DOC1471445249.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 Rainsdana.rains@atriumhospitality .com

REQUESTING DEPARTMENT

Participating Campuses

UNMC

Administrative Unit/Dept.

Primary Contact Name

Bari Stinson

Primary Contact Email bastinson@unmc.edu

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name) agreement for block rooms for the COD reunion weekend in October 2025 - zero dollar contract. Guests will pay for their rooms.

Purchase Category Travel

Total Amount of Spend zero dollar Start Date 10/2/202512

:00 AM

End Date 10/5/2025

BID INFORMATION

Bid Number

Competitive Review Findings

Under $50k

Contract Information

INTERNAL USE ONLY

CW28057

mailto:bastinson@unmc.edu

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.

Sales Manager

Dana Rains

02/18/25 | 11:38 CST

02/18/25 | 11:45 CST

Tina Bretting

Director Sales & Events

Assistant Vice Chancellor for Business F

02/18/25 | 21:06 CST

Michael Hrncirik

GROUP SALES AGREEMENT

(Guest Rooms Only)

This Group Sales Event Agreement (“Agreement”) is by and between The Board of Regents of the University of Nebraska on behalf of the UNMC Dental Alumni Association (“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

UNMC College of Dentistry Alumni Weekend Rooms Only Thu 10/02/2025 Fri 10/03/2025 Sat 10/04/2025 Occupancy Rooms Rate Rooms Rate Rooms Rate

2 Queen Beds Suite

Single 2 $149.00 2 $349.00 2 $349.00

Double $149.00 $349.00 $349.00

Triple $164.00 $379.00 $379.00

Quad $179.00 $399.00 $399.00

Standard King Suite

Single 12 $129.00 18 $299.00 18 $299.00

Double $129.00 $299.00 $299.00

Triple $144.00 $324.00 $324.00

Quad $159.00 $349.00 $349.00

Special Reservation Requirements:

Guests are required to book one of the following lengths of stay:

o Thursday night only o Friday and Saturday Night o Thursday, Friday and Saturday Night

All reservations staying over the Friday and Saturday night will have a 30 day individual cancellation policy (no cancellation within 30 days prior to arrival).

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.

Especially Prepared for: Event & Hotel Information:

Client Contact Name: Bari Stinson Name of “Event”:

UNMC College of Dentistry Alumni Weekend Rooms Only

Title: Alumni & Student Relations Associate Date(s) of Event:

Thursday, October 2, 2025 - Sunday, October 5, Responsible Party (Company Name or Individual):

The Board of Regents of the University of Nebraska on behalf of the UNMC Dental Alumni Association

Post to Reader Board as:

UNMC College of Dentistry Alumni Weekend Rooms Only

Address: 985200 Nebraska Medical Center Hotel Contact:

Dana Rains

City, State, Zip: Omaha, NE 68198-5200 Title: Sales Manager

Property Address:

1040 P Street Lincoln, NE 68508

Phone: (402) 559-4385 Phone: (402) 473-4733

Email bastinson@unmc.edu Email: dana.rains@atriumhospitality.com

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. Valet parking is available for $24.00 per day. (or current rate at the time of event). Special event parking rates will apply for Friday and Saturday stay and is based on availability.

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.

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 Tuesday, September 2, 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).

AGREED MINIMUM ROOM NIGHT REVENUE: Based on the Total Contracted Rooms and the stated rates, the “Agreed Minimum Room Night Revenue” is $14,006.00.

ROOM BLOCK COMMITMENT: When you contract for a block of rooms, those room nights 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 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 ("attrition"). In most instances, when groups do not use their contracted room nights, the Hotel is unable to resell those room nights and even when room nights 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 may be resold, it is costly to re-market the rooms and such efforts divert the attention of our sales staff from selling the Hotel’s rooms 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 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. 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 plus applicable taxes.

Cancelled more than 181 days prior to arrival 50% of total amount, plus applicable taxes

Cancelled 91 - 180 days prior to arrival 75% of total amount, plus applicable taxes

Cancelled within 90 days prior to arrival 90% of total amount, plus applicable taxes

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 U3363 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.

Checks and money orders should be made payable to Embassy Suites by Hilton Lincoln and be delivered to: Embassy Suites by Hilton Lincoln, Attention:

Accounting Department, 1040 P Street, Lincoln, NE 68508.

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: attrition charges, cancellation 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.

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.

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. 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.

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.

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 Tuesday, February 18, 2025.

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 the UNMC Dental Alumni Association

HOTEL:

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

Group: UNMC College of Dentistry Alumni Weekend Rooms Only

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]]

02/18/25 | 11:38 CST

02/18/25 | 11:45 CST

02/18/25 | 21:06 CST

Michael Hrncirik

Terms and Conditions Atrium Hospitality 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 location, and (5) the cost, if any, of reprinting collateral material. Except as specifically provided in this Agreement, Hotel shall not be liable to Group for any indirect, incidental, consequential, or special damages.

8. CANCELLATION DUE TO CHANGE IN HOTEL OWNERSHIP OR MANAGEMENT: The Parties agree that Hotel may cancel the Event without liability to the Group if the Hotel undergoes a change in ownership or management company and the new owner or manager does not assume this Agreement.

9. CANCELLATION OF FUTURE CONTRACTED EVENTS BY HOTEL: Should a Group's master account remain unpaid after 60 days, or if advance payments requested are not paid as required, in addition to its other remedies, Group and the Hotel agree that the Hotel, at its sole option and without any liability to Hotel, may elect to cancel any subsequent arrangements agreed upon herein or any agreements separately made by that time between the Group and any Atrium Hospitality LP managed Hotel for additional conventions/meetings to be held in the future, and that in such event the Hotel shall have no liability for such cancellation (no fees, charges, damages or penalties shall be due from the Hotel as a result of the cancellation and no claim shall be brought against the Hotel as a result of the cancellation). Group will be responsible for cancellation damages set forth in each of the event contracts in the event of cancellation by Hotel pursuant to this clause.

10. COMPLIANCE WITH OFAC LAWS: You represent and warrant that you and your Attendees are currently not on the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) List of Specially Designated Nationals and Other Blocked Persons (including terrorists and narcotics traffickers) (the "OFAC List"), nor on any similar restricted party listings, including those maintained by other governments pursuant to applicable United Nations, regional or national trade or financial sanctions. If you are added to any such restricted party list prior to your arrival date, then you must notify us immediately. The OFAC List can be found by visiting http://www.treasury.gov/resourcecenter/sanctions/SDN-List/Pages/default.aspx. We may cancel your Event and this Agreement without liability if we reasonably believe it is necessary to do so in order for us to comply with our obligations under such laws or regulations, including if you are added to any restricted party listings as described in this section.

11. ASSIGNMENT: The group may not assign any benefits arising under or associated in any way with the Hotel Agreement without the Hotel's prior written consent. This prohibition includes, without limitation, any reselling of guest rooms or function space without the Hotel's prior written consent.

12. SEVERABILITY; NON-WAIVER: Any provision of the Hotel Agreement that is held to be illegal or unenforceable in any jurisdiction shall be ineffective to the extent of such illegality or unenforceability without invalidating the remaining provisions and any such illegal or unenforceable provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.

Either party's failure to enforce any term or condition of this Agreement does not waive that party's right to enforce that or any other term or condition at any time.

13. COMPLIANCE WITH LAWS AND REGULATIONS: Group agrees to conduct the Event in an orderly manner in full compliance with applicable laws, regulations, and Hotel rules. Should Hotel incur any fees or costs associated with Group's compliance with such laws, regulations and rules, Group will be responsible for those fees and costs. Group assumes full responsibility for the conduct of all persons in attendance at the Event and for any damage done to any part of Hotel's premises during any time the premises are reserved for or in use by Group.

http://www.treasury.gov/resource%02center/sanctions/SDN-List/Pages/default.aspx

14. GOVERNING LAW: The Hotel Agreement is made and to be performed in the city, county and state in which the Hotel is located and shall be governed by and construed in accordance with city, county and state law. Group consents to the exercise of personal jurisdiction over it by the courts of the State in which the Hotel is located and agrees that all litigation regarding the Hotel Agreement shall be brought and maintained only in the courts of such state. In the event of litigation arising from or associated with this contract, the parties agree that the prevailing party therein shall recover its attorneys' fees and all litigation expenses, charges and costs incurred therein.

15. EQUAL OPPORTUNITY AND EXECUTIVE ORDERS: Equal Opportunity Clauses required by Executive Order 11246, as amended, the Vietnam Era Veterans' Readjustment Assistance Act of 1974, as amended, 38 U.S.C. 4212 (formerly 2012), Section 503 of the Rehabilitation Act of 1973, as amended, Executive Order 13201, as amended, and their implementing regulations at 41 CFR Chapter 60 (including 41 CFR 60-1.4, 41 CFR60-250.5, 41 CFR60-300.5 and 41 CFR 60-741.5 respectively), Executive Order 13465 (73 FR 67704) paragraphs: (a) 1-4 of the Contract Clause Section of Executive Order 13496 and any valid notice requirements under Executive Order 13496 (29 CFR part 471.2(d)) are part of this Agreement and binding upon the Parties, including any contractor, subcontractor, vendor, or supplier) unless exempted by rules, regulation or orders of the Secretary of Labor. The Parties further agree to adhere to all federal, state and local nondiscrimination laws regarding equal opportunity for all persons without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability or veteran's status.

16. FUNCTIONS: For your Event, the following will apply:

Overtime: You agree to begin your Event promptly at the scheduled start time and to have your attendees, invitees and other persons vacate the designated function space at the agreed upon end time. You must reimburse us for any overtime wage payments or other expenses incurred by us because of your failure to comply with these requirements.

Set Up Charges: Should extensive meeting room set-ups or elaborate staging be required, there will be a set-up charge to cover Hotel costs and additional labor. If equipment is necessary that exceeds Hotel's inventory, then you agree to pay for the cost of renting this additional equipment.

Outside Contractors: The Hotel offers all services necessary for a successful meeting. However, if Group finds it necessary to use outside services, any companies, firms, agencies, individuals and groups hired by or on behalf of Group shall be subject to prior written approval of the Hotel, and Hotel may have a list of approved contractors. Upon prior reasonable notice to the Hotel from Group, Hotel shall cooperate with such contractors and provide them with facilities at the premises to the extent that the use and occupancy of the facilities by the contractor does not interfere with the use and enjoyment of the Hotel premises by employees and other guests and patrons of the Hotel. Group's contracts with its contractors will all specify that contractor will indemnify, defend and hold Hotel harmless from and against any and all damages or liabilities which may arise from such contractors' activities at the Hotel. Any contracted company working at Hotel is required to carry and maintain workers' compensation insurance in statutory amounts; comprehensive general public liability insurance covering automobile, personal injury and property damage with single limits of not less than two million dollars ($2,000,000) per person per occurrence. All such policies (except workers' compensation) shall specifically state Hotel and Atrium Hospitality LP is named as an additional insured. Such insurance shall be primary and not contributory with any insurance maintained by the Hotel Parties. The Hotel reserves the right to advance approval of all specifications, including electrical requirements, from all outside contractors, and to charge a fee for outside services brought into the Hotel. Group bears all responsibility for the payment of any charges incurred at the Hotel by its contractors.

Security: If required, in Hotel's reasonable judgment, or upon request of the Group, in order to maintain adequate security measures in light of the size and/or nature of the Event, you will provide, at your expense, security personnel supplied by a licensed guard or security agency, which agency will be subject to Hotel's prior approval. Such security personnel shall not carry weapons unless prior written approval is granted by Hotel.