8.2 SR 10-19-2020 - Laserfiche WebLink

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EXHIBIT K PURCHASING AGENT AGREEMENT 4. Inspection/Defective Materials. Purchasing Agent shall, with reasonable care and on Client’s behalf, inspect the Tax-Exempt Materials upon delivery and promptly report any defects to Client. Purchasing Agent, as agent for the Client, shall contact the manufacturer or supplier for immediate replacement or correction of defective Tax-Exempt Materials. Client, and not Purchasing Agent, shall be responsible for all defective Tax-Exempt Materials, including materials incorporated into the real estate. Purchasing Agent shall take all reasonable precautions to protect all materials, supplies and equipment stored on the Project site from damage. 5. Notification to Vendors. Purchasing Agent shall notify all vendors and suppliers of Tax-Exempt Materials that it is acting as Client’s purchasing agent and that the obligation to pay for the Tax-Exempt Materials is solely that of Client. All purchase orders and other documents furnished to any vendor or supplier shall clearly reflect the agency relationship between the Purchasing Agent and Client. Purchasing Agent shall claim exemption from sales and use taxes with respect to the Tax- Exempt Materials. Purchasing Agent shall include the following language in each purchase agreement or order for Tax Exempt Materials, and shall instruct all of its subcontractors that such a notice must be included in each purchase agreement or order for Tax Exempt Materials: NOTICE TO VENDORS/SUPPLIERS This purchase is made by Contractor as Purchasing Agent for the Client. Title to the purchased materials shall pass directly from the seller to the Client upon delivery. The obligation to pay for the materials is solely that of the Client, but invoices may be submitted for payment to Contractor as Purchasing Agent for the Client. This purchase by the Client is exempt from sales and use taxation. 6. Payment for Tax Exempt Materials. Client shall pay the cost of all Tax-Exempt Materials purchased by Purchasing Agent under this Agreement after Purchasing Agent has validated the delivery and condition of the Tax-Exempt Materials. Purchasing Agent shall direct vendors and suppliers to deliver invoices for the Tax-Exempt Materials to Client in care of its Purchasing Agent at Contractor, 403 Jackson Street, Suite 308, Anoka, MN 55303. 7. Tax Exempt Status. The City warrant and represent they are a tax-exempt entity and that they are entitled to an exemption from Minnesota sales and use taxation with respect to their purchase of Tax-Exempt Materials. Each purchasing agent designated by Purchasing Agent pursuant to the authorization contained in this Agreement shall be a third-party beneficiary of this Agreement. 8. Audit Notification. Purchasing Agent shall promptly notify Client of any sales and use tax audit by the Minnesota commissioner of Revenue or of the threatened imposition or assessment of any sales or use taxes. Client may, at its sole option and cost, dispute, contest or otherwise resist the imposition or assessment of any such taxes. Upon reasonable notice to Client, Agent may (but is not obligated to) take such actions as it deems reasonable in response to the threatened imposition or assessment of taxes, which actions shall be deemed to have been taken on Client’s behalf. If any Minnesota sales or use taxes are imposed or assessed with respect to any Tax-Exempt Materials purchased pursuant to this Agreement, Client shall be solely responsible for the payment of such taxes, including any related penalties and interest, and shall hold Agent harmless and indemnify Agent from any such cost or expense related thereto, including any legal fees and costs incurred by Agent in connection therewith or in connection with the enforcement of this paragraph. EXHIBIT K Page 2 of 3