CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP
INTERNAL MEMORANDUM
CONFIDENTIAL & PRIVILEGED
TO: File — Matter No. 1045-00002
FROM: Philip Hartmann, Responsible Partner, Banking & Finance Practice Group
DATE: February 10, 2025
RE: Staffing Plan & Rate Schedule — Belmont Ridge Bank NA BSA/AML and Sanctions Compliance Program Uplift Engagement
CONFIDENTIALITY LEGEND: This memorandum is an internal Calderwood & Harkness LLP work product prepared in connection with the firm's representation of Belmont Ridge Bank National Association ("BRB") and is subject to attorney-client privilege and work-product protection. This memorandum contains confidential information regarding the firm's staffing decisions, billing rates, projected fee estimates, and strategic engagement planning. It is not for distribution outside the firm without the prior written approval of the Responsible Partner. Any unauthorized disclosure, copying, or distribution of this memorandum or the information contained herein is strictly prohibited.
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I. PURPOSE AND BACKGROUND
A. Purpose.  The purpose of this memorandum is to document, for the internal files of Calderwood & Harkness LLP ("C&H" or the "Firm"), the engagement team composition, individual billing rates, projected hours allocation by engagement phase and workstream, role descriptions, and reporting structure for the C&H team staffed on the Belmont Ridge Bank National Association ("BRB" or the "Bank") BSA/AML and Sanctions Compliance Program Uplift engagement (the "Engagement"). This memorandum is intended to serve as the definitive internal staffing reference for the Engagement, to facilitate budget tracking, and to ensure alignment among all team members regarding their respective responsibilities and the overall engagement structure.
This document should be read in conjunction with the engagement letter dated February 10, 2025, executed by the Bank's General Counsel, Gregory Nardone, which sets forth the formal terms of the Firm's retention, as well as the outside counsel guidelines provided by BRB.
B. Background.  On January 15, 2025, the Office of the Comptroller of the Currency ("OCC") issued Consent Order No. OCC-2025-003 (the "Consent Order") against BRB, citing significant deficiencies in the Bank's Bank Secrecy Act ("BSA") and Anti-Money Laundering ("AML") compliance program. The Consent Order identified a broad range of compliance failures spanning multiple program elements, including but not limited to the following:
(i) OFAC Sanctions Screening Deficiencies. The OCC found that BRB's Office of Foreign Assets Control ("OFAC") sanctions screening program was materially deficient, particularly with respect to the Bank's Banking-as-a-Service ("BaaS") channels. The OCC identified a significant gap in which transactions processed through BaaS partner NovaPay Technologies Inc. ("NovaPay") were not being subjected to required OFAC screening, with approximately 3.8 million of 31.7 million NovaPay transactions in calendar year 2023 (approximately 12%) having bypassed the sanctions screening protocols entirely.
(ii) Suspicious Activity Report (SAR) Filing Deficiencies. The OCC found that BRB had failed to file timely and accurate Suspicious Activity Reports as required by 31 U.S.C. § 5318(g) and 12 C.F.R. § 21.11. A backlog of approximately 2,400 unreviewed alerts had accumulated in the Bank's transaction monitoring system, and the OCC identified systemic deficiencies in SAR filing processes, quality assurance, and timeliness.
(iii) Customer Due Diligence (CDD) and Enhanced Due Diligence (EDD) Deficiencies. The OCC determined that BRB had failed to conduct adequate CDD and EDD for a significant portion of its customer base, identifying approximately 47,000 high-risk accounts requiring remediation review.
(iv) Transaction Monitoring Model Validation Failures. The OCC found that the Bank's transaction monitoring system ("TMS"), the Veridian Analytics platform (version 8.3), had not been independently validated since March 2021 and had not been tuned since October 2022, rendering its efficacy unreliable and calling into question the adequacy of the Bank's overall monitoring capabilities.
(v) Board Oversight Deficiencies. The OCC cited insufficient board-level oversight of the BSA/AML compliance program, including inadequate reporting to the Board of Directors and relevant committees, insufficient compliance resources, and a failure to ensure effective remediation of previously identified Matters Requiring Attention ("MRAs") and Matters Requiring Immediate Attention ("MRIAs").
The Consent Order imposed a civil money penalty ("CMP") of $24,500,000 and required BRB to undertake a comprehensive remediation of its BSA/AML and OFAC sanctions compliance program, including the engagement of an independent consultant to conduct an assessment and validate the Bank's remediation efforts. The Consent Order established specific deadlines and deliverables, which are addressed in the workstream descriptions set forth in Sections IV and V below.
C. Engagement Structure
C&H was formally engaged by BRB on February 10, 2025, to serve as outside regulatory counsel in connection with the comprehensive compliance-program uplift required by the Consent Order. The Engagement is structured in two sequential phases, as follows:
Phase 1: Assessment & Remediation Plan — February 10, 2025 through May 15, 2025. This phase encompasses the initial assessment of the Consent Order requirements, gap analysis of the Bank's existing compliance program, regulatory engagement with the OCC and FinCEN, oversight of the independent consultant selection and engagement process, and the drafting and submission of a Comprehensive Remediation Action Plan (the "RAP") to the OCC. Phase 1 estimated fees are $4,800,000.
Phase 2: Implementation & Monitoring — May 16, 2025 through February 15, 2026. This phase encompasses the oversight and support of the Bank's implementation of the RAP, ongoing regulatory engagement, quarterly progress reporting to the OCC, technology deployment oversight, CDD/EDD remediation monitoring, SAR process sustainability review, BaaS partner compliance addendum execution, training rollout support, and preparation of the Bank's compliance self-certification required by the Consent Order. Phase 2 estimated fees are $3,200,000.
The total estimated engagement fees for both phases are $8,000,000. The engagement letter includes a fee collar of ±15%, meaning that fee overruns exceeding $9,200,000 ($8,000,000 × 1.15) require the prior written approval of BRB General Counsel Gregory Nardone before additional work is undertaken.
An evergreen retainer of $500,000 was deposited by BRB on February 12, 2025, into the Firm's client trust account and will be maintained and replenished in accordance with the retainer provisions of the engagement letter. Expenses incurred by C&H in connection with the Engagement are subject to a cap of $250,000, exclusive of expert and consultant costs that are billed directly to BRB (including, without limitation, the fees of Thornfield Consulting Group LLC as independent consultant, Pinnacle Compliance Solutions LLC for temporary staffing, Caldera & Pope for internal audit services, and any technology vendor costs). Billing will be conducted on a monthly basis, with invoices payable net 30 days from the date of issuance.
II. ENGAGEMENT TEAM COMPOSITION
The following sections set forth the composition of the C&H engagement team, together with each team member's role, responsibilities, billing rate, relevant experience, and reporting relationships. The team has been assembled to provide the Bank with a comprehensive range of expertise spanning banking regulatory enforcement, BSA/AML compliance, OFAC sanctions, intellectual property and technology licensing, securities disclosure, and general litigation support.
A. Philip Hartmann — Responsible Partner
Role on Engagement. Philip Hartmann serves as the Responsible Partner on this Engagement and bears ultimate responsibility for all aspects of the Firm's representation of BRB. In this capacity, Mr. Hartmann provides overall engagement supervision and strategic direction. He serves as the primary relationship partner for the Bank's General Counsel, Gregory Nardone, and Chief Compliance Officer, Patricia Langston, and maintains direct senior-level communication channels with BRB's executive leadership and Board of Directors as necessary to the Engagement's objectives.
Mr. Hartmann will serve as the Firm's lead interface with the OCC, including with Examiner-in-Charge Jonathan Frey, and with the Financial Crimes Enforcement Network ("FinCEN"), including with Associate Director Angela Drummond, in connection with FinCEN's parallel monitoring of BRB's remediation efforts. Mr. Hartmann is responsible for providing strategic direction on all aspects of the Firm's regulatory engagement strategy, the design and substance of the Comprehensive Remediation Action Plan, and Board and governance matters arising from the Consent Order.
Mr. Hartmann will also oversee the Firm's relationship with Thornfield Consulting Group LLC ("Thornfield"), the independent consultant selected to conduct the assessment and validation required by the Consent Order, ensuring that the independent consultant engagement is properly structured to protect the Bank's interests while satisfying the OCC's requirements. Mr. Hartmann will be the signatory on all formal regulatory correspondence issued on behalf of BRB to the OCC, FinCEN, and other regulatory bodies in connection with this Engagement.
Relevant Experience. Mr. Hartmann brings extensive experience in federal banking regulatory enforcement matters, including prior engagements involving BSA/AML consent order remediation for national banks and federal savings associations. He has significant experience in OCC and FinCEN enforcement proceedings, OFAC sanctions compliance program design and remediation, bank holding company governance, and regulatory oversight of fintech and BaaS business models. His experience includes advising financial institutions on the design and implementation of comprehensive compliance program uplifts in response to regulatory enforcement actions, as well as negotiating with federal banking regulators on behalf of institutions subject to consent orders and formal enforcement actions.
Reporting. Mr. Hartmann reports to firm management on administrative matters relating to the Engagement. He serves as the C&H point of contact for all client communications with BRB senior leadership and the Board of Directors, including Diane Whitford, Chief Executive Officer and Board Chair; Arthur Connelly, Lead Independent Director and Risk Committee Chair; and James Rutherford, Compliance Committee Chair.
B. Marcus Delgado — Billing Partner
Role on Engagement. Marcus Delgado serves as the Billing Partner on this Engagement. He has been cross-staffed to this matter from the intellectual Property Practice Group due to the significant fintech patent and licensing compliance overlap arising from BRB's Banking-as-a-Service business arrangements. BRB currently maintains BaaS arrangements with fourteen (14) active fintech sponsors, including NovaPay Technologies Inc. ("NovaPay"), FairLend Digital LLC ("FairLend Digital"), and VaultEdge Inc. ("VaultEdge"), among others. Several of these arrangements involve complex technology licensing structures that implicate intellectual property considerations in the context of the compliance program remediation.
Mr. Delgado's substantive responsibilities on the Engagement include reviewing the Bank's BaaS partner technology licensing agreements for the purpose of integrating compliance addenda and ensuring that the technology licensing provisions are consistent with the Bank's enhanced BSA/AML compliance obligations. He will advise on the intellectual property aspects of the Bank's technology vendor contracts, including the Veridian Analytics Inc. TMS v.10.0 upgrade (currently governed by Master Services Agreement, Contract No. VA-BRB-2023-0044) and the potential engagement of Ridgeline Data Systems LLC ("Ridgeline") as an alternative or supplemental technology platform provider. Mr. Delgado will also analyze the intellectual property provisions contained in the Bank's BaaS program agreements and associated compliance addenda to ensure that the Bank retains appropriate rights to compliance-related data, reports, and technology outputs.
In addition to his substantive IP-related responsibilities, Mr. Delgado is responsible for all billing administration and budget oversight functions for the Engagement, including review and approval of monthly invoices, monitoring of hours against budget, and coordination with the Firm's finance department on retainer management and expense tracking.
Relevant Experience. Mr. Delgado maintains a robust IP transactional practice with significant experience in fintech licensing and technology vendor contract matters. He has extensive familiarity with software licensing structures relevant to AML and sanctions technology platforms, including transaction monitoring systems, screening tools, case management software, and regulatory reporting technologies. His experience includes advising both financial institutions and technology vendors on the structuring of licensing agreements, service level agreements, and data rights provisions in the financial services technology sector.
Reporting. Mr. Delgado reports to Philip Hartmann on all substantive matters relating to the Engagement. He independently manages billing and budget reconciliation for the Engagement in his capacity as Billing Partner and will coordinate with Mr. Hartmann on any budgetary matters requiring client communication or engagement letter amendments.
C. Yuki Nakamura — Lead Associate
Role on Engagement. Yuki Nakamura serves as the Lead Associate on this Engagement and is responsible for the day-to-day management of all workstreams. In this capacity, Ms. Nakamura serves as the principal coordinator across the engagement team and maintains regular communication with the Bank's operational contacts to ensure efficient progress across all remediation activities.
Ms. Nakamura serves as the primary drafter of the Comprehensive Remediation Action Plan, which is due to be submitted to the OCC by May 15, 2025. The RAP represents the central deliverable of Phase 1 and must address each of the deficiencies identified in the Consent Order with specificity, including detailed action items, responsible parties, timelines, and measurable milestones.
Ms. Nakamura serves as the lead on the SAR backlog clearance workstream, coordinating directly with Thomas Ikeda, BRB's BSA Officer and AML Program Director, and overseeing the deployment of temporary staffing resources from Pinnacle Compliance Solutions LLC ("Pinnacle") under the direction of Andrea Solis. She also serves as the lead on the CDD/EDD remediation workstream, which encompasses the remediation of approximately 47,000 accounts, with milestone targets of 50% completion by July 15, 2025, and 100% completion by January 15, 2026.
Ms. Nakamura serves as the primary day-to-day contact for Thornfield Consulting Group on all assessment matters, serving as the liaison between the C&H team and the Thornfield engagement team (including Dr. Vivian Castellano, Managing Director and Engagement Lead; Robert Eastman, Senior Director; Jennifer Hwang, Director; and Nathaniel Burgess, Senior Manager). She is responsible for drafting Board presentations, committee charters, revised policies and procedures, and OCC correspondence, and for coordinating with BRB's CCO Patricia Langston and CRO Melissa Chu on remediation progress tracking and reporting.
Relevant Experience. Ms. Nakamura has prior experience in BSA/AML enforcement defense work and regulatory investigations involving financial institutions. She has familiarity with SAR filing processes, transaction monitoring systems, and CDD/EDD requirements, as well as experience in drafting remediation plans and regulatory correspondence in connection with consent order compliance.
Reporting. Ms. Nakamura reports to Philip Hartmann on all engagement matters and supervises Carlos Espinoza in his capacity as Working Associate.
D. Carlos Espinoza — Working Associate
Role on Engagement. Carlos Espinoza serves as the Working Associate on this Engagement, providing supporting research and drafting across all workstreams. Mr. Espinoza's primary substantive responsibility is the technology vendor workstream, which encompasses the following principal activities:
(a) Veridian Analytics MSA Amendment. Mr. Espinoza is responsible for drafting the amendment to the existing Veridian Analytics Inc. Master Services Agreement (Contract No. VA-BRB-2023-0044) to accommodate the TMS v.10.0 upgrade, which carries an estimated implementation cost of $2,800,000 and incremental annual licensing fees of $1,900,000 per year (bringing the total annual contract value to approximately $6,000,000 per year). He will also draft the Statement of Work for the OFAC module enhancement that is required as part of the upgraded platform.
(b) Ridgeline Data Systems Evaluation. Mr. Espinoza will support the evaluation of Ridgeline Data Systems LLC as a potential alternative or supplemental technology platform, including the review and negotiation of a non-disclosure agreement, review of the Ridgeline term sheet for the proposed engagement (estimated at $7,200,000 per year on a 5-year contract term, with a total contract value of $36,000,000), and drafting of any preliminary engagement documentation.
(c) OFAC Policies and Procedures. Mr. Espinoza is responsible for drafting revised OFAC-related policies and procedures as part of the broader compliance program remediation.
(d) SAR Lookback. Mr. Espinoza will assist with the scoping and methodology documentation for the SAR lookback project, which is expected to involve costs of approximately $5,500,000 in aggregate when including external resource costs.
(e) BaaS Partner Compliance. Mr. Espinoza will support the preparation of compliance remediation letters to BaaS partners, including NovaPay Technologies Inc. (addressed to Ethan Garrison, CEO) and FairLend Digital LLC (addressed to Aisha Okonkwo, CEO), as well as the development of the broader BaaS compliance oversight framework.
(f) Pinnacle Compliance Solutions. Mr. Espinoza will support the preparation of the Pinnacle Compliance Solutions managed services agreement governing the deployment of temporary compliance staffing resources (SOW Reference: PCS-BRB-2025-0012; 30 full-time equivalents at $10,000 per month per FTE for 12 months, for a total engagement value of $3,600,000).
(g) OCC Correspondence and Reporting. Mr. Espinoza is responsible for the preparation of OCC progress reports and regulatory correspondence, the maintenance of the OCC correspondence log, and general administrative support for the regulatory engagement workstream.
Relevant Experience. Mr. Espinoza has experience in regulatory compliance research, technology vendor contract drafting and review, and OFAC sanctions compliance analysis. His prior work includes supporting engagements involving financial institution regulatory examinations and enforcement proceedings.
Reporting. Mr. Espinoza reports to Yuki Nakamura on day-to-day matters and to Philip Hartmann on strategic and substantive matters requiring partner-level direction.
III. RATE SCHEDULE SUMMARY
The following table summarizes the 2025 hourly billing rates for all members of the C&H engagement team staffed on this matter:
Rate Basis. The rates set forth above are the Firm's 2025 standard hourly rates for each respective team member, as established in the engagement letter dated February 10, 2025. These rates apply to all work performed in connection with C&H Matter No. 1045-00002 during calendar year 2025.
Rate Adjustments. No rate increases are anticipated during Phase 1 of the Engagement. Annual rate adjustments, if any, would apply to Phase 2 work commencing May 16, 2025, and would be subject to prior written notification to BRB in accordance with the terms of the engagement letter and the Bank's outside counsel guidelines. The Firm's standard rate adjustment cycle takes effect on January 1 of each calendar year; accordingly, any rate adjustments for 2026 would apply only to work performed on or after January 1, 2026, which represents the final approximately six weeks of the Phase 2 engagement period.
Blended Rate Analysis. The weighted average blended rate for the engagement team will vary depending on the hours mix among team members in any given period. Based on the anticipated hours allocation set forth in Sections IV and V below, the estimated effective blended rate for the core engagement team is approximately $950 to $1,050 per hour. This blended rate will be monitored on a monthly basis as part of the billing review process and will be reported in the quarterly budget reconciliation memoranda prepared for the client.
IV. PROJECTED HOURS ALLOCATION — PHASE 1 (FEBRUARY 10, 2025 – MAY 15, 2025)
A. Phase 1 Overview
Phase 1 of the Engagement encompasses the initial assessment, regulatory engagement, and remediation planning period. The duration of Phase 1 is approximately 95 calendar days (13.5 weeks), running from the Engagement commencement date of February 10, 2025, through the Comprehensive Remediation Action Plan submission deadline of May 15, 2025.
The estimated total fees for Phase 1 are $4,800,000, as set forth in the engagement letter.
The scope of Phase 1 includes, at a high level: the assessment of all Consent Order requirements and identification of specific compliance gaps against the Consent Order's mandates; the conduct of a comprehensive gap analysis across all BSA/AML and OFAC program elements; regulatory engagement with the OCC and FinCEN; the oversight of the Thornfield Consulting Group independent consultant selection, engagement, and preliminary assessment process; and the drafting and submission of the Comprehensive Remediation Action Plan to the OCC.
Phase 1 also includes a number of immediate regulatory filings and milestone deadlines that are mandated by the Consent Order, as follows:
•  February 28, 2025: Board Resolution acknowledging the Consent Order and committing to compliance.
•  March 16, 2025: Civil money penalty payment of $24,500,000.
•  March 31, 2025: Interim SAR backlog status report to the OCC.
•  April 15, 2025: Thornfield Consulting Group preliminary gap assessment delivered.
•  May 15, 2025: Comprehensive Remediation Action Plan submitted to the OCC.
B. Phase 1 Hours by Workstream
The following subsections set forth the projected hours allocation for each of the eight principal workstreams within Phase 1, together with a description of the scope of work for each workstream and the estimated cost based on team member billing rates.
Workstream 1: OFAC Sanctions Screening Assessment & Remediation Design.  Scope. This workstream encompasses a comprehensive gap analysis of the Bank's OFAC sanctions screening program across all business channels, including both the Bank's proprietary retail banking operations and all BaaS partner channels. The workstream will include a detailed assessment of the NovaPay unscreened transaction gap, which the OCC identified as involving approximately 3,800,000 of the 31,700,000 NovaPay transactions processed in calendar year 2023 (approximately 12% of all NovaPay transactions during the period). The team will conduct an OFAC enforcement risk analysis to evaluate the Bank's exposure to potential OFAC enforcement action and will assess the advisability and strategic implications of making a voluntary self-disclosure to OFAC. Deliverables for this workstream include a revised OFAC compliance policy, a comprehensive screening procedures manual reflecting the enhanced screening requirements, and a remediation testing plan that can be validated by Thornfield.
Projected Hours:
Mr. Hartmann's hours on this workstream will be concentrated on the OFAC enforcement risk assessment and voluntary self-disclosure analysis, as well as strategic direction regarding the regulatory engagement approach with OFAC. Ms. Nakamura will lead the gap analysis and policy drafting efforts, while Mr. Espinoza will provide supporting research, screening methodology documentation, and initial drafting of revised policies and the testing plan.
Workstream 2: SAR Backlog & Process Improvement.  Scope. This workstream addresses the SAR filing deficiencies identified in the Consent Order. The team will develop the SAR lookback scope and methodology, including the identification of the relevant lookback period, the criteria for determining which transactions and alerts require retrospective review, and the quality assurance standards to be applied. The workstream includes the development of a SAR backlog triage protocol for the approximately 2,400 unreviewed alerts that have accumulated in the Bank's existing transaction monitoring system. The team will coordinate with Pinnacle Compliance Solutions LLC on the deployment of 30 temporary full-time equivalent compliance analysts to execute the backlog clearance effort. Deliverables include a revised SAR policy and procedures manual, the interim SAR backlog status report to the OCC (required by the March 31, 2025 deadline), and a SAR quality assurance framework to ensure ongoing SAR filing accuracy and timeliness following the completion of the backlog clearance.
Projected Hours:
Ms. Nakamura, as lead on the SAR backlog clearance workstream, will carry the heaviest hours load, reflecting the significant coordination requirements with both Thomas Ikeda's internal team and the Pinnacle deployment. The March 31, 2025 interim status report deadline will require intensive effort during weeks 5 through 7 of the engagement. Mr. Espinoza will support the lookback methodology development and the drafting of revised SAR policies.
Workstream 3: CDD/EDD Remediation Design.  Scope. This workstream focuses on the design of the remediation methodology and prioritization framework for the approximately 47,000 high-risk accounts identified by the OCC as requiring CDD and EDD remediation. The team will develop a revised CDD/EDD policy that addresses the specific deficiencies cited in the Consent Order and reflects current regulatory expectations. The workstream includes the development of a BaaS partner CDD/EDD responsibility matrix, which will delineate the respective obligations of BRB and each of its BaaS partners with respect to customer due diligence activities. The team will prepare specifications for a remediation progress tracking dashboard to enable real-time monitoring of the remediation effort. Deliverables include a phased remediation plan with milestones of 50% completion by July 15, 2025, and 100% completion by January 15, 2026, as required by the Consent Order.
Projected Hours:
Mr. Hartmann's involvement in this workstream will be focused on the strategic elements of the remediation prioritization framework and the BaaS partner responsibility allocation, both of which carry significant regulatory risk considerations. Ms. Nakamura and Mr. Espinoza will share the drafting responsibilities for the CDD/EDD policy and the remediation plan documentation.
Workstream 4: Transaction Monitoring Model Validation & Technology Vendor.  Scope. This workstream addresses the transaction monitoring model validation failures identified in the Consent Order and the technology vendor engagements required to remediate those deficiencies. The team will conduct an assessment of the deficiencies in the Bank's current Veridian Analytics TMS v.8.3 platform, which was last independently validated in March 2021 and last tuned in October 2022. The workstream includes the negotiation and drafting of an amendment to the Veridian MSA (Contract No. VA-BRB-2023-0044) to accommodate the TMS v.10.0 upgrade, which carries an estimated implementation cost of $2,800,000 and incremental annual licensing fees of $1,900,000 per year, as well as a separate Statement of Work for the OFAC module enhancement. The team will also support the evaluation of Ridgeline Data Systems LLC as a potential alternative platform, including non-disclosure agreement negotiation and term sheet review for the proposed engagement (estimated at $7,200,000 per year on a 5-year term, representing a total contract value of $36,000,000). Additional deliverables include a technology implementation timeline, a risk assessment comparing the Veridian upgrade path to the Ridgeline alternative, and a vendor due diligence checklist.
Projected Hours:
This workstream represents Mr. Delgado's most significant area of substantive involvement, reflecting the IP and licensing review requirements associated with the Veridian MSA amendment, the Ridgeline evaluation, and the broader technology vendor contractual framework. Mr. Espinoza will carry the heaviest hours load, reflecting his primary responsibility for the technology vendor workstream. Ms. Nakamura will focus on the regulatory compliance aspects of the technology transition, including the model validation timeline and the integration of technology milestones into the RAP.
Workstream 5: Governance, Board Oversight & Training.  Scope. This workstream addresses the board oversight deficiencies cited in the Consent Order and the related governance remediation requirements. Immediate deliverables include the Board Resolution acknowledging the Consent Order and committing to compliance (due February 28, 2025). The workstream further encompasses the drafting or revision of the Compliance Committee charter, the preparation of a comprehensive board presentation summarizing the Consent Order, the remediation strategy, and the resource commitments required. The team will prepare a memorandum analyzing the Board's oversight obligations under the Consent Order and applicable banking regulations, a compliance committee reporting framework, and a directors' and officers' liability analysis addressing the potential personal exposure of individual directors in connection with the BSA/AML compliance failures. Additional deliverables include amended corporate bylaws (to the extent necessary to reflect governance changes), an enterprise-wide BSA/AML training plan, a board and senior management training outline, and a consolidated policy suite index cataloging all compliance policies subject to revision.
Projected Hours:
Mr. Hartmann will devote substantial time to this workstream, reflecting the strategic importance of the Board engagement and the sensitivity of the D&O liability analysis. The February 28 Board Resolution deadline requires immediate attention in the first weeks of the Engagement. Ms. Nakamura will lead the drafting of the committee charter, board presentations, and the enterprise-wide training plan, while Mr. Espinoza will support the consolidated policy suite index, the amended bylaws, and research for the D&O liability memorandum.
Workstream 6: Regulatory Engagement & Independent Consultant Oversight.  Scope. This workstream encompasses all aspects of the Firm's direct engagement with regulatory authorities and the oversight of the independent consultant relationship. This is the most complex and multi-faceted workstream, involving a broad array of deliverables, including:
•  Consent Order analysis memorandum (comprehensive internal analysis for the engagement team and client);
•  Annotated summary of Consent Order provisions (cross-referenced to specific compliance program elements and remediation requirements);
•  Regulatory risk assessment memorandum (analyzing potential additional enforcement exposure from FinCEN, the Department of Justice, OFAC, and relevant state regulators);
•  Comparison memorandum analyzing the relationship between the Bank's previously identified MRAs and MRIAs and the Consent Order findings;
•  CMP payment logistics coordination (with CFO Samantha Reeves);
•  Letter to the OCC acknowledging the Consent Order;
•  Privilege and work-product protection protocol for the engagement;
•  FinCEN coordination strategy memorandum;
•  Memorandum supporting the selection of the independent consultant;
•  Letter to the OCC proposing Thornfield Consulting Group LLC as the independent consultant;
•  Thornfield engagement agreement review and negotiation (fixed fee of $6,500,000 plus $400,000 in expenses, Reference: TCG-BRB-2025-001) and Appendix A (scope of work);
•  Access and cooperation protocol between BRB and Thornfield;
•  Privilege and confidentiality side letter for the Thornfield engagement;
•  OCC non-objection process memorandum (analyzing the procedural requirements for obtaining OCC non-objection to the Thornfield selection);
•  Oversight and communication protocol governing the C&H-Thornfield working relationship;
•  Cover letter transmitting the Comprehensive Remediation Action Plan to the OCC; and
•  OCC correspondence log (ongoing maintenance throughout the Engagement).
Projected Hours:
This workstream carries the highest hours allocation for Mr. Hartmann, reflecting his central role as the lead regulatory engagement partner and the primary signatory on all formal regulatory correspondence. The workstream requires sustained partner-level attention throughout Phase 1, with particular intensity during the early weeks of the Engagement (Consent Order analysis, initial OCC correspondence, CMP payment logistics) and the final weeks (RAP transmittal, cover letter, and any iterative negotiations with the OCC regarding the RAP). Ms. Nakamura will be heavily involved in drafting the analysis memoranda, the Thornfield engagement documentation, and the OCC correspondence. Mr. Espinoza will support with research, correspondence log maintenance, and drafting of ancillary documents.
Workstream 7: BaaS / Fintech Partnership Compliance.  Scope. This workstream addresses the compliance remediation requirements arising from BRB's BaaS and fintech partnership business. BRB's BaaS division generated approximately $127.4 million in revenue in calendar year 2024 on transaction volume of approximately $74.3 billion, representing a material component of the Bank's overall business. The workstream includes the development of a comprehensive BaaS compliance oversight framework; the drafting of a revised BaaS program agreement template compliance addendum applicable to all 14 active BaaS partners; the preparation of specific compliance remediation letters to NovaPay Technologies Inc. (addressed to Ethan Garrison, CEO) and FairLend Digital LLC (addressed to Aisha Okonkwo, CEO), reflecting the heightened compliance concerns associated with those relationships; the development of a BaaS partner BSA/AML risk assessment template; and a review of BaaS revenue impact and transaction volume data in the context of the overall remediation strategy.
Projected Hours:
Mr. Delgado's involvement in this workstream reflects the IP and licensing provisions embedded in the BaaS program agreements, which must be carefully reviewed and, where necessary, amended to ensure consistency with the enhanced compliance addendum. His 50 hours represent a significant component of his overall engagement on the matter. Mr. Hartmann's involvement focuses on the strategic elements of the BaaS compliance framework and the partner remediation communications. Ms. Nakamura and Mr. Espinoza share the drafting workload for the compliance addendum template, the remediation letters, and the risk assessment template.
Workstream 8: Shareholder & Disclosure Matters.  Scope. This workstream addresses the securities disclosure obligations arising from the Consent Order and the associated remediation costs. The team will prepare a memorandum analyzing the Bank's parent company, Belmont Ridge Financial Group, Inc. (NYSE: BRFG), disclosure obligations under the Securities Exchange Act of 1934, including the requirement to disclose the Consent Order and associated financial impacts on Form 8-K, in the Annual Report on Form 10-K, and in proxy materials. The memorandum will include a materiality analysis of the total estimated remediation outlay of approximately $57,000,000 (encompassing the CMP, C&H fees, Thornfield fees, Pinnacle costs, technology costs, and other remediation expenses) in the context of BRFG's net income of approximately $412,000,000 and market capitalization of approximately $8.58 billion. The workstream also includes the preparation of shareholder communication talking points for use in connection with communications with Brindoval Capital Partners LP, a significant shareholder holding an 8.3% stake in BRFG (approximately 14.9 million shares), represented by Julian Whitmore and counseled by Steven Briggs of Amberly Knox LLP.
Projected Hours:
This workstream carries a relatively lower hours allocation compared to the compliance-focused workstreams, but it is nonetheless important given the public company context and the need to manage investor relations during the remediation period. Mr. Hartmann will provide strategic direction on the disclosure approach and the Brindoval communications strategy. If a securities disclosure specialist is required, supplemental staffing will be arranged in accordance with Section VII of this memorandum.
C. Phase 1 Hours Summary Table
The following table consolidates the projected hours allocation across all eight Phase 1 workstreams for each member of the engagement team:
Note on Phase 1 Budget Reconciliation. The projected hours set forth in the table above yield estimated fees of approximately $1,962,650 based on the current workstream allocation for the core engagement team. This figure reflects base team staffing only and represents the minimum anticipated effort required across the eight identified workstreams. The Phase 1 budget of $4,800,000 anticipates additional hours from the core team as work intensifies in the weeks leading up to the May 15, 2025 RAP submission deadline, as well as potential supplemental staffing (including paralegals, additional associates from other practice groups, and, if needed, specialist counsel) to be identified and deployed as workstream demands evolve. The difference between the projected core team run-rate of approximately $1.96 million and the $4.8 million Phase 1 budget provides substantial headroom for surge capacity during intensive work periods, complex drafting rounds requiring multiple revision cycles, iterative negotiations with the OCC on the substance and format of the RAP, and unforeseen developments that may require accelerated attention (such as a FinCEN enforcement inquiry or an OFAC investigation). Actual hours will be tracked on a monthly basis against the budget, and any material deviations from the projected allocation will be addressed in the monthly billing review and the quarterly budget reconciliation with the client.
V. PROJECTED HOURS ALLOCATION — PHASE 2 (MAY 16, 2025 – FEBRUARY 15, 2026)
A. Phase 2 Overview
Phase 2 of the Engagement commences on May 16, 2025, following the submission of the Comprehensive Remediation Action Plan to the OCC, and continues through February 15, 2026, which coincides with the Consent Order's deadline for the Bank's compliance self-certification. The duration of Phase 2 is approximately nine (9) months, or 39 weeks.
The estimated total fees for Phase 2 are $3,200,000, as set forth in the engagement letter.
The scope of Phase 2 encompasses the following principal activities:
•  Oversight of the Bank's implementation of the Comprehensive Remediation Action Plan;
•  Ongoing engagement with the OCC, FinCEN, and other regulatory authorities as necessary;
•  Oversight of Thornfield Consulting Group's validation activities and review of the Thornfield final validation report;
•  Preparation and submission of quarterly OCC progress reports (due September 15, 2025 and December 15, 2025);
•  Preparation and submission of the Bank's compliance self-certification (due February 15, 2026);
•  Technology deployment oversight, including the Veridian TMS v.10.0 user acceptance testing ("UAT") (targeted completion by August 1, 2025), independent model validation (targeted completion by October 1, 2025), and full OFAC module operationalization (targeted completion by November 1, 2025);
•  CDD/EDD remediation monitoring (50% milestone by July 15, 2025; 100% completion by January 15, 2026);
•  SAR process sustainability review to ensure that the remediated SAR filing processes are functioning effectively following the completion of the backlog clearance;
•  Fintech partner compliance addendum execution (obtaining executed addenda from all 14 BaaS partners);
•  Training rollout support, including assistance with the implementation of the enterprise-wide training plan developed in Phase 1.
B. Phase 2 Expected Role Focus
The following summarizes the expected role focus for each team member during Phase 2:
Philip Hartmann. Mr. Hartmann's involvement in Phase 2 will be reduced in comparison to Phase 1 but will remain sustained and substantive. His primary responsibilities during Phase 2 will include strategic regulatory engagement with the OCC (including Examiner-in-Charge Jonathan Frey) and FinCEN (including Associate Director Angela Drummond); advisory engagement with the Board of Directors and the Compliance Committee, including attendance at Committee meetings as appropriate; oversight of the Thornfield final validation report and any associated disputes or clarifications with the independent consultant; and sign-off on the quarterly progress reports and the Bank's compliance self-certification. Mr. Hartmann will also remain available for any escalation scenarios requiring senior partner-level engagement, such as a formal FinCEN enforcement inquiry or the initiation of an OFAC investigation.
Marcus Delgado. Mr. Delgado's involvement in Phase 2 will be limited and targeted. His primary responsibilities will include the final review of executed BaaS compliance addenda to confirm that all IP and licensing provisions are properly reflected, and the review and execution support for the Veridian MSA amendment and, if applicable, the Ridgeline engagement agreement. Mr. Delgado's Phase 2 hours are expected to be concentrated in the early months of the phase as the technology vendor contracts are finalized and the BaaS compliance addenda are executed.
Yuki Nakamura. Ms. Nakamura will continue to serve as the primary day-to-day lead for the Engagement throughout Phase 2. Her responsibilities will include the oversight of all implementation milestones across the eight workstreams; the drafting of the quarterly progress reports to the OCC (September 15 and December 15, 2025); ongoing monitoring of the CDD/EDD remediation effort against the milestone targets; monitoring of the SAR process sustainability metrics; coordination with Thornfield on the remediation validation process; and provision of OCC examination preparedness guidance to the Bank's compliance team. Ms. Nakamura's hours are expected to be distributed relatively evenly across Phase 2, with higher intensity periods around the quarterly reporting deadlines and the CDD/EDD milestones.
Carlos Espinoza. Mr. Espinoza will continue in a supporting role throughout Phase 2. His primary responsibilities will include technology deployment milestone tracking (Veridian TMS v.10.0 UAT, model validation, OFAC operationalization); vendor contract administration; OCC correspondence preparation and correspondence log maintenance; ongoing BaaS partner compliance monitoring; and the drafting of the second quarterly progress report (December 15, 2025) and the compliance self-certification (February 15, 2026). Mr. Espinoza's hours are expected to be somewhat back-loaded toward the final months of Phase 2, reflecting the drafting requirements for the second progress report and the self-certification.
C. Phase 2 Estimated Hours (Approximate)
Note on Phase 2 Budget Reconciliation. As with Phase 1, the Phase 2 budget of $3,200,000 includes headroom beyond the projected core team fees of approximately $1,279,750 for supplemental staffing, surge capacity in connection with OCC examination preparation, and potential escalation scenarios. Such scenarios could include, among others, a decision to migrate from the Veridian platform to Ridgeline Data Systems (which would generate significant additional technology vendor contract work), a formal FinCEN enforcement response requiring a separate defense effort, the expansion of the SAR lookback scope based on Thornfield's findings, or the need for additional partner-level engagement in the event of Board-level governance issues. The Phase 2 hours allocation will be further refined following the completion of Phase 1 and the submission of the RAP, at which point the Firm will have a more complete understanding of the implementation requirements and any regulatory feedback from the OCC regarding the RAP.
VI. TOTAL ENGAGEMENT HOURS & FEE PROJECTION SUMMARY
The following table presents the combined hours and fee projections for the full Engagement across both Phase 1 and Phase 2:
Budget Reconciliation. The core team projected fees of approximately $3,242,400 represent approximately 40.5% of the total $8,000,000 engagement budget. The remaining budget capacity of approximately $4,757,600 is allocated to the following categories:
(a) Supplemental attorney and paralegal staffing as needed across both phases, including additional associates from the Banking & Finance, Litigation, IP, and other practice groups as workstream demands require, as well as paralegal support for document management, research, and administrative functions;
(b) Intensive drafting and review cycles during the RAP preparation period in Phase 1 and the OCC quarterly progress reporting and self-certification periods in Phase 2, which are expected to require significant additional hours from both the core team and any supplemental resources;
(c) Potential escalation scenarios requiring additional partner-level involvement, including but not limited to FinCEN enforcement proceedings, OFAC investigation response, DOJ coordination, expanded SAR lookback requirements, technology platform migration (Veridian to Ridgeline), or Board governance issues requiring enhanced advisory support; and
(d) Quarterly budget reconciliation in accordance with the engagement letter, which provides for periodic review and adjustment of the hours allocation to reflect the actual pace and requirements of the remediation effort.
Fee Collar Reminder. As set forth in the engagement letter, the total engagement fees are subject to a variance collar of ±15% from the $8,000,000 base estimate. Accordingly, any fees exceeding $9,200,000 ($8,000,000 × 1.15) require the prior written approval of Gregory Nardone, General Counsel of BRB. Conversely, to the extent that actual fees fall below $6,800,000 ($8,000,000 × 0.85), the Firm will provide a reconciliation memorandum to the client explaining the variance. The Firm will monitor cumulative fees against the collar on a monthly basis and will provide advance notice to the client if fees are projected to approach either collar boundary.
VII. STAFFING FLEXIBILITY & SUPPLEMENTAL RESOURCES
The staffing plan set forth in this memorandum establishes the core engagement team for the BRB BSA/AML remediation matter. However, given the scale, complexity, and duration of the Engagement, it is anticipated that supplemental resources will be required on a periodic or sustained basis during certain phases of the work.
Authorization for Supplemental Staffing. The Responsible Partner, Philip Hartmann, is authorized to add paralegals, additional associates, or specialist counsel to the engagement team as workstream demands require. Potential specialist counsel additions may include, without limitation, an OFAC sanctions specialist (in the event that the voluntary self-disclosure analysis or an OFAC investigation requires dedicated sanctions expertise), a securities disclosure specialist (in the event that the shareholder and disclosure workstream requires additional depth), or a criminal defense specialist (in the event that a DOJ referral or criminal investigation necessitates such expertise). All supplemental staffing decisions are subject to Mr. Hartmann's approval and must remain within the overall budget parameters established by the engagement letter, including the fee collar.
Marcus Delgado's Cross-Staffing Rationale. The involvement of Marcus Delgado as Billing Partner from the intellectual Property Practice Group is specifically driven by the fintech patent and licensing compliance issues embedded in BRB's BaaS arrangements. The Bank's relationships with its 14 BaaS partner entities involve technology licensing structures that are integrally related to the compliance program remediation, including the need to integrate compliance addenda into the BaaS program agreements while preserving the Bank's IP rights with respect to compliance data and outputs. Mr. Delgado's hours are expected to be concentrated primarily in Phase 1, in connection with the technology vendor agreements (Workstream 4) and the BaaS program agreement amendments (Workstream 7), with limited continuation into Phase 2 for contract execution support.
Technology Remediation Escalation Scenario. If BRB's technology remediation strategy shifts from the Veridian Analytics TMS v.10.0 upgrade to a full replacement with the Ridgeline Data Systems platform, additional IP and technology licensing hours from Mr. Delgado or other members of the IP practice group may be required. The Ridgeline engagement, if pursued, involves a proposed five-year contract with a total contract value of $36,000,000, which would generate substantial additional contract negotiation, licensing, data migration, and vendor due diligence work. This scenario would be addressed in the quarterly budget reconciliation with the client and may require a modification to the staffing plan and the hours allocation.
Potential On-Site Secondment. The Firm anticipates a potential need for the temporary secondment of an C&H associate on-site at BRB headquarters at 680 Lexington Avenue, 22nd Floor, New York, NY 10022, during intensive remediation periods. The most likely secondment periods include March through May 2025, during the final preparation and submission of the Comprehensive Remediation Action Plan, and July through August 2025, during the user acceptance testing phase of the Veridian TMS v.10.0 deployment. Any on-site secondment arrangement would be subject to approval by the Responsible Partner and coordination with BRB's General Counsel regarding logistics, workspace, and access arrangements.
VIII. KEY CLIENT AND THIRD-PARTY CONTACTS FOR STAFFING COORDINATION
The following tables identify the primary BRB client contacts and key third-party contacts for purposes of workstream coordination and communication.
A. Primary BRB Contacts
B. Key Third-Party Contacts
All engagement team members should direct communications with the individuals listed above through the appropriate channels as determined by the Responsible Partner. In particular, all communications with the OCC (Jonathan Frey) and FinCEN (Angela Drummond) must be coordinated through and approved by Mr. Hartmann. All communications with BRB's Board members (Diane Whitford, Arthur Connelly, James Rutherford, and Margaret Dao) must be coordinated through Mr. Hartmann and, where appropriate, through Gregory Nardone.
IX. ADMINISTRATIVE NOTES
The following administrative protocols apply to all members of the engagement team in connection with this matter:
Time Recording. All time entries are to be recorded under C&H Matter No. 1045-00002. Team members should use task-based billing codes consistent with the Bank's outside counsel guidelines, which have been distributed to all team members. Time entries should be recorded contemporaneously and should include sufficient narrative detail to enable the Bank's General Counsel and CFO to assess the reasonableness of the work performed. Phase 1 and Phase 2 time entries should be clearly distinguished using the sub-matter codes established by the Firm's finance department.
Monthly Billing. Monthly invoices will be prepared by the Firm's finance department and reviewed by Marcus Delgado, in his capacity as Billing Partner, before submission to BRB. Mr. Delgado's review will include a comparison of actual hours to budgeted hours by workstream, verification of billing rates, and compliance with the Bank's outside counsel guidelines. Invoices are to be finalized and transmitted within fifteen (15) days of the close of each calendar month.
Quarterly Budget Reconciliation. Quarterly budget reconciliation meetings are to be scheduled with Gregory Nardone, General Counsel of BRB, at approximately 90-day intervals throughout the Engagement. The first quarterly reconciliation meeting is anticipated for approximately May 1, 2025, shortly before the Phase 1 / Phase 2 transition. These meetings will include a review of actual fees and hours against budget, identification of any projected variances, and discussion of any staffing adjustments or budget modifications required for the upcoming quarter.
Invoice Delivery. All invoices are to be directed to the following address:
Belmont Ridge Bank National Association 680 Lexington Avenue, 22nd Floor New York, NY 10022
Attn: Gregory Nardone, General Counsel / Samantha Reeves, Chief Financial Officer
Electronic copies of invoices should be transmitted simultaneously by email to the addresses provided by Mr. Nardone's office.
Expense Tracking. Engagement expenses are to be tracked separately from professional fees. The expense cap for this Engagement is $250,000, exclusive of costs associated with Thornfield Consulting Group LLC, Pinnacle Compliance Solutions LLC, and other expert or consultant engagements that are billed directly to BRB. All expenses exceeding $500 per item require prior approval from the Billing Partner. Reimbursable expenses include travel, lodging, printing, courier services, electronic research databases, and other out-of-pocket costs incurred in connection with the Engagement, subject to the Bank's outside counsel guidelines.
Retainer Management. The evergreen retainer balance of $500,000 is to be monitored on a monthly basis. The retainer will be applied against outstanding invoices in accordance with the engagement letter provisions, and BRB will be required to replenish the retainer to the full $500,000 balance within thirty (30) days of any application. Mr. Delgado is responsible for coordinating retainer management with the Firm's finance department and the Bank's CFO.
X. APPROVAL
This Staffing Plan & Rate Schedule is approved for implementation in connection with C&H Matter No. 1045-00002.
APPROVED:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Philip Hartmann
Title: Partner, Banking & Finance Practice Group
Role: Responsible Partner
Date: ________
ACKNOWLEDGED — BILLING ARRANGEMENTS CONFIRMED:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Marcus Delgado
Title: Partner, intellectual Property Practice Group
Role: Billing Partner
Date: ________
Distribution:
•  File — C&H Matter No. 1045-00002
•  Philip Hartmann, Partner, Banking & Finance Practice Group
•  Marcus Delgado, Partner, intellectual Property Practice Group
•  Yuki Nakamura, Associate, Litigation (General) Practice Group
•  Carlos Espinoza, Associate, Litigation (General) Practice Group
Dated: February 10, 2025
Calderwood & Harkness LLP — 1285 Avenue of the Americas, 40th Floor, New York, NY 10019
CONFIDENTIAL & PRIVILEGED — INTERNAL WORK PRODUCT — NOT FOR EXTERNAL DISTRIBUTION
C&H Matter No.: | 1045-00002
C&H Conflicts Check No.: | CC-2025-01124
Client: | Belmont Ridge Bank National Association (OCC Charter No. 48271; FDIC Certificate No. 31845), a wholly owned subsidiary of Belmont Ridge Financial Group, Inc. ("BRFG") (NYSE: BRFG), headquartered at 680 Lexington Avenue, 22nd Floor, New York, NY 10022
Client Contact: | Gregory Nardone, General Counsel & Corporate Secretary
Full Name: | Philip Hartmann
Title: | Partner, Banking & Finance Practice Group
Office: | Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019
2025 Billing Rate: | $1,450 per hour
Bar Admissions: | New York; District of Columbia
Full Name: | Marcus Delgado
Title: | Partner, intellectual Property Practice Group
Office: | Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019
2025 Billing Rate: | $1,350 per hour
Bar Admissions: | New York; California; Registered Patent Attorney (USPTO Reg. No. 54,892)
Full Name: | Yuki Nakamura
Title: | Associate, Litigation (General) Practice Group
Office: | Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019
2025 Billing Rate: | $895 per hour
Bar Admissions: | New York
Year of Admission: | 2018
Full Name: | Carlos Espinoza
Title: | Associate, Litigation (General) Practice Group
Office: | Calderwood & Harkness LLP, 1285 Avenue of the Americas, 40th Floor, New York, NY 10019
2025 Billing Rate: | $725 per hour
Bar Admissions: | New York; New Jersey
Year of Admission: | 2021
Team Member | Title | Practice Group | 2025 Hourly Rate
Philip Hartmann | Partner | Banking & Finance | $1,450
Marcus Delgado | Partner | Intellectual Property | $1,350
Yuki Nakamura | Associate | Litigation (General) | $895
Carlos Espinoza | Associate | Litigation (General) | $725
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 40 | $1,450 | $58,000
Yuki Nakamura | 120 | $895 | $107,400
Carlos Espinoza | 160 | $725 | $116,000
Workstream 1 Total | 320 | ~$281,400
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 30 | $1,450 | $43,500
Yuki Nakamura | 150 | $895 | $134,250
Carlos Espinoza | 120 | $725 | $87,000
Workstream 2 Total | 300 | ~$264,750
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 20 | $1,450 | $29,000
Yuki Nakamura | 100 | $895 | $89,500
Carlos Espinoza | 100 | $725 | $72,500
Workstream 3 Total | 220 | ~$191,000
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 25 | $1,450 | $36,250
Marcus Delgado | 60 | $1,350 | $81,000
Yuki Nakamura | 80 | $895 | $71,600
Carlos Espinoza | 140 | $725 | $101,500
Workstream 4 Total | 305 | ~$290,350
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 50 | $1,450 | $72,500
Yuki Nakamura | 100 | $895 | $89,500
Carlos Espinoza | 80 | $725 | $58,000
Workstream 5 Total | 230 | ~$220,000
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 120 | $1,450 | $174,000
Yuki Nakamura | 150 | $895 | $134,250
Carlos Espinoza | 100 | $725 | $72,500
Workstream 6 Total | 370 | ~$380,750
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 30 | $1,450 | $43,500
Marcus Delgado | 50 | $1,350 | $67,500
Yuki Nakamura | 80 | $895 | $71,600
Carlos Espinoza | 80 | $725 | $58,000
Workstream 7 Total | 240 | ~$240,600
Team Member | Hours | Rate | Estimated Cost
Philip Hartmann | 25 | $1,450 | $36,250
Yuki Nakamura | 40 | $895 | $35,800
Carlos Espinoza | 30 | $725 | $21,750
Workstream 8 Total | 95 | ~$93,800
Team Member | Rate | WS 1 | WS 2 | WS 3 | WS 4 | WS 5 | WS 6 | WS 7 | WS 8 | Total Hrs | Total Fees
P. Hartmann | $1,450 | 40 | 30 | 20 | 25 | 50 | 120 | 30 | 25 | 340 | $493,000
M. Delgado | $1,350 | — | — | — | 60 | — | — | 50 | — | 110 | $148,500
Y. Nakamura | $895 | 120 | 150 | 100 | 80 | 100 | 150 | 80 | 40 | 820 | $733,900
C. Espinoza | $725 | 160 | 120 | 100 | 140 | 80 | 100 | 80 | 30 | 810 | $587,250
Phase 1 Total | 320 | 300 | 220 | 305 | 230 | 370 | 240 | 95 | 2,080 | $1,962,650
Team Member | Rate | Estimated Hours | Estimated Fees
Philip Hartmann | $1,450 | ~200 | ~$290,000
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