This Statement of Work governs the build, delivery, trial, and final handover of Platform TRX — a purpose-built eleven-agent transaction operating system for commercial and industrial tenant representation, developed exclusively for CLEARDBX F.Z.C. and the Colliers Chicago founding principal team (Brendan Kelly, Todd Heine, Daniel LaPierre). The MSA between TFSF Ventures FZ-LLC and CLEARDBX F.Z.C. is fully executed. This SOW is issued June 26, 2026 for review and finalization, with execution by both parties on July 2, 2026 and kickoff on July 3, 2026.
A commercial or industrial occupier deal moves through roughly nine phases today — requirements capture, market scan, shortlist formation, economic modeling, negotiation, diligence, incentives, project handoff, and ongoing portfolio intelligence — across ten stakeholder types, hundreds of documents, and millions of dollars in occupancy decisions. Every brokerage runs it on tools that were never built to talk to each other: the best space hits the market before the broker hears about it, a renewal or option date slips because it lived in someone's calendar, and hard-won intelligence walks out the door the moment a lease is signed.
Platform TRX restructures that scramble into nine clean, connected stages — with a human broker in control of every one. The platform does the legwork, surfaces the decision, and the broker makes the call. It runs on Pulse, TFSF Ventures' production-grade agent orchestration layer that manages coordination, inter-agent communication, task routing, state management, and self-healing validation across all eleven agents simultaneously. The entire stack is built under Ghost Architecture: TFSF Ventures does not appear anywhere in the product, the infrastructure, or the client experience.
Platform TRX also functions as a full CRM for the principal team. The pipeline is the CRM — every mandate, every stakeholder, every relationship touchpoint, and every account development signal lives in the platform. Origination Agent surfaces the next deal before anyone calls; the Portfolio Agent keeps the broker in front of existing clients at every critical window. Existing CRM data is brought in via a one-time export at kickoff — no live external-CRM sync is required — so Platform TRX stands alone as the team's CRM of record.
Market data runs on independent feeds — CompStak, Crexi, and equivalent sources — not on Colliers-licensed data infrastructure. The platform is architected to connect to any market data source with available API or export access. This means the team owns and controls the data relationships, the platform runs independently of any firm's proprietary data stack, and the architecture is portable if the business ever expands, licenses the platform, or operates in new markets.
| Problem | What It Costs Today | How Platform TRX Fixes It |
|---|---|---|
| Workflow fragmentation | Requirements in email, shortlist in a spreadsheet, economics in a separate model, LOI terms in a Word doc, diligence status in an attorney's head. Every stakeholder has a different version of where the deal stands — and none of them are current. | Nine connected stages with one normalized data layer. Every agent consumes the same structured record. The broker and client see one version of the truth. |
| Executive decision gap | CFOs and COOs get 40-page market reports and a broker's verbal summary. The analysis work happens — it just gets lost in the delivery format. | Scenario Agent produces board-ready comparison memos with weighted tradeoffs, sensitivity analysis, and clear recommendation paths. Decision-makers get instruments, not reports. |
| Diligence and handoff failure | Environmental issues surface late. Zoning flags get missed. Lender requirements arrive after terms are locked. The handoff from transaction to execution is where most value leaks. | Diligence Agent surfaces risk early with EnviroForge integration. Handoff Agent packages every obligation, milestone, and dependency cleanly for the execution team. |
| Zero compounding intelligence | Comparable lease terms, landlord negotiation patterns, incentive structures — none of it compounds deal to deal. The broker's memory is the only database. When a broker changes, it walks out the door. | Every deal builds the platform's institutional knowledge. Patterns, comps, and negotiation history accumulate and inform the next mandate automatically. |
The engagement is divided into three defined stages. Each stage has a defined core scope, clear deliverables, a gate, and a corresponding payment milestone. The core scope — all eleven agents, all nine platform components, and all integrations described in this SOW — is established at contract execution. Within that core, the kickoff workflow-mapping session in the first week of Stage 01 allows for reasonable reconfiguration: agent sequencing, UI module prioritization, workflow plays, and integration order can be adjusted without a change order. This is not an open-ended build, but it is a build that starts with listening.
Core scope is established at contract execution. Reasonable configuration and workflow adjustments are accommodated during the Stage 01 kickoff mapping session without a change order. New agents, entirely new capabilities, or integrations not described in this SOW require a written change order executed by both parties. Stage 03 implements approved changes from the Stage 02 change request list — it is not a second build sprint.
Live preview access during the build. By the end of Week 2 of Stage 01 — on or around July 17, 2026 — the team receives a private preview link to the platform as it stands. From that point forward, the link is live every day. Check in any morning to see what was built the day before. Some days the visible changes will be substantial — new modules, new agent outputs, new UI components. Other days the progress is entirely on the back end and the front end will look the same, but the link is always there. No formal review process is required during Stage 01 — this is a continuous visibility window, not a gate. The MVP delivery on August 1 is when Stage 02 formally begins.
| Date | Milestone | Stage | Action / Trigger |
|---|---|---|---|
| June 26, 2026 | SOW Issued to the Team | SOW Review | TFSF issues SOW · review and comment period opens |
| June 26 – July 2 | SOW Review & Finalization Window | SOW Review | Both parties review, discuss, and finalize any open SOW items · no changes to core scope |
| July 2, 2026 | SOW Execution · Payment 1B | SOW Review | Both parties execute the final SOW · Payment 1B due · activates the July 3 kickoff |
| July 3, 2026 | Kickoff · Billing Commences | Stage 01 | Kickoff · billing commences · program begins |
| July 3 – August 1 | Stage 01 Build Window | Stage 01 | 30-day development sprint · all 11 agents and 9 platform modules built and integrated |
| August 1, 2026 | MVP Delivery | Stage 01 → Stage 02 | Payment 2 ($80,000) due · MVP handed over to the team · Stage 02 begins |
| August 1 – August 31 | Stage 02 MVP Trial Window | Stage 02 | Team runs platform on live mandates · observes, records, compiles feedback |
| August 31, 2026 | Stage 02 Submission Deadline | Stage 02 → Stage 03 | Team submits consolidated list of bug issues, performance issues, and any requested change orders · Stage 02 closes |
| September 1 – ~September 15 | Stage 03 Refinement Window | Stage 03 | 10–15 days · TFSF implements approved changes from change request list |
| ~September 15, 2026 | Final Handover | Stage 03 | Payment 3 ($70,000 + VAT) due · full handover · training · documentation · engagement complete |
Stage 03 window is 10–15 days from the close of Stage 02, dependent on the volume and nature of approved change requests. Payment 3 is due 45 days after Payment 2 (i.e., no later than September 15, 2026), regardless of Stage 03 completion date.
All eleven agents are in scope for Stage 01. Each agent is described below with its functional role, primary output, and the transaction stage it serves. Document Intelligence runs across every stage; all other agents own a defined zone of the lifecycle.
Click any agent to expand its full functional description, deliverable outputs, and lifecycle stage.
| Function | Converts client notes, RFPs, emails, and meeting transcripts into a structured, weighted requirements matrix. Captures size, location, operational, and financial criteria alongside stakeholder preferences. |
| Stage Served | Requirements — the first gate of every mandate |
| Outputs | Weighted requirements matrixStakeholder mapApproval path diagramClient brief summary |
| Key Behavior | Normalizes unstructured intake (voice notes, PDFs, emails) into a clean, structured data object that every downstream agent can consume. Broker reviews and confirms before it propagates. |
| Function | Connects to and normalizes live market and location data — availabilities, comps, location analytics, foot-traffic, and labor/logistics overlays — then scores properties against the structured requirements matrix, ranks by weighted fit, and surfaces tradeoffs and data gaps. |
| Stage Served | Market Scan and Shortlist Formation |
| Outputs | Ranked shortlistWeighted fit scoresTradeoff summaryData gap flagsSubmarket movement report |
| Key Behavior | Surfaces new spaces and market signals matched to active mandates in real time — including off-market signals, competing tenants in market, rent moves, and new deliveries — so the broker sees opportunities before the competition does. |
| Function | Models renew vs. relocate vs. buy vs. build-to-suit with full occupancy cost stacks, sensitivity analysis across key variables (rent, TI, operating costs, cap rate), and executive-ready comparison memos for CFO and COO decision-makers. |
| Stage Served | Scenarios and Economics |
| Outputs | Scenario comparison pack10-year cost modelCFO executive memoSensitivity analysisRecommendation summary |
| Key Behavior | Produces board-ready output directly. CFOs and COOs receive scenario scoring with weighted tradeoffs and clear recommendation paths — not a spreadsheet to interpret. Links proceeds, cap rate, and lease economics back to the Capital Markets Agent when a sale-leaseback is in play. |
| Function | Tracks LOIs, proposals, and counteroffers with a structured issue log, version control on all documents, approval routing to the right stakeholders, and side-by-side proposal comparison. Flags when approvals are stale, deadlines are approaching, or a counter has not been received. |
| Stage Served | Terms / LOI and Negotiation |
| Outputs | Negotiation briefTerm comparisonOpen issue logApproval status trackerLOI version history |
| Key Behavior | Every term delta between LOI versions is automatically flagged. Stale approvals and expiring deadlines escalate to broker before they become problems. The broker sees every open item, who owns it, and what's needed to close it. |
| Function | Manages environmental, zoning, title, survey, lender, and insurance diligence with checklist tracking and escalation triggers. The environmental workstream is handed directly to EnviroForge for Phase I/II findings and source-traceable risk flags that feed back into the deal's risk register. |
| Stage Served | Diligence |
| Outputs | Risk registerDiligence checklistEscalation triggersEnviroForge findings feedDiligence summary for counsel |
| Key Behavior | Environmental, zoning, and title flags surface early — before they reprice or kill the deal. Risk items are tracked and routed to the appropriate party (counsel, lender, broker). EnviroForge Phase I/II findings integrate directly into the risk register without manual re-entry. |
| Function | Runs across every stage of the lifecycle. Ingests OMs, LOIs, leases, proposals, and incentive documents the moment they arrive, extracts key terms, normalizes economics, and feeds structured data to every other agent. No other agent needs to read a raw document. |
| Stage Served | All stages — cross-cutting throughout the full lifecycle |
| Outputs | Extracted term dataNormalized economicsLOI delta flagsLease abstractDocument version index |
| Key Behavior | Every document that touches a mandate — OM, LOI, counter, lease draft, incentive letter — is automatically processed, structured, and distributed to the agents that need it. Term deltas between document versions are flagged immediately. The broker team works from one normalized view instead of a dozen disconnected PDFs. |
| Function | Tracks incentive packages, compliance milestones, and municipal timelines with timing and compliance risk flags. Assesses TIF eligibility, state logistics tax credits, enterprise zone qualifications, and other public incentive programs relevant to each mandate's location and structure. |
| Stage Served | Incentives |
| Outputs | Incentive package summaryTIF eligibility assessmentCompliance timelineFiling deadline trackerMunicipal contact brief |
| Key Behavior | Incentive filing windows and compliance deadlines are tracked automatically and escalated before they lapse. New incentive announcements that affect active mandates are surfaced through the Market Intelligence feed. Site selectors are integrated early rather than brought in too late to capture value. |
| Function | Converts closed deal terms into a structured handoff package for the execution team — architects, project managers, and construction. Captures all obligations, milestones, budget assumptions, landlord deliverables, and schedule dependencies from the executed lease and deal record. |
| Stage Served | Project Handoff |
| Outputs | Handoff packageObligations registerMilestone scheduleBudget dependenciesLandlord deliverable tracker |
| Key Behavior | Context no longer disappears between transaction and execution. The assumptions, obligations, open items, and risk signals that accumulated through the deal transfer cleanly to A/E and PM teams in a structured package — not a forwarded email chain. Value stops leaking at the handoff stage. |
| Function | Tracks critical dates across the full client portfolio — renewal notice windows, option exercise deadlines, lease expirations, and compliance milestones — and benchmarks current lease economics against market in real time. Surfaces renewal or relocation triggers proactively, before the window closes. |
| Stage Served | Portfolio Intelligence — post-deal lifecycle |
| Outputs | Critical dates boardRenewal trigger alertsMarket benchmark reportOption exercise noticesRelocation opportunity flags |
| Key Behavior | No renewal window slips because it lived in someone's calendar. The agent monitors every critical date 24/7, escalates at the right lead time, and brings the broker back into the account at the moment it matters. Intelligence compounds from deal to deal rather than walking out the door at lease signing. |
| Function | Works before a mandate exists. Scans target companies and assets for trigger events — PE acquisitions, lease rollovers, sale-leaseback potential, debt maturities, and footprint changes — builds the opportunity thesis, maps the warm-introduction path, and drives account development across existing and target relationships. |
| Stage Served | Pre-mandate origination — generates the mandates that feed Stage 01 |
| Outputs | Opportunity thesisWarm-intro mapOutreach briefAccount development planTrigger event feed |
| Key Behavior | Surfaces opportunities before anyone calls with a mandate. PE acquisitions, expiring leases, and debt maturities are identified from ownership filings and market signals before they reach RFP stage. The broker arrives with a thesis and a warm path in — not a cold call after the RFP is already in market. |
| Function | Runs alongside the deal on every mandate where financing or sale-leaseback is in play. Structures sale-leaseback and financing options, assembles a clean capital-markets information packet (property, tenant financials, lease, diligence, and risk) for the team to use with their own lenders and partners, tracks capital-markets conditions, and links proceeds, cap rate, and lease economics back to the Scenario Agent's comparison model. |
| Stage Served | Capital Markets — parallel to all execution stages |
| Outputs | Sale-leaseback structureCapital-markets information packetCap rate analysisProceeds vs. lease-economics comparisonCapital-markets condition summary |
| Key Behavior | Financing and sale-leaseback scenarios are modeled alongside the deal — not as a separate afterthought. PE sponsors see sale-leaseback proceeds modeled against the occupancy cost stack in the same executive memo the Scenario Agent produces. The lender package is built concurrently, not after terms are already locked. |
In addition to the eleven agents, Platform TRX includes nine distinct platform components that are delivered as part of Stage 01 and constitute the user-facing operating layer of the platform.
| # | Component | Description |
|---|---|---|
| 01 | Broker Dashboard | Unified morning view: active mandates, agent activity feed, open issues, critical dates board, and pipeline status across all mandates |
| 02 | Tenant / Client Portal | Invite-only client-facing view with mandate status, scenario comparisons, document access, and approval workflows — see Section 08 for access controls |
| 03 | Transaction Lifecycle Ribbon | Nine-stage visual workflow tracker embedded in every mandate: Requirements → Market Scan → Shortlist → Scenarios → Terms/LOI → Diligence → Incentives → Handoff → Portfolio |
| 04 | Mandate Drawer | Per-mandate detail panel with active agents, open issues, approvals, legal/lease issues, capital markets status, next best actions, key dates, documents, and generated outputs |
| 05 | Market Intelligence Feed | Live signal stream matched to active mandates: new spaces, off-market signals, competing tenants, rent moves, sublease opportunities, incentive announcements |
| 06 | Origination Dashboard | Pre-mandate opportunity feed: PE acquisitions, lease rollovers, sale-leaseback targets, debt maturities, footprint changes, relationship/warm-introduction paths |
| 07 | Pulse Data Engine View | Live data normalization visualization: source feeds, reconciliation status, records processed, and connection to the agent data layer |
| 08 | Connected Systems Panel | Status board for all integrated external data sources: independent market feeds (CompStak, Crexi, and equivalents), CRM, County GIS/Zoning, document store, market data exports, incentive databases, EnviroForge |
| 09 | Critical Dates Board | Portfolio-wide deadline tracker with escalation statuses, responsible agent flags, and automated broker notification triggers across all mandates |
Platform TRX is built on the exact design system presented in the proposal — the layout, component architecture, typography, interaction patterns, and visual language already reviewed and approved. This is not a generic template. It is the purpose-built UI that was demonstrated: the broker dashboard, the mandate drawer, the agent activity feed, the transaction lifecycle ribbon, the tenant portal, the market intelligence feed, the critical dates board, and the connected systems panel — all built and functioning exactly as shown.
Layout & component architecture. The sidebar navigation, dashboard grid, slide-out mandate drawer, tabbed views, agent activity stream, and all nine platform modules are built to the spec and interaction model from the proposal. The layout is confirmed — not subject to redesign during Stage 01.
Typography. Inter is the primary interface typeface across all UI — headings, labels, body copy, and navigation. JetBrains Mono carries data values, timestamps, agent codes, status identifiers, and monospaced outputs. Both are confirmed and locked.
Light + dark modes. Both ship built in and user-toggleable. The broker dashboard defaults to dark; the client/tenant portal defaults to light. Both are fully styled and functional at MVP delivery.
The teal palette from the proposal is the default. If a different primary color better fits the brand the team wants to present to clients, confirm it in writing before SOW execution on July 2, 2026 — one design-token change propagates across the entire platform. After the build begins, a color change is a Stage 03 item.
Stage 01 runs from July 3 to August 1, 2026 (30 days). The following deliverables constitute the working MVP handed over at Day 30. All deliverables must be accepted or formally disputed within 5 business days of delivery to proceed to Stage 02.
| # | Deliverable | Acceptance Criteria | Target Date |
|---|---|---|---|
| Infrastructure & Foundation | |||
| D-01 | Scope freeze document | Scope is frozen at SOW execution — the signed SOW sets the confirmed scope (workflow areas, agents, and integrations) | July 2, 2026 |
| D-02 | Infrastructure setup | Cloud environment provisioned, Pulse agent orchestration layer initialized, data layer schema deployed | July 10, 2026 |
| D-02a | Live preview link issued | Private preview link delivered to the principals — platform visible as it stands each day from this point forward. No login friction, no formal review required. Some days show new UI; some days progress is back-end only and the front end looks unchanged. Link remains active through MVP delivery on August 1. | ~July 17, 2026 |
| D-03 | Integration configuration | All confirmed data source connections configured and tested per the kickoff integration list: independent market feeds, CRM (if applicable), county GIS, document store, EnviroForge, incentive databases | July 14, 2026 |
| Agent Builds (11 Agents) | |||
| D-04 | Strategy agents (01–03) | Intake, Market Intelligence, and Scenario agents functional: requirements intake live, shortlist scoring operational, scenario modeling producing output | July 18, 2026 |
| D-05 | Execution agents (04–06) | Transaction, Diligence, and Document Intelligence agents functional: LOI tracking live, risk register operational, document extraction running | July 22, 2026 |
| D-06 | Lifecycle agents (07–09) | Incentive, Handoff, and Portfolio agents functional: incentive tracking active, handoff packaging operational, critical dates board live | July 25, 2026 |
| D-07 | Origination & Capital agents (10–11) | Origination and Capital Markets agents functional: opportunity feed live, sale-leaseback modeling operational | July 28, 2026 |
| Platform Components (9 Modules) | |||
| D-08 | Broker dashboard and all 9 modules | All nine platform components functional, broker view operational, tenant portal available with invite-only access control in place | July 30, 2026 |
| D-09 | System integration testing | Full stack tested end-to-end with sample mandate data across all nine lifecycle stages | July 31, 2026 |
| D-10 | MVP Handover Package | Working MVP delivered to the team with access credentials, environment documentation, and Stage 02 onboarding guide | August 1, 2026 |
Platform TRX is a closed, invite-only system. There is no public registration, no self-serve sign-up, and no open access path. All platform access is controlled exclusively by the principals. TFSF Ventures does not invite users, manage user accounts, or have access to client data or user activity after handover.
| Role | Who Holds It | Access Level | Invite Authority |
|---|---|---|---|
| Principal Admin | Brendan Kelly, Todd Heine, Daniel LaPierre, Adam Meek, Anthony Fisher | Full platform · all mandates · admin panel · user management | Yes · can invite any role |
| Broker Team | Broker team and staff (as designated by principals) | Broker view · assigned mandates · agent activity · all dashboards | No (principals only) |
| Client / Tenant | Occupier executives and decision-makers (invited per mandate) | Tenant portal only · their mandate only · scenarios, documents, approvals | No (principals only) |
| Read-Only Observer | Attorneys, lenders, diligence parties (as designated by principals) | Specific documents and diligence materials only · no platform access | No (principals only) |
The principals control the invite process in full. The invite system is built into the platform and administered entirely by the team. TFSF Ventures has no visibility into user activity, mandate data, or client information at any point during or after the engagement.
Platform TRX runs on independent data feeds — not on Colliers-licensed data infrastructure or any firm-controlled data stack. This is a deliberate architectural decision: the team owns and controls its data relationships, the platform operates independently of any firm's proprietary systems, and the architecture is fully portable if the business expands, licenses the platform, or operates in new markets.
The Market Intelligence Agent connects to market data sources with available API or export access — CompStak, Crexi, and equivalent independent platforms that provide the same availabilities, comps, rent data, and analytics that a traditional data provider delivers. The agent normalizes data from multiple sources into one reconciled view through Pulse, so the broker always works from a single clean picture regardless of which underlying source it came from.
No Colliers IT dependency. Platform TRX is designed to run entirely on team-controlled infrastructure and data relationships. Nothing routes through Colliers internal systems. The platform is fully owned, fully portable, and fully operable as an independent commercial real estate operating system.
| System / Source Type | Integration Method | Feeds | Notes |
|---|---|---|---|
| Market availability & comp data CompStak, Crexi, and equivalents |
API / scheduled export | Market Intelligence Agent · availabilities, lease comps, asking rents, submarket analytics | Independent feeds · team holds data relationships · Pulse normalizes across sources |
| Location & logistics analytics Foot traffic, labor, site scoring |
API / export | Market Intelligence Agent · location scoring, foot-traffic overlays, labor/logistics index | Best available source per market · configured at kickoff |
| PE & capital markets data PitchBook or equivalent |
API / scheduled export | Origination Agent · Capital Markets Agent · PE acquisition signals, debt maturities, portfolio activity | Team holds license · source confirmed at kickoff |
| CRM Native — built for the team |
Native · no external API | Intake Agent · Transaction Agent · contact and relationship data | Platform TRX includes a native CRM built specifically for the team · no external CRM or API integration required |
| County GIS & Zoning | Scheduled export / public API | Diligence Agent · Incentive Agent · zoning, parcel, overlay, and permit data | Public government data · no license required |
| Document store OMs · LOIs · leases · proposals |
Live API / upload | Document Intelligence Agent · all document ingestion and extraction | Team document repository · upload and API paths both supported |
| Incentive databases | API / scheduled export | Incentive Agent · TIF eligibility, state credits, enterprise zone programs | Subscription or public access depending on source |
| EnviroForge | Live API | Diligence Agent · Phase I/II findings, contamination flags, risk reports | Team EnviroForge account · direct pipeline into risk register |
Final integration list and source selection is confirmed at the Stage 01 kickoff workflow-mapping session. Where a preferred source has API access, it is integrated directly. Where API access is unavailable, scheduled exports and document uploads are supported. Pulse normalizes all sources into one reconciled data layer regardless of origin.
| Payment | Amount | Due Date | Trigger | Running Total |
|---|---|---|---|---|
| Payment 1A | $42,500 + VAT | June 2026 | Initial deposit · engagement confirmed · paid | $42,500 |
| Payment 1B | $42,500 + VAT | July 2, 2026 | SOW execution · balance of Stage 01 payment due | $85,000 |
| Payment 2 | $80,000 + VAT | August 1, 2026 | MVP delivery | $165,000 |
| Payment 3 | $70,000 + VAT | No later than September 15, 2026 | 45 days after Payment 2 | $235,000 |
| Total Engagement | $235,000 + VAT | |||
All amounts are exclusive of VAT; VAT is added to every payment at the applicable rate (running totals shown exclusive of VAT). All payments are non-refundable upon the trigger event. Wire instructions and payment details are governed by the MSA (§4.7, §4.8). Wio Bank · SWIFT WIOBAEADXXX · Purpose Code 320.
Platform TRX is architected from Day 1 with the foundation for licensing built in. This engagement delivers the core platform first, with the licensing entry point laid in alongside it — the structural groundwork, in effect the tracks, that a full licensing program would later run on. Standing up that program — billing, license management, partner onboarding, and the rest — is a separate project, and it is intentionally kept out of this build and its price. The reasoning is straightforward: full licensing should be scoped against the finished system, not a moving target. Once the MVP is closed and the platform has settled into its final form, the licensing layer can be built to fit it exactly — and because the foundation is already in place, that is a matter of weeks rather than a ground-up effort. The entry point is delivered now; the full program is a clean, separate step we can move on quickly whenever the team is ready.
The platform is built as a multi-tenant-ready system. The data layer, access control model, and agent orchestration are structured from the start to support isolated environments per licensee. This is the foundation — the door is open. The commercial layer that turns it into a licensing business — billing, pricing, and license management — is a separate module built later, if and when the team chooses to pursue it. TFSF Ventures is not party to any licensing relationship entered into.
| Capability | Status in This Build | What Activation Looks Like |
|---|---|---|
| Other Colliers offices | Architecture supports it · not active | The team provisions a new environment for another Colliers office · separate data feeds · own branding · own admin |
| Third-party brokerage licensing | Architecture supports it · not active | The team licenses platform to an independent tenant-rep firm · same provisioning model · team sets commercial terms |
| White-label operation | Ghost Architecture already in place | Every environment runs under the licensee's brand with no TFSF attribution visible to end users |
| Dedicated diligence rooms | Diligence Agent is in scope · standalone module path is expansion | Diligence Agent extracted as a standalone product for law firms, lenders, or environmental consultants — separate SOW |
| Additional platform modules | v1 is the full tenant-rep OS · not the ceiling | Site selection + incentives, project / execution handoff, portfolio intelligence, and sale-leaseback / capital-markets extensions are each a separate engagement and a separate revenue stream — the wedge, not the ceiling |
The licensing foundation costs nothing extra in this build. It is the correct way to build a platform at this scale, whether or not licensing is ever activated. When the team is ready to license — to another Colliers office, to a third-party firm, or as a standalone product — the foundation is already in place. Activating it into a full program is a separate, defined piece of work, scoped only after the MVP is closed and the team's final system has settled, so it fits the finished platform and avoids scope creep. The commercial decision and the technical build to activate licensing are two different things: the entry point is done; the program itself is a clean, later step by design.
This section documents the full confirmed scope for Stage 01 against the team workflow document (prepared by Adam Meek/CDBX, revised by DL and BK on 6/25/2026), identifies the genuine wish list items that fall outside the agreed build, and lists all third-party API credentials the team must provide before the July 14 integration configuration milestone.
The following table maps the team workflow document sections to the confirmed Stage 01 scope. All subcategories, specialty infrastructure requirements, expanded CRM with LinkedIn/ZoomInfo/PitchBook auto-ingestion, and platform-wide Microsoft Office export capability are included.
| # | Workflow Area | Confirmed Stage 01 Scope | Agent / Module |
|---|---|---|---|
| 01 | Lead Sourcing / Origination | Market/company universe scanning · PitchBook (AUM $300M–$10B, deal size $10M–$3B, target verticals) · ZoomInfo call sheets · LinkedIn · trade orgs (ACG, FEI, CSCMP, TMA, AM&A, PLMA) · industry publications · trigger-event monitoring (PE acquisitions, recaps, debt maturities, expansions, M&A, footprint changes, human capital events, contracts awarded, founder transitions, manufacturing assets hitting market) · outreach thesis conversion · prospect prioritization · relationship path and warm-intro mapping | Origination Agent |
| 02 | Client Strategy & Requirements Capture | Business objective capture · baseline project program per property (location, size/SF, core building specs) · must-have / preferred / negotiable / disqualifying distinction · weighted requirements · decision criteria and scoring logic Scope: a single generalized Intake Agent captures the baseline, objective requirements per property. Deeper capture — full zoning/timing/budget/logistics layers and specialty-infrastructure detail — is a Version 3 enhancement that adds 2–4 more agents to the intake. |
Intake Agent |
| 03 | Stakeholder / Approval Mapping | Baseline internal and external stakeholder mapping · key approval gates with artifact attachment · exportable stakeholder tracking sheet Scope: the single generalized Intake Agent maps the baseline stakeholders and approval gates. Deeper mapping — the full internal/external matrix and friction-point flags — is a Version 3 enhancement that adds 2–4 more agents to the intake. |
Intake Agent |
| 04 | Market Intelligence & Option Universe | Availabilities, comps, asking rents, sales, subleases, land sites, off-market options, BTS, incentive zones, labor data, logistics data, lease expirations, TI packages, public utility rates · specialty building feature tags (cold storage, cranes, food processing, manufacturing power, ammonia) · owned vs. leased flag · ingest broker-shared Excel/PPT/Word/PDF · structured option records · maps and employee zip code overlays per survey · branded comparison packages · market narrative per submarket | Market Intelligence Agent |
| 05 | Site / Building / Location Screening | Physical screening: size, clear height, docks, power, truck courts, parking, rail, office, expansion capability, age, condition, automation suitability · location/logistics: highway, ports, rail, suppliers, customers, labor shed, commute, distribution, congestion, weather, utility · employee zip code map per site · incentive preliminary screen · Incentives Flow API integration Data-dependent: output is built only from the data available for each location and unit — figures come from the incoming data feed, not fabricated, and vary by location and source. |
Market Intelligence Agent |
| 06 | Shortlist Formation & Option Ranking | Weighted scoring against requirements · objective vs. broker judgment separation · tradeoff explanation for top and failed options · shortlist approval and lock · PowerPoint, Excel, Word, PDF outputs | Market Intelligence Agent |
| 07 | Scenario Economics & Strategic Alternatives | All alternatives: renew, relocate, expand, contract, consolidate, buy, BTS, sale-leaseback, multi-market · full occupancy cost model: rent, TI, free rent, capex, opex, taxes, insurance, utilities, moving, downtime, termination, incentives, financing impact · income statement impact framing · payback analysis · sensitivity analysis · existing client templates fed into the model · investor return model templates · board/C-suite memo · PowerPoint, Excel, Word, PDF outputs branded to broker's firm Data-dependent: a summary built only from the data available for the deal — nothing is fabricated; depth and coverage vary by source. Fuller modeling is a later Version 3 upgrade. |
Scenario Agent |
| 08 | Building Pursuit / RFP / Proposal Process | RFP package preparation · response tracking with shareable client tracker · proposal ingestion and normalization: concessions, TI, rent, escalations, options, delivery obligations · interface with prior financial models to update on new proposals · counterproposal strategy · building specifications package · branded comparison packages · PowerPoint, Excel, Word, PDF outputs | Transaction Agent |
| 09 | LOI / Term Negotiation Management | Full LOI term extraction: rent, TI, free rent, commencement, delivery, options, expansion, termination, assignment/subletting, use, opex, repair/maintenance, exclusives, signage, parking · open issue log with owner assignments, status, positions, fallback, escalation · tenant requirements vs. landlord responses with prospective counters · submarket-specific market terms for leverage · version history logged · PowerPoint, Excel, Word, PDF tracker outputs | Transaction Agent |
| 10 | Document Intelligence Library / Transaction Room | Upload all document types: OMs, flyers, proposals, LOIs, leases, amendments, title, surveys, diligence reports, incentive docs, correspondence, lease/sale comps, cap rate info, Property Condition Reports, zoning reports, building code info · classify, attach, extract, compare, flag discrepancies · each project has its own data room, intelligence compounds across all projects · PE-specific due diligence checklist · auto-generate: summaries, memos, issue lists, executive briefs, handoff packages, timelines, schedules, approval tracking, weekly status reports · all branded to broker's firm · PowerPoint, Excel, Word, PDF Included: traditional and secondary OCR readers, in their own dedicated room. |
Document Intelligence Agent |
| 11 | Diligence, Risk & Approvals | Generalized diligence checklist by deal type: tenant rep, agency work, investment sales · basic risk tracking and approvals (internal client, lender, landlord, public/permit) · EnviroForge integration for environmental Phase I/II findings · all exportable Scope: a generalized checklist per department — not a deep-dive risk register or severity scoring. Fuller diligence detail is a later Version 3 upgrade. |
Diligence Agent |
| 12 | Incentives / Public-Sector Support | Eligibility screen: jobs, capex, location, industry, public benefit · identify grants, abatements, TIF, state/local programs · incentive scenario toggles (jobs/CAPEX sensitivity) · application window schedule and compliance timeline · public stakeholder coordination: municipality, state, EDO, utility, port authority, workforce agency · compliance tracking post-award · Incentives Flow API integration | Incentive Agent |
| 13 | Legal / Lease / Transaction Issue Management | LOI terms → lease/PSA provisions · track missing business decisions · branded tracking documents shared with client and attorney · decision trail with rationale stored and linked to the final document Scope: basic transaction-issue tracking only — not legal analysis or a detailed legal issue log. Deeper legal management is a later Version 3 upgrade. |
Transaction Agent + Document Intelligence |
| 14 | Financing / Capital Markets Package | A clean, complete information packet — property, tenant financial information, lease, diligence, and risk — assembled into a polished, client-ready report · cap rate reference by product type and tenant credit profile · the team uses the report with their own lenders and partners Scope: we deliver the report — we do not coordinate financing or lenders, or prepare lender-specific packages. The report is refined during the MVP review; full expansion into financial-markets coordination is a Version 3 upgrade. |
Capital Markets Agent |
| 15 | Project Handoff Package | A project handoff package containing the core data for the project — transaction terms, key landlord/tenant obligations, and a milestone summary · exportable to Microsoft tools Scope: a focused handoff with the core project data — not the full construction/PM task breakdown, bid review, or responsibility matrix. Those are a later Version 3 upgrade. |
Handoff Agent |
| 16 | Post-Close Portfolio / Critical-Date Intelligence | Critical-date intelligence built from the available information — lease abstraction for key dates (renewal, termination, option, notice, rent steps, compliance) · critical-date and option-window alerts Scope: critical-date intelligence from available data — not full portfolio dashboards, benchmarking, or performance analytics. Those are a later Version 3 upgrade. |
Portfolio Agent |
| 17 | Client Communication | A client communication channel — back-and-forth messaging with their clients and file drop/sharing Scope: communication and file sharing with clients only — no meeting prep, executive summaries, or recommendation packages. Those are a later Version 3 upgrade. |
All Agents (output layer) |
| 18 | CRM — Relationship Intelligence (Enhanced) | Contact and company tracking · auto-ingestion with zero manual entry via LinkedIn, ZoomInfo, PitchBook, company websites · PitchBook + ZoomInfo API cross-reference for contact verification · click-to-LinkedIn from any contact record · email blast exports by vertical and profession · call sheets from Origination Agent feed · account strategy: expansion opportunities, next likely need, account plan · outreach drafts and opportunity notes · warm intro identification · CRM reports by vertical and industry Action for the team: drop a note in this section listing everything you want to bring over and which fields you want mapped, and place an exact export from your current CRM in the data room — we map everything to it at kickoff. |
CRM / Origination Agent |
| 19 | Knowledge Layer Architecture (Foundation) | Knowledge layer data model designed into the platform from Day 1 — supports prior deal case study upload, broker judgment capture, and playbook patterns. Content population and full training UI is a later Version 3 build on top of this foundation. | Platform Architecture |
| 20 | Platform Governance / Integrations / Permissions | Source intake model: upload, spreadsheet import, API connector, manual input, CRM sync, document ingestion · source permissions and confidence/recency metadata · output traceability: AI outputs linked to source docs and assumptions · audit trail · role-based permissions: broker, client executive, analyst, counsel, lender, PM, EDO, admin · access control by role, document, mandate, output · subscription-level feature gating (proprietary to Heine/Kelly team vs. licensed subscribers) · API integration review and confirmation at kickoff | Platform Architecture |
The following items are genuine additions not covered by the original proposal scope. The team may select one item to bring into Stage 01. All remaining items move to Version 3 (the post-MVP upgrade, whenever the team chooses).
| # | Item | Description | Phase if Not Selected |
|---|---|---|---|
| W-1 | PE Footprint Deliverable — Chicago MSA | PE-owned businesses in Chicago MSA over 100,000 SF formatted as a named, structured deliverable from the Origination Agent. Format and cadence defined at kickoff. | Version 3 |
| W-2 | COO Dashboard + Rightsizing Workflow | Requirements output formatted as a COO-facing operational dashboard. Rightsizing logic (Paul's workstream) built into the intake model. Requires a kickoff definition of the rightsizing methodology before build. | Version 3 |
| W-3 | Transportation Cost Savings Analysis | Client provides transportation volumes and shipping lanes. Platform models cost savings by candidate site and surfaces the logistics cost delta between options. Requires client data input model. | Version 3 |
| W-4 | Live Excel Toggle Models | Graphs and toggle features on live Excel models — change assumptions in real time, values update instantly across the model. Confirm at kickoff: embedded in platform UI or delivered as a live-linked Excel file. | Version 3 |
| W-5 | Smartsheet-Style Interactive Milestone Tracker | Interactive milestone tracker with check-off toggles — items tick off as completed, live-updating, exports cleanly to PowerPoint and Microsoft tools. Confirm at kickoff: platform-native module or live-linked Excel/PowerPoint file. | Version 3 |
| W-6 | PE Super-Dashboard Roll-Up | PE firm super-dashboard: each portfolio company has its own dashboard, all roll up into one aggregate view. Switch between individual companies or see all at once. Interactive maps, graphs, charts, live-updating as documents load, exportable and shareable link for clients. Wind Point Partners model: 10 portfolio companies, one super-dashboard. | Version 3 |
| W-7 | Email Inbox Scanning for Opportunities | Scan email inbox for real estate opportunity signals — surface relevant conversations in the CRM and Origination Agent feed automatically. Requires a yes/no decision from the principals before scoping. | Version 3 |
| W-8 | Full Knowledge Capture, Playbooks & AI Training Layer | Full build of: prior deal case study upload and extraction, broker judgment modeling (landlords, deal terms, PE behavior, lender friction), role-based training drills, user proficiency tracking. Each license has its own proprietary team knowledge base. Architecture is designed into Stage 01 — this item is the full content and training UI build on top of that foundation. | Version 3 |
The team selects one wish list item (W-1 through W-8) to include in Stage 01 scope. The selected item must be confirmed in writing before SOW execution on July 2, 2026. All unselected items are deferred to Version 3 and require a separate SOW.
The following third-party integrations are included in Stage 01 scope. The team is responsible for securing valid licenses, API access rights, and export permissions, and for providing credentials to TFSF Ventures before the integration configuration milestone on July 14, 2026. Credentials are due to TFSF no later than July 7, 2026 to allow testing time before D-03. Late credentials delay that deliverable and compress the agent build window.
| Service | What It Powers | Credential / Access Needed | Who Secures It | Status | Due to TFSF |
|---|---|---|---|---|---|
| PitchBook | Origination Agent · CRM auto-ingestion · PE/M&A trigger events · capital markets data | API key + license confirmation | Team / Colliers | Action needed | July 7, 2026 |
| ZoomInfo | CRM auto-ingestion · contact verification · call sheet generation | API key + license confirmation | Team / Colliers | Action needed | July 7, 2026 |
| CRM contact harvesting · profile links · connection export | Sales Navigator API or OAuth credentials | Principals | Action needed | July 7, 2026 | |
| CompStak / Crexi or equivalent | Market Intelligence Agent · availabilities, lease comps, asking rents, sale comps, submarket analytics | API key or authorized export credentials | Confirm source at kickoff | Confirm source | July 7, 2026 |
| EnviroForge | Diligence Agent · Phase I/II findings · risk flags · contamination reports | Account credentials + API key | Team / Colliers Chicago | Action needed | July 14, 2026 |
| Incentives Flow | Incentive Agent · TIF eligibility · state/local programs · application windows | API key + account access | Confirm exact vendor | Confirm vendor | July 7, 2026 |
| Your CRM data | Intake Agent · Transaction Agent · your existing CRM contacts and relationships — no live sync or API needed | A data export from your CRM (CSV / Excel) dropped into the data room | Team | Export needed | July 7, 2026 |
| County GIS / Zoning | Diligence Agent · Incentive Agent · parcel data, zoning, permits | Public data — no license required | Public government sources | No action | — |
| Document Store | Document Intelligence Agent · all document upload and extraction | Team repository access or confirmed upload path | Principals | Action needed | July 7, 2026 |
TFSF Ventures does not hold or store any third-party credentials beyond what is required for the active build. All credentials are transferred to team-controlled infrastructure at final handover. The team is solely responsible for ensuring that its use of any third-party API complies with that provider's terms of service.
Stage 02 is a defined observation and feedback window. The goal is to run the MVP on real mandates, identify what works well, what needs adjustment, and what the principals want changed before final handover. Stage 02 is not an iterative development sprint — it is a structured review that produces a single consolidated change request list submitted at the close of the window.
| Activity | Who | Output |
|---|---|---|
| Run MVP on active mandates | Principals + broker team | Live platform usage across real deal pipeline |
| Invite clients into tenant portal | Principals | Client experience tested under real conditions |
| Log observations and feedback | Full team (all roles) | Internal feedback log (team-managed) |
| Compile consolidated change request list | Principals | Single change request document submitted to TFSF |
| TFSF review of change requests | TFSF Ventures | Approved / declined / scoped response within 3 business days |
Stage 02 is observe-and-record only. No platform changes are made during Stage 02 outside bug fixes and user improvements. Changes requested outside of the consolidated change request list submitted at Stage 02 close are not in scope for Stage 03. New features or agents not described in this SOW require a change order.
Stage 03 covers modifications to existing functionality, configuration adjustments, workflow tuning, UX refinements, and bug fixes identified during Stage 02. The duration of Stage 03 (10–15 days) scales with the volume of approved changes. TFSF Ventures will provide a time estimate for Stage 03 upon review of the change request list.
Platform TRX is built under Ghost Architecture. TFSF Ventures does not appear in the product, the infrastructure, the client experience, or any external communication related to the platform. All branding, naming, and market positioning of the platform is at the team's sole discretion.
| Term | Position |
|---|---|
| Code ownership | 100% to the team at final handover. Full transfer, no retained license. |
| Infrastructure | Deployed to team-controlled cloud (AWS, Azure, or GCP). No data routes through TFSF infrastructure post-handover. |
| Branding | No TFSF branding, co-branding, or attribution anywhere in the product or client-facing materials. The team brands the platform as it chooses. |
| Data ownership | All mandate data, client data, and platform-generated outputs are exclusively owned by the team. TFSF has no access post-handover. |
| TFSF visibility post-handover | None. The team controls all access credentials, user accounts, and operational infrastructure after final handover. |
| Pulse agent orchestration | Pulse runs the agent stack. The team holds the Pulse license billed monthly per active agent at the contract rate. Pulse operates independently of TFSF engagement teams. |
| IP assignment | Governed by MSA §4.7. All platform IP developed under this SOW assigns to the team at final payment. |
| JV formation window | Governed by MSA §4.8. 90-day post-delivery JV formation window as specified in the MSA. |
| Term | Detail |
|---|---|
| Governing agreement | The MSA between TFSF Ventures FZ-LLC and CLEARDBX F.Z.C. is fully executed and governs this SOW. This SOW is incorporated into and subject to the MSA. In the event of conflict, the MSA controls. |
| Core scope | Core scope is established at SOW execution (July 2, 2026). Reasonable workflow configuration and prioritization adjustments are accommodated during the kickoff mapping session without a change order. New agents, new integrations not in §09, or new capabilities require a written change order executed by both parties. |
| Payment terms | All payments are non-refundable upon the applicable trigger event. Late payments accrue interest at 1.5% per month. Failure to pay within 10 business days of due date may suspend delivery obligations. |
| Acceptance | MVP is deemed accepted 5 business days after delivery unless the principals provide written notice of material non-conformance. Stage 03 deliverables are deemed accepted 3 business days after delivery. |
| Warranty | 120-day warranty post final handover covering defects in platform functionality as delivered. Does not cover changes to third-party API access, data source terms, or approved scope changes. |
| Confidentiality | Both parties are bound by the confidentiality provisions of the MSA. This SOW is confidential and prepared exclusively for the Colliers Chicago collaboration team. |
| Client responsibilities | The team is responsible for providing valid credentials for all required data integrations, timely feedback during Stage 02, and designating a principal contact for daily communication during Stage 01 build. |
| Force majeure | Neither party is liable for delays caused by events outside reasonable control. Timelines will be adjusted by mutual written agreement. |
| Dispute resolution | Governed by the MSA dispute resolution provisions. Jurisdiction: as specified in the MSA. |
This Statement of Work is effective upon execution by both parties. The MSA between TFSF Ventures FZ-LLC and CLEARDBX F.Z.C. is already executed and governs this SOW. By signing below, each party confirms agreement to the scope, deliverables, timeline, and payment terms set out in this document. Payment 1A ($42,500 + VAT) has already been paid; execution of this SOW confirms Payment 1B ($42,500 + VAT), due July 2, 2026, and activates the July 3, 2026 kickoff.
Open items during SOW review: sales@tfsfventures.com · Subject: SOW-TRX-2026-001 · TFSF Ventures FZ-LLC · tfsfventures.com