Property Tax Consulting Agreement · Commercial

This Property Tax Consulting Agreement (the “Agreement”) is made between (“Client”) and Vectus AI, Inc., a Delaware corporation, doing business as Redress (“Redress” or “Consultant”), with offices at 600 Townsend St, STE 150, San Francisco, CA 94103. It governs Redress’s ad valorem tax consulting work for each property listed on Schedule A or later added under Section 3 (each, a “Property”). Schedule A (Properties), Exhibit A (Fee Schedule), and Exhibit B (State Addendum) are attached to and part of this Agreement.

1. ENGAGEMENT AND SCOPE

Redress will review the assessment of each Property and, where warranted, prepare and pursue administrative review before the assessor, board, or commission listed in Exhibit B for the Property’s state, assemble and present valuation evidence, and communicate and negotiate with the relevant offices as permitted by law.

Client retains all decision-making authority. Redress may recommend and prepare actions but will not accept, reject, counter, settle, escalate, or withdraw an appeal without Client’s instruction. Filing is governed by Section 2.

2. AUTHORIZATION AND FILING

2.1 Client will execute the power of attorney or other authorization that Exhibit B lists for the Property’s state (the “Authorization Instrument”) for each Property and each tax year, in the form and within the time Exhibit B requires, and will re-execute it where the state limits an instrument to a single year or petitioner.

2.2 Where the state requires the petition or protest to bear the owner’s own signature, Client will sign it on Redress’s request and Redress will prepare and submit it.

2.3 Standing instruction to file. Client instructs Redress to file an appeal, petition, or protest for each Schedule A Property for each tax year, unless Client withdraws that instruction for a Property in writing before Redress files. Redress may decline to file where it concludes an appeal is not warranted and will tell Client before the deadline.

3. PROPERTIES, COOPERATION & EXCLUSIVITY

3.1 Schedule A identifies the Properties covered at signing. Properties may be added by written confirmation or an executed Authorization Instrument.

3.2 Client will timely provide reasonably requested records, including tax bills, assessment notices, income and expense statements, rent rolls, and other relevant property information. Client represents that information provided is accurate to its knowledge.

3.3 Clean slate and exclusivity. Client represents that, for each Property and tax year, no appeal, petition, or protest is pending and no other agent or consultant is engaged, and agrees not to engage another agent or file separately for a covered Property during the term without Redress’s written consent.

4. TERM & TERMINATION

4.1 This Agreement begins when signed and continues until terminated by either party on written notice.

4.2 Termination takes effect for a Property at the start of the first tax year for which Redress has not yet filed. It does not affect fees already earned, fees subsequently earned from an appeal filed before termination, or approved costs already incurred.

4.3 Redress may terminate immediately for non-payment or sustained non-cooperation.

5. FEES

5.1 Redress receives a one-time fee equal to the percentage stated in Exhibit A of first-year Realized Tax Savings for each successful appeal.

5.2 “Realized Tax Savings” means the difference between the taxes that would have been billed at the Property’s official pre-appeal value and the taxes actually billed or refunded at the corrected value, using the actual certified assessment, millage or rate, exemptions, and applicable tax treatment. Realized Tax Savings exclude any statutory or other interest paid on a refund.

5.3 No reduction, no fee. Fees are never based on projected or hypothetical savings. The fee is charged once per successful appeal, on first-year savings only. If the corrected value remains on the roll in later years of the same reassessment cycle, no additional fee is owed for those later-year savings. A new fee arises only from a successful appeal of a subsequent reassessment.

5.4 Invoicing. Fees are invoiced when Realized Tax Savings become determinable, which is the earlier of (a) a tax bill issued at the corrected value or (b) a refund, credit, or recertified roll reflecting the corrected value. Invoices are due within 30 days. If the underlying value or bill is later revised, the fee will be adjusted accordingly.

5.5 Sale of Property. A sale or transfer does not affect fees already earned. No fee is owed for a tax year after Client no longer owns the Property, except to the extent Client receives the resulting savings.

5.6 If Redress obtains a reduction offer and Client subsequently concludes the matter directly with the taxing authority at that value or within 5% of it, the fee remains due based on the final certified result.

6. COSTS & ESCALATION

Redress bears the costs of administrative work before the offices listed in Exhibit B, including preparation, evidence, filing fees, appearances, and any counsel Redress engages through its partner network.

Client bears costs only if Client: (1) independently engages its own counsel; or (2) elects judicial review in writing after receiving and approving Redress’s written estimate of anticipated court, expert, and counsel costs.

Any counsel separately retained by Client is engaged directly by Client.

7. APPEAL RISKS & TAX PAYMENTS

An assessment review can result in a value being increased as well as decreased. Redress will disclose any material downside risk identified before filing.

An appeal does not suspend Client’s obligation to pay taxes when due. Some states dismiss or deny an appeal if a minimum payment is not made by a statutory date; Exhibit B states the rule for each state. Client is responsible for making that payment. Redress is not responsible for a dismissal, denial, penalty, or interest caused by Client’s non-payment, and Client remains liable for approved costs incurred before such a dismissal.

8. CONFIDENTIALITY

Redress will keep Client’s non-public information confidential and use it only to perform the engagement, except where disclosure to taxing authorities, appraisers, counsel, other professionals involved in the work, or applicable law is required.

Financial information furnished in support of an appeal is submitted subject to the confidentiality provisions cited in Exhibit B and will be identified as confidential when submitted.

9. USE OF RESULTS

Redress may describe engagement results, including the Property, before-and-after values, and tax savings, in its marketing. Confidential financial information will not be published without Client’s written approval.

At Client’s written request, results will be anonymized or aggregated. Client may withdraw this consent prospectively at any time.

10. RELATIONSHIP & STANDARD OF CARE

Redress is an independent contractor and will perform its services with reasonable care and professional diligence, including meeting applicable filing deadlines where Client has timely provided all required authorizations and information.

Redress does not guarantee any particular outcome and does not provide legal opinions or appraisals for financing purposes. Nothing in this Agreement creates an attorney-client relationship. Legal services, where required, are separately engaged as described above.

To the extent permitted by law: (a) neither party will be liable for indirect, incidental, consequential, special, or punitive damages; and (b) Redress’s aggregate liability under this Agreement will not exceed the greater of the fees paid or payable under this Agreement in the 12 months before the claim arose, or $10,000. The limits in (a) and (b) do not apply in cases of fraud, gross negligence, or willful misconduct, or to Client’s payment obligations.

11. STATE-SPECIFIC TERMS

The Exhibit B section for each Property’s state is incorporated into this Agreement. Where it states a rule, form, deadline, or disclosure, it controls over any general statement in this Agreement for that Property. Client acknowledges the disclosures in that section.

12. GENERAL

This Agreement, together with Schedule A, Exhibit A, Exhibit B, and any executed Authorization Instruments, constitutes the parties’ entire agreement. Amendments must be in writing and signed by both parties, except for adding Properties as provided in Section 3.1.

If any provision is unenforceable, the remaining provisions remain effective. Notices may be provided by email. Electronic signatures and counterparts are effective.

Governing law and venue for each Property are as stated in the Exhibit B section for its state. This does not govern the venue of any tax appeal or proceeding, which is determined by applicable law.

SCHEDULE A — PROPERTIES

Property address	State	Parcel / Tax bill no.	Owning entity

The State listed for each Property determines which section of Exhibit B applies to it. Additional properties may be added under Section 3.1 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 of the Agreement — always computed from the certified roll and the actual bill or refund, with exemptions honored, never from estimates, and never charged again for later years of the same reduction.

Administrative appeals before the offices listed in Exhibit B: 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 or is refunded. If the corrected value remains in effect in later years of a reassessment cycle, no additional fee is owed for those years (Section 5 of the Agreement).

If a different percentage applies to a specific Property, it is stated beside that Property on Schedule A and controls for that Property.

EXHIBIT B — STATE ADDENDUM

Each section below is incorporated into the Agreement for Properties located in that state (Section 11). Only the sections for states listed on Schedule A form part of a signed copy.