[Date]

Mr./Ms.
Location Manager
Toronto, ON

Dear

This shall confirm that the Toronto Transit Commission (the "TTC") has agreed to grant [film company name] (the "Film Company") a license to enter onto TTC property at [state location] (the “TTC Property”) for the sole purpose of filming/photographing and associated work, on the following terms and conditions.

  1. Prior to filming on the TTC Property, the Film Company shall provide to the TTC, as soon as possible but in any event at least seventy-two (72) hours before filming, any and all revisions to the portion or portions of any script which requires filming on the TTC Property, for the purpose of the TTC's review for compliance with this section. The TTC, in its sole discretion, expressly reserves the right to refuse to allow the Film Company to enter onto the TTC Property for any script revisions deemed by the TTC in its sole discretion to be unacceptable.
  2. The Film Company, its employees, agents, contractors and subcontractors shall comply with all rules, regulations and by-laws of the TTC to comply with the Occupational Health and Safety Act, as amended, and related regulations and the Safety Guidelines for the Film and Television Industry in Ontario.
  3. The Film Company, its employees, agents, contractors and subcontractors shall comply with any instructions given by the TTC employee assigned to the Film Company for the purposes of the use of the TTC Property by the Film Company under this letter agreement (the “TTC Representative”).
  4. At any time during the film shoot (the “film shoot” includes set-dressing, filming and wrap dates) the TTC Representative determines that any activity carried out by the Film Company is contrary to any rules, regulations, orders or by-laws of the TTC, or contrary to any general law, or is unsafe or not in the best interest of the TTC, the TTC Representative shall have the right to order the Film Company to discontinue the film shoot. The Film Company shall comply immediately with any such instructions, directions or orders given by the TTC Representative. In the event that the Film Company, its employees, agents, contractors or subcontractors fail to comply with the instructions, directions or orders of the TTC Representative may use whatever reasonable force necessary to prevent the Film Company from continuing with the film shoot and may use reasonable force to remove the Film Company from the TTC Property.
  5. All TTC identification, logos, trademarks and advertisements shall be rendered unidentifiable during filming/photographing. The Film Company agrees that all filmed/photographed scenes and locations shall not, in any way, resemble or depict the TTC or its transportation system, without the prior written approval of the TTC.
  6. (a) At the completion of filming/photographing on the TTC Property, the Film Company shall, at its own expense and cost, remove all its equipment, displays, materials, decorations, and all such other items which the Film Company brought onto the TTC Property, and leave the TTC Property in the same condition as it existed prior to the Film Company’s entry onto the TTC Property within a mutually agreed upon time period. The Film Company shall, at its own cost and expense, repair and make good any damage caused to the TTC property. If the Film Company fails to do so, the TTC shall repair or restore the TTC property to the condition as it existed prior to the entry onto TTC property by the Film Company and the Film Company shall pay for all costs and expensed incurred by the TTC for the repair or restoration.
    (b) The Film Company acknowledges and agrees that the cleaning of the TTC Property can only be performed by the TTC. Upon completion of the filming/photographing, and the removal of the Film Company’s equipment, displays, materials, decorations, and all such other items which the Film Company brought onto the TTC Property, the TTC shall clean the TTC Property. The Film Company agrees that the Film Company shall be responsible for all costs and expenses incurred by the TTC in connection with such cleaning.
  7. The Film Company shall provide the TTC with a certified cheque or money order in the amount of $TBD (see attached estimated summary) within two (2) days of receiving this letter agreement, in order to cover the estimated production costs based on the anticipated filming/photographing time and TTC employee and equipment requirements. This signed letter agreement must be returned to the TTC with the certified cheque or money order.
  8. (a) The Film Company shall pay to the TTC the costs of providing TTC personnel for the time to travel to and from, and to attend at the TTC Property in respect of the filming/photographing at the applicable hourly rate (regular or overtime) of each person. The TTC, in its absolute discretion, shall determine the number of TTC personnel reasonably required to attend at the filming/photographing with a minimum hourly requirement per person. All applicable taxes shall be added to the calculated costs, plus a ten percent (10%) contingency fee, which shall be returned if final costs are less than estimated.
    (b) The Film Company shall pay to the TTC the costs of the transportation of the TTC personnel to attend at the TTC Property in respect of the filming/photographing at mileage reimbursement rate of [#] cents per kilometre ([#]/km).
    (c) In the event that the filming/photographing is beyond the time estimates, the TTC shall have the option, in its sole discretion, to have the Film Company discontinue filming/photographing. Any additional use beyond the time estimates shall be negotiated between the TTC and the Film Company on the understanding that the safe and uninterrupted operation of the TTC transportation system is of paramount concern.
  9. The TTC's invoice for payment, upon completion of the filming/photographing on the TTC Property, shall reflect the charges incurred in accordance with this letter agreement and if there is any difference between the estimated amount set out above and the actual charges incurred, then the TTC shall return to the Film Company any overpayment without interest. There shall be a three (3) to four (4) week period prior to any refunded amount being issued by the TTC.
  10. The TTC shall not be held liable for any costs, damages or losses, including loss of production time, incurred as a result of delays, regardless of the reason, nor shall the TTC be responsible or liable for any costs, expenses, or damages incurred by the Film Company arising out of the TTC's exercise of any of its rights pursuant to this letter agreement.
  11. In the event of a strike or other labour disruption, the Film Company shall not be permitted access to the TTC Property or any TTC property and the letter agreement shall be deemed to be terminated. The parties agree that if the letter agreement is terminated in accordance with this clause, neither party shall have any further liability to the other party.
  12. The Film Company agrees to, from time to time and at all times hereafter, well and truly save, defend and keep harmless and fully indemnify the TTC from and against all claims and demands which may be brought against or made upon the TTC and against loss, liabilities, judgments, costs, damages or expenses which TTC may sustain, suffer or be put unto, resulting from, arising from or in any way incidental to the Film Company's use of the TTC Property, or in any way arising out of, incidental to, or growing out of any act or deed, or any omission or act of the Film Company, its employees, agents, contractors or sub-contractors. It is agreed that the responsibility of the Film Company under this clause is to be complete and absolute notwithstanding any instructions or the absence of any instructions given by the TTC or its employees.
  13. The Film Company agrees to maintain during the use of the TTC Property, with an insurance company or companies satisfactory to the TTC, Commercial General Liability Insurance of not less than ten million dollars ($10,000,000.00) coverage, which shall include contractual liability coverage for the liability assumed under the above clause of this letter agreement, including claims that might be brought against the TTC by any employee, agent, contractor or sub-contractor of the Film Company, and prior to entry upon the TTC Property the Film Company shall furnish the TTC with a certificate of insurance evidencing that coverage is non-contributing and shall apply as primary and not excess to any other insurance available to the TTC. In addition, all policies the Film Company is required to maintain under this clause shall name the TTC as an additional insured and shall contain a waiver of any subrogation rights which the Film Company's insurers may have against all or any of the TTC and those for whom the TTC is in law responsible whether the damage was caused by their act, omission or negligence. The Film Company, its employees, agents, contractors and sub-contractors shall at all times comply with any and all applicable federal, provincial and municipal laws, ordinance, statutes, rules, regulations and orders in respect of the performance of this letter agreement.
  14. The Film Company shall obtain, at its own expense, all permits from any public authorities, which may be required in connection with the performance of this letter agreement.
  15. The TTC shall not be liable for any incidental, indirect, special or consequential damages, injury, loss of use, revenue or profit to the Film Company or for any increase in production costs arising out of or in any way related to this letter agreement or any breach of this letter agreement by the Film Company or the TTC.
  16. Provided that the Film Company is in compliance with all of the terms and conditions of this letter agreement, all rights of every kind in and to all photographs and sound recordings made hereunder, including, but not limited to, the right to exhibit any and all scripted and reviewed scenes photographed or recorded at the TTC Property throughout the world in perpetuity in any or all media whether now or hereafter known or devised, shall be and remain vested in the Film Company, its successors, assigns and licensees.
  17. The Film Company shall have no obligation to use the TTC Property or include the TTC Property in the film/photography. Should the Film Company elect at any time not to use the TTC Property for filming/photographing or any other purpose, which the Film Company shall have the right to do, written notice thereof shall be given by the Film Company to the TTC at least seventy-two (72) hours prior to the Film Company’s scheduled use of TTC property.
  18. The Film Company shall be allowed to enter onto the TTC Property pursuant to the license provided under this letter agreement from [date] to [date].
  19. This letter agreement shall be construed and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Please acknowledge acceptance of the above terms and conditions by having the authorized officer(s) of the Film Company sign below and return to my attention.

Yours very truly,

Sandy Tsirlis
Filming & Tours Co-ordinator

The terms and conditions in this letter agreement are agreed to and accepted by:
[Film Company name]


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I/We have authority to bind the corporation.