TranSystems Corporation - LGM Construction

Section 17.04. Responsibility For Damage and Interference.
Contractor must not damage,
and must not permit damage to, any part of the Project or the Site, including, without limitation,
the work or property of Separate Contractors, monuments, stakes, bench marks and other survey
points, utility features, and existing features or structures on the Site. If any such damage not
involving the work or property of Separate Contractors occurs, Contractor shall promptly rectify
it at Contractor’s expense. If (i) Contractor causes damage to the work or property of any
Separate Contractor, (ii) Contractor interferes with the performance of any Separate Contractor's
work, or (iii) Contractor employs labor or uses material or equipment that disrupts the
performance of any Separate Contractor's work, Contractor shall indemnify and hold FedEx
harmless from and against any claims, actions, liability, costs and expenses that the Separate
Contractor may assert against FedEx, or that FedEx may sustain, as a consequence, including,
without limitation, any adjustment in the contract sum to which the Separate Contractor is
entitled under the terms of its Separate Contract and any attorneys' fees FedEx incurs in
connection with its handling of the Separate Contractor's claim or action. Contractor shall settle
with the Separate Contractor by agreement or arbitration if the Separate Contractor is amenable
to settlement in that manner. If the Separate Contractor sues FedEx for any damages that it
alleges it sustained by reason of Contractor's fault, FedEx shall notify Contractor, who shall
defend such suits at its own expense and without any adjustment in the Contractor’s Fee.
Contractor shall satisfy any resulting judgment and shall reimburse FedEx for all reasonable
attorneys' fees and court costs that FedEx may incur as a result of such suit.
Section 17.05. Effect of Separate Contractor Interference.
If any Separate Contractor
interferes with Contractor's performance of the Work or fails to conform to Contractor’s
reasonable directions with regard to the progress of the Work and the Project, or employs labor
or uses material or equipment that disrupts Contractor’s performance of the Work and, as a
result, delay in the performance of the Work occurs or Contractor incurs additional cost the
Substantial Completion Date and the Contractor’s Fee will be subject to adjustment in
accordance with the terms of Sections 3.03 and 3.04.
ARTICLE 18
CONTRACTOR'S WARRANTIES
Section 18.01. Warranty of Title. Contractor warrants to FedEx that (i) title to all Work,
including Materials, covered by an Application for Payment (in the form of the attached Exhibit
C-2),
whether incorporated in the Project or not, will pass to FedEx upon Contractor's receipt of
payment, free and clear of all liens, claims, security interests or encumbrances ("Liens"), and (ii)
neither Contractor nor any Subcontractor acquired any of the Work covered by an Application for
Payment subject to an agreement, under the terms of which a Lien is retained by the seller or
supplier.
Section 18.02. Special Warranties
. When the Contract Documents require special
guaranties or warranties for specific parts of the Work, Contractor shall provide those guaranties
or warranties to FedEx.
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