R2025-277 Resolution Authorizing an Agreement with MGT Impact Solutions, LLC for Finance Director

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("SIR")which provides the same minimum coverage limits as set forth above. In the event such SIR exists and applies to this Agreement, the Client agrees to fully discuss the SIR's parameters with MGT and its relationship to the Policies. At a minimum,the Policies must insure the Client its officials and employees against bodily injury and property damage liability caused by on-premises business operations,completed operations and/or products or professional service and non-owned automobile coverage. The non-owned automobile coverage shall not include the Assigned Employee's personal vehicle. (b) MGT shall use its best efforts to obtain general liability and professional liability insurance naming the Client as an additional insured for Losses (as defined in Section 7 of this Agreement) to the Client arising out of the wrongful conduct of the Assigned Employee(s).To the extent that such coverage is available,responds to or defends against any such Losses,the Client shall have no further rights against MGT with relation thereto. Section 4.02. Certificate of Insurance. Upon request,the Client will promptly issue to MGT one or more Certificates of Insurance,verifying the Client's compliance with the provisions of Section 4.01. It is understood and agreed that the commencement of work by an Assigned Employee hereunder prior to the issuance of any required Certificate of Insurance shall not constitute nor be deemed a waiver of the obligation of the Client under this provision nor the enforceability hereof. Section 4.03. Automobile Liability Insurance. The Client shall maintain in effect automobile liability insurance which shall insure the Client and the Assigned Employee if the Assigned Employee operates a Client vehicle for any reason in connection with his or her Assignment hereunder.Such coverage shall insure against liability for bodily injury,death and property damage. SECTION 5 DURATION AND TERMINATION OF AGREEMENT Section 5.01. Term and Effective Date. The Effective Date of this Agreement is the date that this Agreement is last signed by MGT on the signature page(the"Effective Date"). The period during which the Assigned Employee works at the Client is defined as the("Term"). The Term commences on the Effective Date and will continue for the period identified on the attached Exhibit A, or until it is terminated in accordance with the remaining provisions of this Section 5. For the purposes of this Agreement,the date on which this Agreement expires and/or is terminated is the("Termination Date"). Section 5.02. Termination of Agreement for Failure to Pay Fees. If the Client fails to timely pay the fees required under this Agreement, MGT may give the Client notice of its intent to terminate this Agreement for such failure and if such failure is remedied within ten (10)days, the notice will be of no further effect. If such failure is not remedied within the ten(10)day period,MGT has the right to terminate the Agreement upon expiration of such remedy period. Section 5.03. Termination of Agreement for Material Breach. If either Party materially breaches this Agreement, the non-breaching Party must give the breaching Party written notice of its intent to terminate this Agreement for such breach and if such breach is remedied within ten (10) days,the notice will be of no further effect. If such breach is not remedied within the ten(10)day period,the non-breaching Party has the right to immediately terminate the Agreement upon expiration of such remedy period. Section 5.04. Termination of Agreement to execute Temp-to-Hire Option. The Client may hire the Assigned Employee as a permanent or temporary employee of the Client at any time during the Term. Recognizing the substantial investment of time and resources by MGT under this Agreement to place its Assigned Employee with Client,Client agrees to pay to MGT a conversion fee calculated as a percentage of the annual salary offered to the Assigned Employee by Client. Said conversion fees shall be paid according to the following schedule: 4 MGT.us