Midtown Parks Conservancy
Event Planning Guide - Appendix B – Page 2
Revised 06-15-18
notwithstanding any action, inaction or negligence of the insured or of any other person(s) (including Licensee
or MPC Insured Parties) which might otherwise result in a diminution or loss of coverage, including "breach of
warranty", and (vi) provide that the respective interests of the Licensee and MPC Insured Parties shall be
insured regardless of any breach or violation by the Licensee, MPC Insured Parties or any other person of
any warranty, declaration or condition contained in or with regard to such insurance policies.
INDEMNIFICATION
Agreement to Indemnify: To the maximum extent allowed by applicable law, the Licensee covenants and
agrees to and hereby does indemnify, protect, defend and hold MPC, the Authority, the Zone, the District,
and the City of Houston, and each of their respective partners, directors, officers, shareholders,
members, agents, employees, auditors, advisors, consultants, servants, counsel, contractors,
subcontractors (of any tier), lessees, sublessees, licensees, lenders, successors, assigns, legal
representatives, elected and appointed officials, volunteers and affiliates (collectively, the "MPC
Indemnitees") harmless from and against any and all demands, claims, suits, losses, damages, causes of
action, fines, penalties, liabilities, costs, settlements, judgments and expenses (collectively, "Indemnity
Claims"), including, but not limited to, those Indemnity Claims arising in favor of or brought by any of the
Licensee's guests, invitees, employees, agents, consultants, contractors (of any tier), suppliers, vendors or
representatives or any other person directly or indirectly employed by Licensee or any of the foregoing or for
whose actions Licensee or any of the foregoing may be liable (collectively, the "Licensee Parties"), or
arising in favor of or by any governmental authority or any other third party, whether arising in equity, at
common law or by statute (including, but not limited to, the Texas Deceptive Trade Practices Act or
similar statutes of other jurisdictions), or under the law of contracts, torts (including,
but not limited to,
negligence and strict liability without regard to fault) or property, of every kind or character (including,
but not limited to, Indemnity Claims for death, personal injury, emotional distress, discriminatory denial
of access or real or personal property damage) and which are based upon, in connection with, relating to or
arising out of, directly or indirectly (i) the Event or Licensee's use or occupation of the Park or any portion
thereof in connection with same, (ii) Licensee's breach of the License Agreement, (iii) the actions, inactions,
negligence, gross negligence or willful misconduct of any Licensee Parties, (iv) the failure of any Licensee
Party to comply with all applicable laws in connection with the Event or the use or occupation of the Park
or any portion thereof or (v) any infringement of any intellectual property rights arising out of the Event
or the exercise of the Licensee's rights or performance of the Licensee's obligations under the License
Agreement, EVEN IF DUE IN WHOLE OR IN PART TO ANY MPC INDEMNITEE'S NEGLIGENCE OR OTHER
FAULT, VIOLATION OF STATUTE (INCLUDING, BUT NOT LIMITED TO, THE TEXAS DECEPTIVE TRADE
PRACTICES ACT) OR STRICT LIABILITY; PROVIDED, HOWEVER, THAT THE LICENSEE'S OBLIGATION
OF
INDEMNIFICATION HEREUNDER SHALL NOT EXTEND TO THE PERCENTAGE OF ANY INDEMNITY CLAIMS
CAUSED BY ANY MPC INDEMNITEE'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. The obligations of
the Licensee shall not be construed to negate, abridge or reduce the rights or obligations of indemnity,
which would otherwise exist as to any MPC Indemnitee, but shall operate to expand or increase such
obligation, if applicable. None of (i) the insurance required by the Licensee, (ii) any other insurance
carried by the Licensee or any Licensee Party, (iii) MPC Indemnitees being named additional insured on
certain insurance carried by Licensee nor (iv) any benefits payable under any employee benefits acts shall
be construed as a limitation upon the duties and obligations of Licensee hereunder. This indemnity includes
Licensee's agreement to pay all costs and expenses of defense, including, but not limited to, attorney's fees
and expenses of litigation and court costs incurred by any MPC Indemnitee. This indemnity shall apply
without limitation to any liabilities imposed on any party indemnified hereunder as a result of any
statute, rule, regulation or theory of strict liability. The Licensee expressly assumes the entire liability
pursuant to this indemnification provision for any and all liabilities
arising in favor of any third party,
governmental authority or MPC Indemnitees.