19 - Master Service Agreement with SpearTip for 12-month cybersecurity professional services

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MSA 2020 - for use in North America r MASTER SERVICES AGREEMENT This Master Services Agreement (the "Agreement") is made and entered into as of November 5, 2021 (the "Effective Date"), by and between The City of Paris, a corporation formed in the state of TX, with its principal offices at 135 SE 15f St, Paris, TX 75460 and its subsidiaries ("Client") and SpearTip, LLC ("SpearTip"), a Missouri limited liability company with its principal offices at 1714 Deer Tracks Trail Suite 150, Saint Louis, MO 63131-1847. 1. SERVICES SpearTip agrees to provide all services necessary to perform the work ("Services") as described in a statement of work or proposal ("SOW/Proposal") as may be entered into between the parties from time to time for the compensation set forth therein. Each SOW/Proposal will incorporate the terms and conditions of this Agreement by reference and together will constitute the entire Agreement between the parties. 2. INDEPENDENT CONTRACTOR Each party, in all matters relating to this Agreement, will act as an independent contractor. Neither party will have authority nor will either party represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other, or to represent the other as an agent, employee or in any other capacity. Neither execution nor performance of this Agreement will be construed to have established any agency, joint venture or partnership. Neither party will make any warranties or representations on behalf of the other party. 3. COMPENSATION 3.1 Professional Service Fees. Client agrees to pay SpearTip the rates set forth in each SOW/Proposal for the Services described therein. 3.2 Expenses. Client will pay SpearTip travel and expenses reasonably incurred in performing its obligations under the Agreement, including meals, rental car, travel, lodging, miscellaneous incidental expenses, and expenses for any non -routine supplies and equipment expressly called for in a SOW/Proposal or approved by Client. In each applicable SOW/Proposal, Client and SpearTip will make reasonable expense plans covering the pre -approval of travel related expenses generally for that SOW/Proposal, including use of Client to book lodging or airline flights. 3.3 Invoices. SpearTip will submit invoices to the individual at the Client address designated in the SOW/Proposal or electronically via instructions provided by Client. Sales taxes, if any, imposed on the Services, will be itemized on the invoice and shall be paid to SpearTip. Unless the SOW/Proposal provides otherwise, upon a fully executed SOW/Proposal, SpearTip will invoice Client for the first and last two months of the term of the Agreement. Thereafter, Client will be invoiced as set forth in the SOW/Proposal. All other expenses and non -service deliverables will be submitted to Client every two weeks. All invoices are due and payable upon receipt. 3.4 Payment Terms. Client will pay fees, charges, and expenses to SpearTip in United States Dollars, by wire transfer of funds to an account designated by SpearTip or by check sent to SpearTip at an address to be designated by SpearTip. If there are any good faith disputes related to an invoice, Client will immediately pay the undisputed portion of the invoice and notify SpearTip in writing of Client's basis for withholding payment of the disputed amount. Disputes with respect to invoiced amounts will be deemed waived if not raised in writing. Upon receipt of Client's dispute notice, SpearTip and Client will work together in good faith to resolve such dispute in a prompt and mutually acceptable manner. If the dispute is not resolved within 30 days after receipt of Client's dispute notice, the parties will resolve the issue pursuant to MSA 2020 1 Confidential and Proprietary