TranSystems Corporation - LGM Construction

execute at Contractor’s request additional Subcontracts under the terms of which the
Subcontractor will perform additional portions of the Work for contract sums based on the unit
prices it bid (without the application of any multiplier).
Section 7.06. Kick-backs and Self-Dealing.
Contractor may not induce any person or
entity engaged in performing the Work to give up any part of the compensation to which that
person or entity is entitled. Moreover, without FedEx’s written consent, Contractor may not call
for, or by exclusion require or recommend, the use of any Subcontractor, consultant, Material,
system, process or procedure in which Contractor has a direct or indirect proprietary or other
pecuniary interest.
ARTICLE 8
PAYMENT TO SUBCONTRACTORS
Section 8.01. FedEx's Withholding of Payment.
If FedEx withholds monies for any cause
attributable to the fault of Contractor, but not to the fault of a Subcontractor, who would have
received a payment out of the payment for which Contractor had made application to FedEx,
Contractor shall pay that Subcontractor for its work, to the extent completed, upon demand made
by the Subcontractor at any time after the payment by FedEx to Contractor otherwise would have
become due.
Section 8.02. Independent Obligation to Pay.
Contractor's obligation to pay its
Subcontractors is an independent obligation from FedEx's obligation to pay Contractor, and
FedEx has no obligation to pay or to see to the payment of any monies to any Subcontractor.
Consequently, FedEx's withholding of payments in accordance with the terms of this Agreement
will not be grounds for Contractor to withhold payments properly due its Subcontractors. FedEx
reserves the right, however, to make payment jointly to Contractor and any Subcontractor if
FedEx becomes aware that Contractor fails to pay, or unreasonably withholds payment from, that
Subcontractor. FedEx’s use of that joint check procedure will create no rights in favor of any
person or entity beyond the right of the check payees to payment of the check and will not
commit FedEx to repeat the procedure in the future.
Section 8.03. Discharge of Liens. Contractor must not permit any laborer's, materialman's,
mechanic's or other similar liens to be filed or otherwise imposed on any part of the Work or the
Site by any person claiming by, through or under Contractor unless the filing or imposition of the
lien is attributable to FedEx’s failure to make a payment to Contractor when obligated to do so
under the terms of this Agreement. If, under other circumstances, any laborer's, materialman's,
mechanic's or other similar lien or claim is filed, Contractor shall cause the lien to be released or
discharged by payment, bonding or otherwise within 25 days after Contractor receives notice of
the filing or imposition of the lien.
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