TranSystems Corporation - LGM Construction

Section 4.10. Final Acceptance and Payment.
(a) FedEx's final acceptance of the Work
("Final Acceptance") will occur only after (i) Contractor finally completes the Work in its
entirety (including punch list items), (ii) FedEx accepts the Work in a written notice to
Contractor, and (iii) Contractor provides FedEx with instruction and operating manuals, parts
lists, "as-built" drawings and all other items that the terms of the Contract Documents require.
(b) Within 30 business days after Final Acceptance of the Work or as soon after the
expiration of that period as FedEx receives the last of the items Contractor must submit in
accordance with the terms of Sections 4.10(c), 6.01 and 6.02, FedEx shall make the final
payment ("Final Payment") of amounts properly due Contractor, including any Retainage.
Subject to the application of any other provision of this Agreement that permits FedEx to deduct
amounts from the Final Payment, the amount of the Final Payment will be the amount by which
the Contractor’s Fee, as set forth in Section 4.01, exceeds the aggregate amount of progress
payments that FedEx has previously paid to Contractor in accordance with the requirements of
Exhibit C-1.
(c) FedEx may withhold Final Payment until Contractor submits to FedEx the
following:
(i) An affidavit signed by an authorized officer of Contractor stating
that all payrolls, bills for Materials and Services, and all other
indebtedness connected with the Work, for which FedEx or any of
its property might in any way be responsible, have been paid or
otherwise satisfied;
(ii) A consent of surety to Final Payment;
(iii) Proof satisfactory to FedEx of the payment or satisfaction of all of
Contractor's obligations arising from or connected with the Work,
including, without limitation, releases and waivers of liens
executed by Contractor and all of its Subcontractors in favor of
FedEx and prepared in the form of Exhibit C-4 or such other form
as FedEx may designate;
(iv) Evidence of the filing by Contractor of a Notice of Completion of
the Work conforming to the requirements of the jurisdiction in
which the Work is performed;
(v) Certification that all insurance that Contractor must maintain in
force following Final Payment in accordance with the terms of this
Agreement is in effect and will not be canceled or allowed to lapse
without written notice to FedEx;
(vi) A copy of each permit or license issued in connection with the
Work and evidence satisfactory to FedEx that the governmental
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