Agreement letter for photographing and associated work

[Date]

Mr./Ms.
Location Manager
Toronto, ON

Dear

This will 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 for the sole purpose of filming/photographing and associated work at (location), on the following terms and conditions.

1. Prior to filming on 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 TTC property, for the purpose of 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 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 will comply with all rules, regulations and by-laws of the TTC to comply with the Occupational Health and Safety Act 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 reasonable instructions given by the TTC’s Staff-in-Command regarding the use of TTC property.  The Filming & Tours Co-ordinator will identify (the Staff-in-Command person on site at the start of the film shoot.)
4. In the event that the TTC’s Staff-in-Command during the film shoot (the “film shoot” includes set-dressing, filming and wrap dates) 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, then the TTC shall have the right to order the Film Company to discontinue its operations. The Film Company shall comply immediately with any such reasonable instructions given by the TTC’s Staff-in-Command. In the event that the Film Company, its employees, agents, contractors or subcontractors fail to comply with the reasonable directions or orders of the TTC’s Staff-in-Command he/she may use whatever reasonable force necessary to prevent the Film Company from continuing with filming and may use reasonable force to remove the Film Company from 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 Toronto Transit Commission transportation system, without the prior written approval of the TTC.
6. At the completion of filming/photographing on 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 TTC property, and leave the TTC property in the same condition as it existed prior to the entry onto TTC property by the Film Company 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 will 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.
   The Film Company acknowledges and agrees that the cleaning of 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 TTC property, TTC will clean the TTC property used by the Film Company.  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 agreement, in order to cover the estimated production costs based on the anticipated filming/photographing time and TTC employee and equipment requirements. This signed agreement must be returned to the TTC with the certified cheque or money order.
8. The Film Company will pay to the TTC the costs of providing TTC personnel, at the appropriate overtime hourly rate of each employee only when work is performed at the overtime rate or results in overtime being worked; otherwise, regular hourly rates will be charged. The TTC, in its absolute discretion, shall determine the number of TTC employees reasonably required to attend at the filming/photographing with a minimum hourly requirement per employee. All applicable taxes will be added to the calculated costs, plus a ten percent (10%) contingency fee, which will be returned if final costs are less than estimated.
   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 production of filming/photographing. Any additional use beyond the time estimates will 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 TTC property, will reflect the charges incurred in accordance with this agreement and if there is any difference between the estimated amount set out above and the actual charges incurred, then any overpayment will be returned to the Film Company without interest. There will 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 agreement.
11. In the event of a strike or other labour disruption, the Film Company will not be permitted access to TTC property and the agreement shall be deemed to be terminated. The parties agree that if the 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 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 TTC property, with an insurance company or companies satisfactory to the Commission, Commercial General Liability Insurance of not less than ten million dollars ($10,000,000.00) coverage, which will include contractual liability coverage for the liability assumed under the above clause of this 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 TTC property the Film Company shall furnish the TTC with a certificate of insurance evidencing that coverage is non-contributing and will 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 will 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 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 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 agreement or any breach of this 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 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 TTC property or include TTC property in the film/photography. Should the Film Company elect at any time not to use TTC property for filming/photographing or any other purposes, 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 TTC property pursuant to this license from (dates). 

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 and Tours Co-ordinator

The terms and conditions in this letter agreement are agreed to and accepted by:

[Film Company name]

Name:

Title:

Date:

Name:

Title:

Date:

I/We have authority to bind the corporation.