Fidelis SOW 260909

Section 2

Terms, in plain language

Term	Meaning in this document
The lock	Between the 15th and 20th of each month, depending on the fund, balances are finalised. Fees are calculated from locked balances and financial statements are produced from them. Nothing changes after.
Remit	The monthly cycle of collecting and reconciling cash from servicers against loan balances. Three workbooks today: FCI, Pool D, and Unitas.
Tape	A spreadsheet listing loans and their attributes, arriving from sellers, correspondents, and warehouse clients in whatever format they use.
Boarding	Loading a funded loan into the system of record and notifying the servicer. Today a tape exported from LiquidLogics and uploaded to FIRMS and FCI by hand.
System of record	The one place a fact about a loan is officially true. Today FIRMS; after cutover, the new record.
Parallel run	Both FIRMS and the new record operated through a month-end close, every locked balance reconciled in both directions.
Cutover	The point after two clean parallel closes when the new record becomes authoritative and FIRMS is set read-only.
Maker / checker	One person proposes a change to a record; a different, authorised person approves it. Used everywhere a value that affects a balance is altered.

2.1 How draws work, and why they matter here

A fix-and-flip loan funds the purchase and holds back a renovation budget. As the borrower completes work, they submit a draw request with invoices and photos. The lender orders an inspection to verify the work, approves an amount, and accounting wires the money. The loan's outstanding balance rises by that amount.

That last step touches everything else. The servicer must record the new balance or interest accrues on the wrong number, so a draw entered in FIRMS is pushed to FCI through an API. That push sometimes bounces, is followed up by email, and is then entered manually at FCI as well, producing a double-counted draw. Balances that change mid-month are the main source of timing differences at remit. Dutch-interest loans accrue on the full note from day one and skip this flow. At Unitas, draws are tracked in LiquidLogics: the Unitas coordinator orders the inspection, a Fidelis control approves, and Fidelis accounting pays. Three hand-offs for something borrowers expect in two or three days.

In the new record a draw is an event on the loan with explicit states and one owner per state (Workflow W-07), borrower-visible status, and a single idempotent notification to the servicer (Integration I-03). A double-count becomes impossible by construction.

Phase	Weeks	Contents	Specified in
0 · Discovery and access	1 to 2	FIRMS access (source code if provided; otherwise API, schema, exports, and observed behaviour); full FIRMS snapshot retained in Fidelis's Azure; screen recordings of each named operator's day; SOPs collected; workflow inventory; baseline signed by Dom and Akash; environment in Fidelis's name; five open facts confirmed (WPG boundary, Breezeway notice window, funds in scope, FIRMS change-access holder, and boarding-tape producer); onsite in Cranford, two to three days, Carson and Don.	§18, §19, §22
1 · Foundation	2 to 6	Platform (repository, CI, three environments, pipeline, Entra front page, RBAC); five analyst tools migrated; analyst update path; AI Use Standard on AI Policy 2026; seat consolidation; knowledge base and workflow library; break follow-up automation; FIRMS support agent.	§4, §11.3 to 11.4, S-22, S-25, S-15, I-07
2 · The door	3 to 10	Canonical schema; seller template and validation; normalisation; document tie-out; email intake; Fidelis draw workflow; settlement generation; collateral tracker.	S-08 to S-12, S-17, W-01 to W-05, W-07
3 · The record	4 to 12	Capability replication verified against FIRMS; data model; migration with history; reconciliation engine; remit population; trustee generator; criteria monitor; lifecycle modules; role-based interface.	§5, §7, §9, §10, §19
4 · Portals	10 to 16	Counterparty portal; securitisation portal; underwriting hand-off. Thin surfaces over the record, not a second application.	§6
5 · Parallel run	Jan, Feb closes	Both systems live; every locked balance reconciled both ways; go/no-go agreed in advance; CFO signs each; FIRMS authoritative throughout.	§19
6 · Cutover and retirement	After 2nd clean close	Backup and restore verified; FIRMS read-only; archive retained; Breezeway notice on Brian's date; hand-over checklist; Kaizen access removed.	§19
7 · Support	6 months	Weekly support hour; fixes; regression tests from incidents; monitoring; monthly usage report; then the optional retainer.	§21

Role	Who today	Primary screens	Can approve
Principal	Brian, Michael	S-01 Home, S-04 Pool, S-05 Fund, S-06 Deal, S-20 Reports, S-22 Knowledge (vetting)	Knowledge-base gold status; counterparty approval and recertification (both principals); scope decisions
Accounting / Finance †	Tom, Dominic Palermo (Dom)	S-13 Remit, S-14 Cash tie-out, S-15 Follow-ups, S-16 Corrections, S-21 Lock console, S-11 Settlements (payout)	Break classifications; corrections (checker); draw payouts; the lock; parallel-close sign-off
Asset Management †	Akash, James Gomez, Charlie Helm, James Carara	S-03 Loan, S-04 Pool, S-12 Draw queue, S-17 Collateral tracker, S-18 Servicing oversight, S-19 Delinquency, S-06 Deal	Draw approvals (control step); lifecycle events; delinquency actions
Underwriting	Miles, Brian Russell	S-08 Intake, S-09 Pipeline, S-10 Tie-out, S-07 Counterparty	Tape acceptance; tie-out resolutions; underwriting decision hand-off
Capital Markets / Securitisation	Akash, Jake	S-06 Deal, S-20 Reports (trustee), S-04 Pool	Revolver add and remove; allocation confirmation; trustee file release
Technology Admin	Chris	S-24 Admin, S-25 Audit log, S-26 Migration console, S-23 Assistant configuration	User and role changes; integration configuration; deployments (via pipeline)
Compliance	Lucy	S-25 Audit log, S-24 Admin (retention, AI caps), S-20 Reports (access reviews), S-22 Knowledge (Standard)	The AI Use Standard; retention settings; access reviews
Unitas Operations	Corina, draw coordinator, processors	S-12 Draw queue (Unitas lane), S-03 Loan (Unitas loans), boarding batch view	Inspection ordering; boarding batch review
Counterparty (external)	Sellers, correspondents, brokers, warehouse clients	P-01 to P-05	Their own submissions
Trustee / Agency viewer (external)	WSFS, rating agencies, at Fidelis's discretion	P-06 to P-08, read-only	Nothing

Section 5

Screens: the record

Twenty-six screens. Each row states what the screen is for, what it shows, what a person can do on it, and what it replaces today. "Replaces" names the FIRMS module or the spreadsheet that currently does the job, so the one-to-one replication in Phase 3 is checkable line by line.

ID	Screen and purpose	Shows	Actions	Replaces today	Ph.
S-01	Home: My Work. One queue per role of everything awaiting that person.	Items awaiting my action with age and due date: draws to approve, breaks to classify, tapes to accept, tie-out mismatches, boarding batches, corrections to check, and sign-offs due. Alerts: criteria approaching or breaching, failed integration jobs, servicer feed lag, and lock window countdown. Role KPIs: turnaround, open breaks, and aging draws.	Open item; claim; reassign; snooze with reason; filter by fund, pool, or deal.	Inbox, memory, the M drive	3
S-02	Loan search and list. Find any loan across both entities.	Configurable columns: loan number, servicer loan number, property, fund, pool, trust or deal, channel (Unitas, purchase, correspondent, or warehouse), product (RTL, bridge, ground-up, or DSCR), counterparty, servicer, status, lifecycle state, vintage, current balance, note rate, pass-through rate, investor rate, maturity, delinquency bucket, TPR grade, and criteria contribution flags.	Filter, sort, saved views per role, bulk export to Excel in the shape of each existing workbook, open loan.	FIRMS loan lookup; Pipeline Manager exports; the Excel lists	3
S-03	Loan record: the living record. Everything about one loan in one place.	Header: identifiers, property, borrower and guarantor (masked by role), product, channel, counterparty, fund to pool to trust or deal assignment, status, lifecycle state, and servicer. Tabs: Summary; Terms (note rate, pass-through, investor rate per agreement, maturity, extensions, Dutch flag, LTC, LTV, ARV, and holdback); Balances (original, closing or settlement, current principal, funded draws, holdback remaining, and a period ledger of beginning and ending balances by month with locked periods marked); Draws (W-07 events with states); Documents (each with tie-out status, source, and version); Servicing (FCI feed: payments, paydowns, payoff, fees, delinquency; self-servicer reports; notes); Cash flows (expected versus received per period, break classification, and agreement applied); Lifecycle (extension, modification, payoff, bankruptcy, REO, and foreclosure events with dates and owners); Deal (eligibility, TPR grade, criteria contributions, and revolver add and remove history); Communications (linked emails from I-05); Tasks; History (every change, who, when, before and after).	Edit non-balance fields per role; propose a balance-affecting change (routes to W-11 maker/checker); attach document; add note; add lifecycle event; request draw; link communication; export loan file.	FIRMS loan screen and modules; ShareFile folder; the M drive; the loan's email threads	3
S-04	Pool view.	Pool composition and balances rollup; per-servicer breakdown; concentration by product, state, and counterparty; remit status for the period; loans added and removed this period; drill to loans.	Filter by period; export; open loan.	FIRMS pool tab; Rec tab summaries	3
S-05	Fund and trust view.	The six funds and the separate account; per-fund locked periods and lock owner; period ledger; loans by fund; investor-agreement rule set in force per fund (for example, KOC 6 versus Bridge 6 interest breakout); NAV-input summary, read-only after lock.	Open period; view lock history; export.	FIRMS fund views; investor agreement spreadsheets	3
S-06	Deal (securitisation) view. One per deal, the four "bibles."	Collateral tape as of any date; day-one versus current; revolver: eligible A and B population, cash available, add and remove queue, transfer period, and payment date (the 25th); criteria monitor: the roughly sixty tests with limit, current value, headroom, trend, and breach flag (ground-up concentration is over its 20% limit at the time of writing); monthly reporting file status; TPR results by loan.	Run auto-allocate (headroom-based), review, confirm; add or remove loans with reason; generate monthly reporting file (W-13); release to trustee; export in the deal workbook's structure.	The four deal workbooks; the allocation tool; criteria calculation tabs	3
S-07	Counterparty view.	Profile (seller, correspondent, broker, or warehouse client); contacts; approval and annual recertification status (approved by both managing members); template version in use; mapping library entry; submission history with acceptance, rejection, and reasons; volumes; turnaround; outstanding items.	Onboard to template; edit mapping (reviewed); recertify; message; export.	Spreadsheets and email; Miles's memory of formats	2
S-08	Intake queue. Inbound tapes before they become loans.	Each tape: source, channel, received, validation result, unmapped columns, rejection reasons sent, assigned reviewer, and age; normalised preview side by side with the original.	Accept (creates pipeline loans); reject with reason (sends P-02 notice); map unmapped columns (reviewed); reassign.	ShareFile pickup; hand reformatting; Miles's reformatting sheet	2
S-09	Pipeline (pre-funding). Purchase and correspondent loans from tape to funded.	Per loan: bid-tape values, internal-tape values, tie-out status, underwriting decision, conditions, settlement status, and funded date; turnaround timer from arrival to decision (Miles's two days to one).	Advance stage; record decision; open tie-out; generate settlement (W-04); export internal tape in Brian Russell's format.	Brian Russell's internal tape; Pipeline Manager; funding memo folders	2
S-10	Document tie-out review.	Per file: document type, extracted fields, tape fields, mismatch list with the source passage highlighted, confidence per field, and prior resolutions on this counterparty.	Accept field; reject field; override with reason; request document. Nothing resolves automatically.	Reading documents against the tape by eye	2
S-11	Settlement packages.	Per funding memo: generated internal workbook (fee breakdown) and external workbook (for signature); signature routing status; wire release status; assignment-and-conveyance hand-off to accounting.	Generate; route for signature; release wire (human, accounting); mark conveyed.	Copy-the-last-folder-and-rename	2
S-12	Draw queue. All draws, both entities.	Each draw: loan, requester, amount, state (W-07), owner of current state, age, SLA against two to three days, inspection order and result, approval, payout, servicer-notification status, and double-count guard alerts; Unitas lane and Fidelis lane; borrower-visible status mirror.	Order inspection; approve or decline with reason; pay out (accounting); mark servicer notified (automatic via I-03); escalate.	The draw book; LiquidLogics draw stages; email to a distribution list; the draw manager in FIRMS	2
S-13	Remit workspace. One per servicer file: FCI, Pool D, and Unitas.	Period selector (cutoff is the last day of the remit month); populated workbook preview with hand-typed columns now sourced (cutoff, servicer, both loan numbers, and address) and formula columns preserved; servicer data refresh status and time; engine results: each discrepancy with type, classification (real or timing), the rule that classified it, materiality, and suggested action; counts open, approved, and disputed.	Refresh servicer data; run engine; approve or dispute classification; generate follow-up (W-08); raise correction (W-11); export workbook; sign off period.	The three remit workbooks; the Rec tab; the Claude Calcs tab; Dom's prototype	3
S-14	Cash tie-out.	Per loan with cash received: expected (balance times pass-through times accrual under the applicable agreement) versus received; variance; classification; the agreement rule applied (KOC 6, Bridge 6, or others); draws and paydowns in the period explaining the variance.	Approve; reclassify with reason; open loan; open follow-up.	The fifty-plus manual calculations a month	3
S-15	Break follow-ups.	Outbound queue: recipient type (FCI, self-servicer, or counterparty), template, loan, question, sent time, thread, reply status, and closure; aging; FCI responsiveness metric.	Send (templated, from a Fidelis-controlled mailbox); resend; close with resolution; escalate.	Emails written one by one	1
S-16	Corrections queue (maker/checker).	Pre-cutover: FIRMS change list for the FIRMS access holder, with evidence and the follow-up attached, status to completion. Post-cutover: proposed balance-affecting changes to the record, maker, evidence, and checker decision.	Propose; approve or reject (checker, a different person); mark applied.	Manual FIRMS edits; memory of the two known exceptions	3
S-17	Collateral tracker.	Custodian exception report ingested on schedule (about 50,000 rows); per exception: loan, document, status, next action, owner, attorney or lender follow-up, and age; data-tape send dates.	Update status; assign; export in the custodian's required format; bulk actions.	Miles's tracker; the custodian spreadsheet	2
S-18	Servicing oversight.	FCI feed health and lag; self-servicer report status (for example, Grant Coates); rate and strip mismatches (servicer strip removed but not updated); payoff and paydown notices received versus recorded; Swift bulk-notification cadence indicator.	Open loan; raise follow-up; raise correction.	Knowing it in your head	3
S-19	Delinquency and asset-management queue.	Loans by delinquency bucket; classified inbound correspondence (I-05); loss-mitigation and lifecycle actions; bankruptcy, REO, and foreclosure module pages with milestones, counsel, and dates.	Record action; add lifecycle event; assign; generate borrower or counterparty correspondence from template.	James's inbox; asset-management spreadsheets	3
S-20	Reports centre.	See §11.1: trustee files, investor reporting, the five leadership reports, pipeline and turnaround, volume by channel, remit status, aging, and access reviews; scheduled distribution log.	Run; schedule; export in existing formats; release.	The reporting workbooks; hand assembly	3
S-21	Period close and lock console. Accounting only.	Per fund: pre-lock checklist (servicer data refreshed, engine run, open breaks at zero or explained, corrections applied, and draws reconciled), unexplained-break count, and sign-offs collected; lock action; post-lock enforcement (balance-affecting edits blocked for the period); period snapshot; during migration, the parallel-run comparison (FIRMS versus record, per loan, per balance).	Lock a fund's period (Tom); unlock with reason and dual approval; view snapshot; export.	"It's final final," done by knowing	3
S-22	Knowledge base and workflow library.	Gold-standard documents, SOPs, underwriting guidelines, and the prompt and workflow library; plain-English search; vetting queue (proposed, approved, gold) with approver and date; usage analytics (most asked, unanswered).	Search; propose; approve (principals); retire; see who approved what.	SharePoint folders, Ignite, personal drives	1
S-23	Embedded assistant. Optional panel inside workflow screens.	Context of the current loan or screen; suggestions (draft a follow-up, summarise a file, explain a break); usage against cap.	Ask; insert suggestion into a field (a person confirms); dismiss.	Going to Claude in another tab	2
S-24	Administration.	Users and roles (Entra groups); permissions matrix; counterparty template versions; mapping library; criteria definitions per deal; investor-agreement rule editor; servicer configurations; cadences (Swift, servicer lag); materiality thresholds; notification rules; integration health and job scheduler; retention settings; AI usage caps per user and team.	Edit, with maker/checker on rules that affect balances or eligibility.	Breezeway support tickets	3
S-25	Audit log.	Every change: actor, time, entity, field, prior value, and new value; every AI call; every production data read; filter and export.	Search; export for examiners.	FIRMS activity, where it exists	1
S-26	Migration console. Phases 3 to 6 only.	Snapshot status; mapping table from FIRMS to record; historical balance reconciliation results; exceptions with explanations; data-quality findings; parallel-run diffs per close; cutover checklist.	Accept exception explanation; re-run mapping; sign close comparison (Tom); execute cutover steps.	Nothing today	3 to 6

ID	Screen	Shows	Actions	Who
P-01	Counterparty dashboard	Open submissions, recent decisions, outstanding requests, template version, and contacts at Fidelis.	Start submission; download template.	Counterparty
P-02	Submit tape	Template download; upload; immediate validation result; per-row and per-column errors in plain language; what to fix.	Upload; fix and resubmit.	Counterparty
P-03	Submit documents	Per loan: required document list, received or missing, and tie-out outcome where Fidelis chooses to show it.	Upload; replace.	Counterparty
P-04	Submission status	Each tape or loan: received, validated, accepted or rejected, underwriting, settlement, funded, with dates.	View; message (A-5).	Counterparty
P-05	Draw request	Loan, requested amount, budget remaining, invoices and photos upload, and a status mirror of W-07.	Submit; upload; view status.	Counterparty, and borrower-facing where Fidelis chooses (Unitas borrowers remain in LiquidLogics)
P-06	Deal overview (read-only)	Pool composition as of date; balances; concentrations.	View; export.	Deal team; trustee or agency viewer at Fidelis's discretion
P-07	Criteria status (read-only)	Each test: limit, value, headroom, and date.	View.	Same
P-08	Reporting files (read-only)	Monthly reporting files by deal and period; payment calendar.	Download.	Same

Section 7

Workflows, with states

Every workflow has a trigger, named states, one owner per state, and an output. A state changes only when its owner acts; every change is logged. "Auto" marks a step the system performs; the next human step is always named.

ID	Workflow	Trigger	States and owner	Output and exceptions
W-01	Tape intake and normalisation	Tape arrives via P-02, email (I-05), or SFTP drop	Received (auto); Validated (auto); Rejected with reasons (auto, notice to sender) or Normalised (auto, mapping applied); Review (Underwriting); Accepted; Loans created in Pipeline	Pipeline loans; rejection notices; unmapped-column list to reviewer. Exception: a new counterparty gets a mapping created and reviewed before acceptance.
W-02	Document tie-out	Documents attached to a pipeline or funded loan	Extracted (auto); Compared (auto); Mismatches to review (Underwriting); Resolved per field; Tied out	Tie-out status per document; requests for documents. Nothing auto-resolves.
W-03	Underwriting hand-off	Tape accepted; documents tied out	Ready for underwrite (auto, delivered to the Claude modules in their input shape); Decision recorded (Underwriting); Conditions; Cleared	Decision on loan; turnaround timer stops at decision.
W-04	Settlement and funding	Decision is approve	Package generated (auto); Signature routed (Underwriting); Signed; Wire released (Accounting, human); Funded; Conveyance to accounting	Funded loan; settlement workbooks; loan enters the record.
W-05	Boarding, Fidelis-originated	Loan funded	Record created (auto); Servicer notification prepared (auto); Batch reviewed (Asset Management); Sent to FCI (I-03); Acknowledged	Loan live in record and at servicer.
W-06	Boarding, Unitas	Funded loan appears in LiquidLogics (I-04)	Read (auto); Mapped to record (auto); Batch reviewed (Unitas Operations); Boarded; Sent to FCI; Acknowledged	Replaces the hand-built boarding tape.
W-07	Draw	P-05 submission, email (I-05), or LiquidLogics draw event (I-04)	Requested; Inspection ordered (Fidelis AM or Unitas coordinator); Inspected (result attached); Approved or declined (Fidelis control); Paid (Accounting); Servicer notified (auto, idempotent, I-03); Balance updated in record	Balance change with period attribution; borrower-visible status; the guard blocks a second notification for the same draw. SLA clock of two to three days.
W-08	Break follow-up	Break classified real, or servicer data disagrees with record	Drafted from template (auto); Sent (Accounting); Awaiting reply; Reply received; Closed with resolution (Accounting) or Escalated	Thread on loan; FCI responsiveness metric.
W-09	Remit reconciliation	Servicer data refreshed for a period	Data loaded (auto); Engine run (auto); Classifications reviewed (Accounting); Follow-ups and corrections raised; Period signed off (Accounting)	Populated workbooks; approved break list; inputs to the lock.
W-10	Period close and lock	Remit signed off for all servicer files in a fund	Pre-lock checklist (auto); Lock (Tom); Period read-only; Snapshot (auto)	Locked balances feed fees and statements, outside this scope. Unlock requires a reason and dual approval.
W-11	Correction (maker/checker)	Break confirmed real; or a user proposes a balance-affecting change	Proposed with evidence (maker); Checked (a different authorised person); Applied (auto) or Rejected. Pre-cutover: Sent to FIRMS change list; Applied in FIRMS (FIRMS access holder); Confirmed	Audit entry with before and after; no self-approval.
W-12	Securitisation revolver	Weekly, or a payoff in a deal	Eligible population computed (auto: TPR grade A or B, criteria headroom, cash available); Auto-allocate proposal (auto); Confirmed (Capital Markets); Add or remove applied; Criteria re-evaluated (auto)	Updated collateral; alert if any test would breach.
W-13	Trustee reporting	Remit signed off; deal period ends	File generated in deal structure (auto); First month: diffed against hand-built (auto); Reviewed (Capital Markets); Released to trustee (Capital Markets)	Monthly reporting file per deal; payment date the 25th.
W-14	Collateral exceptions	Custodian exception report received (I-06)	Ingested (auto); Matched to loans (auto); Assigned (Asset Management); In progress; Resolved; Export to custodian (auto, their format)	Cleared exceptions; attorney and lender follow-ups.
W-15	Delinquency and lifecycle	Servicer delinquency status; classified correspondence; user action	Flagged (auto); Action recorded (Asset Management); Lifecycle event (extension, modification, payoff, bankruptcy, REO, or foreclosure); Monitored; Closed	Events on the loan record; module pages.
W-16	Email intake	Message arrives in a monitored mailbox	Classified (auto: draw request, payoff, document, seller enquiry, delinquency, or other); Record creation approved (the relevant role); Linked to loan; Routed to W-07, W-02, or W-15	Nothing created without a person approving.
W-17	Knowledge vetting	Document or workflow proposed	Proposed (any staff); Reviewed (Charlie or Tom per today's path); Approved as gold (Brian or Michael); Published; Retired	Gold-standard library with approver trail.
W-18	Parallel close (Phase 5)	Month-end in January and February	Both systems closed (Accounting); Comparison run (auto, S-26); Differences explained (Dom); Signed (Tom) or No-go	Two signed comparisons; cutover eligibility.

Section 8

Integrations

ID	System	Direction and cadence	Data	Failure handling	Human checkpoint
I-01	FIRMS (Breezeway)	Read. Once in Phase 0 (full snapshot), then scheduled export until cutover	Loans, pools, trusts, balances by period, draws (draw manager), documents index, lifecycle data, and user activity where available. Source code if provided.	Snapshot retained in Fidelis's Azure; if API access is withdrawn, the snapshot plus exports is the migration source.	Mapping reviewed by Chris and Dom (S-26).
I-02	FCI Lender Services	Read. Daily pull of portfolio; payments, paydowns, payoffs, fees, delinquency; draws recorded	Servicer loan number, balances, rates, transactions, and statuses, via portal export or file drop as Dom retrieves today. The same pattern covers self-servicer reports (for example, Grant Coates) and any other servicer or custodian feed identified in Phase 0 (for example, Vigil and Wells CTS).	Missed pull retried; lag flagged on S-18; no dependence on FCI changing anything.	Refresh reviewed on S-13 before the engine runs.
I-03	FCI draw and boarding notification	Write. Event-driven, idempotent	Funded draw (loan, amount, date, and new balance); boarded loan. Each carries a unique key; a resend of the same key is a no-op.	Delivery receipt stored; unacknowledged after two business days triggers an S-01 alert and a W-08 follow-up; never re-entered manually without the key.	Batch reviewed before send (W-05 and W-06); draw paid before notify (W-07).
I-04	LiquidLogics (Unitas)	Read. Scheduled (draw events at an interval agreed in Phase 0; funded loans daily)	Draw request, inspection, approval, and payout stages; funded loan attributes for boarding. Read only; no writes.	API scope confirmed in Phase 0; if an event type is unavailable, a file export path is used.	Unitas Operations review boarding batches (W-06).
I-05	Email (Microsoft 365)	Read: monitored mailboxes. Write: templated sends from a Fidelis-controlled mailbox	Inbound messages and attachments; outbound follow-ups and notices.	If Graph access remains blocked by the IT provider, inbound by forwarding rule and outbound by a Fidelis-owned SMTP mailbox; no change to function.	Every inbound record creation approved (W-16); outbound sends by Accounting (W-08).
I-06	Document custodian	Read: exception report on receipt. Write: export file on demand	About 50,000-row exception report; export in the custodian's required layout.	Layout versioned; changes flagged on ingest.	Assignments and resolutions by Asset Management (W-14).
I-07	SharePoint	Read and write, continuous	Knowledge-base documents; document storage for the record; ShareFile and M-drive content migrated on a schedule agreed in Phase 0.	Sync failures surfaced on S-24.	Vetting by principals (W-17).
I-08	Entra ID	Authentication, continuous	Single sign-on; group membership to roles; External ID for portals.	Coordinated with the IT provider's conditional-access project.	Role changes by Technology Admin, reviewed by Compliance.
I-09	AI model provider	Inference, on demand	Extraction, classification, drafting, and search. United States processing; no training on client data; retention per the Standard; usage billed to Fidelis's own account.	Provider outage: the human path continues; queued items retried.	Every output proposes; a person approves.
I-10	Fidelis's Claude-built underwriting modules	Write, on acceptance of a submission	Portal submissions delivered in the modules' input shape (mapping agreed in Phase 0).	Shape mismatch flagged before delivery.	Decision recorded by Underwriting (W-03).
I-11	Weston Portfolio Group	To be confirmed in Phase 0	Where WPG owns a pipeline or screen, the record consumes its output rather than rebuilding it; interface agreed with WPG.	Not applicable.	Scope adjusted per §22.

Section 9

Data model

Fourteen entities. Every table carries created and updated by and at, and a period attribution where a value affects a balance. Borrower and guarantor identity fields are masked outside production and role-restricted within it. Workflow logic (§7) is kept separate from the record: the record holds facts and events; workflows act on them. That is the answer to Michael's question about whether the two should have a hard marriage. They do not.

Entity	Key fields	Relationships
Loan	loan_id, servicer_loan_no, fidelis_loan_no, product (RTL, bridge, ground-up, or DSCR), channel (Unitas, purchase, correspondent, or warehouse), status, lifecycle_state, origination_date, maturity, extension_count, note_rate, pass_through_rate, investor_rate_rule_id, dutch_flag, original_balance, settlement_balance, current_principal, holdback_total, holdback_remaining, ltc, ltv, arv, tpr_grade, servicer_id, counterparty_id, fund_id, pool_id, deal_id	1 Property; 1..n Borrower or Guarantor; n Draws; n Documents; n Servicing events; n Cash flows; n Lifecycle events; 1 Fund; 0..1 Pool; 0..1 Deal
Property	address (parsed), state, county, type, units, appraised_value, as_repaired_value	1 Loan (multi-property loans: n Properties per Loan, for example lots A, B, C, and D)
Borrower / Guarantor	entity or individual, name (masked), contact (masked), role	n Loans
Counterparty	counterparty_id, type (seller, correspondent, broker, or warehouse client), status, approval_date, recert_due, template_version, mapping_id, contacts	n Loans; n Submissions
Submission	submission_id, counterparty_id, channel, received_at, source (portal, email, or SFTP), validation_result, mapping_id, accepted_by, accepted_at, rejection_reasons	n Loans created; n Documents
Document	document_id, type, source, version, storage_ref (SharePoint), tie_out_status, extracted_fields (json), reviewed_by	1 Loan or Submission
Draw	draw_id, loan_id, requested_amount, approved_amount, state, requested_at, inspection_ordered_by and at, inspection_result, approved_by and at, paid_by and at, servicer_notified_at, notification_key, period_id, origin (portal, email, or LiquidLogics)	1 Loan; 1 Period
Period ledger	loan_id, period_id, beginning_balance, draws_funded, paydowns, payoff, ending_balance, expected_cash, received_cash, variance, locked_flag	1 Loan; 1 Period; 1 Fund lock
Period / Lock	period_id (cutoff is the last day of the month), fund_id, lock_status, locked_by, locked_at, unlock_reason, snapshot_ref	n Period ledger rows
Servicing event	event_id, loan_id, servicer_id, type (payment, paydown, payoff, fee, delinquency, or status), amount, effective_date, received_at, source	1 Loan
Break	break_id, loan_id, period_id, type (balance, note_rate, pass_rate, investor_rate, account, or cash), source_a, source_b, value_a, value_b, classification (real or timing), rule_id, materiality, approved_by, follow_up_id, correction_id	1 Loan; 1 Period; 0..1 Follow-up; 0..1 Correction
Fund / Pool / Trust / Deal	ids and names; investor_rate_rule_set; for Deal: closing_date, revolving_end, payment_day (25), transfer_period, criteria_set_id, trustee, agencies	Loans; Criteria; Reporting files
Criteria test	deal_id, test_id, description, limit, comparator, current_value, headroom, evaluated_at, breach_flag	1 Deal
Lifecycle event, Correction, Follow-up, Communication, Task, Audit entry	Typed events with actor, time, and before and after where applicable; a correction carries maker, checker, and evidence; the audit entry is append-only.	1 Loan (most); Audit on every entity

Section 10

Reconciliation engine rules

The engine finds every difference between sources and sorts each as real or timing, using the rules Dom applies by hand today. Rules are configurable on S-24 with maker/checker; each rule names the person who validated it.

Rule	Difference	Sources compared	Classification logic	Suggested action
R-01	Principal balance	Record period ledger versus FCI portfolio	If the difference equals the sum of draws funded or paydowns received after the record's last refresh and before the FCI as-of date, timing. Otherwise, real.	Timing: none, auto-clears on next refresh. Real: follow-up W-08; correction W-11.
R-02	Note rate	Record versus FCI versus self-servicer report	Modification event on file within the period: timing (pending servicer update). Otherwise, real.	Confirm against note and funding memo; follow-up.
R-03	Pass-through rate	Record versus servicer	Servicer strip removed on record (counterparty not involved) but not at servicer: real, known pattern.	Correction to servicer via follow-up.
R-04	Investor rate	Record versus applicable investor agreement rule (per fund: KOC 6, Bridge 6, or others)	Rate does not equal the agreement's formula output: real.	Apply rule; correction with agreement citation.
R-05	Account or fund assignment	Record versus FIRMS (pre-cutover) versus deal collateral	Loan in one pool per one source and another per another: real.	Correction; criteria re-evaluation.
R-06	Cash expected versus received	Balance times pass-through times accrual under the agreement, versus servicer remittance	Variance explained by in-period draw, paydown, or payoff dates: timing. Variance within the materiality threshold: immaterial. Otherwise, real.	Approve; or follow-up.
R-07	Swift bulk cadence	Swift loans, any difference	Swift notifies FCI in bulk roughly twice a month; a difference on a Swift loan within N days of the last bulk date: timing.	Hold for next bulk; alert if it persists past the next bulk.
R-08	Static-source lag	Any difference where one source is FIRMS (pre-cutover)	FIRMS is static between remits; an FCI event after the last remit roll: timing.	None; clears on next remit.
R-09	Dutch loans	Balance and draw feed	Dutch flag set: draws excluded from servicer balance comparison; interest on full note.	Skip R-01 for draws.
R-10	Draw double-count	Record draws versus FCI draws recorded	Two FCI entries with matching amount and date, or an FCI entry with no notification key: real, duplicate.	Follow-up to FCI to reverse; guard prevents recurrence.
R-11	Multi-lot loans	Loans with lot suffixes (for example, D-0198 A, B, C, and D)	Compared at parent and lot level; a difference at one lot only is flagged with the parent context.	Review at loan.
R-12	Materiality	Any	Thresholds per type and per fund (S-24); below threshold, immaterial but still logged.	None.

No accuracy figure is promised for classification. The measure is Dom's time and Dom's judgment: two consecutive months where he works from the engine's list and signs the classifications (§12).

Section 11

Reports, exports, notifications, knowledge base, and administration

11.1 Reports and exports

Report	Contents	Format and cadence	Replaces
Trustee monthly file, four deals	Per deal: cash flows, balances, adds and removes, and criteria results, in the deal's existing structure.	Excel in the deal workbook layout; monthly, before the 25th	Hand-built rebuild
Remit workbooks, three	FCI, Pool D, and Unitas, populated.	Excel, existing layouts; monthly	Hand-keyed columns
The five leadership reports	Recreated from the record in the same shape as the five reports provided in discovery.	Excel or PDF; as today	Manual assembly
Pipeline and turnaround	Loans by stage; arrival-to-decision by channel and counterparty; Miles's metric.	Dashboard and Excel; weekly	Nothing today
Volume by channel	Unitas, purchase, correspondent, and warehouse, counts and balances.	Dashboard; monthly	Corina's and Akash's monthly reporting
Remit status and breaks	Open and approved breaks, classifications, follow-up aging, and FCI responsiveness.	Dashboard; daily	Memory
Draw aging	Draws by state and age against SLA, both entities.	Dashboard; daily	Email threads
Criteria headroom	All tests, all deals, trend.	Dashboard; daily, with alert on approach	Criteria tabs
Collateral exceptions	Open by type, age, and owner; custodian export.	Dashboard and custodian format; monthly	Tracker spreadsheet
Access review	Users, roles, last sign-in, and changes.	Export; quarterly	Nothing today
AI usage	Calls, tokens, and cost by user and team against caps.	Report; monthly	Nothing today
Baseline versus after	The §18 baseline re-measured at hand-over and at the end of support.	Report; twice	Nothing today

11.2 Notifications

To the owner of a state when a workflow reaches it (W-01 to W-18); digest option per user.
Criteria approaching a limit (configurable margin) and breach, to Capital Markets and the principals.
Integration failure or lag beyond threshold, to Technology Admin; servicer lag, to Accounting.
Draw past SLA, to Asset Management and the Unitas coordinator; borrower-visible status update on each state change.
Lock window countdown and pre-lock checklist incomplete, to Accounting.
Counterparty: rejection reasons, acceptance, funding, and draw status (P-02, P-04, and P-05).
Follow-up unanswered after N business days, to Accounting.

11.3 Knowledge base and workflow library functions

Ingestion from SharePoint with document type, owner, and status; plain-English search across gold-standard documents, SOPs, underwriting guidelines, and the prompt and workflow library; citations to the source passage in every answer.
Vetting workflow W-17 with an approver trail; retirement with reason; version history.
Usage analytics: most-asked questions, unanswered questions, and documents never retrieved, reviewed monthly to decide what to add or retire. The library improves through that review, not on its own.
The workflow library holds the analysts' prompts and tools with owner, purpose, inputs, outputs, and last review date.

11.4 Administration and security functions

Users and roles via Entra groups; permissions matrix by screen and action; External ID for counterparties.
Maker/checker on investor-agreement rules, criteria definitions, materiality thresholds, cadences, counterparty templates, and any balance-affecting record change.
Integration health, job scheduler, retry, and alerting; environment and deployment status; secrets in Key Vault.
Retention settings per entity, set with counsel; legal hold flag.
AI usage caps per user and team; model and version registry; prompt and configuration versioning in the repository.
Append-only audit log with export for examiners.

Phase	Accepted when	Signs
0	Snapshot verified against FIRMS counts and totals; workflow inventory delivered; baseline signed; environment live in Fidelis's name; five open facts confirmed in writing; onsite completed.	Akash, Dom, Chris
1	S-22, S-25, and S-15 live; five migrated tools in production with tests; one analyst completes the update path unaided; Standard acknowledged by all active staff; single workspace live; twenty vetted documents retrievable; one month of confirmed breaks sent from templates; two weeks of tickets triaged by the agent.	Chris, Lucy
2	S-07 to S-12 and S-17 live; W-01 to W-05, W-07, and W-14 exercised on one month of real intake: all three channels normalised with unmapped columns surfaced; Swift and ten sellers on the template; every tie-out mismatch surfaced, none auto-resolved; every email record creation approved by a person; one month of Fidelis draws through W-07 with the guard proven in test; one settlement cycle; one collateral cycle to custodian export.	Miles, Akash, James
3	S-01 to S-06, S-13, S-14, S-16, S-18 to S-21, S-24, and S-26 live; capability replication verified against FIRMS on the same data, function by function per the Phase 0 inventory; every historical locked balance reconciled or listed as an explained exception; R-01 to R-12 validated by Dom; two consecutive months where Dom works from the engine's list and signs classifications; four trustee files generated for one month and matched to the hand-built versions line by line; criteria evaluated daily and matching the deal workbooks; interface in daily use by each role.	Dom, Akash, Tom
4	P-01 to P-08 live; three counterparties submitting through P-02 with rejections carrying reasons; securitisation views matching the reporting files; one portal submission underwritten through I-10 without re-keying.	Miles, Akash
5	Two consecutive parallel closes (W-18) with zero unexplained differences, each signed.	Tom
6	New record authoritative; archive verified; hand-over checklist complete; Kaizen access removed; notice served.	Brian, Chris

Section 13

Add-ons: additional fees

Each item is outside the fixed fee in §21 and priced separately. Any may be added at any point by change order and is sequenced into the phase where it fits rather than added to a date. Hours are estimates; fees are the estimate at the technical rate of $200 per hour and are confirmed in writing before work begins. Identifiers match the proposal of September 8. A-2 (LiquidLogics replacement) and A-4 (Lightning Docs replacement) from that proposal are not proposed here; see A-8.

ID	Add-on	Includes	Does not include	Prerequisite	Est. hours	Fee
U-2	Unitas document-intake pilot	Documents from the borrower and broker portal or forwarded by processors classified against the processing checklist; each failed check proposes the specific correction for a processor to accept or reject with one action; outstanding conditions chased on a schedule with borrower and broker reminders; measured against the Unitas SLA report before and after (twelve days targeted, thirty to forty actual). Screens: a Unitas processing queue and a per-file review view modelled on S-10.	Underwriting decisions; any write to LiquidLogics.	LiquidLogics API for documents and statuses; two processors' review time.	About 100	$20,000
A-1	LiquidLogics integration layer	Two-way synchronisation beyond draws and boarding: loan status, conditions, documents, and pipeline; human approval on every write; an I-04 write path with idempotent keys.	Replacing any LiquidLogics function.	Write-capable API confirmed.	75 to 125	$15,000 to $25,000
A-3	Lightning Docs wired in	Closing document generation triggered from W-04 with loan data pre-filled; generated-document status on the loan.	Changes to Lightning Docs; vendor fees.	Lightning Docs API under Fidelis's licence.	50 to 75	$10,000 to $15,000
A-5	Expanded counterparty portal	Beyond §6: seller and broker accounts with roles; document-collection workflows with conditions lists; e-signature; messaging on a submission; onboarding of all counterparties rather than the first eleven.	Consumer borrower portal (Unitas borrowers remain in LiquidLogics).	Phase 4 complete.	200 to 300	$40,000 to $60,000
A-6	Investor and trustee dashboards	Near-real-time pool performance, criteria headroom, and cash; role-scoped external access; scheduled distribution.	Any change to formal reporting formats required by deal documents.	Phase 3 complete.	75 to 125	$15,000 to $25,000
A-7	Extended onsite or training	Onsite days beyond Phase 0's two to three; role-based training beyond §18.	Travel, which is reimbursed at cost with Fidelis's prior approval.	None.	Per day	$1,600 per person per day
A-8	LiquidLogics replacement	Not proposed. Fidelis has indicated LiquidLogics stays. Kaizen has built and operated an origination system for a private lender; available on request.

Item	Included	Owner
U-1	The AI Use Standard, the knowledge base, and training extended to Unitas. Corina Ignacio is the named adoption owner.	Corina
U-D	Draws. Unitas draw events read from LiquidLogics (I-04) into W-07; the Fidelis approval and accounting payout run in the record; one queue across the Unitas coordinator, the Fidelis approver, and accounting (S-12 Unitas lane); automatic nudges; borrower-visible status mirrored; single idempotent servicer notification.	Corina, Dom
U-B	Boarding. Funded Unitas loans read from LiquidLogics and boarded into the record and to FCI as a human-approved batch (W-06), replacing the hand-built boarding tape.	Corina, Miles
U-P	Unitas loans appear in every screen, remit, and report exactly as Fidelis-originated loans do; Unitas Operations role per §4.	All

Section 15

Timeline, by month

Named by month so the lock windows are visible. Week 1 is the week of September 15, 2026 and adjusts with signature. Everything Kaizen needs from Fidelis is due by December 10; the industry is unavailable from mid-December to January 5.

When	What	Lock window
Sep 15 to 26	Phase 0: access, snapshot, recordings, baseline, and environment; onsite in Cranford, scheduled to overlap the September lock window so a real close is observed; five open facts confirmed.	Sep 15 to 20: observe only
Sep 29 to Oct 24	Phase 1 foundation (S-22, S-25, S-15, tools, Standard, and seats). Phase 2 begins (schema, template, and Swift). Phase 3 begins (data model, replication, and migration mapping). Weekly demonstrations start.	Oct 15 to 20: no deployments
Oct 27 to Nov 21	Phase 2: normalisation, tie-out, email intake, Fidelis draws, settlements, and tracker. Phase 3: migration load; engine on real months; trustee generator; criteria monitor. The engine shadows the November close if ready; otherwise January.	Nov 15 to 20: no deployments; shadow close
Nov 24 to Dec 10	Phase 3 interface by role; lock console; Unitas draws and boarding. Phase 4 portals begin. All Fidelis inputs delivered by December 10. Go/no-go criteria for the parallel run agreed.	None
Dec 10 to Jan 5	Kaizen builds; Fidelis is dark. Phase 4 completed; regression suite; documentation; migration console rehearsal. No client-facing changes. Named backup for the Kaizen lead in place.	Dec 15 to 20: FIRMS only
Jan 5 to 23	Phase 4 verified with three counterparties. First parallel close at the January month-end. Tom signs. Milestone 2 invoiced.	Jan 15 to 20: both systems
February	Fixes from the first close. Second parallel close at the February month-end. Tom signs.	Feb 15 to 20: both systems
March	Phase 6 cutover after the second clean close. FIRMS read-only; archive; notice served on Brian's date. Hand-over. Support begins.	Mar 15 to 20: new record only
April	Acceptance thirty days after cutover with no open critical defect. Milestone 3 invoiced.	None
March to September	Six months of included support. Optional retainer thereafter.	None

Sixteen weeks of build precede the first parallel close; the close itself lands on the lock calendar. If signature slips, every row moves by the same amount and the lock windows stay where they are.

Schedule basis and excusable delay

Every date and duration in this Statement of Work is an estimate. Each is based on Kaizen's planned work schedule, staffing, and capacity for this engagement as of the date of signature, and on the timely performance of the client responsibilities in §22.1. No date in this document is a guarantee of completion by that date.

The schedule is extended, day for day, for any delay caused in whole or in part by: (a) late, incomplete, or inaccurate delivery of any access, data, document, approval, or decision that Fidelis or Unitas is responsible for; (b) the unavailability of Fidelis or Unitas personnel, including holidays, office closures, the December dark period, leave, and out-of-office periods; (c) the acts or omissions of any third party on whom a deliverable depends, including Breezeway, FCI, LiquidLogics, Olmec, the document custodian, the AI model provider, and Weston Portfolio Group; or (d) any event beyond Kaizen's reasonable control, including acts of God, fire, flood, storm, epidemic, war, civil unrest, labour disruption, utility or internet failure, cyber attack, or governmental action.

Kaizen will notify Fidelis in writing of any such delay and its expected effect. Milestone dates in §21 move with the schedule. A delay under this clause is not a breach by Kaizen and does not entitle Fidelis to any fee reduction, credit, set-off, or damages.

Role	Who	Location	Production data access
Lead: architecture, build, client-facing	Carson Vasquez	United States	Yes, named
Senior developer and technical backup	Ab DeWeese. Twenty years in software development, including lending, banking, and government work.	United States	Yes, named
Developers (two)	Kaizen's development team, with Carson since the prior financial-services build	Philippines	No. Masked and synthetic data only
Commercial and legal	Don Ho	United States	No
Relationship	Brandwyn Boyle	United States	No

Section 17

Data handling, security, residency, and AI usage

Residency. Fidelis indicated residency limits apply. All storage and processing in United States Azure regions; AI inference in a United States configuration; no production data is accessed from outside the United States. Development and testing use masked or synthetic data.
Location. All client data remains in Fidelis's Azure tenancy. Kaizen's machines hold no client data beyond working files under the NDA, deleted at hand-over.
Access. Entra single sign-on on every interface; role-based permissions (§4); MFA as configured by the IT provider; every production data read logged with actor and time.
Encryption. TLS 1.2 or higher in transit; Azure-managed keys at rest, or Fidelis's keys on request. Secrets in Key Vault under Fidelis's control, rotated at hand-over.
AI providers. The provider configuration under the plan Fidelis procures supports United States-only inference and no training on client data; Kaizen confirms this against the provider's current terms before signature and records the confirmation in the Phase 0 report. Retention per the Standard; provider and versions in the registry (S-24). Usage billed to an account Fidelis holds; Fidelis sets caps; Kaizen estimates at kickoff, reports monthly, and never marks it up. Every AI output proposes; a named person approves.
Subprocessors. Microsoft Azure; the AI model provider; Kaizen's development team as listed in §16. Email is sent and received through Fidelis's own Microsoft 365 tenancy; no third-party email service is used. Changes notified in advance.
Incidents. Notice within 72 hours of confirmed unauthorised access, per the MSA.
Records. Retention for the record, logs, and audit trail set with Fidelis's counsel to match its books-and-records obligations; Kaizen implements what counsel specifies.
Backup and recovery. Daily backups retained 90 days; restore tested before cutover; recovery point objective of 24 hours and recovery time objective of 8 hours unless Fidelis specifies otherwise in writing before cutover.
Insurance. Kaizen will maintain errors-and-omissions and cyber liability coverage with limits of $1,000,000, in place before Phase 0 begins, and will furnish a certificate of insurance on request.
Return and deletion within 30 days of this SOW ending, per the MSA.
Supported browsers. Current Edge and Chrome. Internet Explorer is not supported.
Open-source components. Deliverables may include open-source components under their own licences; a list with licences is delivered at hand-over. No component with a licence that would restrict Fidelis's ownership or use is included.

Section 19

Migration and cutover plan

Step	What	Verified by
M-1 Snapshot	Full extraction of FIRMS data via API and exports in weeks 1 to 2; stored immutable in Fidelis's Azure; row counts and balance totals recorded per table.	Counts and totals match FIRMS reports; Chris and Dom sign.
M-1a Use of Breezeway code	If Breezeway provides FIRMS source code, Kaizen uses it only to understand data structures and behaviour for inventory and migration. No Breezeway code is incorporated in the deliverables. The new record is an original work built from Fidelis's requirements, which is what makes "you own every line" true.	Stated in the Phase 0 report; Chris confirms.
M-2 Inventory	Every FIRMS function Fidelis uses listed from recordings, SOPs, and menus; each mapped to a screen or workflow in §5 to §7 or marked "retire with reason."	Inventory approved by Akash and Chris.
M-3 Mapping	FIRMS objects to record entities (§9), field by field; transformation rules; unknown fields listed.	Reviewed on S-26 by Chris and Dom.
M-4 Replication check	Each inventoried function exercised in the record on snapshot data and compared to FIRMS output on the same data.	Function-by-function pass list; Dom signs balances, Akash signs deal views.
M-5 Historical reconciliation	Every locked period's ending balance per loan in the record equals FIRMS to the cent, or is listed as an explained exception.	Exceptions report accepted by Tom.
M-6 Data-quality findings	Everything the migration surfaced that FIRMS tolerated: duplicates, orphaned records, inconsistent identifiers, and stale rates.	Delivered to Fidelis; remediation is Fidelis's decision.
M-7 Delta loads	Scheduled FIRMS exports keep the record current until cutover.	Delta counts logged daily.
M-8 Parallel closes	January and February (W-18). Go/no-go criteria agreed before January: zero unexplained differences; all roles operating in the record; portals live.	Tom signs each.
M-9 Cutover	Final delta; record declared authoritative; FIRMS set read-only; archive exported and retained; integrations repointed; I-01 retired.	Cutover checklist on S-26; Brian and Chris sign.
M-10 Rollback	At any point before M-9: continue on FIRMS; the record becomes a reporting copy. After M-9: FIRMS read-only remains available for 90 days.	Stated in the go/no-go.
M-11 Retirement	Breezeway notice served on Brian's date within the window confirmed in Phase 0; FIRMS decommissioned after the read-only period.	Confirmation retained.

All dates above are estimates based on Kaizen's planned work schedule and capacity for this engagement and on timely performance of the client responsibilities in §22.1. They extend day for day for client-side delay, personnel unavailability, third-party acts or omissions, and events beyond Kaizen's reasonable control, as set out in §15.

Section 21

Fees and payment

Term	Provision
Fixed fee	$100,000 for Phases 0 through 7 as specified, including the §14 Unitas items, the portals in §6, and the first onsite.
Milestone 1	$50,000 at signature.
Milestone 2	$25,000 at the first signed parallel close (January month-end).
Milestone 3	$25,000 at acceptance, thirty days after cutover with no open critical defect. A critical defect is one that blocks a close, loses or duplicates loan data, or exposes one party's data to another.
Schedule protection	Milestone dates move with the timeline. Where the first parallel close is delayed more than thirty days by client-side dependencies in §22.1, Milestone 2 is invoiced on its originally scheduled date. Delays under §15, Schedule basis and excusable delay, extend the schedule and are not a breach by Kaizen.
Onsite and travel	The first onsite (Phase 0, two to three days, two Kaizen staff) is included in the fixed fee, travel included. Any later onsite is scheduled at Fidelis's request; Kaizen's travel expenses for it are reimbursed at cost, with Fidelis's approval of the estimate before travel is booked.
Support	Six months included from cutover. Thereafter an optional $2,000 per month retainer: fixes to delivered items, model and dependency updates, monitoring, and minor enhancements up to ten hours a month; month to month; cancel on thirty days' notice.
Hourly	Technical work $200 per hour; implementation support $150 per hour. Anything projected over five hours is scoped in writing.
Add-ons	Per §13, each by change order.
Not included	Azure and hosting costs; AI workspace seats and provider usage; LiquidLogics, Lightning Docs, or other vendor fees; historical data remediation beyond the findings report.
Invoicing	Net 15; ACH.
Termination	Per the MSA, with one addition: no termination by either party during a parallel run without a cutover-safe wind-down.
Ownership	Per MSA §5.7 to 5.9: all deliverables assigned to Fidelis on delivery and full payment; a perpetual licence for any pre-existing Kaizen component deployed in Fidelis's environment.
Limitation of liability	For this SOW, each party's aggregate liability is capped at the lesser of $50,000 or the fees paid under this SOW in the twelve months preceding the claim, per MSA §10.2, subject to the exclusions stated there.
Governing law	This SOW and the MSA are governed by the laws of the State of New York, with venue in New York, consistent with the parties' NDA.
Reference and case study	Fidelis grants Kaizen the reference and case-study rights described in MSA §12. Any public mention of Fidelis, Unitas, or this engagement requires Fidelis's written approval of the specific text before release. No pricing concession is tied to these rights.

Section 22

Client responsibilities, assumptions, exclusions, and risks

22.1 Client responsibilities

Responsibility	Who	When
Request FIRMS source code from Breezeway; provide API credentials and exports either way	Brian; Chris	Week 1
Azure subscription, GitHub organisation, Entra application, and Key Vault, with Kaizen as temporary administrator	Chris	Week 1
FCI access for portfolio, draws, and paydowns; custodian exception reports; the four deal workbooks; two months of remit workbooks; the five leadership reports; investor agreement terms (no investor identities)	Dom; Akash	Week 1
LiquidLogics read access for draw events and funded loans; the current boarding-tape procedure; the underwriting modules' input format	Corina; Miles	Week 2
Named operators' time: Dom about four hours a month during build and both systems through two closes; Akash about four; Miles about two; each tool owner about two for migration; Tom for each parallel close	Akash coordinates	Throughout
Onsite scheduling and access for two to three days	Stella Vidal	Weeks 1 to 2
Decisions within three business days of a written request	Per §18	Throughout
Procurement of the single AI workspace plan and provider account in Fidelis's name	Brian; Lucy	Week 2
Confirmation of Weston Portfolio Group's scope boundary and the Breezeway notice window; funds in scope; FIRMS change-access holder; boarding-tape producer	Brian; Akash	Week 1
Coordination with the IT provider (Olmec) on Entra, conditional access, and mailbox access	Chris	Weeks 1 to 3
Vetting of knowledge-base content; counterparty approvals and recertifications	Brian; Michael	Weeks 3 to 6; ongoing
Everything above delivered by December 10, 2026	All	December 10

22.2 Assumptions

Weston Portfolio Group does not currently own reconciliation automation, intake normalisation, or the record's screens; where it does, affected items are removed and the fee reduced (I-11).
FIRMS API or export access sufficient for full extraction in weeks 1 to 2; source code helpful, not required.
FCI data available as Dom retrieves it today; nothing requires FCI to change anything; I-03 uses whatever notification channel FCI accepts today.
Volumes: roughly 2,500 loans at FCI; three remit workbooks; four securitisations; roughly sixty sellers, fifteen correspondents, and ten brokers; roughly forty Unitas closings a month; about 50,000-row custodian reports.
Portals are thin surfaces over the record (§6), not a second application.
The development team is onboarded and bound before week 1.
The schedule in §15 is an estimate based on Kaizen's planned work schedule and capacity, and it extends day for day for client-side delay, personnel unavailability, third-party acts or omissions, and events beyond Kaizen's reasonable control (§15, Schedule basis and excusable delay).
Unitas participates in this SOW under the affiliate provisions of the MSA unless Brian elects, before signature, that Unitas contract through a separate Unitas SOW on the same terms. The election is recorded at signature.

22.3 Exclusions

Replacement of LiquidLogics or Lightning Docs; any change to FCI's role; any change to fee calculation, statement production, or the lock itself.
Computing NAV or producing investor statements. Both are produced from locked balances outside this scope; the record provides the inputs.
Remediation of historical data-quality issues beyond the findings report (M-6).
Cloud, workspace, and vendor costs; hardware, networking, and device management; legal, compliance, or tax advice.
Items in §13.

22.4 Risks and how each is handled

Risk	Handling
Breezeway does not cooperate with extraction or code access	M-1 snapshot in weeks 1 to 2; replication from schema and observed behaviour; the snapshot is the migration source.
Migration surfaces twenty years of data drift	M-6 findings report; remediation is Fidelis's decision and, beyond the report, a change order.
Parallel run shows unexplained differences	No cutover until two clean closes; FIRMS authoritative; M-10 rollback; go/no-go agreed before January.
The prior failed attempt repeats	Weekly demonstrations; M-4 verified replication; milestones on evidence; nothing retired until proven.
Key-person, Kaizen	§16: the senior developer as technical backup; decision log; tests and documentation from week one; named December backup.
Key-person, Fidelis	The engine encodes Dom's rules (§10); Chris reviews rather than builds; documentation throughout.
Adoption	Same-shape screens first, enhancements in groups; role-based training; usage measured; Corina and a Fidelis adoption owner named.
Holiday dark period	Inputs by December 10; Kaizen builds through; parallel closes in January and February.
Client-side or third-party delay	The schedule extends day for day under §15, Schedule basis and excusable delay; Kaizen notifies Fidelis in writing of the effect; milestone dates move with the schedule.
Mailbox access remains blocked	I-05 fallback: forwarding rule inbound, Fidelis-owned SMTP outbound; no change to function.

A system of record for Fidelis Investors, with Unitas Funding on the same rails.

What this Statement of Work is

The governing principle

The lesson from the last attempt

Terms, in plain language

2.1 How draws work, and why they matter here

Scope, in phases

Roles and access