8.2 SR 10-19-2020 - Laserfiche WebLink

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EXHIBIT K PURCHASING AGENT AGREEMENT THIS PURCHASING AGENT AGREEMENT (this “Agreement”) is made effective on the execution date of the AGREEMENT, by and between Apex Facility Solutions, SBC (“Contractor”) and the City of Elk River (“Client”), of which are generally exempt from paying states sales and use tax under Minn. Stat. § 297A.70 RECITALS WHEREAS, Client wishes to purchase its own tax-exempt materials, supplies and equipment (collectively the “Tax Exempt Materials”), which will be incorporated into the project as outlined in Exhibit A of the Agreement; and WHEREAS, the Client wishes to appoint Contractor to act as the Client’s purchasing agent for all Tax-Exempt Materials pursuant to Minnesota Rules 8130.1200, subpart 3D; and WHEREAS, Contractor desires to act as Client’s purchasing agent for purposes of acquiring the Tax-Exempt Materials for use exclusively in the Project. NOW, THEREFORE, in consideration of the foregoing recitals, which are incorporated herein by reference, the mutual promises, covenants and agreements set forth in this Agreement, and for good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows: 1. Purchasing Agent Appointment. Client appoints Contractor to act as its purchasing agent for purchasing the Tax-Exempt Materials, and further authorizes Contractor to appoint such subagents as Contractor deems appropriate for carrying out the purposes of this Agreement, which subagents shall have similar powers of appointment. Contractor shall require any subagent that will be purchasing Tax Exempt Materials as a purchasing agent of Client to execute an agreement providing for the appointment of such subagent as a purchasing agent of Client, which agreement shall contain provisions substantially similar to those contained in this Agreement. References within this Agreement to the “Purchasing Agent” are to the Contractor and any subcontractor or subagent that acts as Purchasing Agent with respect to the Tax-Exempt Materials. 2. Title to Tax Exempt Materials. Purchasing Agent is responsible for the selection of the supplier, the scheduling of delivery and the unloading of the Tax-Exempt Materials at the Project site. Title to the Tax-Exempt Materials shall immediately vest in the Client at the point of delivery and all incidents of Clientship shall remain in the Client at all times. Purchasing Agent shall not purchase Tax Exempt Materials on Client’s behalf at rates higher than the standard paid at the place of the Project except with the Client’s prior written consent. Purchasing Agent’s duties under this Agreement do not include any labor for the Project. 3. Risk of Loss. Purchasing Agent shall not have the risk of loss for the Tax-Exempt Materials. Client assumes the risk of loss for all Tax-Exempt Materials. All Tax-Exempt Materials shall be covered by Client’s insurance. EXHIBIT K Page 1 of 3