IN CONSIDERATION of the payment of a licence fee payable by the Licensee to the Toronto Transit Commission ("Commission") in the sum of one hundred and ninety-seven dollars and seventy-five cents ($197.75) which includes HST, and the undertakings as set out in the following covenants, the Commission hereby grants to the Licensee a non-exclusive licence to occupy designated areas in the Commission's subway stations on a rotating basis in accordance with the TTC Subway Musicians Performance Stations and Locations, attached hereto as Schedule "A", for the purpose of providing musical entertainment for the period October 8, 2012 to October 7, 2015 ("Term") during subway operating hours.

The Licensee covenants and agrees with the Commission as follows:

  1. The Licensee shall not accost, petition, importune, actively solicit or interfere in any way with the Commission's passengers.
  2. The Licensee shall indemnify the Commission and its officers and employees from all claims cost and liabilities which may arise as a result of the granting of this licence.
  3. At all times while on Commission premises, the Licensee shall, (i) be subject to and shall comply strictly with all orders, rules and regulations of the Commission, including policies respecting violence, harassment and discrimination, Toronto Transit Commission By-law  No.1, Schedule "A", and the Subway Musician I.D. Licence; (ii) be neatly clad and orderly, and polite in his/her conduct and speech; and (iii) not cause or permit an accumulation of rubbish, waste paper or any other combustible substances within the designated area.
  4. At all times while performing, the Licensee shall wear plainly visible, the Subway Musician I.D. Licence, as supplied by the Commission.
    Upon the termination or expiration of this agreement, the Licensee shall immediately return the I.D. Licence to the Commission.
  5. The Licensee shall not assign or transfer the licence granted under this agreement.
  6. The Commission shall not be liable for any loss or damage sustained by the Licensee resulting directly or indirectly from the subway or any subway station being closed for any reason at any time nor from any interruption in Schedule "A", and shall not be liable for the loss or injury to any property, goods or effects of the Licensee due to any cause whatsoever.
  7. The Licensee shall not use or permit the use of, any percussion instruments, background music or accompaniment playing from a tape recorder, compact disc player, MP3 player or keyboard or any electrical equipment including but not limited to, microphones, reverberation units, delay loops, effects pedals, stomp or multi-effects boxes, strobe lights and spot lights. Absolutely no tolerance of amplifiers will be allowed except in the case of selected portable battery operated amplifiers approved in writing by the Commission.
  8. The Licensee shall perform in the subway no less than fifty (50) days during each year of the Term.
  9. The Licensee shall perform only in designated areas.
  10. The Licensee acknowledges that the Customer Communications Department of the Commission may periodically have activities take place in the Subway System during the Term and the Licensee may be required to cease performing or vacate the designated area during these times.
  11. The Licensee shall permit the Commission, for the purpose of promoting the TTC Subway Musicians Programme or the Commission, to provide his/her name and contact information as provided by the Licensee, to accredited media (newspaper, television, radio) personnel. The Licensee shall not carry on or hold himself/herself out or represent himself/herself as agent or act as an agent of the Commission respecting the TTC Subway Musicians Programme in public, including accredited media.
  12. The 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 the Commission.
  13. The Licensee acknowledges and agrees that certain musical instruments may cause excessive sound and that the Commission, in its sole discretion, reserves the right to limit or mute the use of such instruments.
  14. The Commission may immediately terminate this agreement and, at the cost of the Licensee, remove the Licensee and the Licensee's property from the Commission's premises and the Commission, its Commissioners, officers, employees or agents shall not be liable for any damage or otherwise by such termination or removal, should the Licensee,

    a) fail or refuse to comply with an order or a request of the Commission;
    b) permit any conduct or act which, in the opinion of the Commission, is improper or renders it inadvisable that the Licensee should be allowed to continue to carry on under this agreement; or
    c) fail to comply with the terms and conditions of this agreement.
  15. Either party may, at any time, terminate this agreement upon giving ten (10) days written notice to the other party.
  16. Upon termination or expiration of this agreement, should the Licensee continue to operate as a musician under the TTC Subway Musicians Programme on Commission property without proper authorization, he/she may be subject to prosecution under the Trespass to Property Act, as amended from time to time.
  17. In the event of a violation by the Licensee of any order, rule or regulation of the Commission, including policies respecting violence, harassment and discrimination, the Toronto Transit Commission By-Law #1, this agreement, or the Subway Musician I.D. Licence, the Commission, in its sole discretion, in addition to terminating this agreement, may, in subsequent years, refuse to accept from the Licensee an application to participate in the TTC Subway Musicians Programme or refuse an audition to the Licensee and this refusal may continue for as long a period as the Commission deems appropriate, and this refusal may extend indefinitely.
  18. Notwithstanding any other provision of this agreement, the rights hereby granted shall at all times be subject to the paramount right of the Commission, in its absolute discretion, to operate the Subway System according to the requirements and exigencies of the public interest. Should the Commission reasonably determine that the rights hereby granted are being anywhere exercised in such a manner as to be offensive or a source of danger to the public or a detriment to the Commission's operations, the Commission shall notify the Licensee in writing of its objection to the manner in which the rights of the Licensee are being exercised, and if after twenty-four (24) hours from such notice, the Commission is of the opinion, in its absolute discretion, that the manner in which the rights are being exercised are still unacceptable, the Commission may forthwith terminate this agreement without any further notice and the Licensee shall not be entitled to any compensation in respect of such termination.

IN WITNESS WHEREOF the parties hereto have executed this agreement.