with respect to
Licensor and its subsidiaries and affiliates and McCarthy Cook & Co. and its
subsidiaries and affiliates;
3.4 Licensor and its subsidiaries and affiliates and McCarthy Cook & Co. and
its subsidiaries and affiliates must be named as "additional insureds" on all
policies;
3.5 All policies must contain a provision for thirty (30) day written notice
of material change or cancellation;
3.6 All insurance coverage must include a cross liability provision and a
stipulation that the Licensee's coverage is primary as to any other valid and
collectible insurance; and,
3.7 The insurance required to be provided by Licensee may be provided by the
owner of the helicopter using the helipad.
4. LICENSEE AGREES TO MAINTAIN WORKER'S COMPENSATION INSURANCE FOR STATUTORY
LIMITS AND EMPLOYER'S LIABILITY COVERAGE WITH LIMITS OF $1,000,000.00.
5. LICENSE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS LICENSOR, AND ITS
SUBSIDIARIES AND AFFILIATES AND MCCARTHY COOK & CO. AND ITS SUBSIDIARIES AND
AFFILIATES, AND THEIR RESPECTIVE PARTNERS, DIRECTORS, OFFICERS, AFFILIATES,
REPRESENTATIVES, AGENTS AND EMPLOYEES (THE "INDEMNITIES") FROM ANY AND ALL
JUDGMENTS, DAMAGES, CLAIMS, ATTORNEY'S FEES AND COSTS WHICH THE INDEMNITIES AND
THEIR SUCCESSORS OR ASSIGNS MAY SUFFER OR INCUR ARISING OUT OF LICENSEE'S USE OF
THE HELISTOP AND ACCESS THERETO REGARDLESS OF THE CAUSE THEREOF.
6. THIS AGREEMENT IS TERMINABLE AT WILL BY LICENSOR, WITHOUT PENALTY OR
LIABILITY TO THE LICENSOR, IN THE EVENT ONE OR MORE TENANTS IN THE BUILDING
COMPLAINS ABOUT THE HELICOPTER OPERATIONS. NOTWITHSTANDING THE FOREGOING,
LICENSOR AGREES NOT TO TERMINATE THIS AGREEMENT AS PROVIDED IN THIS SECTION 6
UNTIL SUCH TIME AS LICENSEE HAS HAD A REASONABLE OPPORTUNITY TO RESPOND TO SUCH
COMPLAINTS.
-2-
Helistop License Agreement and Application
7. THIS LICENSE IS ISSUED WITH THE FOLLOWING LIMITATIONS WHICH ARE ATTACHED AS
EXHIBIT A AND INCORPORATED BY REFERENCE HEREIN.
8. IN THE EVENT THE CITY OF COSTA MESA REQUIRES PROOF OF COMPLIANCE WITH THE
CONDITIONS OF APPROVAL REGARDING THE NOISE LEVEL OF THE LICENSEE'S HELICOPTER,
SUCH DOCUMENTATION SHALL BE PROVIDED TO CITY AND LICENSOR AT LICENSEE'S EXPENSE.
9. LICENSEE IS FAMILIAR WITH THE SITE, THE HELISTOP AND ALL EQUIPMENT,
INSTRUMENTS AND OTHER ITEMS MADE AVAILABLE FOR LICENSEE'S USE IN CONNECTION WITH
THE HELISTOP, AS WELL AS THE APPROVED FLIGHT PATH AND THE RULES AND REGULATIONS
FOR THE HELISTOP WHICH ARE ATTACHED AS EXHIBIT A. LICENSEE HEREBY EXPRESSLY
ACKNOWLEDGES AND AGREES THAT LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER CONCERNING THE CONDITION OF OR THE SUITABILITY FOR LICENSEE'S USE OR
PURPOSES OF THE HELISTOP AND ANY SUCH EQUIPMENT, INSTRUMENTS AND OTHER ITEMS
MADE AVAILABLE FOR LICENSEE'S USE AND LICENSEE ACCEPTS THE SAME "AS IS" AND
AGREES THAT LICENSEES USE OF THE HELISTOP AND ALL SUCH EQUIPMENT, INSTRUMENTS
AND OTHER ITEMS IS AT THE LICENSEE'S SOLE RISK.
10. LICENSE GRANTED HEREIN IS NON-EXCLUSIVE. OWNER RESERVES THE RIGHT TO GRANT,
RENEW OR EXTEND SIMILAR LICENSES TO USE THE HELISTOP TO OTHERS. DUE TO THE
LIMITATIONS ON THE NUMBER OF OPERATIONS PER DAY, AS SET FORTH ON EXHIBIT A, USE
OF THE HELISTOP MAY NOT BE