Dear Priya,
I hope this message finds you well. I am an associate at Calderwood & Harkness LLP, outside counsel to Belmont Ridge Bank National Association ("BRB"). I am writing to transmit two draft documents for Veridian Analytics' review and comment: (1) a draft Amendment to the existing Master Services Agreement between BRB and Veridian Analytics (Contract No. VA-BRB-2023-0044), and (2) a draft Statement of Work for the OFAC screening module enhancement. Both documents relate to the planned upgrade from Veridian TMS v.8.3 to TMS v.10.0 and the associated OFAC module enhancement. The drafts are attached to this email for your team's convenience.
By way of background, BRB is undertaking this upgrade as part of a comprehensive BSA/AML and sanctions compliance remediation program. The work is being executed on an accelerated timeline in order to satisfy regulatory requirements, and as such, timely execution of the contractual documents and adherence to the implementation schedule are of critical importance. BRB's Chief Information Officer, Linda Petrosian (copied here), has been coordinating on the technical implementation aspects and will continue to serve as BRB's primary point of contact for implementation logistics throughout this engagement.
**Key Commercial Terms — Draft MSA Amendment**
The draft amendment reflects the following principal commercial terms, which we understand are consistent with the discussions between the parties to date:
- A one-time implementation fee of **$2,800,000** for the TMS v.10.0 upgrade; - An incremental annual licensing fee of **$1,900,000** for the TMS v.10.0 platform and OFAC module, bringing the total new annual contract value to **$6,000,000 per year** (the existing $4,100,000/year base plus the $1,900,000 incremental amount); and - The amendment is drafted against the existing three-year contract term ending December 2026.
Please note that the draft includes performance benchmarks and remedies for implementation delays, reflecting the regulatory-driven timeline under which BRB is operating.
**Key Terms — Draft SOW (OFAC Screening Module Enhancement)**
The draft Statement of Work addresses the following core deliverables:
- Real-time screening integration for all BaaS partner transaction flows (BRB currently operates 14 active BaaS partner channels); - Batch processing capabilities for retrospective screening; - List management covering the Specially Designated Nationals (SDN) List, Consolidated Sanctions List, Sectoral Sanctions Identifications List, and other applicable OFAC lists; - Hit disposition workflow integration with BRB's existing compliance case management systems; and - A target date of **November 1, 2025** for full OFAC screening operationalization across all BaaS channels.
**Critical Timeline**
I want to emphasize the importance of the following implementation milestones, which are set forth in greater detail in the draft SOW:
- **August 1, 2025** — Completion of user acceptance testing (UAT) and deployment of TMS v.10.0; - **October 1, 2025** — Completion of independent model validation of the upgraded TMS; and - **November 1, 2025** — Full OFAC screening operationalization across all 14 BaaS partner channels.
These dates are driven by external regulatory requirements and are not flexible. We would ask that Veridian confirm the feasibility of this timeline at the earliest opportunity, or flag any concerns so that the parties can address them proactively.
**Next Steps**
We respectfully request that Veridian provide its redline comments on both the draft MSA amendment and the draft SOW within two weeks — that is, by **March 19, 2025**. Following receipt of Veridian's comments, Calderwood & Harkness would like to schedule a call with Veridian's legal and technical teams to discuss any open points and work toward prompt finalization of both documents. In the interim, please feel free to coordinate with Linda Petrosian and her team on any technical questions that may arise during Veridian's review.
**Attachments:** 1. Draft Amendment No. [__] to Master Services Agreement (Contract No. VA-BRB-2023-0044) between Belmont Ridge Bank NA and Veridian Analytics Inc. 2. Draft Statement of Work — OFAC Screening Module Enhancement (TMS v.10.0)
Thank you, Priya, for Veridian's continued partnership and responsiveness on this matter. Please do not hesitate to reach out if you have any questions in the interim. I can be reached at the contact information below.
Best regards,
**Carlos Espinoza** Associate Calderwood & Harkness LLP 1285 Avenue of the Americas, 40th Floor New York, NY 10019 T: (212) 558-4732 E: cespinoza@calderwoodharkness.com
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