TTC Underground Sounds Subway Musicians - Agreement 787

TTC UNDERGROUND SOUNDS (SUBWAY MUSICIANS PROGRAM) 2024-2027

AGREEMENT

LICENCE NO.: _____ DATE: _____

LICENSEE NAME: _____

If applicable, NAME OF DUO PERFORMANCE: _____

IN CONSIDERATION of a fee in the sum of one hundred and ninety-seven dollars and seventy-five cents ($197.75), inclusive of HST, (the “Licence Fee”) and the covenants and agreements below, the Toronto Transit Commission (“TTC”) hereby grants to Licensee a non-exclusive, temporary licence to participate in the TTC Underground Sounds (Subway Musicians Program) (the “Program”) and to occupy designated locations in the subway stations of the TTC subway system in accordance with TTC Underground Sounds (Subway Musicians Program) Performance Stations and Locations, attached as Schedule "A", and the TTC Underground Sounds (Subway Musicians Program) Rules and Regulations, attached as Schedule "B", for the purpose of providing musical entertainment for the period commencing on April 29, 2024 and expiring on April 28, 2027, inclusive (the "Term"), unless terminated earlier in accordance with this agreement.

Licensee covenants and agrees with TTC as follows:

1. At all times while on TTC property, Licensee shall, (a) be subject to and comply with, (i) TTC orders, instructions, rules, and regulations, including TTC policies regarding violence, harassment, respect, dignity, and discrimination, as amended from time to time; (ii) TTC By-law No. 1, as amended from time to time; (iii) this agreement, including Schedule “A” and Schedule “B”; (iv) the terms and conditions of the TTC Underground (Subway Musicians Program) Identification issued to Licensee by TTC (the “Musician I.D.”); (b) not accost, importune, petition, or solicit any TTC customer, employees or contractors; (c) not interfere in any way with any TTC customer, employee, or contractor, or TTC operations; (d) be neat and orderly in appearance and presentation; (e) conduct themself with personal integrity, ethics, honesty, diligence; and professionalism; and (f) not cause or permit the accumulation of any garbage, rubbish, waste, or any combustible substance in or around the performance location.

2. All communications by the Licensee shall be gender neutral and free of racial slurs or other racial language.

3. At all times while performing, Licensee shall wear or display in plain view the Musician I.D. 4. Licensee shall not use, or permit the use of, (a) such instruments as acoustic and electronic drums, percussion instruments, digital production samplers, trumpets, and microphones; (b) any background music or sounds through phone, computer, tape recorder, compact disc player, MP3 player, keyboard, or any electrical equipment including, but not limited to, microphones, reverberation units, stomp or multi-effects boxes, strobe lights, and spotlights; or (c) amplifiers, except portable battery-operated amplifiers.

5. Licensee acknowledges and agrees that certain musical instruments may cause excessive sound and TTC, in its sole discretion, reserves the right to instruct Licensee, and Licensee shall, limit or mute the use of such instruments.

6. Except as provided in this agreement, Licensee shall perform no less than fifty (50) days during each year of the Term.

7. Licensee acknowledges and agrees that TTC may carry out activities in the subway stations and TTC may instruct Licensee to, and Licensee shall, cease performing and vacate the performance location, and the subway station during these activities.

8. Licensee consents to TTC, for the purpose of promoting the Program, providing Licensee's name and contact information, as provided by Licensee, to accredited media.

9. Licensee shall not, with respect to the Program or otherwise, (a) carry on, act, hold themself, or represent themself as an agent of TTC in public, including to any accredited media or on any social media platform (including, but not limited to, twitter, Instagram, and Facebook); or (b) reference TTC or the Program in public, including to any accredited media or on any social media platform (including, but not limited to, twitter, Instagram, and Facebook) which is likely to discredit TTC business or services, depreciate the value of the goodwill associated with TTC or TTC business or services, or have an adverse effect on TTC image or public transit.

10. Licensee acknowledges and agrees that the Transit Musicians Association, or any similar association, group, or organization, is not endorsed, sponsored, affiliated with or otherwise authorized by TTC.

11. Except as specifically provided in this agreement, Licensee acknowledges and agrees that TTC shall not be liable for, (a) any loss or damage, directly or indirectly, arising from, (i) any subway or any subway station closure; (ii) any change or interruption to any station; (iii) any change to the performance locations listed in Schedule "A"; or (iv) the termination of the Program; or (b) any loss or damage to, (i) any Licensee property, equipment, or good while on TTC property; or (ii) while Licensee is exercising the rights granted to Licensee under this agreement or performing, any injury to Licensee due to any cause whatsoever.

12. Licensee shall indemnify TTC and its Board members (and their designates), officers, and employees from all claims, actions, costs (including reasonable legal costs), expenses (including reasonable legal disbursements), and liabilities arising from Licensee exercising the rights granted to Licensee under this agreement, Licensee performing, or Licensee’s participation in the Program.

13. Licensee shall not assign or transfer, in whole or in part, the rights granted to Licensee under this agreement or this agreement.

14. Licensee acknowledges and agrees that, (a) this agreement and the Musician I.D. permits access to Licensee to the designated performance location in the TTC subway system to perform in accordance with this agreement; and (b) neither this agreement nor the Musician I.D. is fare media nor any form of payment to permit Licensee access to the TTC transit system, except as provided in this agreement, or travel on the TTC transit system.

15. At any time during the Term, (a) TTC or Licensee may terminate this agreement upon ten (10) days written notice to the other; and (b) TTC may terminate the Program upon fifteen (15) days written notice to Licensee and the termination of the Program shall be deemed a terminate this agreement. Upon termination of this agreement under this section 15, TTC shall not be liable in any way to Licensee except TTC shall refund to Licensee the Licence Fee on a monthly pro-rated basis.

16. (a) Should Licensee fail to comply with any term of this agreement, TTC may do any or all of the following:

(i) Immediately terminate this agreement without refund of the Licence Fee (in whole or in part) to the Licensee.

(ii) At Licensee’s cost, remove, Licensee and Licensee's property, equipment, and goods from TTC property.

(b) TTC, its Board members (and their designates), officers, employees, and agents shall not be liable in any way to Licensee, including any damage to Licensee’s property, equipment, or goods, by the termination or the removal by TTC in accordance with section 16(a).

17. Upon the expiration or termination of this agreement, Licensee shall immediately surrender the Musician I.D. to TTC.

18. Upon expiration or termination of this agreement, should Licensee continue to perform or be perceived to perform under the Program or otherwise on TTC property without authorization, Licensee may be subject to prosecution under TTC By-law No 1 or the Trespass to Property Act, each as amended from time to time.

19. In the event of a breach of section 1(a) by Licensee , TTC may, in its sole discretion, in addition to any right under this agreement, including terminating this agreement in accordance with section 16(a), restrict Licensee from participating in the application or audition of subsequent terms of the Program for a period of time deemed appropriate by TTC, in its sole discretion.

20. Notwithstanding any other provision of this agreement, the rights granted to Licensee under this agreement shall at all times be subject to the paramount right of TTC, in its sole discretion, to operate the subway system according to the requirements and exigencies of the public interest. Should TTC determine that the rights granted to Licensee under this agreement are being exercised in such a manner as to impact or potentially impact public safety or the safety of TTC employees or contractors, or interfere or potentially interfere with TTC operations (“Negative Action”), TTC shall notify Licensee in writing of the Negative Action and, if after twenty-four (24) hours from the notice, the Licensee has not ceased or cured the Negative Action, TTC may, without any liability to Licensee, including refunding the Licence Fee (in whole or in part) to Licensee, immediately terminate this agreement.

21f. Licensee, for Licensee, Licensee's heirs, executors, and administrators, hereby releases, remises, and forever discharges TTC, its Board members (and their designates), officers, employees, agents, and successors (“TTC Personnel”) from any action, cause of action, suit, proceeding, liability, claim, and demand which Licensee had, now has, or can, shall, or may hereafter have against TTC Personnel with respect to any loss, damage, or injury sustained by Licensee (including any loss or damage to Licensee property, equipment, or goods), due to any cause whatsoever, in respect of the rights granted to Licensee under this agreement.

IN WITNESS WHEREOF TTC and Licensee have executed this agreement.

TORONTO TRANSIT COMMISSION LICENSEE

Per: _____

Name: _____Witness signature: _____

Title: _____ Witness name: _____