Property Tax Consulting Agreement · Louisiana Commercial

This Property Tax Consulting Agreement (the "Agreement") is made between ("Client") and Vectus AI, Inc., a Delaware corporation, doing business as Redress ("Consultant"), with offices at 600 Townsend St, STE 150, San Francisco, CA 94103. It governs Consultant's ad valorem tax consulting work on each property listed on Schedule A or covered by an authorization executed under Section 2 (each, a "Property"). Exhibit A (Fee Schedule) is attached to and part of this Agreement.

1. ENGAGEMENT AND SCOPE

Consultant will review the assessment of each Property, prepare and pursue administrative review — including open-rolls review with the parish assessor, appeal to the parish Board of Review, and appeal to the Louisiana Tax Commission where warranted — assemble and present valuation evidence, and communicate and negotiate with the relevant offices in support of a corrected value, in each case to the extent permitted by applicable law and the rules of the relevant office. Consultant will ensure that each person appearing on Client's behalf is properly authorized and registered to the extent required by applicable law or agency rule.

Client keeps every decision. Consultant's role is advisory: it recommends, prepares, files, and presents. Whether to accept, reject, or counter any proposed value, settle, escalate, or withdraw rests solely with Client, and Consultant will take none of those steps except on Client's instruction. Nothing in this Agreement gives Consultant discretionary or settlement authority over any Property.

2. PROPERTIES; GROWTH OF SCHEDULE A

Schedule A lists the Properties covered at signing. Additional properties become subject to this Agreement — without any amendment — when Client either executes an owner authorization identifying the property or confirms its addition in writing (email sufficient). Each added property is treated as if listed on Schedule A from the date of that authorization or confirmation. Where a Property is owned by an entity other than Client — for example, where Client is a manager — the authorization for that Property must be executed by the owner or a person authorized to act for it, and Client represents that it has authority to arrange that execution.

3. CLIENT COOPERATION

On reasonable request, Client will supply records needed for the work — tax bills, assessment notices, income and expense statements, rent rolls or STR reports, plans, insurance schedules, and closing statements — and warrants they are accurate to Client's knowledge. Statutory self-reporting forms (for example the LAT series) remain Client's responsibility unless Consultant is engaged for them separately in writing. Delays in providing records can limit what Consultant is able to file or prove.

4. TERM; RENEWAL

This Agreement takes effect on signing and covers the tax year then open for review. It renews automatically for each following tax year unless either party cancels in writing at least thirty (30) days before the opening of that year's assessment-review (open rolls) period in the relevant parish; in any event, cancellation delivered by June 1 of a tax year is timely for that year. Cancellation does not affect fees already earned or that later become due under Section 5 for work performed before cancellation.

5. FEES

5.1 One-time contingent fee on realized savings only. Client owes Consultant a one-time fee equal to the percentage stated in Exhibit A of the Realized Tax Savings for each Property, computed solely on the first tax year in which the corrected value is reflected on the certified roll and the resulting bill (the "Base Year"). "Realized Tax Savings" means the reduction actually reflected on the certified assessment and the resulting tax bill: the tax that would have been billed at the official assessed value shown on, or proposed for, the roll for that tax year immediately before Consultant's review or appeal, minus the tax actually billed at the corrected value — computed on the actual millage applied, and honoring every exemption and special assessment treatment as it actually applies to the bill. Fees are never computed on estimated, projected, or hypothetical benefits. If no reduction is achieved, no fee is owed.

5.2 One fee per appeal; later cycle years. The fee under Section 5.1 is charged once per Property per successful appeal, on the Base Year's Realized Tax Savings only. Where the corrected value remains on the roll in later years of a reassessment cycle — including Louisiana's quadrennial cycle — Client owes no additional fee for those later years. A new fee arises only if Client engages Consultant to appeal a subsequent reassessment, in which case the first year of that new reduction is its own Base Year.

5.3 Direct settlement of an obtained offer. If, as a result of Consultant's work, a reduction offer is obtained from an assessor, board, or other taxing authority, and Client (or anyone acting for Client) then concludes the matter directly with that authority based on that offer, or at a value within five percent (5%) of it, the fee is owed as though Client had accepted the offer through Consultant, computed on the value actually reflected on the certified roll and the actual tax bill.

5.4 Sale of a Property. Fees earned for a tax year before a sale or transfer of a Property survive the transfer, and Client remains liable for them. No fee is owed for a later tax year in which Client no longer owns the Property, except to the extent Client receives the resulting savings through a refund, credit, closing adjustment, escrow release, or other economic benefit. A purchaser becomes liable for fees only through an express written assumption accepted by Consultant.

5.5 Invoices; late payment; true-up. Fees are invoiced when the reduction is reflected on the certified roll and the resulting actual tax bill establishes the Realized Tax Savings, and are due thirty (30) days from invoice. Amounts unpaid after that date bear simple interest at the lesser of twelve percent (12%) per annum or the highest rate Louisiana law permits by agreement. If the certified value or tax bill used to calculate a fee is later revised, the fee will be recalculated, and any overpayment or underpayment will be refunded, credited, or paid within thirty (30) days after documentation of the revision.

6. ESCALATION; WHO BEARS COSTS

Consultant bears all costs of administrative-level work: preparation, evidence, filings, and appearances through the Board of Review and the Louisiana Tax Commission — including the fees of any counsel Consultant engages through its partner network for those proceedings. If Client instead chooses to engage its own counsel at any stage, that counsel's fees and costs are Client's, under Client's separate engagement with that counsel. Judicial review or trial happens only if Client elects it in writing after receiving Consultant's written estimate of the associated costs; from that point, court costs, expert fees, and counsel fees for the judicial phase are Client's, and only as estimated and approved in writing. Any such counsel is selected and engaged directly by Client under a separate engagement between Client and counsel; Consultant does not share fees with counsel. Where counsel is separately engaged, the Exhibit A rate for counsel-involved matters applies.

7. TAXES REMAIN PAYABLE

An appeal does not suspend collection. Client must pay each tax bill as and when due, under applicable protest procedures where appropriate, to avoid interest, penalties, or exposure to tax sale. Consultant is not responsible for consequences of Client's non-payment. Reductions achieved after payment are ordinarily realized through refund or credit, and the fee applies to the amount actually refunded or credited.

8. LOUISIANA DISCLOSURES

8.1 Confidentiality of furnished financials. Financial information furnished in support of an appeal is submitted subject to the confidentiality provisions of La. R.S. 47:2327, and Consultant will identify such materials as confidential when submitting them.

8.2 Review can move a value in either direction. Client acknowledges that assessment review is not one-way: an assessor may respond to an appeal by defending or seeking a higher value, and a reviewing body may increase as well as decrease an assessment. Consultant will advise on this risk before filing where it is material.

9. CONFIDENTIALITY

Consultant will keep Client's non-public information confidential and use it only to perform under this Agreement, disclosing it only to taxing authorities, appraisers, counsel, or other professionals engaged in the work, or as law requires.

10. USE OF RESULTS IN MARKETING

Client agrees Consultant may describe the results of the engagement — property, values before and after, and tax savings — in its marketing. Confidential financial information will not be published without Client's prior written approval. On Client's written request, Consultant will limit such use to anonymized or aggregated results. Client may withdraw this consent prospectively by written notice.

11. TERMINATION

Either party may terminate by written notice. If Client terminates after an appeal has been filed for a tax year, all fees earned for that year become payable and are accelerated to the extent already invoiced or invoiceable. If Client terminates after Consultant has incurred costs under Section 6 with Client's approval, Client will reimburse those documented costs within thirty (30) days. Consultant may terminate for non-payment or sustained non-cooperation, with fees already earned preserved.

12. RELATIONSHIP; NO LEGAL OR APPRAISAL SERVICES

Consultant is an independent contractor. Nothing here creates an attorney–client relationship, and Consultant does not render legal opinions or appraisals for financing purposes; where those are needed they are separately engaged under Section 6.

13. STANDARD OF CARE; NO OUTCOME GUARANTEE; LIMITATION OF LIABILITY

Consultant will perform the services with reasonable care and professional diligence, including calendaring and meeting applicable filing deadlines for each Property for which Consultant has received, in time to act, the executed authorizations and Client records the filing requires. Consultant does not warrant any particular outcome. To the extent permitted by law: (a) neither party is liable to the other for indirect, incidental, consequential, special, or punitive damages, including lost profits or lost tax savings beyond the remedy stated here, arising out of or relating to this Agreement; (b) Consultant's aggregate liability arising out of or relating to this Agreement for a tax year is limited to the fees Client has paid or that are payable for that year; and (c) the limits in (a) and (b) do not apply to a party's fraud, intentional misconduct, or gross fault, or to Client's payment obligations. Client's exclusive remedies for dissatisfaction with the services are the remedy in (b) and termination under Section 11.

14. GENERAL

This Agreement, with Exhibit A, Schedule A, and each executed authorization, is the parties' entire agreement on its subject. Except for Schedule A growth under Section 2, changes must be in a writing signed by both parties. If any provision is held unenforceable it is modified to the minimum extent needed and the rest stands. Notices go in writing to the addresses on the signature page (email sufficient). Electronic signatures and counterparts are effective.

15. GOVERNING LAW; VENUE

Louisiana law governs this Agreement. Exclusive venue for any dispute between Client and Consultant arising under this Agreement lies in the courts of Orleans Parish, Louisiana. This provision does not govern the venue of any tax appeal or proceeding, which is fixed by law.

SCHEDULE A — PROPERTIES

Property address	Parcel / Tax bill no.	Owning entity

Additional properties may be added under Section 2 by written confirmation — no amendment needed.

EXHIBIT A — FEE SCHEDULE

This Exhibit A forms part of the Property Tax Consulting Agreement between Client and Vectus AI, Inc., d/b/a Redress. The fee is a one-time charge: the stated percentage of first-year Realized Tax Savings as defined in Section 5.1 of the Agreement — always computed from the certified roll and the actual bill, with exemptions honored, never from estimates, and never charged again for later years of the same reduction.

Louisiana administrative appeals (open rolls, Board of Review, Louisiana Tax Commission): one-time fee of 25% of first-year Realized Tax Savings.

Matters involving separately engaged counsel (judicial review, or counsel at the administrative level): one-time fee of 25% of first-year Realized Tax Savings.

One-time fee. The fee is charged once per property per successful appeal, on the first tax year in which the corrected value appears on the certified roll and bill. If the corrected value remains in effect in later years of a reassessment cycle, no additional fee is owed for those years (Section 5.2 of the Agreement).

WORKED EXAMPLE — HOW A FEE IS COMPUTED

Assessed value as proposed on the roll	$ 900,000
Assessed value as certified after appeal	$ 675,000
Reduction in assessed value	$ 225,000
Total millage on the parcel's bill	148 mills
Realized tax savings = reduction × millage ÷ 1,000	$ 33,300
One-time fee = 25% × first-year realized tax savings	$ 8,325
Illustration — if the corrected value holds for all four cycle years: 4 × $33,300	$ 133,200
Effective fee in that illustration ($8,325 ÷ $133,200)	6.25%

Illustrative figures: a commercial building valued at $6.0M on the proposed roll, corrected to $4.5M on appeal — Louisiana assesses commercial improvements at 15% of fair market value — at a typical New Orleans east bank millage of about 148. Under Louisiana Tax Commission rule LAC 61:V.3103(O), a corrected value ordinarily remains on the roll for the remaining years of the four-year reassessment cycle, so first-year savings often recur. The four-year figures are an illustration, not a promise: later-year savings depend on the corrected value remaining in effect (it can change with the property's physical condition or value), on each year's actual millage, and on how many cycle years remain when the appeal is filed. Whatever the later years bring, the 25% fee is charged once, on year one only. In practice the computation uses the parcel's actual certified values and actual millage as billed. If an exemption or special assessment treatment applies to the bill, the savings figure reflects it. If no reduction is certified, the fee is zero.