LIABILITY ISSUES. (1) The TTC hereby indemnifies and agrees to protect and save the City, its appointed elected officials, employees, officers and agents, harmless from and against all claims, actions, causes of action, complaints, demands, suits or proceedings of any nature or kind whatsoever by any person in respect of loss of life, personal injury (including, in all cases, personal discomfort and illness) and loss of or damage to property (the "Claims") and any and all losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, liquidated damages and amounts paid in settlement, whether from a third person or otherwise) in respect of such Claims or otherwise, including the costs or expenses of complying with any Environmental Laws (provided that “costs” shall, for the purposes of this section mean those costs awarded in accordance with the order of a court of competent jurisdiction, the order of a board, tribunal or arbitrator or costs negotiated in the settlement of a claim or action) (collectively the “Losses”) which the City or its employees, officers and agents may suffer or incur arising from: (a) the negligence or willful misconduct of the TTC, its officers, employees and agents, in: (i) the TTC’s exercise of any of its rights under this Agreement, (ii) the TTC’s performance of any Work within the Public Highways and the operation or use of the Transit System by the TTC, (iii) the TTC undertaking any activity over, under, within, or upon the Public Highways which is ancillary to the TTC’s exercise of its rights under this Agreement; or (b) any breach of this Agreement by the TTC, its employees, officers and agents. (2) All property of the TTC kept or stored on the Public Highways, or parts thereof, will be kept or stored at the sole risk of the TTC. (3) The City hereby indemnifies and agrees to protect and save the TTC, its appointed elected officials, employees, officers and agents, harmless from and against all claims, actions, causes of action, complaints, demands, suits or proceedings of any nature or kind whatsoever by any person in respect of loss of life, personal injury (including, in all cases, personal discomfort and illness) and loss of or damage to property (the "Claims") and any and all losses, damages, liabilities, deficiencies, costs and expenses (including, without limitation, all legal and other professional fees and disbursements, interest, liquidated damages and amounts paid in settlement, whether from a third person or otherwise) in respect of such Claims or otherwise, including the costs or expenses of complying with any Environmental Laws (provided that “costs” shall, for the purposes of this section mean those costs awarded in accordance with the order of a court of competent jurisdiction, the order of a board, tribunal or arbitrator or costs negotiated in the settlement of a claim or action) (collectively the “Losses”) which the TTC or its employees, officers and agents may suffer or incur arising from: (a) the negligence or willful misconduct of the City, its officers, employees and agents, in: (i) the City’s exercise of any of its rights under this Agreement; (ii) the City’s performance of any Work within the Public Highways; or (iii) the City undertaking any activity over, under, within, or upon the TTC Track Allowance which is ancillary to the City’s exercise of its rights under this Agreement; (b) any breach of this Agreement by the City, its employees, officers and agents. (4) Despite anything else contained herein, the liability of the parties under this section 16 shall not include any Claims for economic loss, consequential, indirect, special or incidental damages. (5) Despite anything else in this section 16, the parties agree that the term “Initiating Party” is used is this Agreement only for convenience only and the failure of an Initiating Party to initiate work or advise the Responsible Party shall not in way relieve the Responsible Party from its responsibility to perform any of its obligation as set out in this Agreement. An Initiating Party shall not in any event be responsible or liable for a Claim or Loss due to the failure to advise the Responsible Party to commence the Work as required under this Agreement.
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