DOC1392733439.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier Embassy Suites-Lincoln

Contact and Email

Dana Rains

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

Primary Contact Name

Jennifer Schrodt

Primary Contact Email jschrodt2@unl.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Lodging, meeting space, and food for the Bean Improvement Meeting

Purchase Category Travel

Total Amount of Spend

$56,249 Start Date 11/3/2025

12:00 AM

End Date 11/5/2025

11:59 PM

BID INFORMATION

Bid Number

Competitive Review Findings comparative

Contract Information

INTERNAL USE ONLY

CW22958

UNIVERSITY OF NEBRASKA

LEGAL AND POLICY COMPLIANCE ADDENDUM

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the

Group Sales Agreement (Guest Rooms Only) (the “Agreement”) is made and entered as of the date of the last signature set forth below between the Board of Regents of the University of

Nebraska a public body corporate by and on behalf of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and University of Nebraska at Omaha), and such other institutions and units as may be designated by the Nebraska Legislature (each a “Campus” and collectively the “Campuses”), and (JDQH Hotels LLC d/b/a Embassy Suites by Hilton Lincoln

(“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience without the necessity of specifically negotiating a separate contract document.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain clauses in the Agreement cannot be accepted by University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth in this Addendum.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and herein and the above recitals, which are incorporated into this Addendum by this reference, the parties agree as follows:

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder shall be void.

3. Governing Law and Forum. The Agreement shall be governed by the laws of the State of Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state or federal courts located in Lancaster County, Nebraska. It is understood and agreed that any legal action by Supplier in relation to the Agreement may only be instituted in accordance with the provisions of the State Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81- 8,306), as amended.

4. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the performance or nonperformance by Supplier and its officers, employees, agents, and subcontractors.

5. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114, as amended.

6. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in Federal health care programs pursuant to 42 USC § 1320a-7. This shall be an ongoing certification and warranty during the term of the Agreement and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from Federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the Agreement may be terminated immediately, for cause, by University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from Federal health care program participation, such individual shall be removed from participating in the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

7. Taxpayer Transparency Act. Pursuant to Nebraska’s Taxpayer Transparency Act (Neb. Rev.

Stat. § 84-602.01), as may be amended), University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of the Supplier to notify University of any requested redactions to such contracts and documents under Neb. Rev. Stat. § 84-712.05(3) at the time of execution. In addition, Supplier agrees to defend any challenge to such redactions at its own expense.

8. Equal Opportunity (intentionally bolded). Supplier shall comply with 41 CFR §§ 60-1.4(a), 60- 300.5(a), and 60-741.5(a), which are incorporated by reference with the following statement: “This Contractor and subcontractor shall abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and

60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, national origin or for inquiring about, discussing, or disclosing compensation. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran status.”

9. Nondiscrimination. Supplier agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment Practice Act, Neb. Rev. Stat. § 48-1122, as amended.

10. Logos or University Marks. The Supplier shall not use or display any University campus name, logo, trademark, service mark (individually a “Mark” and collectively the “Marks”) and/or other indicia designated by University as a source identifier, unless expressly authorized in writing by University. Any unauthorized use of University Marks is expressly prohibited. Supplier agrees it will not use University’s name in any manner that acts as an endorsement or is an appearance of any endorsement in any promotion, advertisement, solicitation, or other communication, especially as it relates to Supplier’s business.

11. Right to Audit Privilege. University reserves the right to audit or inspect work performed by the Supplier under the Agreement. University may participate directly or through an appointed representative in order to verify that the services related to the Agreement have been performed in accordance with the procedures indicated.

12. Purchase Order Requirement. A purchase order shall be issued by University to Supplier for payment in accordance with the terms of the Agreement. All invoice(s) submitted by Supplier shall make reference to the appropriate purchase order number to be eligible for payment.

13. Conflict of Interest. No article or service shall be purchased from any University faculty or staff member without prior approval by the Vice Chancellor of Business and Finance and any such approved purchase shall comply fully with the requirements of the conflict of interest provisions of the Nebraska Political Accountability and Disclosure Act, Neb. Rev. Stat. §§ 49-1493 through 49-14,104. Supplier certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to the Agreement. If Supplier cannot so certify, it shall provide to University a disclosure statement that describes all relevant information concerning any potential conflict of interest under the Agreement. In the event the potential conflict of interest cannot be resolved, University may declare the Agreement void and of no further force or effect and University shall have no further obligations under the Agreement.

14. Compliance. Supplier and its employees and agents will comply with all laws, ordinances, codes, rules, regulations, and licensing requirements that are applicable to the conduct of its business, including those of federal, state, and local agencies having jurisdiction and/or authority, as well as applicable University policies.

15. Insurance. The Supplier shall at its own expense obtain and maintain throughout the term of the Agreement general commercial liability insurance against claims for bodily injury, death, and property damage with limits of not less than one million dollars ($1,000,000) per occurrence, and three million dollars ($3,000,000) general aggregate to cover such liability caused by, or arising out of, activities of the Supplier and its agents and/or employees while engaged in or preparing for the provision of the goods or services provided under the Agreement. If the goods or services include providing technology services, software, or support, Supplier shall obtain and maintain cyber liability insurance coverage of not less than ten million dollars ($10,000,000) per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such technology services, software, or support. Upon request by University, the Supplier shall furnish to University certificates of insurance evidencing such insurance is effective prior to commencement of work under the Agreement. By requiring such minimum insurance, University shall not be deemed or construed to have assessed the risk or limited the liability that may be applicable to Supplier under this Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier further agrees, upon request, to include University as an additional insured on its general liability insurance policy on a primary and non-contributory basis. Supplier is not relieved of any liability or other obligations assumed or pursuant to the Agreement by reason of its failure to obtain or maintain insurance in sufficient amounts, duration, or types.

16. Notice. Any notice to either party hereunder shall be in writing and shall be served either personally, by email (to the extent an email address is set forth below), or by registered or certified mail. All such notices shall be effective when received and shall be addressed to the following individuals at the following addresses:

To the Supplier:

To the University:

17. Unavailability of Funding. Due to possible future reductions in State and/or Federal funds, University cannot guarantee the continued availability of funding of the Agreement notwithstanding the consideration contained within the Agreement. In the event funds to finance the Agreement become unavailable, either in full or in part, due to such reductions, University may terminate the Agreement or reduce the consideration upon notice in writing to Supplier. Said notice shall be delivered by certified mail (return receipt requested) or in person (with proof of delivery). University shall be the final authority as to the availability of funds. The effective date of such termination or reduction in consideration shall be the actual effective date of the elimination or reduction of funding. In the event of a reduction in consideration, Supplier may cancel the Agreement as of the effective date of the proposed reduction upon the provision of advance written notice to University. Supplier shall be entitled to receive just and equitable compensation for any satisfactory work performed up to the date of the notice of termination. In the event of unavailability of funding, University shall not be liable for any penalty, expense, or liability, or for general, special, incidental, consequential, or other damages resulting therefrom.

18. Unenforceability of Certain Terms. Notwithstanding any provision of the Agreement to the contrary, any of the following terms within the Agreement shall have no effect and shall not be enforceable:

a. Any term automatically continuing the Agreement period from term to term;

b. Any term requiring or stating that the terms of the Agreement shall prevail over the terms of this Addendum in the event of conflict;

c. Any term requiring University (or any University employee acting in the course and scope of employment) to indemnify or to hold harmless Supplier for any act or omission;

d. Any term requiring University to add Supplier as an additional insured;

e. Any term imposing interest charges contrary to those allowed by Neb. Rev. St. § 81-2404;

f. Any term requiring the application of the law of any state other than the State of Nebraska in interpreting or enforcing the Agreement or requiring or permitting that any dispute under the contract be resolved in the courts of any state other than the State of Nebraska;

g. Any term limiting or adding to the time period within which claims can be made or actions can be brought;

h. Any term waiving the sovereign immunity of the State of Nebraska;

i. Any term limiting Supplier’s liability for damages to University (or any University employee acting in the course and scope of employment) for any cause whatsoever related to: (i) intellectual property indemnity required by the Agreement; (ii) liquidated damages assessed under the Agreement; (iii) claims for personal injury, including death; (iv) claims for damage to real property or tangible or intangible property arising from Supplier’s acts or omissions under the Agreement; (v) any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by the Agreement or this Addendum to be maintained, by Supplier; and (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents;

j. Any term permitting unilateral modification of the Agreement by Supplier;

k. Any term obligating University to pay attorneys’ fees;

l. Any term requiring the confidentiality of records in contravention of the Nebraska public records statutes, Neb. Rev. Stat. §§ 84-712 through 84-712.09;

m. Any term binding University (or any University employee acting in the course and scope of employment) to any method of resolution of disputes under the Agreement not instituted in accordance with the provisions of Neb. Rev. Stat. §§ 81-8,302 to 81-8,306;

n. Any term requiring any University employee acting in the course and scope of employment to guarantee performance or any obligation under the Agreement;

o. Any term granting Supplier a security interest in property of University; or

p. Any term granting control of litigation or settlement to Supplier or any third party.

IN WITNESS WHEREOF, the parties have entered into this Addendum as of the date set forth below.

Board of Regents of the University of Nebraska

Signature:

Printed Name:

Date:

Title:

Supplier

Signature:

Printed Name:

Date:

Title:

Signature:

Printed Name:

Date:

Title:

I affirm that if I am an employee of the University of Nebraska, I have notified the University of my status as an employee and that this contract must be completed in accordance with Board of Regents Policy 6.2.1.16, Purchases Involving University Personnel.

12/12/24 | 12:37 CST

Dana Rains

Sales Manager

Tina Bretting

12/12/24 | 12:38 CST

Director Sales & Events

Michael J Zeleny

Vice Chancellor for Business and Finance

12/13/24 | 22:51 CST

GROUP SALES EVENT AGREEMENT

This Group Sales Event Agreement (“Agreement”) is by and between The Board of Regents of the University of Nebraska on behalf of UNL Department of Agronomy and Horticulture (“Group” or “you” or “your(s)”) and JDHQ Hotels LLC, d/b/a Embassy Suites by Hilton Lincoln (the “Hotel” or “we” or “us” or “our”). Group and Hotel are each a “Party” and, collectively, the “Parties”).

GUEST ROOM BLOCK AND RATES: Once this Agreement is accepted, we will remove from our inventory and consider sold to you for your use guest room nights (i.e., sleeping rooms) pursuant to the following arrival and departure schedule (the “Total Contracted Rooms” or “Room Block”).

Rates for your Event are confirmed as shown in the schedule.

GUEST ROOMS and RATES

Bean Improvement Cooperative & North American Pulse Improvement Association

Sun 11/02/2025 Mon 11/03/2025 Tue 11/04/2025

Occupanc y

Rooms Rate Rooms Rate Rooms Rate

Standard Two-Room

Suite

Single 20 $139.00 120 $139.00 120 $139.00

Double $139.00 $139.00 $139.00

Triple $154.00 $154.00 $154.00

Quad $169.00 $169.00 $169.00

Wed 11/05/2025 Thu 11/06/2025

Occupanc y

Rooms Rate Rooms Rate

Standard Two-Room

Suite

Single 120 $139.00 80 $139.00

Double $139.00 $139.00

Triple $154.00 $154.00

Quad $169.00 $169.00

Total Room Nights Agreed: 460

All guest rooms are run-of-the-house unless otherwise set forth above. Guestroom types (kings, double/doubles, etc.) cannot be guaranteed and will be reserved on a first-come, first-served basis.

Room rates quoted above are non-commissionable, net rates, subject to tax, which is currently 16.74% but will be the tax rate in effect at the time of the stay. You confirm that you have dealt directly with us, and have not used any person or service entitled to a commission.

PARKING

There will be a charge of $13.50 for guests’ overnight self-parking; and an hourly charge for your attendees who are not staying at the Hotel complimentary for the first hour, $1.50 each hour thereafter and a maximum charge of $13.50 per day, per entry. Valet parking is available for $24.00 per day. (or current rate at the time of event)

Especially Prepared for: Event & Hotel Information:

Client Contact Name: Connie Hansen Name of “Event”: Bean Improvement Cooperative & North American Pulse Improvement Association

Title: Events Coordinator Date(s) of Event: Monday, November 3, 2025 - Friday, November 7, 2025

Responsible Party (Company Name or Individual):

The Board of Regents of the University of Nebraska on behalf of UNL Department of Agronomy and Horticulture

Post to Reader Board as:

Bean Improvement Cooperative & North American Pulse Improvement Association

Address: 377 Plant Science Hall Hotel Contact: Dana Rains

City, State, Zip: Lincoln, NE 68583 Title: Sales Manager

Property Address: 1040 P Street Lincoln, NE 68508

Phone: (402) 472-8747 Phone: (402) 473-4733

Email chansen1@unl.edu Email: dana.rains@atriumhospitality.com

Group shall be solely and fully responsible for informing its attendees of these fees and that they are separate and distinct from the room rate and from taxes. Group may not, in any printed materials regarding the Event or in any other manner, lump these fees into any category such as tax or room rate.

COMPLIMENTARY ACCOMMODATIONS

The Hotel will provide one (1) complimentary room night, at the lowest Group room rate, on a cumulative basis, for each (40) room nights within the schedule set forth above (excluding staff rooms) actually occupied by Group’s attendees and paid for at the full contract rate. The Hotel shall credit Group’s Master Account for the total number of complimentary accommodations accrued by Group at the conclusion of your Event.

SPECIAL CONCESSIONS

Complimentary meeting space with met food and beverage minimum

20% discount on hotel owned audio-visual rentals

Hotel will work with the group to customize menus to include as many of the group’s products as possible (beans, chickpeas & lentils)

Hotel will provide Five (5) VIP Parking Passes for complimentary parking

ROOM RESERVATION PROCEDURES

In order to assign specific room types to your attendees, each guest room in your Room Block must be confirmed no later than Monday, October 13, 2025 (“Reservation Due Date”). The Hotel has no obligation to provide room nights beyond those contained in the Room Block.

Telephone reservations (or online) In order to assign individuals to specific rooms, room reservations will be required. We understand that your guests will be phoning in their reservation requests, to the following number: 402.474.1111, or through the Hotel’s web link to be provided once this agreement is signed by all parties. It is important that each of your guests contact the Hotel by Reservation Due Date and identify themselves as part of your group. It would be appreciated if the Hotel could be included on the attendee mailing list, to stay informed as to when reservations are likely to begin arriving. The Hotel does not confirm reservations to the individual in writing.

After Reservation Due Date as described above and prior to your arrival date, all room nights which have not been reserved as described above will be deemed to be room nights which your group will not use, and they will become subject to the attrition provisions herein. Such room nights will at that date be returned to the Hotel's general inventory. Reservation requests from your attendees received after Reservation Due Date will be accepted on a space available basis, at the higher of the contract rate or rate available at that time. Should such requests be accepted, such room nights will be credited to your block for purposes of any calculation of attrition.

CHECK-IN I CHECK-OUT

Guest accommodations will be available at 4:00 PM on arrival day and reserved until 12:00 PM on departure day. The Hotel would appreciate receiving flight arrival times for your group, if available. Any attendee wishing special consideration for late checkout should inquire at the front desk on the day of departure. Should the Hotel allow for late check-out; it may impose a half day rate.

GUEST ROOM CHARGES

No charges to Master Account:

Each Event guest will pay his or her account upon departure. Group assumes full and sole responsibility for informing all attendees of the room rate, applicable taxes, and that parking is separate and distinct from the room rate and from taxes. Group shall inform its attendees of this policy. Each guest will be required to present a valid credit card upon check-in on which an amount of sufficient pre-authorization can be obtained to cover the room and tax charges for the length of the guest’s stay, plus any charges for the guest’s use of the Hotel’s ancillary services. Should any guest not settle his or her account in full upon departure, you will be responsible for the outstanding balance (which may be added to your Master Account or billed to you separately).

MEETING REQUIREMENTS

Though we usually charge for usage of our function space, the Hotel will provide all of the function space you require in accordance with the Schedule of Events described below on a complimentary basis in recognition of the revenue we anticipate we will derive from the provision of room nights and food and beverage services and ancillary services in connection with your Event. The Hotel reserves the right to adjust function space at the reservations due date if attendance projects lower than contracted. Please ensure that the schedule below includes all space necessary to accommodate your set-up and break-down times, all audio-visual needs, head tables and displays.

SCHEDULE OF EVENTS

Date Time Event Class Room Setup AGR

Mon, 11/03/25 5:30 PM - 7:00 PM Reception Atrium Reception 180

Tue, 11/04/25 8:00 AM - 10:00 PM Meeting Regents AB Crescent Rounds 180

Tue, 11/04/25 8:00 AM - 10:00 PM Meeting Regents C Crescent Rounds 70

Tue, 11/04/25 8:00 AM - 1:00 PM Meetings Alumni Conference 25

Tue, 11/04/25 8:00 AM-10:00 PM Poster Session Regents DEF See Special Set Up 60

Tue, 11/04/25 12:15 PM - 1:15 PM Lunch Buffet Atrium - ALL Existing Setup 180

Wed, 11/05/25 8:00 AM - 10:00 PM Meeting Regents AB Crescent Rounds 180

Wed, 11/05/25 8:00 AM - 10:00 PM Meeting Regents C Crescent Rounds 70

Wed, 11/05/25 8:00 AM-10:00 PM Poster Session Regents DEF See Special Set Up 60

Wed, 11/05/25 8:00 AM - 1:00 PM Meetings Alumni Conference 25

Wed, 11/05/25 12:15 PM - 1:15 PM Lunch Buffet Atrium - ALL Existing Setup 180

Wed, 11/05/25 7:00 PM - 8:30 PM Dinner Buffet Regents CDEF Rounds 180

Thu, 11/06/25 8:00 AM - 10:00 PM Board Meeting Alumni Conference 25

Thu, 11/06/25 8:00 AM - 10:00 PM Meeting Regents AB Crescent Rounds 100

Thu, 11/06/25 12:15 PM - 1:15 PM Lunch Buffet Atrium - ALL Existing Setup 100

Thu, 11/06/25 8:00 AM - 10:00 PM Meeting Regents C Crescent Rounds 100

Specific meeting rooms cannot be guaranteed and are subject to change.

For the safety and protection of your guests, a $75.00++ security fee will be added to all cash and host bars. All cash and host bars will carry a $35.00++ per hour / per bartender fee.

GUARANTEED ATTENDANCE AND MENU SELECTIONS: Though this number will not affect the Agreed Minimum Food and Beverage Revenue figure noted below, the final attendance for your function must be received in writing by the event services office NO LATER THAN 12:00PM, three (3) working days before the date of the function. This will be the number for whom the Hotel will prepare food for the function. The Hotel cannot be responsible for service, accommodations or guaranteeing the same menu items for more than three percent over your guaranteed number of people. If a guarantee is not given to the Hotel by the specified time and date, the original estimated attendance would be considered the final guarantee. Your final menu selections must be made no later than 10 days prior to commencement of your Event. A Banquet Event Order will be sent to you to confirm all final arrangements and prices. If you do not advise Hotel of any corrections or changes to the Banquet Event Order by the date requested by Hotel, the Banquet Event Order will be considered accepted by you as correct. Group will be responsible for the charges listed on the Banquet Event Order or the Agreed Minimum Food and Beverage Revenue figure, whichever is greater, plus applicable tax and service charges. Diagrams and identification of the Hotel’s meeting space to be used for your Event may not be disseminated by the Group without the Hotel’s prior approval.

SERVICE CHARGE: A service charge of 25% (or the current service charge in effect on the day of the Event) will be assessed on all charges relating to your Event including, but not limited to, food and beverage, audio visual, connectivity, meeting room rental, labor fees and any other charges relating to your Event, plus any applicable state and/or local taxes. This service charge is not a gratuity and is the property of Hotel to cover discretionary and administrative costs of the Event. We will endeavor to notify you in advance of your Event of any increases to the service charge should different amounts be in effect on the day of your Event.

AGREED MINIMUM ROOM NIGHT REVENUE: Based on the Total Contracted Rooms and the stated rates, the “Agreed Minimum Room Night Revenue” is $63,940.00.

AGREED MINIMUM FOOD AND BEVERAGE REVENUE: Based on the above Schedule of Events, the “Agreed Minimum Food and Beverage Revenue” is $25,000.00. This amount does not include service charges or taxes, if applicable, which are noted separately herein, and any additional requested function space or food and beverage shall be extra. If the Agreed Minimum Food and Beverage Revenue Figure is not met, any balance will be posted as a food and beverage attrition charge to your Master Account, plus applicable taxes and service charges.

ROOM BLOCK AND SERVICES COMMITMENT: When you contract for a block of rooms and meeting facilities and for food and beverage services, those room nights, facilities and services are removed from our inventory and considered sold to you, and the Hotel makes financial plans based upon the revenues it expects to achieve from your full performance of this Agreement. It is impossible for the Hotel to know in advance whether or under what circumstances or at what rates it would be able to resell your contracted room nights, services or facilities if you do not use them, either as the result of a cancellation of your Event (“cancellation”) or as the result of usage of less than your Total Contracted Rooms and/or contracted food and beverage services for the above Schedule of Events ("attrition"). In most instances, when groups do not use their contracted room nights or services, the Hotel is unable to resell those room nights or services and even when room nights or services are resold, they are generally not resold at the same rates, may be resold to groups which would have utilized the Hotel at another time, are resold to groups that do have the same needs as the original group, etc. Even when rooms or services may be resold, it is costly to re-market the rooms and facilities, and such efforts divert the attention of our sales staff from selling the Hotel’s rooms and facilities for other times. While your Room Block has been held out of our inventory, we may have turned away more lucrative groups in order to meet our commitment to you.

For all these reasons and others, the Parties agree that in the event of cancellation or attrition, the following charges, which represent a reasonable effort on behalf of the Hotel to establish its loss prospectively, shall be due as liquidated damages. Because the Hotel reasonably expects to derive revenue from your Event above and beyond the revenue derived from the provision of room nights and food and beverage services, and because it is difficult to estimate the actual revenue which may be derived from your Event, the amounts due as and for liquidated damages are intended to compensate the Hotel for all of its losses associated with cancellation and/or attrition.

ATTRITION: We agree to allow for a 20% reduction from the Agreed Minimum Room Night Revenue, (“Permitted Attrition”). At the conclusion of your Event, we will credit against the Agreed Minimum Room Night Revenue the guest room revenue derived from your Event, and also credit any Permitted Attrition. Any balance will be posted as a charge to your Master Account, plus applicable taxes and service charges.

CANCELLATION: It is understood that Hotel loses substantial revenue upon the Group’s cancellation of an event. The amount of those losses is often difficult or impossible to determine. Hotel has set forth the following fee schedule in the event of cancellation. The parties agree that these fees are a fair and reasonable estimation of Hotel’s loss as a result of cancellation. Group shall pay the cancellation fee as liquidated damages, plus applicable taxes, if Group cancels or is deemed to have cancelled the Event.

If any single function is cancelled, the Group is responsible for the meeting room rental and any other applicable charges associated with that function. The Group is still expected to meet the Agreed Minimum Food and Beverage Revenue. Group agrees to notify Hotel in writing within five (5) business days of any decision to cancel. If the entire Event is cancelled Group agrees to pay Hotel, as follows:

CANCELLATION FEES:

Cancellation Fee is based on Agreed Minimum Room Night Revenue and Agreed Minimum Food and Beverage Revenue, all other applicable Event charges (e.g., setup charges, audio visual charges, etc.), service charges plus applicable taxes.

Cancelled more than 181 days prior to arrival From date of signature through Tuesday, May 6, 2025

50% plus applicable taxes $43,775.00

Cancelled 91 - 180 days prior to arrival Wednesday, May 7, 2025-Monday, August 4, 2025

75% plus applicable taxes $65,662.50

Cancelled within 90 days prior to arrival Tuesday, August 5, 2025 through arrival date

90% plus applicable taxes $78,795.00

Your written notice of cancellation must be delivered to Hotel, and may be made by facsimile or electronic transmission. Cancellation date will be considered the date such notification was received by Hotel. Liquidated damages resulting from cancellation shall be due and payable at the time of cancellation.

FORCE MAJEURE: No damages from either Party shall be due for a failure of performance due to Acts of God, war, terrorist act, riots, disaster or strikes, any one of which, to the extent, making performance impossible. Moreover, it will be considered a Force Majeure event if, within sixty days in advance of the scheduled event, the World Health Organization declares a pandemic, as the World Health Organization defines that term (or a previous such declaration remains in place), and as a result a government entity (other than Group or its affiliates in the case of a cancellation by Group) imposes a travel ban, or attendance ban for the location of the event that has the effect of prohibiting attendance at the event or use of the hotel facilities. In the case of a Force Majeure event, the non-performing party may terminate this Agreement, without liability, upon written notification. The Hotel shall have no liability for power disruptions of any kind.

DEPOSIT AND PAYMENT REQUIREMENTS: DB U821 If you wish to apply for credit, please complete the enclosed direct bill application form and return it with the signed Agreement. If you wish to pay by credit card, please complete the enclosed Credit Card Authorization form and return it with the signed Agreement. Unless prohibited by law, a 2.5% processing fee will be assessed on credit card payments on contracts involving an aggregate amount greater than $10,000.

Please note that any credit approvals will expire after 12 months. In addition, Hotel reserves the right to withdraw a prior credit approval if Group fails to pay in full charges associated with any prior event at the Hotel or any other hotel owned or operated by Atrium Hospitality or its affiliates, or if there is any material adverse change in Group’s credit standing. If credit approval is withdrawn or expires, Group must make deposit payments in accordance with the below schedule, with Group paying any previously scheduled deposit amounts by the earlier of (A) five (5) days after the Hotel notifies Group of the withdrawal or expiration of credit, or (B) three (3) days prior to the date of the Event.

If credit is not established in advance by Group with Hotel and maintained, you must make payments in accordance with the below payment schedule. All deposits will be credited to Group’s Master Account.

For payment by wire or ACH transfer, the Hotel’s current bank wire instructions have been sent along with the Hotel Agreement through Sertifi. You are responsible for ensuring any wire is sent to the correct account. If you receive wire instructions not sent through Sertifi at any time, even if the same appear to be sent by the Hotel, you must verify the same by calling the hotel accounting office using a trusted known or independently verified phone number.

If any deposit payment is not made when due, Hotel may, at its option, deem the Event to be canceled, in which case cancellation charges will apply as noted above and the Hotel will retain any deposits on hand and apply them to the cancellation charges.

In addition to any other amounts authorized by this Agreement, the following items shall be charged to the Master Account: banquet food and beverage charges, service charges, attrition charges, meeting space rental charges, cancellation charges, charges for third-party services and/or supplies arranged through the Hotel, audio-visual charges and any other charges billed to the Master Account at the request of the authorized representative of the Group, as designated by the Group in advance of the Event, plus applicable taxes and governmental charges. Except with respect to the Hotel’s exclusive audio-visual provider, a 10% administrative fee shall be included on any third-party services or supplies arranged through the Hotel. Group further agrees that all charges associated with use of the grounds, function space, facilities and services of the Hotel by its vendors shall be posted to the Master Account.

During the course of your Event, we would be pleased to meet with you each day at a mutually agreed upon time to review the charges applied to your Master Account and to keep it accurate and up to date. Please inform your Event Services Manager of a convenient time that you wish to establish for a daily meeting.

If credit was not established and maintained, any Master Account balance is due at the conclusion of the Event. Where credit was established and maintained, the Master Account balance will be invoiced to the Group within 10 days after the Event concludes, and shall be due and payable by Group within 10 days after the date of invoice. Master Account charges may be paid in the form of a check or bank transfer. All deposits, balances or charges not paid when due will bear interest at the lesser of 1.5% per month or the maximum rate permitted by law. Should the Hotel, in its sole discretion, deem collection action necessary in regard to any amounts payable by Group under this Agreement, all costs associated with that collection action, including reasonable attorney’s fees, shall be payable by Group and may be posted to the Master Account.

Individual guest accounts are paid via the credit card provided by the guest at check-in.

TAX EXEMPT STATUS: If Group maintains a tax exempt status, Hotel must be provided with a valid exemption certificate no later than thirty (30) days prior to Group’s arrival in order to be exempt from taxes. Please note, tax exempt status pertains to the Master Account only. Individual attendees are not tax exempt. Tax exempt status applies to sales tax only; other taxes may apply.

AUDIO-VISUAL EQUIPMENT: Group agrees to work exclusively with Hotel or Hotel’s exclusive audio-visual provider for Group’s audio-visual needs. Any exceptions require Hotel approval and shall be subject to a Hotel fee. Applicable service charges and taxes will apply to all charges for audio-visual services, whether provided by the Hotel or Hotel’s exclusive provider.

INSURANCE AND INDEMNIFICATION: Hotel and Group each agree to carry and maintain and provide evidence of liability and other insurance in amounts sufficient to provide coverage against any claims arising out of its activities or relating to its respective obligations under this Agreement, with liability coverage of not less than $2,000,000.00 per occurrence. Group’s insurance policy shall name the JDHQ Hotels LLC, d/b/a Embassy Suites by

Hilton Lincoln and Atrium Hospitality LP (collectively, the “Hotel Parties”) as additional insureds. With respect to any claims or other liability for which Group is responsible, Group’s insurance will be primary and not contributory to any insurance maintained by the Hotel Parties. Damage caused by the Group or its attendees or contractors will be the Group’s responsibility. The Hotel is not responsible for any loss or damage no matter how caused, to any samples, displays, properties, or personal effects brought into the Hotel, and/or for the loss of equipment, exhibits or other materials left in meeting rooms. Group will carry workers compensation coverage as required by law. Group will provide Hotel with a copy of their Certificate of Insurance no later than thirty (30) days prior to arrival.

For your information only, if you do not currently have insurance to cover your Event, single event insurance (sometimes called “private event insurance” or “special event insurance”) may be available for purchase at reasonable rates, including from reputable online insurance providers. This insurance protects you for covered matters that might occur during your Event and for which you might otherwise have liability. When purchasing single event insurance, you should select general liability and property damage coverage, and name JDHQ Hotels LLC, d/b/a Embassy Suites by Hilton Lincoln and Atrium Hospitality LP as additional insureds. And provide a copy of the insurance certificate to the Hotel sales team for placement in your file.

The Group shall indemnify, defend and hold harmless JDHQ Hotels LLC, d/b/a Embassy Suites by Hilton Lincoln and Atrium Hospitality LP and their respective officers, directors, partners, agents, members and employees from and against any and all demands, claims, damages to persons or property, losses and liabilities, including reasonable attorney’s fees (collectively “Claims”) arising out of or caused by the Group’s and/or its attendees’, members’, agents’, employees’, independent contractors’ or exhibitors’ negligence, including but not limited to claims arising out of the Group’s distribution of pre-keyed room key cards, rooming lists or any other confidential information relating to its attendees.

ELECTRICAL/PHONE SETUP: All electrical services and utilities, including phone and riggings, must be contracted for through the Hotel’s Event Services Department.

OUTSIDE FOOD AND BEVERAGE: Due to applicable law, you may not bring alcoholic beverages into the Hotel for your Event. You must obtain our prior approval before you bring any food or non-alcoholic beverages from outside sources into our Hotel. Service fees will apply to any outside food or beverage served in our function space, regardless whether Hotel labor is required. Outside vendors shall be required to comply with (A) all applicable rules and regulations of Hotel for outside contractors, and (B) such additional directives as may be instituted by Hotel from time to time for the protection of the hotel and its occupants.

These directives may include, without limitation, requirement of use of face masks, distancing, and protocols for the cleaning and sanitizing of areas and for the safe disposal of wastes.

WAIVER OF JURY TRIAL: HOTEL AND GROUP EACH hereby waives all right to trial by jury in any claim, action, proceeding or counter-claim by either Hotel or Group against each other on any matters arising out of or in any way connected with this Agreement.

ENTIRE AGREEMENT: This Agreement, including the below-referenced Additional Terms and Conditions, and the appendices, attachments, addenda and exhibits attached hereto and hereby incorporated herein, constitutes the entire agreement between the Parties superseding any and all prior proposals, negotiations, representations, commitments and other communications between the Parties, whether oral or written, concerning the Event. This Agreement shall be deemed “accepted“ and binding on the Parties only after it has been signed and delivered by a representative of the Group and thereafter by a representative of the Hotel. No representative of the Hotel is authorized to make any representation which varies from the express terms of this Agreement. This Agreement cannot be amended or supplemented except in writing signed by a representative of the Group and the Hotel’s Director of Sales or General Manager. Group shall present Hotel an executed version signed by Group’s representative prior to Friday, December 20, 2024.

ADDITIONAL TERMS AND CONDITIONS: By signing where indicated below, you are agreeing that in addition to the terms and conditions of this Agreement as set forth above, this Agreement also includes the general terms and conditions set forth in the Additional Terms and Conditions (collectively, the “Additional Terms and Conditions”) attached hereto, which terms and conditions are hereby incorporated into and made a part of this Agreement.

The undersigned expressly agree and warrant that they are authorized to sign and enter into this Agreement on behalf of the party for which they sign and if applicable on behalf of Group/Client named above.

ACCEPTED AND AGREED TO:

The Board of Regents of the University of Nebraska on behalf of UNL Department of Agronomy and Horticulture

HOTEL:

JDHQ Hotels LLC d/b/a Embassy Suites by Hilton Lincoln

Group: Bean Improvement Cooperative & North American Pulse Improvement Association

By: [[SertifiSignature_1]]

Name:

Dated: [[SertifiDate_1]]

By: [[SertifiSignature_2]]

Name: Dana Rains, Sales Manager Dated: [[SertifiDate_2]]

By: [[SertifiSignature_3]]

Name: Tina Bretting, Director of Sales & Marketing

Dated: [[SertifiDate_3]]

12/12/24 | 12:37 CST

12/12/24 | 12:38 CST

12/13/24 | 22:51 CST

Michael J Zeleny

ADDITIONAL TERMS AND CONDITIONS

If you have entered into an agreement with a hotel (the “Hotel”) operated by Atrium Hospitality LP or an affiliate thereof (a “Hotel Agreement”) and that Hotel Agreement expressly incorporates these Additional Terms and Conditions by reference, then these

Additional Terms and Conditions are included in, and constitute a part of the Hotel Agreement. Unless otherwise defined here, terms and phrases defined in the Hotel Agreement have the same definition in these Additional Terms and Conditions. For the entire term of your use and occupancy of the hotel premises during your Event, you shall comply with all of the requirements set forth herein.

1. GUEST RESERVATION INFORMATION: If you request that Hotel provide you and/or your representative(s) with access to guest reservation information pertaining to guests who have reserved rooms at the Hotel in connection with your Event (each, an “Attendee”), then you certify that you have already obtained, or will obtain, consent from each of your Attendees for the Hotel to provide to you and/or your representative(s) such Attendee’s reservation information, and you further agree to reimburse Hotel and Atrium Hospitality LP for any costs, damages, fees or expenses of any kind (including reasonable attorneys’ fees) arising from any claim(s) by an Attendee relating to the Hotel’s or Atrium Hospitality LP’s disclosure of any Attendee’s reservation information.

2. CREDIT CARD PAYMENTS: Hotel may utilize a third-party service to receive secure electronic payments and signatures authorizing said payments.

3. DISCLOSURE OF THIRD PARTY PAYMENTS: If the Hotel Agreement provides for the Hotel to pay a commission, rebate, subsidy, housing fee and/or event planner bonus, or provide any free or discounted guest rooms for any person, in connection with your Event (collectively, a “Third Party Payment”), then you (and your Meeting Planner if the Meeting Planner is signing the Hotel Agreement on your behalf) agree to take full responsibility for determining whether further disclosure of the Third Party Payment is required and for making such disclosure if it is required. You (and your Meeting Planner if the Meeting Planner is signing the Agreement on your behalf) further agree to reimburse us for any fees, costs, liabilities or expenses (including reasonable attorneys’ fees) that we incur should any person claim that disclosure was insufficient.

4. HOTEL LOGO: Group shall not use the name, trademark or logo or any other proprietary designation of the hotel in any advertising or promotional material without the prior written permission of the Hotel (except that Group may use the name and address of the hotel as reasonably required to identify the Event location and to advice the Group’s attendees concerning reservations and charges). Hotel has the right to review and approve in advance any advertisements or promotional materials in connection with Group function which specifically refers to the Hotel or uses its name or logo.

5. TAXES: All federal, state and local governmental taxes and charges related to the services rendered by the Hotel in connection with your Event are in addition to the prices for the services, and you agree to pay them in accordance with the payment terms set forth herein.

6. FORCE MAJEURE: No damages from either Party shall be due for a failure of performance due to Acts of God, war, terrorist act, riots, disaster or strikes, any one of which make performance impossible. The Hotel shall have no liability for power disruptions of any kind.

7. CANCELLATION BY HOTEL: In the event the Event is canceled by the Hotel for reasons other than those rights of termination outlined herein (or by Group due to default by Hotel), the Parties agree that Hotel’s liability to group for such cancellation shall be limited as described in this Paragraph. Group shall be entitled to move the Event to a comparable hotel of the same classification and scale, and the Hotel’s liability to group shall be limited to the following (subject to the Group’s duty to act reasonably to mitigate its damages): (1) the increase, if any, in room rate; (2) the increase, if any, in meeting space rental rates; (3) the increase, if any, in menu prices for comparable menus at contracted banquet food and beverage functions; (4) the cost, if any, of notifying attendees of the change in…