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TAX EXEMPTION AGREEMENT TO CONTRACT City of Sunny Isles beach Q�rct1 3c3 .2012 The Contractor and Owner desire to enter into an arrangement whereby certain purchases under the Contract can be made through the Owner as a means of taking advantage of the Owner's status of being exempt from sales and use tax. Notwithstanding anything in the Contract to the contrary, the Owner shall directly purchase all materials and equipment identified in the Contract Documents as required for incorporation into the Project ( "Owner- Provided Materials') and as requested by Contractor pursuant to this Agreement. The Owner does hereby grant to the Contractor the full authority as an agent of the Owner to prepare, place and execute Purchase Orders for and in the name of the Owner for all Owner - Provided Materials. The Contractor as agent of the Owner shall sign such Purchase Orders. No such orders shall be less than $10,000.00. 2. The Owner will be liable for the timely payment for all Owner - Provided Materials. The Contractor will submit requisitions for orders of Owner - Provided Materials to the Owner for approval when required. Vendors will render statements ( "OPM Invoices") to the Owner for any Owner- Provided Materials purchased. The Owner will provide copies of all OPM Invoices to the Contractor upon approval by the Owner. After reviewing the OPM Invoices, the Contractor will return these OPM Invoices with proper back up to the Owner for payment. The Owner shall make payment directly to the respective vendors as provided in the OPM Invoices. The Owner will send such vendor payments along with Contractor payment to the Contractor who will, as Owner's agent, distribute such vendor payments to the respective vendors in return for Releases of Lien. The Owner will provide Contractor with any tax exemption certificates or other documents required or useful to provide to the vendors of Owner - Provided Materials to evidence the tax- exempt status of the Owner. 3. The Contract Sum and GMP, but not the Contractor's Fee, shall be reduced by the sum of all Costs of the Work paid by the Owner for Owner - Provided Materials plus any applicable sales and use tax amounts initially included in the Contract Sum and GMP for such Owner - Provided Materials. 4. The Contractor shall maintain separate accounting records for all transactions carried out under the authority of this Agreement. Such records shall be open to the Owner during normal business hours of the Contractor. As compensation to the Contractor for accounting services respecting the sales tax savings program, an amount equal to one-sixth of the tax savings shall be paid to the Contractor upon submittal of proper invoice to the City. Owner hereby agrees to promptly purchase any materials requested by Contractor pursuant to the Contract upon the submittal of Purchase Orders to the City. 5. The Contractor shall select, obtain approvals, submit samples, price shop drawings, pursue, receive, inspect, and accept or reject all Owner- Provided Materials purchased in the manner described herein per the Contract. The Contractor shall remain responsible for the proper installation of all Owner- Provided Materials and will continue to warrant its installation of these Owner - Provided Materials as provided in the Contract. This Agreement will not be an acceptable excuse for delay to the construction schedule. 6. The authority granted the Contractor hereunder may be revoked by the Owner at any time upon written notice delivered to the Contractor at its offices at: 3211 Ponce De Leon Blvd. Suite 301, Coral Gables Beach, Florida 33134, during normal business hours. The Owner agrees that the Contractor's Fee as set forth in the Contract shall not be reduced as a result of any Owner- Provided Materials deduct change orders; i.e., the Contractor's Fee shall continue to apply to the total sum of all remaining Costs of the Work plus the costs of all Owner- Provided Materials and plus the applicable tax amounts. Likewise, all agreed charging rates based on the GMP r Contract Sum, including without limitation for bonds and insurance, shall continue to be charged based on t total sum of the Contract Sum or GMP amount plus the costs of all Owner - Provided Materials and plus t li ble tax amounts. Alan J. Coh n, City Manager 4M Investors, LC The City of Sunny Isles Beach SIB EXHIBIT "B"