, or holds any direct or indirect interest in any of the twenty-two (22) hotel properties operated under Franchise License Agreements with Verimark, including but not limited to any single-purpose entities, special-purpose vehicles, or holding companies through which such interests are held.

7. "Brecker" shall mean Randall "Randy" Brecker, individually, who is the Managing Member of Coastal Palms Franchise Holdings LLC (holding a sixty percent (60%) equity interest therein) and the President of Suncoast Room Management Inc.

8. "Theresa Brecker" shall mean Theresa Brecker, a Member of Coastal Palms Franchise Holdings LLC (holding a fifteen percent (15%) equity interest therein).

9. "Prescott" shall mean Nolan Prescott, a Member of Coastal Palms Franchise Holdings LLC (holding a twenty-five percent (25%) equity interest therein), described by Defendants as a passive investor.

10. "FLA" or "Franchise License Agreement" shall mean any and all Franchise License Agreements entered into between Verimark (or any of its predecessors or affiliates) and Coastal Palms (or any Property Entity), including the first FLA executed on or about June 15, 2007 (covering the Naples, Florida property), and the most recent FLA executed on or about September 3, 2019, and all twenty-two (22) individual FLAs covering the properties within the Coastal Palms portfolio, together with all amendments, addenda, supplements, exhibits, schedules, side letters, and ancillary agreements related thereto.

11. "GRR" or "Gross Room Revenue" shall mean "Gross Room Revenue" as that term is defined in Section 4.1 of the FLAs, which provides: "all revenues derived from or attributable to the rental of guest rooms at the Hotel, including revenues from any booking channel, direct or indirect, and regardless of the entity collecting such revenue."

12. "Royalty" shall mean the royalty payment equal to five percent (5%) of Gross Room Revenue required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.1 of the FLAs.

13. "Marketing-Fund Contribution" shall mean the contribution equal to two and one-half percent (2.5%) of Gross Room Revenue required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.2 of the FLAs.

14. "Technology Fee" shall mean the per-available-room-per-month fee of twelve dollars and fifty cents ($12.50), subject to annual adjustment based on the Consumer Price Index (capped at three percent (3%) per annum), required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.3 of the FLAs.

15. "Properties" or "Hotel Properties" shall mean the twenty-two (22) franchised hotel properties operated by Coastal Palms (or any Property Entity), of which eighteen (18) are branded as "Verimark Suites" and four (4) are branded as "Verimark Select," comprising approximately three thousand seven hundred forty (3,740) total guest rooms located across the States of Florida and Georgia.

16. "Relevant Period" shall mean January 1, 2007 through the date on which documents are produced in response to this Request, unless a more specific timeframe is stated in a particular Request. The Relevant Period is defined to extend back to January 1, 2007, in order to encompass the inception of the franchise relationship and to provide baseline comparison data, notwithstanding that the underreporting of Gross Room Revenue is estimated to have commenced no later than January 2013, coinciding with the formation of Suncoast Room Management Inc.

17. "OTA" shall mean any Online Travel Agency, including but not limited to Bramwell Holdings, Aldermere Technologies (including Drayton Software and Brightmoor Industries), Penmark Industries, Northpoint Corporation, Drayton Corporation, Greaves Group, Brightwater Industries, Kestrel Group, and any other third-party booking platform through which guest rooms at the Properties were offered for sale or through which reservations were made.

18. "Document" or "Documents" shall have the broadest meaning permitted under Florida Rule of Civil Procedure 1.350 and shall include, without limitation: writings of every kind and description, whether handwritten, typed, printed, or electronically generated or stored; correspondence; emails (including email headers, attachments, and embedded images); text messages; instant messages (including messages sent via any messaging platform such as Westmark Software, Meridian Services Inc., Harborline Technologies, Meridian Solutions, Northgate Data Systems, or any other application); memoranda; notes; reports; summaries; analyses; financial statements; ledgers; journals; spreadsheets (including all tabs, formulas, and embedded data); databases and database exports; invoices; receipts; contracts; agreements; amendments; schedules; exhibits; presentations (including Northgate Services Inc., Tidewater Data Systems, or similar presentations); charts; graphs; drawings; recordings (audio and video); voicemails (recorded or transcribed); photographs; electronically stored information ("ESI"); metadata associated with any electronic document; and all drafts, copies, and versions of any of the foregoing that differ in any respect from the original or from any other copy, including documents bearing handwritten notations, markings, or comments.

19. "Communication" shall mean any oral, written, or electronic exchange of information between two or more persons, including but not limited to letters, emails, text messages, voicemails, instant messages, facsimiles, meeting minutes, notes of conversations, telephone call logs, video conference recordings, and any other form of transmittal of information, whether formal or informal.

20. "Concerning" or "Relating to" shall mean referring to, regarding, describing, evidencing, constituting, mentioning, reflecting, connected with, commenting on, responsive to, discussing, pertaining to, in any way relevant to, or having any logical relationship to the subject matter referenced, and shall be construed in the broadest sense permitted under the Florida Rules of Civil Procedure.

21. "Ironclad" shall mean Ironclad National Bank, a nationally chartered commercial bank and the commercial lender holding first-lien mortgage loans on eighteen (18) of the twenty-two (22) Hotel Properties, with an aggregate outstanding principal balance of approximately ninety-four million dollars ($94,000,000) as of the date of filing of this action.

22. "gulfcoastrooms.com" shall mean the unbranded booking website operated by Suncoast Room Management Inc. through which direct guest-room bookings at certain Properties were solicited, processed, and collected outside of Verimark's proprietary reservation system, without disclosure to Verimark.

B. General Instructions

The following general instructions apply to all Requests for Production set forth below:

1. Scope of Production. Each Request shall be construed to call for all responsive documents within Coastal Palms' possession, custody, or control. For purposes of this Request, documents shall be deemed to be within Coastal Palms' "possession, custody, or control" if Coastal Palms has the legal right or practical ability to obtain such documents, including without limitation documents held by Suncoast Room Management Inc., any Property Entity (including Gulf Breeze Hospitality LLC and Savannah Lodging Partners LLC), Randall Brecker (in any capacity), Theresa Brecker, Nolan Prescott, and any agents, employees, accountants, bookkeepers, property managers, or other representatives of any of the foregoing entities or persons.

2. Privilege Log. If any document responsive to any Request is withheld in whole or in part on the basis of attorney-client privilege, the work-product doctrine, or any other asserted privilege or protection, Coastal Palms shall provide a privilege log that identifies, for each withheld document: (a) the nature and type of the document (e.g., email, memorandum, letter); (b) the date of the document; (c) the author(s) and all recipients (including all persons copied); (d) the general subject matter of the document, described with sufficient specificity to permit an assessment of the privilege claim without revealing privileged content; and (e) the specific privilege(s) or protection(s) asserted as the basis for withholding the document. The privilege log shall be produced at the time of Coastal Palms' response to this Request or at such other time as the Court may direct.

3. Organization of Production. Documents shall be produced either (a) as they are kept in the ordinary course of business, organized and labeled to correspond to the categories in the Requests to which they are responsive, or (b) in electronic format, Bates-stamped with sequential numbering (e.g., CPFH-000001), accompanied by a load file and any necessary supporting files (e.g., TIFF images, extracted text files, native files). In either case, the producing party shall identify which Request(s) each document is produced in response to.

4. Lost or Destroyed Documents. If any document responsive to any Request is no longer in existence or has been lost, destroyed, discarded, or otherwise disposed of, Coastal Palms shall identify the document to the fullest extent possible, including its nature, date, author(s), recipient(s), and subject matter, and shall state when and how the document was lost, destroyed, discarded, or disposed of, and shall identify the person(s) who authorized or performed such action. This instruction is without prejudice to Plaintiff's right to seek sanctions, adverse inferences, or other relief for spoliation of evidence.

5. Time Period. Unless a specific time period is stated in a particular Request, each Request covers the Relevant Period, defined as January 1, 2007 through the date of production.

6. Continuing Obligation. These Requests are continuing in nature pursuant to Florida Rule of Civil Procedure 1.280(e). Coastal Palms has a continuing obligation to supplement its responses as additional responsive documents are identified, located, or come into its possession, custody, or control, including documents created or received after the date of Coastal Palms' initial response.

II. REQUESTS FOR PRODUCTION

Category A: Franchise License Agreements and Related Documents

REQUEST NO. 1: All twenty-two (22) Franchise License Agreements between Verimark and Coastal Palms (or any Property Entity), including the first FLA executed on or about June 15, 2007 (covering the Naples, Florida property) and the most recent FLA executed on or about September 3, 2019, together with all amendments, addenda, supplements, side letters, schedules, and exhibits thereto.

REQUEST NO. 2: All applications, proposals, or submissions made by Coastal Palms or any Property Entity to Verimark in connection with any FLA, including without limitation franchise applications, franchise disclosure documents, financial qualifications packages, personal guaranty forms, background-check authorizations, and any property-management agreements submitted during the franchise-application process.

REQUEST NO. 3: All correspondence, communications, and meeting notes between Coastal Palms (including Brecker, Theresa Brecker, Prescott, or any officer, employee, agent, or representative of Coastal Palms or any Property Entity) and Verimark concerning the negotiation, execution, amendment, renewal, or interpretation of any FLA, including any drafts exchanged during negotiations and any redlines or comments thereon.

REQUEST NO. 4: All documents concerning the territory, location, or geographic scope of each FLA, including any territorial exclusivity agreements, area-development agreements, multi-unit development schedules, rights of first refusal, or impact-study requirements associated with any FLA.

REQUEST NO. 5: All documents concerning the renewal, extension, or transfer of any FLA rights, including any notices of intent to renew, renewal applications, transfer-consent requests, and any conditions imposed by Verimark in connection with any renewal, extension, or transfer.

REQUEST NO. 6: All notices of default, cure notices, breach notices, or similar communications sent or received by Coastal Palms in connection with any FLA, including without limitation Verimark's Notice of Material Breach dated February 4, 2022, and Coastal Palms' response thereto dated February 28, 2022, and any prior notices or warnings of any nature.

REQUEST NO. 7: All documents concerning any disputes, disagreements, complaints, or grievances between Coastal Palms and Verimark regarding the terms, performance, or interpretation of any FLA, arising at any time prior to the filing of this action on March 7, 2022, including informal complaints, telephone conversations, in-person meetings, and any escalation of issues to senior management on either side.

REQUEST NO. 8: All documents relating to Coastal Palms' obligations under FLA Section 4.1 (royalty on Gross Room Revenue), Section 4.2 (marketing-fund contribution), and Section 4.3 (technology fee), including without limitation any internal guidance, memoranda, instructions, checklists, procedures, or training materials concerning the calculation, reporting, or payment of such fees, and any communications with Verimark regarding the amount, timing, or method of such payments.

REQUEST NO. 9: All documents concerning Coastal Palms' understanding, interpretation, or application of the term "Gross Room Revenue" as defined in FLA Section 4.1, including any internal memoranda, legal opinions, accounting guidance, or discussions addressing the scope of revenues to be included in GRR, the treatment of revenue collected by entities other than the franchisee, or the effect of booking-channel structure on GRR calculations.

REQUEST NO. 10: All documents concerning Coastal Palms' obligations under FLA Section 8.2 (audit rights), including all correspondence with Verimark about audits or audit requests, all audit reports, audit findings, and any responses or objections to audit findings, and any documents reflecting Coastal Palms' preparation for, cooperation with, or resistance to any audit or examination conducted or requested by Verimark.

REQUEST NO. 11: All documents concerning FLA Section 14.1 (cure provisions), Section 14.2(c) (systematic underreporting of GRR as an incurable material breach), and Section 15.3 (liquidated damages calculated at three times (3×) trailing-twelve-month royalties per affected property), including any legal advice received by Coastal Palms (to the extent not protected by the attorney-client privilege), any internal analysis of these provisions, and any assessment of Coastal Palms' potential exposure or liability under these provisions.

REQUEST NO. 12: All documents concerning the late-payment interest provision in FLA Section 4.6, which provides for interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, compounded monthly, including any communications between Coastal Palms and Verimark regarding late payments, interest accrual, disputed charges, or requests for waiver or reduction of interest.

Category B: Gross Room Revenue Reports and Calculations

REQUEST NO. 13: All monthly Gross Room Revenue reports submitted by Coastal Palms (or any Property Entity) to Verimark for each of the twenty-two (22) Properties from January 2007 through the date of production, including all cover letters, transmittal emails, and any supporting schedules or backup documentation submitted with such reports.

REQUEST NO. 14: All supporting worksheets, calculations, reconciliations, work papers, and backup documentation used to prepare or compile the monthly GRR reports identified in Request No. 13, including all spreadsheets, database exports, and property management system reports from which the reported GRR figures were derived.

REQUEST NO. 15: All internal memoranda, instructions, policies, procedures, manuals, or guidelines governing how Gross Room Revenue was calculated, compiled, reviewed, approved, or reported to Verimark, including any changes to such policies or procedures over time and any documents reflecting the rationale for such changes.

REQUEST NO. 16: All documents reflecting the actual total revenue derived from or attributable to the rental of guest rooms at each Property, from any and all booking channels (including but not limited to Verimark's proprietary reservation system, OTAs, walk-in bookings, telephone reservations, corporate-direct contracts, gulfcoastrooms.com, group bookings, and any other source), for each month from January 2007 through the date of production, regardless of whether such revenue was included in or excluded from GRR reports submitted to Verimark.

REQUEST NO. 17: All documents reflecting revenue collected by Suncoast Room Management Inc. from the rental of guest rooms at any Property, including without limitation revenue from walk-in bookings, telephone reservations, corporate-direct contracts, bookings made through gulfcoastrooms.com, and any other booking channel through which Suncoast received, processed, or collected room-rental revenue, broken down by Property and by month.

REQUEST NO. 18: All documents reflecting the "management fee" of twelve percent (12%) (or any other percentage, amount, or formula) retained by Suncoast on direct-booking revenues before remitting the remaining balance to the applicable Property Entity, including any agreements establishing such fee, any changes to the fee over time, and any calculations or accountings of such fees.

REQUEST NO. 19: All documents showing the calculation, payment, and remittance of Suncoast management fees, including invoices issued by Suncoast, payment records, wire transfer confirmations, check images, internal accounting entries, general ledger postings, and any reconciliations of management fees against gross revenues collected.

REQUEST NO. 20: All documents reflecting the netting or deduction of OTA commissions, fees, chargebacks, or other charges from Gross Room Revenue before reporting to Verimark, including any classification of OTA net-rate payments as "commissions receivable," any internal accounting policies or memoranda supporting such treatment, and any calculations or worksheets showing the net amounts reported to Verimark after such deductions.

REQUEST NO. 21: All documents reflecting the gross amount of revenue received from each OTA channel for each Property, prior to any netting, deduction, or commission offset, including all OTA remittance statements, reconciliation reports, and settlement statements, broken down by OTA, by Property, and by month.

REQUEST NO. 22: All reconciliations or comparisons, whether formal or informal, of (a) revenue reported to Verimark as Gross Room Revenue with (b) total revenue received or collected from all sources for each Property, including any schedules, worksheets, variance analyses, or explanatory memoranda addressing differences between reported GRR and actual total room-rental revenue.

REQUEST NO. 23: All documents reflecting adjustments, reclassifications, corrections, or restatements made to GRR figures at any time, whether before or after submission to Verimark, including any amended reports, correcting entries, and any communications with Verimark regarding such adjustments.

REQUEST NO. 24: All documents reflecting rooms added to any Property without notice to Verimark, including without limitation the approximately two hundred fourteen (214) rooms identified by Plaintiff's forensic analysis as having been added across four (4) properties without notification to Verimark, including construction permits, certificates of occupancy, renovation plans, room-addition cost records, and any communications regarding the decision not to notify Verimark of such room additions.

REQUEST NO. 25: All room-count reports, certificates of occupancy, occupancy permits, renovation records, expansion documentation, and construction-completion certificates for each Property showing the total number of available rooms and any changes in room count over time from January 2007 through the present.

REQUEST NO. 26: All documents reflecting technology-fee calculations and payments for each Property, including room counts used in such calculations, Consumer Price Index adjustment calculations, and payment records (wire transfers, checks, ACH transactions) evidencing technology-fee payments to Verimark.

REQUEST NO. 27: All royalty payment records, wire transfer confirmations, ACH transaction records, check images, payment ledgers, remittance advices, and account statements reflecting royalty payments made to Verimark under FLA Section 4.1 for each Property, on a monthly basis, from January 2007 through the date of production.

REQUEST NO. 28: All marketing-fund contribution payment records, wire transfer confirmations, ACH transaction records, check images, payment ledgers, remittance advices, and account statements reflecting marketing-fund contribution payments made to Verimark under FLA Section 4.2 for each Property, on a monthly basis, from January 2007 through the date of production.

REQUEST NO. 29: All documents reflecting any underpayment, shortfall, discrepancy, or variance identified by Coastal Palms (or any Property Entity, Suncoast, or any accountant, auditor, or financial advisor) in royalty, marketing-fund, or technology-fee payments made to Verimark, including any internal memoranda, emails, reports, or analyses identifying or quantifying such underpayments.

REQUEST NO. 30: All documents reflecting or concerning any audit, review, examination, analysis, or assessment of the accuracy of GRR reporting to Verimark, conducted by or on behalf of Coastal Palms, any Property Entity, or Suncoast, including any internal audits, accountant reviews, CPA engagement letters, audit work papers, and audit findings.

Category C: Suncoast Room Management Inc. Records

REQUEST NO. 31: All organizational documents of Suncoast Room Management Inc., including its Articles of Incorporation, Bylaws, any operating agreement (if the entity was initially or subsequently organized as a limited liability company), shareholder agreements, board resolutions, written consents of shareholders or directors, and all amendments to any of the foregoing.

REQUEST NO. 32: All documents reflecting the formation, purpose, and business plan of Suncoast, including any memoranda, presentations, business plans, pro forma analyses, correspondence, or meeting notes concerning the decision to establish Suncoast in or around January 2013, the rationale for creating a separate entity to collect hotel revenues, and the expected relationship between Suncoast and Coastal Palms, the Property Entities, and Verimark.

REQUEST NO. 33: All management agreements, service agreements, consulting agreements, booking agreements, or other contracts between Suncoast and Coastal Palms, any Property Entity, or any other entity concerning the management, operation, marketing, sale, or booking of guest rooms at any Property, including all amendments and modifications thereto.

REQUEST NO. 34: All financial statements of Suncoast, including balance sheets, income statements (profit-and-loss statements), cash flow statements, and statements of shareholders' or members' equity, whether audited, reviewed, compiled, or internally prepared, for each fiscal year from 2013 through the present.

REQUEST NO. 35: All general ledgers, subsidiary ledgers, journals, and trial balances of Suncoast for each fiscal year from 2013 through the present, in both detail and summary format.

REQUEST NO. 36: All bank statements for every account held by Suncoast at any financial institution (including checking accounts, savings accounts, money market accounts, certificates of deposit, and any other deposit or investment account), from January 2013 through the present.

REQUEST NO. 37: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Suncoast bank account from January 2013 through the present.

REQUEST NO. 38: All invoices issued by Suncoast to Coastal Palms, any Property Entity, any hotel guest, or any other party, from January 2013 through the present, including invoices for management fees, booking services, and any other charges.

REQUEST NO. 39: All invoices received by Suncoast from any third party, including OTAs, credit card processors, payment gateways, website hosting providers, marketing vendors, and other service providers, from January 2013 through the present.

REQUEST NO. 40: All tax returns filed by Suncoast (federal, state, and local), including all schedules, attachments, K-1 forms, and supporting work papers, for each fiscal year from 2013 through the present.

REQUEST NO. 41: All documents reflecting revenue collected by Suncoast from walk-in guests at any Property, including daily walk-in revenue reports, guest folios, registration cards, payment records, and cash receipts journals, broken down by Property and by month.

REQUEST NO. 42: All documents reflecting revenue collected by Suncoast from corporate-direct contracts for any Property, including the corporate-direct contracts themselves, rate agreements, booking logs, reservation confirmations, payment records, and accounts-receivable aging reports, broken down by corporate client, by Property, and by month.

REQUEST NO. 43: All documents concerning the website gulfcoastrooms.com, including without limitation documents relating to its creation, domain registration, hosting arrangements, website design and development, content management, booking engine functionality, payment processing integration, search engine optimization, and revenue generated through the website, broken down by Property and by month.

REQUEST NO. 44: All booking logs, reservation records, confirmation emails, guest folios, and check-in/check-out records for bookings processed through gulfcoastrooms.com from its inception through the present, including all data fields captured in the booking process (guest name, dates of stay, rate, room type, Property, payment information, and booking source identifier).

REQUEST NO. 45: All documents concerning any other unbranded, non-Verimark, or alternative booking channel used to sell, market, or distribute guest rooms at any Property, including any direct-booking website other than gulfcoastrooms.com, telephone reservation systems operated outside of Verimark's proprietary reservation system, or any other channel through which rooms were sold without routing through Verimark's system.

REQUEST NO. 46: All documents reflecting the allocation, distribution, remittance, or transfer of Suncoast revenues to Coastal Palms, any Property Entity, or any member of Coastal Palms (including Brecker, Theresa Brecker, or Prescott), including wire transfers, checks, intercompany journal entries, distribution schedules, and any accounting for retained management fees.

REQUEST NO. 47: All documents reflecting Suncoast's payroll records, employee lists, organizational charts, and reporting structures from 2013 through the present, including the names, titles, and job descriptions of all Suncoast employees.

REQUEST NO. 48: All communications between Suncoast (including any officer, director, employee, or agent of Suncoast) and Coastal Palms (or any Property Entity) concerning revenue collection, booking operations, management fees, remittance of funds, revenue allocation, or the relationship between Suncoast-collected revenues and GRR reporting to Verimark.

REQUEST NO. 49: All communications between Brecker (in any capacity, including as Managing Member of Coastal Palms, President of Suncoast, or Managing Member of any Property Entity) and any employee or agent of Suncoast concerning the exclusion of Suncoast-collected revenues from GRR reports submitted to Verimark, the treatment of Suncoast revenues for franchise-fee purposes, or any instruction to exclude, omit, or separate Suncoast-collected revenues from reported GRR.

REQUEST NO. 50: All communications between Suncoast (or any officer, employee, or agent thereof) and any OTA concerning the listing, pricing, availability, or booking of guest rooms at any Property, including communications regarding rate parity, channel management, or the identity of the entity operating the hotel.

REQUEST NO. 51: All documents reflecting Suncoast's accounting treatment of revenue collected on behalf of the Properties, including journal entries, account classifications, chart of accounts, accounting policies, and any memoranda or correspondence with accountants regarding the appropriate accounting treatment of such revenue.

REQUEST NO. 52: All minutes of shareholder meetings, board of directors meetings, or informal meetings of Suncoast officers or directors from 2013 through the present.

REQUEST NO. 53: All documents reflecting any payments, salary, wages, bonuses, distributions, dividends, loans, expense reimbursements, or other transfers of value from Suncoast to Brecker, Theresa Brecker, Prescott, or any other individual, including any member of Brecker's family.

REQUEST NO. 54: All documents concerning any legal advice obtained by Suncoast regarding its relationship with Coastal Palms, its collection of hotel revenues, its obligations (or lack thereof) under the FLAs, or its potential liability in connection with the matters alleged in this action. To the extent any documents are withheld on the basis of the attorney-client privilege or work-product doctrine, a privilege log conforming to the requirements of General Instruction No. 2 shall be provided.

REQUEST NO. 55: All documents reflecting Suncoast's insurance policies, including general liability, professional liability, errors-and-omissions, directors-and-officers, commercial property, and any other insurance coverage, from 2013 through the present.

Category D: Property-Level Financial Records

REQUEST NO. 56: All financial statements for each Property Entity (including Gulf Breeze Hospitality LLC and Savannah Lodging Partners LLC), including balance sheets, income statements (profit-and-loss statements), cash flow statements, and statements of members' equity, whether audited, reviewed, compiled, or internally prepared, for each fiscal year from 2007 through the present.

REQUEST NO. 57: All general ledgers, subsidiary ledgers, journals, and trial balances for each Property Entity for each fiscal year from 2007 through the present, in both detail and summary format.

REQUEST NO. 58: All property-level profit-and-loss statements (sometimes referred to as "STAR reports," "P&L statements," or "operating statements") for each of the twenty-two (22) Properties for each fiscal year from 2007 through the present, including monthly breakdowns where available.

REQUEST NO. 59: All bank statements for every account held by each Property Entity at any financial institution (including checking accounts, savings accounts, money market accounts, escrow accounts, reserve accounts, certificates of deposit, and any other deposit or investment account), from January 2007 through the present.

REQUEST NO. 60: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Property Entity bank account from January 2007 through the present.

REQUEST NO. 61: All property management system ("PMS") data, reports, and exports for each Property, including daily revenue reports, occupancy reports, average daily rate ("ADR") reports, revenue per available room ("RevPAR") reports, rate-code summaries, source-of-business reports, market-segment reports, and any other reports generated by or exported from the PMS, from January 2007 through the present. This request encompasses data from all PMS platforms used at any Property during the Relevant Period.

REQUEST NO. 62: All night audit reports and daily revenue summaries for each Property from January 2007 through the present, including any night audit packets, daily flash reports, and daily manager's reports.

REQUEST NO. 63: All point-of-sale ("POS") records and reports for each Property from January 2007 through the present, to the extent such records reflect incidental charges posted to guest folios or reflect room-charge privileges associated with guest-room stays.

REQUEST NO. 64: All guest folios, registration cards, and check-in/check-out records for each Property from January 2013 through the present. Plaintiff recognizes the potential volume of responsive documents and will accept production in electronic format, including PMS data exports with all associated metadata, in lieu of individual guest folio images, provided that such exports include all relevant data fields (guest name, dates of stay, rate, room type, booking source, folio charges, and payment method).

REQUEST NO. 65: All credit card processing statements, merchant account records, and payment gateway transaction reports for each Property from January 2007 through the present, including monthly statements from all credit card processors and payment facilitators.

REQUEST NO. 66: All cash receipts journals, cash-handling logs, safe-deposit records, and petty cash records for each Property from January 2013 through the present.

REQUEST NO. 67: All tax returns filed by each Property Entity (federal, state, and local), including all schedules, K-1 forms, and attachments, for each fiscal year from 2007 through the present.

REQUEST NO. 68: All state and local sales tax returns, transient occupancy tax returns, tourist development tax returns, tourism tax returns, and any other tax filings related to the rental of guest rooms, filed for each Property for each reporting period from January 2007 through the present, including any amended returns.

REQUEST NO. 69: All documents reflecting or comparing revenue reported on any tax return or tax filing with revenue reported to Verimark as GRR for any Property during any period, including any schedules, reconciliations, or variance analyses.

REQUEST NO. 70: All budgets, forecasts, projections, and business plans for each Property for each fiscal year from 2007 through the present, including annual operating budgets, capital expenditure budgets, and any revisions thereto.

REQUEST NO. 71: All capital expenditure records, renovation plans, construction documents, building permits, architectural drawings, and construction contracts for each Property reflecting changes in room count, property configuration, total available rooms, or any room additions, conversions, or deletions, from 2007 through the present.

REQUEST NO. 72: All appraisals, valuations, broker opinions of value, or other assessments of the fair market value of any Property or Property Entity, prepared for any purpose (including sale, refinancing, loan origination, litigation, estate planning, insurance, or internal management purposes), including the eight (8) Properties that are currently unencumbered by mortgage debt.

REQUEST NO. 73: All insurance policies (including property, casualty, general liability, business interruption, and umbrella/excess coverage) for each Property, from 2007 through the present, including declarations pages, endorsements, and schedules of insured values.

REQUEST NO. 74: All documents reflecting the organizational structure and ownership of each Property Entity, including operating agreements, membership interest purchase agreements, membership interest assignments, certificates of membership interest, equity ownership records, capital account statements, and any changes in ownership or membership over time.

REQUEST NO. 75: All management agreements between any Property Entity and any management company (including Suncoast Room Management Inc.), hotel operator, or third-party manager, for each Property, from 2007 through the present.

REQUEST NO. 76: All documents reflecting inter-company transactions between Coastal Palms, Suncoast, and any Property Entity, including management fees, administrative fees, shared-services charges, loans, advances, capital contributions, distributions, dividends, and any other transfers of funds or value between or among such entities.

REQUEST NO. 77: All payroll records, employee rosters, and staffing reports for each Property from January 2013 through the present, to the extent relevant to revenue-generating activities, including front-desk staff, reservations staff, revenue managers, sales and marketing staff, and any employees involved in processing bookings, collecting payments, or recording revenue.

REQUEST NO. 78: All documents concerning the rooms department revenue, food and beverage revenue, and other operating department revenue for each Property, to the extent such documents distinguish room-rental revenue from other revenue streams (such as meeting room rental, parking, resort fees, cancellation fees, and no-show charges) for purposes of GRR calculation and reporting to Verimark.

Category E: OTA Contracts, Booking-Channel Agreements, and Third-Party Distribution

REQUEST NO. 79: All contracts, agreements, terms of service, and master service agreements between Coastal Palms (or any Property Entity or Suncoast) and any OTA for the listing, distribution, marketing, sale, or booking of guest rooms at any Property, from 2007 through the present.

REQUEST NO. 80: All amendments, addenda, rate riders, promotional agreements, incentive agreements, and preferred-partner agreements with any OTA, from 2007 through the present.

REQUEST NO. 81: All monthly or periodic statements, reconciliations, remittance reports, and settlement statements from each OTA showing, for each Property: gross bookings (in dollars and room-nights), commissions earned by the OTA, net payments to the hotel or franchisee, adjustments (including cancellations, refunds, and chargebacks), and any other relevant financial data, from 2007 through the present.

REQUEST NO. 82: All documents reflecting the distinction between "net-rate" OTA arrangements (in which the OTA purchases rooms at a wholesale net rate and resells to consumers at a marked-up retail rate) and "commission-model" OTA arrangements (in which the OTA earns a commission on the retail rate charged to the consumer) for each Property, including any analysis of the GRR implications of each model.

REQUEST NO. 83: All documents reflecting the accounting treatment of OTA revenue at the Property level, including any classification of OTA payments as "commissions receivable," any netting methodology applied before reporting GRR to Verimark, any internal accounting memoranda or policies supporting such treatment, and any communications with accountants or auditors regarding the appropriate accounting for OTA revenue.

REQUEST NO. 84: All internal instructions, memoranda, policies, guidelines, training materials, or directives concerning the treatment of OTA revenue for purposes of GRR calculation and reporting to Verimark, including any instructions issued by Brecker, any regional controller, or any property-level controller or general manager.

REQUEST NO. 85: All contracts, agreements, rate agreements, and terms of service with corporate-direct booking clients, travel management companies (TMCs), consortium groups, or group-booking entities for any Property, from 2007 through the present, including negotiated rate agreements, request-for-proposal responses, and booking volume commitments.

REQUEST NO. 86: All contracts, agreements, and terms of service with global distribution systems ("GDS"), including Dunmore Solutions, Brightwater Data Systems, Kestrel Services Inc., and any other GDS, for any Property, from 2007 through the present.

REQUEST NO. 87: All documents reflecting the use of Verimark's proprietary reservation system (the "VeriRes" system or any successor system) for bookings at each Property, including system logs, booking confirmations, integration records, system configuration documents, and any reports showing the volume and revenue of bookings processed through Verimark's reservation system.

REQUEST NO. 88: All documents reflecting bookings made outside of Verimark's proprietary reservation system, including bookings through Suncoast, gulfcoastrooms.com, walk-in bookings, telephone reservations made directly to any Property, and any other direct-booking channel, broken down by Property and by month, including the number of room-nights and the revenue associated with such bookings.

REQUEST NO. 89: All documents reflecting revenue from group bookings, conference bookings, block reservations, and event-related room bookings at each Property, including group contracts, banquet event orders (to the extent related to room blocks), booking records, payment records, and attrition or wash calculations.

REQUEST NO. 90: All documents concerning any loyalty-program bookings (including Verimark Rewards bookings and any third-party loyalty-program bookings), complimentary room allocations, employee-rate bookings, or barter arrangements at any Property, including the number of room-nights and the revenue (or revenue equivalent) associated with such bookings.

REQUEST NO. 91: All channel-management reports, distribution-channel analytics, or booking-source analyses for each Property showing the percentage of total bookings and total revenue attributable to each booking channel, on a monthly or periodic basis, from 2007 through the present.

REQUEST NO. 92: All documents reflecting the total number of room-nights sold by each booking channel for each Property, on a monthly basis, from 2007 through the present, including any source-of-business reports or market-segment reports generated by the PMS or any channel-management platform.

REQUEST NO. 93: All documents reflecting cancellation, refund, no-show, and chargeback data by booking channel for each Property, on a monthly basis, from 2007 through the present, including the dollar amounts and room-nights associated with such events.

REQUEST NO. 94: All marketing materials, advertisements, promotional content, website copy, landing pages, email campaigns, and direct-mail pieces for gulfcoastrooms.com or any other non-Verimark booking channel used for the sale of guest rooms at any Property.

REQUEST NO. 95: All search engine marketing ("SEM") records, pay-per-click ("PPC") advertising records, search engine optimization ("SEO") reports, digital advertising invoices, social media advertising records, and analytics reports for gulfcoastrooms.com or any non-Verimark booking channel, including spend data, click-through rates, conversion data, and booking revenue attributable to such advertising.

Category F: Bank Records and Lending Documents

REQUEST NO. 96: All bank statements for every account held by Coastal Palms Franchise Holdings LLC at any financial institution (including checking accounts, savings accounts, money market accounts, certificates of deposit, and any other deposit or investment account), from January 2007 through the present.

REQUEST NO. 97: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Coastal Palms Franchise Holdings LLC bank account from January 2007 through the present.

REQUEST NO. 98: All loan agreements, credit facilities, promissory notes, deeds of trust, mortgages, security agreements, guaranty agreements, and ancillary loan documents between Coastal Palms (or any Property Entity) and Ironclad National Bank, including all amendments, modifications, forbearance agreements, workout agreements, and any other documents modifying the terms of such indebtedness.

REQUEST NO. 99: All financial statements, revenue reports, operating statements, rent rolls, occupancy reports, and other financial information submitted by Coastal Palms (or any Property Entity) to Ironclad National Bank in connection with any loan, credit facility, or mortgage, including any financial information submitted in connection with loan applications, annual reporting requirements, financial covenant compliance certifications, or lender requests.

REQUEST NO. 100: All loan applications submitted to Ironclad National Bank or any other lender by Coastal Palms or any Property Entity, including all supporting documentation submitted with such applications (personal financial statements, tax returns, entity financial statements, and pro forma projections).

REQUEST NO. 101: All appraisals, environmental assessments, property-condition reports, engineering reports, and seismic assessments submitted to Ironclad National Bank or any other lender in connection with any loan on any Property.

REQUEST NO. 102: All correspondence between Coastal Palms (or any Property Entity or Brecker, in any capacity) and Ironclad National Bank (including Devon Schultz, any loan officer, relationship manager, or any other representative of Ironclad National Bank) concerning revenue performance, financial results, financial covenants, compliance certifications, potential covenant violations, requests for waivers, or any other matter relating to the financial condition or operating performance of any Property.

REQUEST NO. 103: All financial covenant compliance certificates submitted to Ironclad National Bank or any other lender by Coastal Palms or any Property Entity, including debt-service coverage ratio calculations, loan-to-value calculations, and any narrative explanations accompanying such certifications.

REQUEST NO. 104: All documents reflecting the outstanding loan balances, payment history, amortization schedules, maturity dates, and interest rates for each loan with Ironclad National Bank or any other lender, from 2007 through the present.

REQUEST NO. 105: All documents reflecting any other indebtedness or credit facilities of Coastal Palms, any Property Entity, or Suncoast, including lines of credit, revolving credit facilities, mezzanine financing, subordinated debt, seller financing, related-party loans, and any other form of borrowed funds, from 2007 through the present.

REQUEST NO. 106: All documents reflecting revenue figures reported to any lender (including Ironclad National Bank) that differ in any respect from GRR figures reported to Verimark for the same period and the same Property, including any reconciliations, explanatory memoranda, or analyses addressing such differences.

REQUEST NO. 107: All escrow agreements, reserve account agreements, furniture-fixture-and-equipment ("FF&E") reserve accounts, property improvement plan ("PIP") reserve accounts, tax escrow accounts, insurance escrow accounts, and impound arrangements with Ironclad National Bank or any other lender.

REQUEST NO. 108: All documents reflecting any lender-required audits, inspections, site visits, or financial reviews of any Property or Property Entity, including any audit reports, inspection findings, management letters, or corrective action plans.

Category G: Tax Returns and Regulatory Filings

REQUEST NO. 109: All federal income tax returns (including all schedules, statements, K-1 forms, and attachments) filed by Coastal Palms Franchise Holdings LLC for each fiscal year from 2007 through the present, including any amended returns.

REQUEST NO. 110: All state income or franchise tax returns filed by Coastal Palms in the State of Florida and any other state in which Coastal Palms conducts business or is required to file, for each fiscal year from 2007 through the present, including any amended returns.

REQUEST NO. 111: All federal and state income tax returns (including all schedules, statements, and attachments) filed by Suncoast Room Management Inc. for each fiscal year from 2013 through the present, including any amended returns.

REQUEST NO. 112: All Schedule K-1 forms issued by Coastal Palms to its members (Brecker, Theresa Brecker, and Prescott) for each fiscal year from 2007 through the present, reflecting each member's distributive share of income, deductions, and credits.

REQUEST NO. 113: All filings with the Florida Department of Revenue, including sales and use tax returns, discretionary sales surtax returns, and any other returns or reports, for Coastal Palms, each Property Entity, and Suncoast, for each reporting period from January 2007 through the present.

REQUEST NO. 114: All filings with the Georgia Department of Revenue, including income tax returns, sales and use tax returns, and any other returns or reports, for Savannah Lodging Partners LLC and any other Georgia-based Property Entity, for each reporting period from the inception of Georgia operations through the present.

REQUEST NO. 115: All annual reports, certificates of status, certificates of good standing, and filings with the Florida Division of Corporations (or the Georgia Secretary of State, as applicable) for Coastal Palms, each Property Entity, and Suncoast, from the date of formation of each entity through the present.

REQUEST NO. 116: All documents filed with or submitted to any governmental authority (federal, state, or local) reflecting revenue or financial performance of any Property, including tourism development tax returns, transient occupancy tax filings, convention development tax returns, and any similar filings required by local ordinance.

REQUEST NO. 117: All correspondence, notices of examination, audit notices, information document requests, examination reports, notices of proposed adjustment, and closing agreements from the Internal Revenue Service or any state or local tax authority relating to Coastal Palms, any Property Entity, or Suncoast.

REQUEST NO. 118: All documents reflecting any discrepancy, inconsistency, or variance between revenue reported to any tax authority (federal, state, or local) and revenue reported to Verimark as Gross Room Revenue for any Property during any period, including any reconciliations, explanatory memoranda, or analyses addressing such discrepancies.

Category H: Communications Regarding Revenue Reporting

REQUEST NO. 119: All communications between Brecker (in any capacity) and any employee, agent, or representative of Coastal Palms, Suncoast, or any Property Entity concerning the calculation, preparation, review, approval, or submission of GRR reports to Verimark, from January 2007 through the present.

REQUEST NO. 120: All communications between Brecker (in any capacity) and any property-level general manager, front-office manager, controller, accountant, bookkeeper, or revenue manager concerning the treatment of Suncoast-collected revenue for purposes of GRR reporting to Verimark, including any instructions to exclude, omit, or segregate Suncoast-collected revenue from reported GRR.

REQUEST NO. 121: All communications between Brecker (in any capacity) and Prescott concerning revenue reporting, GRR calculations, Suncoast operations, the formation or purpose of Suncoast, financial performance of any Property, or distributions to members of Coastal Palms.

REQUEST NO. 122: All communications between Brecker (in any capacity) and Theresa Brecker concerning revenue reporting, GRR calculations, Suncoast operations, the formation or purpose of Suncoast, financial performance of any Property, or distributions to members of Coastal Palms.

REQUEST NO. 123: All communications between any employee, agent, or representative of Coastal Palms (or any Property Entity or Suncoast) and Janet Kerrigan (former Regional Controller for the Coastal Palms portfolio) concerning GRR reporting, Suncoast operations, revenue allocation, the exclusion of any revenue from GRR reports, OTA revenue accounting, or any other matter relating to revenue reporting to Verimark.

REQUEST NO. 124: All communications concerning Janet Kerrigan's termination from Coastal Palms in or around October 2021, including any documents reflecting the reasons for her termination, any performance reviews, disciplinary actions, or complaints about her job performance, and any severance agreements, separation agreements, non-disclosure agreements, or non-disparagement agreements entered into in connection with her departure.

REQUEST NO. 125: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and Verimark (or any officer, employee, agent, or representative thereof) concerning GRR reporting, revenue calculations, fee payments, payment deficiencies, or any aspect of the financial relationship between the parties, from January 2007 through the present.

REQUEST NO. 126: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and any auditor, accountant, CPA firm, financial advisor, or consultant concerning GRR reporting methodology, the scope of revenues includable in GRR, the treatment of Suncoast-collected revenue, the treatment of OTA revenue, or any other aspect of revenue reporting to Verimark.

REQUEST NO. 127: All internal emails, memoranda, instant messages, text messages, or other communications within Coastal Palms, Suncoast, or any Property Entity concerning the decision to exclude Suncoast-collected revenue from GRR reports submitted to Verimark, including any analysis of the propriety of such exclusion under the FLAs.

REQUEST NO. 128: All internal emails, memoranda, instant messages, text messages, or other communications within Coastal Palms, Suncoast, or any Property Entity concerning the decision to classify OTA net-rate payments as "commissions receivable" for purposes of netting against GRR, including any analysis of the propriety of such classification under the FLAs.

REQUEST NO. 129: All communications concerning any effort, plan, scheme, strategy, or undertaking to conceal, disguise, minimize, understate, or misrepresent the amount of revenue generated at any Property, or to avoid, reduce, or evade royalty, marketing-fund, or technology-fee obligations to Verimark.

REQUEST NO. 130: All communications between Coastal Palms (or any officer, member, or representative thereof) and Whitfield, Barrow & Crane LLP, or any other law firm or attorney, pre-dating the filing of this action on March 7, 2022, concerning GRR reporting, Verimark's audit rights under FLA Section 8.2, potential liability for underreporting of GRR, or the legal implications of Suncoast's revenue-collection activities. To the extent any documents are withheld on the basis of the attorney-client privilege or work-product doctrine, a privilege log conforming to the requirements of General Instruction No. 2 shall be provided.

REQUEST NO. 131: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and Verimark (or any officer, employee, agent, or representative thereof) concerning Suncoast Room Management Inc., including any disclosure or non-disclosure of Suncoast's existence, its role in collecting Property revenues, or its relationship to Coastal Palms or Brecker.

REQUEST NO. 132: All communications concerning Verimark's Notice of Material Breach dated February 4, 2022, including internal discussions within Coastal Palms about the allegations contained in the Notice, response strategy, the feasibility of curing the alleged breach within the thirty (30) day cure period provided by FLA Section 14.1, the calculation of potential exposure, and any discussions about settlement or voluntary remediation.

REQUEST NO. 133: All communications concerning Verimark's audit rights under FLA Section 8.2, including any efforts to limit, delay, condition, or obstruct any audit by Verimark, any internal discussions about the scope of Verimark's audit rights, and any requests by Verimark to conduct an audit and Coastal Palms' responses thereto.

REQUEST NO. 134: All communications between Coastal Palms (or any officer, member, employee, agent, or representative thereof) and any property-level employee (including front-desk staff, reservations staff, and general managers) concerning instructions, directives, or suggestions to route walk-in bookings, telephone reservations, or corporate-direct bookings through Suncoast rather than through V

IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA
CASE NO.: 1021-00006
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PLAINTIFF'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS AND THINGS TO DEFENDANT COASTAL PALMS FRANCHISE HOLDINGS LLC
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Directed to: Defendant Coastal Palms Franchise Holdings LLC, through its counsel of record, Whitfield, Barrow & Crane LLP, 1221 Brickell Avenue, Suite 3000, Miami, Florida 33131 (Attention: Gabriela Montes, Esq.)
Served: July 11, 2022
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Pursuant to Florida Rule of Civil Procedure 1.350, Plaintiff Verimark Hospitality Group Inc. ("Verimark" or "Plaintiff"), by and through its undersigned attorneys, Calderwood & Harkness LLP, hereby requests that Defendant Coastal Palms Franchise Holdings LLC ("Coastal Palms" or "CPFH") produce the documents and things described below for inspection and copying within thirty (30) days of service of this Request, or at such earlier time as may be required by order of this Court. Plaintiff notes that this Request is served simultaneously with Plaintiff's First Set of Interrogatories to Defendant Coastal Palms Franchise Holdings LLC (twenty-five (25) interrogatories).
Documents responsive to this Request shall be produced at the offices of Calderwood & Harkness LLP, 110 SE 6th Street, Suite 2800, Fort Lauderdale, Florida 33301, or at such other location as the parties may mutually agree, or in electronic format consistent with any ESI protocol agreed upon by the parties. The parties anticipate entering into a Joint Stipulation Regarding E-discovery Protocol, and Plaintiff reserves its rights to supplement or modify production-format requirements consistent with that forthcoming protocol. To the extent production is made electronically, documents should be produced in their native format or as single-page TIFF images with extracted text, metadata, and a standard load file (e.g., Ashgrove Technologies .dat or relativity .opt), unless the parties agree otherwise.
I. DEFINITIONS
A. Defined Terms
As used in this Request for Production, the following terms shall have the meanings set forth below. These definitions are intended to be cumulative and not exclusive of any broader meaning that any term may have under the Florida Rules of Civil Procedure or applicable law.
1. "Coastal Palms" or "CPFH" shall mean Defendant Coastal Palms Franchise Holdings LLC, a Florida limited liability company, including its officers, directors, members, managers, employees, agents, representatives, accountants, attorneys (to the extent communications are not protected by the attorney-client privilege or work-product doctrine), predecessors, successors, and assigns, and any person or entity acting on its behalf or at its direction.
2. "Verimark" or "VHG" shall mean Plaintiff Verimark Hospitality Group Inc., a Delaware corporation.
3. "Suncoast" shall mean Suncoast Room Management Inc., a Florida corporation of which Defendant Randall Brecker is President, and which is alleged to have collected revenues from direct bookings on behalf of properties operated by Coastal Palms, including revenues from walk-in guests, corporate-direct contracts, and the website gulfcoastrooms.com.
4. "Gulf Breeze" shall mean Gulf Breeze Hospitality LLC, a Florida limited liability company that owns and/or operates six (6) Verimark Suites properties located in Southwest Florida, of which Randall Brecker is the Managing Member.
5. "Savannah Lodging" shall mean Savannah Lodging Partners LLC, a Georgia limited liability company that owns and/or operates four (4) Verimark Suites properties located in coastal Georgia, of which Randall Brecker is the Managing Member.
6. "Property Entities" shall mean, collectively, Gulf Breeze Hospitality LLC, Savannah Lodging Partners LLC, and any other entity that owns, operates, manages, or holds any direct or indirect interest in any of the twenty-two (22) hotel properties operated under Franchise License Agreements with Verimark, including but not limited to any single-purpose entities, special-purpose vehicles, or holding companies through which such interests are held.
7. "Brecker" shall mean Randall "Randy" Brecker, individually, who is the Managing Member of Coastal Palms Franchise Holdings LLC (holding a sixty percent (60%) equity interest therein) and the President of Suncoast Room Management Inc.
8. "Theresa Brecker" shall mean Theresa Brecker, a Member of Coastal Palms Franchise Holdings LLC (holding a fifteen percent (15%) equity interest therein).
9. "Prescott" shall mean Nolan Prescott, a Member of Coastal Palms Franchise Holdings LLC (holding a twenty-five percent (25%) equity interest therein), described by Defendants as a passive investor.
10. "FLA" or "Franchise License Agreement" shall mean any and all Franchise License Agreements entered into between Verimark (or any of its predecessors or affiliates) and Coastal Palms (or any Property Entity), including the first FLA executed on or about June 15, 2007 (covering the Naples, Florida property), and the most recent FLA executed on or about September 3, 2019, and all twenty-two (22) individual FLAs covering the properties within the Coastal Palms portfolio, together with all amendments, addenda, supplements, exhibits, schedules, side letters, and ancillary agreements related thereto.
11. "GRR" or "Gross Room Revenue" shall mean "Gross Room Revenue" as that term is defined in Section 4.1 of the FLAs, which provides: "all revenues derived from or attributable to the rental of guest rooms at the Hotel, including revenues from any booking channel, direct or indirect, and regardless of the entity collecting such revenue."
12. "Royalty" shall mean the royalty payment equal to five percent (5%) of Gross Room Revenue required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.1 of the FLAs.
13. "Marketing-Fund Contribution" shall mean the contribution equal to two and one-half percent (2.5%) of Gross Room Revenue required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.2 of the FLAs.
14. "Technology Fee" shall mean the per-available-room-per-month fee of twelve dollars and fifty cents ($12.50), subject to annual adjustment based on the Consumer Price Index (capped at three percent (3%) per annum), required to be paid by Coastal Palms (or the applicable Property Entity) to Verimark under Section 4.3 of the FLAs.
15. "Properties" or "Hotel Properties" shall mean the twenty-two (22) franchised hotel properties operated by Coastal Palms (or any Property Entity), of which eighteen (18) are branded as "Verimark Suites" and four (4) are branded as "Verimark Select," comprising approximately three thousand seven hundred forty (3,740) total guest rooms located across the States of Florida and Georgia.
16. "Relevant Period" shall mean January 1, 2007 through the date on which documents are produced in response to this Request, unless a more specific timeframe is stated in a particular Request. The Relevant Period is defined to extend back to January 1, 2007, in order to encompass the inception of the franchise relationship and to provide baseline comparison data, notwithstanding that the underreporting of Gross Room Revenue is estimated to have commenced no later than January 2013, coinciding with the formation of Suncoast Room Management Inc.
17. "OTA" shall mean any Online Travel Agency, including but not limited to Bramwell Holdings, Aldermere Technologies (including Drayton Software and Brightmoor Industries), Penmark Industries, Northpoint Corporation, Drayton Corporation, Greaves Group, Brightwater Industries, Kestrel Group, and any other third-party booking platform through which guest rooms at the Properties were offered for sale or through which reservations were made.
18. "Document" or "Documents" shall have the broadest meaning permitted under Florida Rule of Civil Procedure 1.350 and shall include, without limitation: writings of every kind and description, whether handwritten, typed, printed, or electronically generated or stored; correspondence; emails (including email headers, attachments, and embedded images); text messages; instant messages (including messages sent via any messaging platform such as Westmark Software, Meridian Services Inc., Harborline Technologies, Meridian Solutions, Northgate Data Systems, or any other application); memoranda; notes; reports; summaries; analyses; financial statements; ledgers; journals; spreadsheets (including all tabs, formulas, and embedded data); databases and database exports; invoices; receipts; contracts; agreements; amendments; schedules; exhibits; presentations (including Northgate Services Inc., Tidewater Data Systems, or similar presentations); charts; graphs; drawings; recordings (audio and video); voicemails (recorded or transcribed); photographs; electronically stored information ("ESI"); metadata associated with any electronic document; and all drafts, copies, and versions of any of the foregoing that differ in any respect from the original or from any other copy, including documents bearing handwritten notations, markings, or comments.
19. "Communication" shall mean any oral, written, or electronic exchange of information between two or more persons, including but not limited to letters, emails, text messages, voicemails, instant messages, facsimiles, meeting minutes, notes of conversations, telephone call logs, video conference recordings, and any other form of transmittal of information, whether formal or informal.
20. "Concerning" or "Relating to" shall mean referring to, regarding, describing, evidencing, constituting, mentioning, reflecting, connected with, commenting on, responsive to, discussing, pertaining to, in any way relevant to, or having any logical relationship to the subject matter referenced, and shall be construed in the broadest sense permitted under the Florida Rules of Civil Procedure.
21. "Ironclad" shall mean Ironclad National Bank, a nationally chartered commercial bank and the commercial lender holding first-lien mortgage loans on eighteen (18) of the twenty-two (22) Hotel Properties, with an aggregate outstanding principal balance of approximately ninety-four million dollars ($94,000,000) as of the date of filing of this action.
22. "gulfcoastrooms.com" shall mean the unbranded booking website operated by Suncoast Room Management Inc. through which direct guest-room bookings at certain Properties were solicited, processed, and collected outside of Verimark's proprietary reservation system, without disclosure to Verimark.
B. General Instructions
The following general instructions apply to all Requests for Production set forth below:
1. Scope of Production. Each Request shall be construed to call for all responsive documents within Coastal Palms' possession, custody, or control. For purposes of this Request, documents shall be deemed to be within Coastal Palms' "possession, custody, or control" if Coastal Palms has the legal right or practical ability to obtain such documents, including without limitation documents held by Suncoast Room Management Inc., any Property Entity (including Gulf Breeze Hospitality LLC and Savannah Lodging Partners LLC), Randall Brecker (in any capacity), Theresa Brecker, Nolan Prescott, and any agents, employees, accountants, bookkeepers, property managers, or other representatives of any of the foregoing entities or persons.
2. Privilege Log. If any document responsive to any Request is withheld in whole or in part on the basis of attorney-client privilege, the work-product doctrine, or any other asserted privilege or protection, Coastal Palms shall provide a privilege log that identifies, for each withheld document: (a) the nature and type of the document (e.g., email, memorandum, letter); (b) the date of the document; (c) the author(s) and all recipients (including all persons copied); (d) the general subject matter of the document, described with sufficient specificity to permit an assessment of the privilege claim without revealing privileged content; and (e) the specific privilege(s) or protection(s) asserted as the basis for withholding the document. The privilege log shall be produced at the time of Coastal Palms' response to this Request or at such other time as the Court may direct.
3. Organization of Production. Documents shall be produced either (a) as they are kept in the ordinary course of business, organized and labeled to correspond to the categories in the Requests to which they are responsive, or (b) in electronic format, Bates-stamped with sequential numbering (e.g., CPFH-000001), accompanied by a load file and any necessary supporting files (e.g., TIFF images, extracted text files, native files). In either case, the producing party shall identify which Request(s) each document is produced in response to.
4. Lost or Destroyed Documents. If any document responsive to any Request is no longer in existence or has been lost, destroyed, discarded, or otherwise disposed of, Coastal Palms shall identify the document to the fullest extent possible, including its nature, date, author(s), recipient(s), and subject matter, and shall state when and how the document was lost, destroyed, discarded, or disposed of, and shall identify the person(s) who authorized or performed such action. This instruction is without prejudice to Plaintiff's right to seek sanctions, adverse inferences, or other relief for spoliation of evidence.
5. Time Period. Unless a specific time period is stated in a particular Request, each Request covers the Relevant Period, defined as January 1, 2007 through the date of production.
6. Continuing Obligation. These Requests are continuing in nature pursuant to Florida Rule of Civil Procedure 1.280(e). Coastal Palms has a continuing obligation to supplement its responses as additional responsive documents are identified, located, or come into its possession, custody, or control, including documents created or received after the date of Coastal Palms' initial response.
II. REQUESTS FOR PRODUCTION
Category A: Franchise License Agreements and Related Documents
REQUEST NO. 1: All twenty-two (22) Franchise License Agreements between Verimark and Coastal Palms (or any Property Entity), including the first FLA executed on or about June 15, 2007 (covering the Naples, Florida property) and the most recent FLA executed on or about September 3, 2019, together with all amendments, addenda, supplements, side letters, schedules, and exhibits thereto.
REQUEST NO. 2: All applications, proposals, or submissions made by Coastal Palms or any Property Entity to Verimark in connection with any FLA, including without limitation franchise applications, franchise disclosure documents, financial qualifications packages, personal guaranty forms, background-check authorizations, and any property-management agreements submitted during the franchise-application process.
REQUEST NO. 3: All correspondence, communications, and meeting notes between Coastal Palms (including Brecker, Theresa Brecker, Prescott, or any officer, employee, agent, or representative of Coastal Palms or any Property Entity) and Verimark concerning the negotiation, execution, amendment, renewal, or interpretation of any FLA, including any drafts exchanged during negotiations and any redlines or comments thereon.
REQUEST NO. 4: All documents concerning the territory, location, or geographic scope of each FLA, including any territorial exclusivity agreements, area-development agreements, multi-unit development schedules, rights of first refusal, or impact-study requirements associated with any FLA.
REQUEST NO. 5: All documents concerning the renewal, extension, or transfer of any FLA rights, including any notices of intent to renew, renewal applications, transfer-consent requests, and any conditions imposed by Verimark in connection with any renewal, extension, or transfer.
REQUEST NO. 6: All notices of default, cure notices, breach notices, or similar communications sent or received by Coastal Palms in connection with any FLA, including without limitation Verimark's Notice of Material Breach dated February 4, 2022, and Coastal Palms' response thereto dated February 28, 2022, and any prior notices or warnings of any nature.
REQUEST NO. 7: All documents concerning any disputes, disagreements, complaints, or grievances between Coastal Palms and Verimark regarding the terms, performance, or interpretation of any FLA, arising at any time prior to the filing of this action on March 7, 2022, including informal complaints, telephone conversations, in-person meetings, and any escalation of issues to senior management on either side.
REQUEST NO. 8: All documents relating to Coastal Palms' obligations under FLA Section 4.1 (royalty on Gross Room Revenue), Section 4.2 (marketing-fund contribution), and Section 4.3 (technology fee), including without limitation any internal guidance, memoranda, instructions, checklists, procedures, or training materials concerning the calculation, reporting, or payment of such fees, and any communications with Verimark regarding the amount, timing, or method of such payments.
REQUEST NO. 9: All documents concerning Coastal Palms' understanding, interpretation, or application of the term "Gross Room Revenue" as defined in FLA Section 4.1, including any internal memoranda, legal opinions, accounting guidance, or discussions addressing the scope of revenues to be included in GRR, the treatment of revenue collected by entities other than the franchisee, or the effect of booking-channel structure on GRR calculations.
REQUEST NO. 10: All documents concerning Coastal Palms' obligations under FLA Section 8.2 (audit rights), including all correspondence with Verimark about audits or audit requests, all audit reports, audit findings, and any responses or objections to audit findings, and any documents reflecting Coastal Palms' preparation for, cooperation with, or resistance to any audit or examination conducted or requested by Verimark.
REQUEST NO. 11: All documents concerning FLA Section 14.1 (cure provisions), Section 14.2(c) (systematic underreporting of GRR as an incurable material breach), and Section 15.3 (liquidated damages calculated at three times (3×) trailing-twelve-month royalties per affected property), including any legal advice received by Coastal Palms (to the extent not protected by the attorney-client privilege), any internal analysis of these provisions, and any assessment of Coastal Palms' potential exposure or liability under these provisions.
REQUEST NO. 12: All documents concerning the late-payment interest provision in FLA Section 4.6, which provides for interest on overdue amounts at the rate of one and one-half percent (1.5%) per month, compounded monthly, including any communications between Coastal Palms and Verimark regarding late payments, interest accrual, disputed charges, or requests for waiver or reduction of interest.
Category B: Gross Room Revenue Reports and Calculations
REQUEST NO. 13: All monthly Gross Room Revenue reports submitted by Coastal Palms (or any Property Entity) to Verimark for each of the twenty-two (22) Properties from January 2007 through the date of production, including all cover letters, transmittal emails, and any supporting schedules or backup documentation submitted with such reports.
REQUEST NO. 14: All supporting worksheets, calculations, reconciliations, work papers, and backup documentation used to prepare or compile the monthly GRR reports identified in Request No. 13, including all spreadsheets, database exports, and property management system reports from which the reported GRR figures were derived.
REQUEST NO. 15: All internal memoranda, instructions, policies, procedures, manuals, or guidelines governing how Gross Room Revenue was calculated, compiled, reviewed, approved, or reported to Verimark, including any changes to such policies or procedures over time and any documents reflecting the rationale for such changes.
REQUEST NO. 16: All documents reflecting the actual total revenue derived from or attributable to the rental of guest rooms at each Property, from any and all booking channels (including but not limited to Verimark's proprietary reservation system, OTAs, walk-in bookings, telephone reservations, corporate-direct contracts, gulfcoastrooms.com, group bookings, and any other source), for each month from January 2007 through the date of production, regardless of whether such revenue was included in or excluded from GRR reports submitted to Verimark.
REQUEST NO. 17: All documents reflecting revenue collected by Suncoast Room Management Inc. from the rental of guest rooms at any Property, including without limitation revenue from walk-in bookings, telephone reservations, corporate-direct contracts, bookings made through gulfcoastrooms.com, and any other booking channel through which Suncoast received, processed, or collected room-rental revenue, broken down by Property and by month.
REQUEST NO. 18: All documents reflecting the "management fee" of twelve percent (12%) (or any other percentage, amount, or formula) retained by Suncoast on direct-booking revenues before remitting the remaining balance to the applicable Property Entity, including any agreements establishing such fee, any changes to the fee over time, and any calculations or accountings of such fees.
REQUEST NO. 19: All documents showing the calculation, payment, and remittance of Suncoast management fees, including invoices issued by Suncoast, payment records, wire transfer confirmations, check images, internal accounting entries, general ledger postings, and any reconciliations of management fees against gross revenues collected.
REQUEST NO. 20: All documents reflecting the netting or deduction of OTA commissions, fees, chargebacks, or other charges from Gross Room Revenue before reporting to Verimark, including any classification of OTA net-rate payments as "commissions receivable," any internal accounting policies or memoranda supporting such treatment, and any calculations or worksheets showing the net amounts reported to Verimark after such deductions.
REQUEST NO. 21: All documents reflecting the gross amount of revenue received from each OTA channel for each Property, prior to any netting, deduction, or commission offset, including all OTA remittance statements, reconciliation reports, and settlement statements, broken down by OTA, by Property, and by month.
REQUEST NO. 22: All reconciliations or comparisons, whether formal or informal, of (a) revenue reported to Verimark as Gross Room Revenue with (b) total revenue received or collected from all sources for each Property, including any schedules, worksheets, variance analyses, or explanatory memoranda addressing differences between reported GRR and actual total room-rental revenue.
REQUEST NO. 23: All documents reflecting adjustments, reclassifications, corrections, or restatements made to GRR figures at any time, whether before or after submission to Verimark, including any amended reports, correcting entries, and any communications with Verimark regarding such adjustments.
REQUEST NO. 24: All documents reflecting rooms added to any Property without notice to Verimark, including without limitation the approximately two hundred fourteen (214) rooms identified by Plaintiff's forensic analysis as having been added across four (4) properties without notification to Verimark, including construction permits, certificates of occupancy, renovation plans, room-addition cost records, and any communications regarding the decision not to notify Verimark of such room additions.
REQUEST NO. 25: All room-count reports, certificates of occupancy, occupancy permits, renovation records, expansion documentation, and construction-completion certificates for each Property showing the total number of available rooms and any changes in room count over time from January 2007 through the present.
REQUEST NO. 26: All documents reflecting technology-fee calculations and payments for each Property, including room counts used in such calculations, Consumer Price Index adjustment calculations, and payment records (wire transfers, checks, ACH transactions) evidencing technology-fee payments to Verimark.
REQUEST NO. 27: All royalty payment records, wire transfer confirmations, ACH transaction records, check images, payment ledgers, remittance advices, and account statements reflecting royalty payments made to Verimark under FLA Section 4.1 for each Property, on a monthly basis, from January 2007 through the date of production.
REQUEST NO. 28: All marketing-fund contribution payment records, wire transfer confirmations, ACH transaction records, check images, payment ledgers, remittance advices, and account statements reflecting marketing-fund contribution payments made to Verimark under FLA Section 4.2 for each Property, on a monthly basis, from January 2007 through the date of production.
REQUEST NO. 29: All documents reflecting any underpayment, shortfall, discrepancy, or variance identified by Coastal Palms (or any Property Entity, Suncoast, or any accountant, auditor, or financial advisor) in royalty, marketing-fund, or technology-fee payments made to Verimark, including any internal memoranda, emails, reports, or analyses identifying or quantifying such underpayments.
REQUEST NO. 30: All documents reflecting or concerning any audit, review, examination, analysis, or assessment of the accuracy of GRR reporting to Verimark, conducted by or on behalf of Coastal Palms, any Property Entity, or Suncoast, including any internal audits, accountant reviews, CPA engagement letters, audit work papers, and audit findings.
Category C: Suncoast Room Management Inc. Records
REQUEST NO. 31: All organizational documents of Suncoast Room Management Inc., including its Articles of Incorporation, Bylaws, any operating agreement (if the entity was initially or subsequently organized as a limited liability company), shareholder agreements, board resolutions, written consents of shareholders or directors, and all amendments to any of the foregoing.
REQUEST NO. 32: All documents reflecting the formation, purpose, and business plan of Suncoast, including any memoranda, presentations, business plans, pro forma analyses, correspondence, or meeting notes concerning the decision to establish Suncoast in or around January 2013, the rationale for creating a separate entity to collect hotel revenues, and the expected relationship between Suncoast and Coastal Palms, the Property Entities, and Verimark.
REQUEST NO. 33: All management agreements, service agreements, consulting agreements, booking agreements, or other contracts between Suncoast and Coastal Palms, any Property Entity, or any other entity concerning the management, operation, marketing, sale, or booking of guest rooms at any Property, including all amendments and modifications thereto.
REQUEST NO. 34: All financial statements of Suncoast, including balance sheets, income statements (profit-and-loss statements), cash flow statements, and statements of shareholders' or members' equity, whether audited, reviewed, compiled, or internally prepared, for each fiscal year from 2013 through the present.
REQUEST NO. 35: All general ledgers, subsidiary ledgers, journals, and trial balances of Suncoast for each fiscal year from 2013 through the present, in both detail and summary format.
REQUEST NO. 36: All bank statements for every account held by Suncoast at any financial institution (including checking accounts, savings accounts, money market accounts, certificates of deposit, and any other deposit or investment account), from January 2013 through the present.
REQUEST NO. 37: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Suncoast bank account from January 2013 through the present.
REQUEST NO. 38: All invoices issued by Suncoast to Coastal Palms, any Property Entity, any hotel guest, or any other party, from January 2013 through the present, including invoices for management fees, booking services, and any other charges.
REQUEST NO. 39: All invoices received by Suncoast from any third party, including OTAs, credit card processors, payment gateways, website hosting providers, marketing vendors, and other service providers, from January 2013 through the present.
REQUEST NO. 40: All tax returns filed by Suncoast (federal, state, and local), including all schedules, attachments, K-1 forms, and supporting work papers, for each fiscal year from 2013 through the present.
REQUEST NO. 41: All documents reflecting revenue collected by Suncoast from walk-in guests at any Property, including daily walk-in revenue reports, guest folios, registration cards, payment records, and cash receipts journals, broken down by Property and by month.
REQUEST NO. 42: All documents reflecting revenue collected by Suncoast from corporate-direct contracts for any Property, including the corporate-direct contracts themselves, rate agreements, booking logs, reservation confirmations, payment records, and accounts-receivable aging reports, broken down by corporate client, by Property, and by month.
REQUEST NO. 43: All documents concerning the website gulfcoastrooms.com, including without limitation documents relating to its creation, domain registration, hosting arrangements, website design and development, content management, booking engine functionality, payment processing integration, search engine optimization, and revenue generated through the website, broken down by Property and by month.
REQUEST NO. 44: All booking logs, reservation records, confirmation emails, guest folios, and check-in/check-out records for bookings processed through gulfcoastrooms.com from its inception through the present, including all data fields captured in the booking process (guest name, dates of stay, rate, room type, Property, payment information, and booking source identifier).
REQUEST NO. 45: All documents concerning any other unbranded, non-Verimark, or alternative booking channel used to sell, market, or distribute guest rooms at any Property, including any direct-booking website other than gulfcoastrooms.com, telephone reservation systems operated outside of Verimark's proprietary reservation system, or any other channel through which rooms were sold without routing through Verimark's system.
REQUEST NO. 46: All documents reflecting the allocation, distribution, remittance, or transfer of Suncoast revenues to Coastal Palms, any Property Entity, or any member of Coastal Palms (including Brecker, Theresa Brecker, or Prescott), including wire transfers, checks, intercompany journal entries, distribution schedules, and any accounting for retained management fees.
REQUEST NO. 47: All documents reflecting Suncoast's payroll records, employee lists, organizational charts, and reporting structures from 2013 through the present, including the names, titles, and job descriptions of all Suncoast employees.
REQUEST NO. 48: All communications between Suncoast (including any officer, director, employee, or agent of Suncoast) and Coastal Palms (or any Property Entity) concerning revenue collection, booking operations, management fees, remittance of funds, revenue allocation, or the relationship between Suncoast-collected revenues and GRR reporting to Verimark.
REQUEST NO. 49: All communications between Brecker (in any capacity, including as Managing Member of Coastal Palms, President of Suncoast, or Managing Member of any Property Entity) and any employee or agent of Suncoast concerning the exclusion of Suncoast-collected revenues from GRR reports submitted to Verimark, the treatment of Suncoast revenues for franchise-fee purposes, or any instruction to exclude, omit, or separate Suncoast-collected revenues from reported GRR.
REQUEST NO. 50: All communications between Suncoast (or any officer, employee, or agent thereof) and any OTA concerning the listing, pricing, availability, or booking of guest rooms at any Property, including communications regarding rate parity, channel management, or the identity of the entity operating the hotel.
REQUEST NO. 51: All documents reflecting Suncoast's accounting treatment of revenue collected on behalf of the Properties, including journal entries, account classifications, chart of accounts, accounting policies, and any memoranda or correspondence with accountants regarding the appropriate accounting treatment of such revenue.
REQUEST NO. 52: All minutes of shareholder meetings, board of directors meetings, or informal meetings of Suncoast officers or directors from 2013 through the present.
REQUEST NO. 53: All documents reflecting any payments, salary, wages, bonuses, distributions, dividends, loans, expense reimbursements, or other transfers of value from Suncoast to Brecker, Theresa Brecker, Prescott, or any other individual, including any member of Brecker's family.
REQUEST NO. 54: All documents concerning any legal advice obtained by Suncoast regarding its relationship with Coastal Palms, its collection of hotel revenues, its obligations (or lack thereof) under the FLAs, or its potential liability in connection with the matters alleged in this action. To the extent any documents are withheld on the basis of the attorney-client privilege or work-product doctrine, a privilege log conforming to the requirements of General Instruction No. 2 shall be provided.
REQUEST NO. 55: All documents reflecting Suncoast's insurance policies, including general liability, professional liability, errors-and-omissions, directors-and-officers, commercial property, and any other insurance coverage, from 2013 through the present.
Category D: Property-Level Financial Records
REQUEST NO. 56: All financial statements for each Property Entity (including Gulf Breeze Hospitality LLC and Savannah Lodging Partners LLC), including balance sheets, income statements (profit-and-loss statements), cash flow statements, and statements of members' equity, whether audited, reviewed, compiled, or internally prepared, for each fiscal year from 2007 through the present.
REQUEST NO. 57: All general ledgers, subsidiary ledgers, journals, and trial balances for each Property Entity for each fiscal year from 2007 through the present, in both detail and summary format.
REQUEST NO. 58: All property-level profit-and-loss statements (sometimes referred to as "STAR reports," "P&L statements," or "operating statements") for each of the twenty-two (22) Properties for each fiscal year from 2007 through the present, including monthly breakdowns where available.
REQUEST NO. 59: All bank statements for every account held by each Property Entity at any financial institution (including checking accounts, savings accounts, money market accounts, escrow accounts, reserve accounts, certificates of deposit, and any other deposit or investment account), from January 2007 through the present.
REQUEST NO. 60: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Property Entity bank account from January 2007 through the present.
REQUEST NO. 61: All property management system ("PMS") data, reports, and exports for each Property, including daily revenue reports, occupancy reports, average daily rate ("ADR") reports, revenue per available room ("RevPAR") reports, rate-code summaries, source-of-business reports, market-segment reports, and any other reports generated by or exported from the PMS, from January 2007 through the present. This request encompasses data from all PMS platforms used at any Property during the Relevant Period.
REQUEST NO. 62: All night audit reports and daily revenue summaries for each Property from January 2007 through the present, including any night audit packets, daily flash reports, and daily manager's reports.
REQUEST NO. 63: All point-of-sale ("POS") records and reports for each Property from January 2007 through the present, to the extent such records reflect incidental charges posted to guest folios or reflect room-charge privileges associated with guest-room stays.
REQUEST NO. 64: All guest folios, registration cards, and check-in/check-out records for each Property from January 2013 through the present. Plaintiff recognizes the potential volume of responsive documents and will accept production in electronic format, including PMS data exports with all associated metadata, in lieu of individual guest folio images, provided that such exports include all relevant data fields (guest name, dates of stay, rate, room type, booking source, folio charges, and payment method).
REQUEST NO. 65: All credit card processing statements, merchant account records, and payment gateway transaction reports for each Property from January 2007 through the present, including monthly statements from all credit card processors and payment facilitators.
REQUEST NO. 66: All cash receipts journals, cash-handling logs, safe-deposit records, and petty cash records for each Property from January 2013 through the present.
REQUEST NO. 67: All tax returns filed by each Property Entity (federal, state, and local), including all schedules, K-1 forms, and attachments, for each fiscal year from 2007 through the present.
REQUEST NO. 68: All state and local sales tax returns, transient occupancy tax returns, tourist development tax returns, tourism tax returns, and any other tax filings related to the rental of guest rooms, filed for each Property for each reporting period from January 2007 through the present, including any amended returns.
REQUEST NO. 69: All documents reflecting or comparing revenue reported on any tax return or tax filing with revenue reported to Verimark as GRR for any Property during any period, including any schedules, reconciliations, or variance analyses.
REQUEST NO. 70: All budgets, forecasts, projections, and business plans for each Property for each fiscal year from 2007 through the present, including annual operating budgets, capital expenditure budgets, and any revisions thereto.
REQUEST NO. 71: All capital expenditure records, renovation plans, construction documents, building permits, architectural drawings, and construction contracts for each Property reflecting changes in room count, property configuration, total available rooms, or any room additions, conversions, or deletions, from 2007 through the present.
REQUEST NO. 72: All appraisals, valuations, broker opinions of value, or other assessments of the fair market value of any Property or Property Entity, prepared for any purpose (including sale, refinancing, loan origination, litigation, estate planning, insurance, or internal management purposes), including the eight (8) Properties that are currently unencumbered by mortgage debt.
REQUEST NO. 73: All insurance policies (including property, casualty, general liability, business interruption, and umbrella/excess coverage) for each Property, from 2007 through the present, including declarations pages, endorsements, and schedules of insured values.
REQUEST NO. 74: All documents reflecting the organizational structure and ownership of each Property Entity, including operating agreements, membership interest purchase agreements, membership interest assignments, certificates of membership interest, equity ownership records, capital account statements, and any changes in ownership or membership over time.
REQUEST NO. 75: All management agreements between any Property Entity and any management company (including Suncoast Room Management Inc.), hotel operator, or third-party manager, for each Property, from 2007 through the present.
REQUEST NO. 76: All documents reflecting inter-company transactions between Coastal Palms, Suncoast, and any Property Entity, including management fees, administrative fees, shared-services charges, loans, advances, capital contributions, distributions, dividends, and any other transfers of funds or value between or among such entities.
REQUEST NO. 77: All payroll records, employee rosters, and staffing reports for each Property from January 2013 through the present, to the extent relevant to revenue-generating activities, including front-desk staff, reservations staff, revenue managers, sales and marketing staff, and any employees involved in processing bookings, collecting payments, or recording revenue.
REQUEST NO. 78: All documents concerning the rooms department revenue, food and beverage revenue, and other operating department revenue for each Property, to the extent such documents distinguish room-rental revenue from other revenue streams (such as meeting room rental, parking, resort fees, cancellation fees, and no-show charges) for purposes of GRR calculation and reporting to Verimark.
Category E: OTA Contracts, Booking-Channel Agreements, and Third-Party Distribution
REQUEST NO. 79: All contracts, agreements, terms of service, and master service agreements between Coastal Palms (or any Property Entity or Suncoast) and any OTA for the listing, distribution, marketing, sale, or booking of guest rooms at any Property, from 2007 through the present.
REQUEST NO. 80: All amendments, addenda, rate riders, promotional agreements, incentive agreements, and preferred-partner agreements with any OTA, from 2007 through the present.
REQUEST NO. 81: All monthly or periodic statements, reconciliations, remittance reports, and settlement statements from each OTA showing, for each Property: gross bookings (in dollars and room-nights), commissions earned by the OTA, net payments to the hotel or franchisee, adjustments (including cancellations, refunds, and chargebacks), and any other relevant financial data, from 2007 through the present.
REQUEST NO. 82: All documents reflecting the distinction between "net-rate" OTA arrangements (in which the OTA purchases rooms at a wholesale net rate and resells to consumers at a marked-up retail rate) and "commission-model" OTA arrangements (in which the OTA earns a commission on the retail rate charged to the consumer) for each Property, including any analysis of the GRR implications of each model.
REQUEST NO. 83: All documents reflecting the accounting treatment of OTA revenue at the Property level, including any classification of OTA payments as "commissions receivable," any netting methodology applied before reporting GRR to Verimark, any internal accounting memoranda or policies supporting such treatment, and any communications with accountants or auditors regarding the appropriate accounting for OTA revenue.
REQUEST NO. 84: All internal instructions, memoranda, policies, guidelines, training materials, or directives concerning the treatment of OTA revenue for purposes of GRR calculation and reporting to Verimark, including any instructions issued by Brecker, any regional controller, or any property-level controller or general manager.
REQUEST NO. 85: All contracts, agreements, rate agreements, and terms of service with corporate-direct booking clients, travel management companies (TMCs), consortium groups, or group-booking entities for any Property, from 2007 through the present, including negotiated rate agreements, request-for-proposal responses, and booking volume commitments.
REQUEST NO. 86: All contracts, agreements, and terms of service with global distribution systems ("GDS"), including Dunmore Solutions, Brightwater Data Systems, Kestrel Services Inc., and any other GDS, for any Property, from 2007 through the present.
REQUEST NO. 87: All documents reflecting the use of Verimark's proprietary reservation system (the "VeriRes" system or any successor system) for bookings at each Property, including system logs, booking confirmations, integration records, system configuration documents, and any reports showing the volume and revenue of bookings processed through Verimark's reservation system.
REQUEST NO. 88: All documents reflecting bookings made outside of Verimark's proprietary reservation system, including bookings through Suncoast, gulfcoastrooms.com, walk-in bookings, telephone reservations made directly to any Property, and any other direct-booking channel, broken down by Property and by month, including the number of room-nights and the revenue associated with such bookings.
REQUEST NO. 89: All documents reflecting revenue from group bookings, conference bookings, block reservations, and event-related room bookings at each Property, including group contracts, banquet event orders (to the extent related to room blocks), booking records, payment records, and attrition or wash calculations.
REQUEST NO. 90: All documents concerning any loyalty-program bookings (including Verimark Rewards bookings and any third-party loyalty-program bookings), complimentary room allocations, employee-rate bookings, or barter arrangements at any Property, including the number of room-nights and the revenue (or revenue equivalent) associated with such bookings.
REQUEST NO. 91: All channel-management reports, distribution-channel analytics, or booking-source analyses for each Property showing the percentage of total bookings and total revenue attributable to each booking channel, on a monthly or periodic basis, from 2007 through the present.
REQUEST NO. 92: All documents reflecting the total number of room-nights sold by each booking channel for each Property, on a monthly basis, from 2007 through the present, including any source-of-business reports or market-segment reports generated by the PMS or any channel-management platform.
REQUEST NO. 93: All documents reflecting cancellation, refund, no-show, and chargeback data by booking channel for each Property, on a monthly basis, from 2007 through the present, including the dollar amounts and room-nights associated with such events.
REQUEST NO. 94: All marketing materials, advertisements, promotional content, website copy, landing pages, email campaigns, and direct-mail pieces for gulfcoastrooms.com or any other non-Verimark booking channel used for the sale of guest rooms at any Property.
REQUEST NO. 95: All search engine marketing ("SEM") records, pay-per-click ("PPC") advertising records, search engine optimization ("SEO") reports, digital advertising invoices, social media advertising records, and analytics reports for gulfcoastrooms.com or any non-Verimark booking channel, including spend data, click-through rates, conversion data, and booking revenue attributable to such advertising.
Category F: Bank Records and Lending Documents
REQUEST NO. 96: All bank statements for every account held by Coastal Palms Franchise Holdings LLC at any financial institution (including checking accounts, savings accounts, money market accounts, certificates of deposit, and any other deposit or investment account), from January 2007 through the present.
REQUEST NO. 97: All cancelled checks, wire transfer records, ACH transaction records, deposit slips, deposit records, and debit/credit memoranda for every Coastal Palms Franchise Holdings LLC bank account from January 2007 through the present.
REQUEST NO. 98: All loan agreements, credit facilities, promissory notes, deeds of trust, mortgages, security agreements, guaranty agreements, and ancillary loan documents between Coastal Palms (or any Property Entity) and Ironclad National Bank, including all amendments, modifications, forbearance agreements, workout agreements, and any other documents modifying the terms of such indebtedness.
REQUEST NO. 99: All financial statements, revenue reports, operating statements, rent rolls, occupancy reports, and other financial information submitted by Coastal Palms (or any Property Entity) to Ironclad National Bank in connection with any loan, credit facility, or mortgage, including any financial information submitted in connection with loan applications, annual reporting requirements, financial covenant compliance certifications, or lender requests.
REQUEST NO. 100: All loan applications submitted to Ironclad National Bank or any other lender by Coastal Palms or any Property Entity, including all supporting documentation submitted with such applications (personal financial statements, tax returns, entity financial statements, and pro forma projections).
REQUEST NO. 101: All appraisals, environmental assessments, property-condition reports, engineering reports, and seismic assessments submitted to Ironclad National Bank or any other lender in connection with any loan on any Property.
REQUEST NO. 102: All correspondence between Coastal Palms (or any Property Entity or Brecker, in any capacity) and Ironclad National Bank (including Devon Schultz, any loan officer, relationship manager, or any other representative of Ironclad National Bank) concerning revenue performance, financial results, financial covenants, compliance certifications, potential covenant violations, requests for waivers, or any other matter relating to the financial condition or operating performance of any Property.
REQUEST NO. 103: All financial covenant compliance certificates submitted to Ironclad National Bank or any other lender by Coastal Palms or any Property Entity, including debt-service coverage ratio calculations, loan-to-value calculations, and any narrative explanations accompanying such certifications.
REQUEST NO. 104: All documents reflecting the outstanding loan balances, payment history, amortization schedules, maturity dates, and interest rates for each loan with Ironclad National Bank or any other lender, from 2007 through the present.
REQUEST NO. 105: All documents reflecting any other indebtedness or credit facilities of Coastal Palms, any Property Entity, or Suncoast, including lines of credit, revolving credit facilities, mezzanine financing, subordinated debt, seller financing, related-party loans, and any other form of borrowed funds, from 2007 through the present.
REQUEST NO. 106: All documents reflecting revenue figures reported to any lender (including Ironclad National Bank) that differ in any respect from GRR figures reported to Verimark for the same period and the same Property, including any reconciliations, explanatory memoranda, or analyses addressing such differences.
REQUEST NO. 107: All escrow agreements, reserve account agreements, furniture-fixture-and-equipment ("FF&E") reserve accounts, property improvement plan ("PIP") reserve accounts, tax escrow accounts, insurance escrow accounts, and impound arrangements with Ironclad National Bank or any other lender.
REQUEST NO. 108: All documents reflecting any lender-required audits, inspections, site visits, or financial reviews of any Property or Property Entity, including any audit reports, inspection findings, management letters, or corrective action plans.
Category G: Tax Returns and Regulatory Filings
REQUEST NO. 109: All federal income tax returns (including all schedules, statements, K-1 forms, and attachments) filed by Coastal Palms Franchise Holdings LLC for each fiscal year from 2007 through the present, including any amended returns.
REQUEST NO. 110: All state income or franchise tax returns filed by Coastal Palms in the State of Florida and any other state in which Coastal Palms conducts business or is required to file, for each fiscal year from 2007 through the present, including any amended returns.
REQUEST NO. 111: All federal and state income tax returns (including all schedules, statements, and attachments) filed by Suncoast Room Management Inc. for each fiscal year from 2013 through the present, including any amended returns.
REQUEST NO. 112: All Schedule K-1 forms issued by Coastal Palms to its members (Brecker, Theresa Brecker, and Prescott) for each fiscal year from 2007 through the present, reflecting each member's distributive share of income, deductions, and credits.
REQUEST NO. 113: All filings with the Florida Department of Revenue, including sales and use tax returns, discretionary sales surtax returns, and any other returns or reports, for Coastal Palms, each Property Entity, and Suncoast, for each reporting period from January 2007 through the present.
REQUEST NO. 114: All filings with the Georgia Department of Revenue, including income tax returns, sales and use tax returns, and any other returns or reports, for Savannah Lodging Partners LLC and any other Georgia-based Property Entity, for each reporting period from the inception of Georgia operations through the present.
REQUEST NO. 115: All annual reports, certificates of status, certificates of good standing, and filings with the Florida Division of Corporations (or the Georgia Secretary of State, as applicable) for Coastal Palms, each Property Entity, and Suncoast, from the date of formation of each entity through the present.
REQUEST NO. 116: All documents filed with or submitted to any governmental authority (federal, state, or local) reflecting revenue or financial performance of any Property, including tourism development tax returns, transient occupancy tax filings, convention development tax returns, and any similar filings required by local ordinance.
REQUEST NO. 117: All correspondence, notices of examination, audit notices, information document requests, examination reports, notices of proposed adjustment, and closing agreements from the Internal Revenue Service or any state or local tax authority relating to Coastal Palms, any Property Entity, or Suncoast.
REQUEST NO. 118: All documents reflecting any discrepancy, inconsistency, or variance between revenue reported to any tax authority (federal, state, or local) and revenue reported to Verimark as Gross Room Revenue for any Property during any period, including any reconciliations, explanatory memoranda, or analyses addressing such discrepancies.
Category H: Communications Regarding Revenue Reporting
REQUEST NO. 119: All communications between Brecker (in any capacity) and any employee, agent, or representative of Coastal Palms, Suncoast, or any Property Entity concerning the calculation, preparation, review, approval, or submission of GRR reports to Verimark, from January 2007 through the present.
REQUEST NO. 120: All communications between Brecker (in any capacity) and any property-level general manager, front-office manager, controller, accountant, bookkeeper, or revenue manager concerning the treatment of Suncoast-collected revenue for purposes of GRR reporting to Verimark, including any instructions to exclude, omit, or segregate Suncoast-collected revenue from reported GRR.
REQUEST NO. 121: All communications between Brecker (in any capacity) and Prescott concerning revenue reporting, GRR calculations, Suncoast operations, the formation or purpose of Suncoast, financial performance of any Property, or distributions to members of Coastal Palms.
REQUEST NO. 122: All communications between Brecker (in any capacity) and Theresa Brecker concerning revenue reporting, GRR calculations, Suncoast operations, the formation or purpose of Suncoast, financial performance of any Property, or distributions to members of Coastal Palms.
REQUEST NO. 123: All communications between any employee, agent, or representative of Coastal Palms (or any Property Entity or Suncoast) and Janet Kerrigan (former Regional Controller for the Coastal Palms portfolio) concerning GRR reporting, Suncoast operations, revenue allocation, the exclusion of any revenue from GRR reports, OTA revenue accounting, or any other matter relating to revenue reporting to Verimark.
REQUEST NO. 124: All communications concerning Janet Kerrigan's termination from Coastal Palms in or around October 2021, including any documents reflecting the reasons for her termination, any performance reviews, disciplinary actions, or complaints about her job performance, and any severance agreements, separation agreements, non-disclosure agreements, or non-disparagement agreements entered into in connection with her departure.
REQUEST NO. 125: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and Verimark (or any officer, employee, agent, or representative thereof) concerning GRR reporting, revenue calculations, fee payments, payment deficiencies, or any aspect of the financial relationship between the parties, from January 2007 through the present.
REQUEST NO. 126: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and any auditor, accountant, CPA firm, financial advisor, or consultant concerning GRR reporting methodology, the scope of revenues includable in GRR, the treatment of Suncoast-collected revenue, the treatment of OTA revenue, or any other aspect of revenue reporting to Verimark.
REQUEST NO. 127: All internal emails, memoranda, instant messages, text messages, or other communications within Coastal Palms, Suncoast, or any Property Entity concerning the decision to exclude Suncoast-collected revenue from GRR reports submitted to Verimark, including any analysis of the propriety of such exclusion under the FLAs.
REQUEST NO. 128: All internal emails, memoranda, instant messages, text messages, or other communications within Coastal Palms, Suncoast, or any Property Entity concerning the decision to classify OTA net-rate payments as "commissions receivable" for purposes of netting against GRR, including any analysis of the propriety of such classification under the FLAs.
REQUEST NO. 129: All communications concerning any effort, plan, scheme, strategy, or undertaking to conceal, disguise, minimize, understate, or misrepresent the amount of revenue generated at any Property, or to avoid, reduce, or evade royalty, marketing-fund, or technology-fee obligations to Verimark.
REQUEST NO. 130: All communications between Coastal Palms (or any officer, member, or representative thereof) and Whitfield, Barrow & Crane LLP, or any other law firm or attorney, pre-dating the filing of this action on March 7, 2022, concerning GRR reporting, Verimark's audit rights under FLA Section 8.2, potential liability for underreporting of GRR, or the legal implications of Suncoast's revenue-collection activities. To the extent any documents are withheld on the basis of the attorney-client privilege or work-product doctrine, a privilege log conforming to the requirements of General Instruction No. 2 shall be provided.
REQUEST NO. 131: All communications between Coastal Palms (or any officer, employee, agent, or representative thereof) and Verimark (or any officer, employee, agent, or representative thereof) concerning Suncoast Room Management Inc., including any disclosure or non-disclosure of Suncoast's existence, its role in collecting Property revenues, or its relationship to Coastal Palms or Brecker.
REQUEST NO. 132: All communications concerning Verimark's Notice of Material Breach dated February 4, 2022, including internal discussions within Coastal Palms about the allegations contained in the Notice, response strategy, the feasibility of curing the alleged breach within the thirty (30) day cure period provided by FLA Section 14.1, the calculation of potential exposure, and any discussions about settlement or voluntary remediation.
REQUEST NO. 133: All communications concerning Verimark's audit rights under FLA Section 8.2, including any efforts to limit, delay, condition, or obstruct any audit by Verimark, any internal discussions about the scope of Verimark's audit rights, and any requests by Verimark to conduct an audit and Coastal Palms' responses thereto.
REQUEST NO. 134: All communications between Coastal Palms (or any officer, member, employee, agent, or representative thereof) and any property-level employee (including front-desk staff, reservations staff, and general managers) concerning instructions, directives, or suggestions to route walk-in bookings, telephone reservations, or corporate-direct bookings through Suncoast rather than through V

IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA

CASE NO.: 1021-00006

I. DEFINITIONS

II. REQUESTS FOR PRODUCTION

Record

Parties

Dates

Amounts