TranSystems Corporation - LGM Construction

FedEx may release out of the Retainage at Contractor’s request for remittance to a Subcontractor
all or part of the retainage withheld under the terms of the Subcontractor’s Subcontract. As a
condition to any early release of Retainage, Contractor must deliver to FedEx Waivers of
Mechanics’ and Materialmen’s Lien in the form of the attached Exhibit C-4
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that have been
executed by the Subcontractors that will be receiving the early release of Retainage. FedEx's
election to permit any early release of Retainage will not constitute a waiver of, or otherwise
prejudice, FedEx's right to require retention of the full amount of the Retainage until the Final
Payment becomes due if, in FedEx's sole judgment, circumstances warrant that action.
(b) With FedEx’s consent, Contractor may elect to retain from a Subcontractor until
Final Payment becomes due an amount in excess of ten percent (10%) of the amounts approved
for payment under the terms of the Subcontractor’s Subcontract. If Contractor makes an election
of the nature described above, FedEx will additionally retain from amounts approved for
payment under the terms of this Agreement an amount equal to the amount of retainage that
Contractor establishes in excess of ten percent (10%) of the amounts approved for payment under
the terms of the Subcontract. FedEx and Contractor will jointly decide when circumstances
warrant the release of the additional retainage to the affected Subcontractor.
Section 4.04. Payment for Material Stored On-Site. If called for in Exhibit C-1, FedEx
shall make payment to Contractor for the actual unit cost (excluding any transportation or
handling charges) of Materials suitably stored and intended for incorporation in the Work upon
storage at the Site or at a location off the Site that FedEx expressly authorizes by advance written
notice to Contractor; payments by FedEx in accordance with the foregoing will be subject to the
payment procedures set forth in Exhibit C-1 and the following conditions:
(i) Contractor must furnish supporting evidence satisfactory to FedEx
evidencing the cost of the Materials and the actual shipment of the
Materials to the Site or the other authorized location;
(ii) Contractor must store the Materials in accordance with applicable
manufacturer's recommendations and FedEx's instructions and
must take security measures to protect the Materials from theft,
casualty or deterioration, including, without limitation, storage in a
bonded warehouse at FedEx’s request;
(iii) Payment for stored Materials will be subject to Retainage;
(iv) Contractor must submit to FedEx bills of sale or such other
documentation as establishes to FedEx's satisfaction that title to
such Materials passes to FedEx immediately upon payment, free of
all liens and security interests;
(v) Contractor must submit to FedEx evidence that establishes to
FedEx’s satisfaction that the stored Materials are marked or