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PROFESSIONAL SERVICES AGREEMENT This Professional Services Agreement ("AGREEMENT") effective this 17th day of October, 2024 ("Effective Date") is entered into by and between the City of Paris, Texas ("CLIENT"), located at 135 S.E. V Street, Paris, Texas 75460, and GrantWorks, Inc. ("CONSULTANT"), a Texas Corporation, located at 2201 Northland Drive, Austin, Texas 78756. (each a "Party" and collectively "Parties") All references to the parties hereto include the parties, their officers, employees, agents, successors, and assigns. WHEREAS, CLIENT wishes to retain the CONSULTANT to provide professional consulting services ("SERVICES") as detailed in the solicitation document named Request for Proposal (RFP) for Management Professional Services, incorporated herein as EXHIBIT A; WHEREAS, CONSULTANT submitted a proposal to the CLIENT dated May 6, 2024 to provide said SERVICES, incorporated herein as EXHIBIT B; WHEREAS, CLIENT and CONSULTANT acknowledge and agree to abide and adhere to all pertinent local, state, and federal rules, regulations and statutes governing any potential awarded grant funding; NOW THEREFORE, in consideration of the mutual benefits and covenants contained herein, the partes agree as follows: 1. FEES, INVOICES AND PAYMENTS: The SERVICES will be performed by CONSULTANT and CLIENT will pay for said services in accordance with EXHIBIT C. Invoices will be submitted by CONSULTANT monthly, with payment due upon CLIENT'S receipt of invoice and in accordance with all applicable local or state prompt payment regulations. Payment shall be in U.S. Dollars. CLIENT shall be responsible for payment (without deduction or offset from the total invoice amount) of any and all sales, use, value added, gross receipts, franchise and like taxes, and tariffs and duties, and all disposal fees and taxes, levied against CONSULTANT or its employees by any government ortaxing authority. Should there be any dispute to any portion of an invoice, the undisputed portion shall be promptly paid. 2. PERIOD OF PERFORMANCE: The initial term of this AGREEMENT shall run from the Effective Date and shall expire after three (3) years. This AGREEMENT will be automatically renewed for two (2) twelve-month option year periods for a five (5) year total contract term unless prior to the renewal date either Party gives the other written notice of its intent to terminate the AGREEMENT. Should additional time be required to complete the Services, beyond five (5) years, a written extension request must be mutually agreed upon by and between CLIENT and CONSULTANT and shall be incorporated through written amendments into this AGREEMENT. 3. FEDERAL CLAUSE COMPLIANCE: The parties to this agreement shall comply with all federal, state, or local laws, rules, regulations, or ordinances as required including but not limited to those included in EXHIBIT A. 4. ORDER OF PRECEDENCE: In the event of a conflict in the AGREEMENT language and terms, the following order of precedence shall apply: a. AGREEMENT b. EXHIBIT A (Client Procurement Documents) Page 11