DOC1475526909.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 Wyndham Garden State College

Contact and Email

Chelsea Frantz -cfrantz@wyngardenstatecollege.co m

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Primary Contact Name

Blake Chramosta

Primary Contact Email

BCHRAMOSTA@HUSKERS.COM

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

FB Hotel agreement for our game at Penn State

Purchase Category Travel

Total Amount of Spend

$176,345 Start Date 11/20/2025

12:00 AM

End Date 11/22/2025

11:59 PM

BID INFORMATION

Bid Number

Competitive Review Findings comparable

Contract Information

INTERNAL USE ONLY

CW27795

mailto:BCHRAMOSTA@HUSKERS.COM

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 Wyndham Garden State College(“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 two million dollars ($2,000,000) 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 one hundred thousand dollars ($100,000) 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. The University expects the hotel to maintain a nine million ($9,000,000) umbrella policy and provide a COI. 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 with a thirty (30) day notice. 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.

Chelsea Frantz

Director of Sales

02/21/25 | 10:45 CST

AVP & Director of University Services

02/21/25 | 14:32 CST

Doug Carlson

02/21/25 | 14:32 CSTAVP & Director of University Services

Certificate Of Completion Envelope Id: 0EE6AD68-693A-431B-AB1F-63CA56712393 Status: Completed

Subject: CW27795 - Wyndham Garden_Athletics State College November 2025

Source Envelope:

Document Pages: 13 Signatures: 3 Envelope Originator:

Certificate Pages: 5 Initials: 1 Melody Stark

AutoNav: Enabled

EnvelopeId Stamping: Disabled

Time Zone: (UTC-08:00) Pacific Time (US & Canada)

1400 R Street

LINCOLN, NE 68588

melody.stark@nebraska.edu

IP Address: 35.223.106.21

Record Tracking Status: Original

2/11/2025 7:55:56 AM

Holder: Melody Stark melody.stark@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Chelsea Frantz cfrantz@wyngardenstatecollege.com

Director of Sales

Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style

Using IP Address: 50.237.166.46

Sent: 2/11/2025 7:58:36 AM

Resent: 2/21/2025 9:10:58 AM

Resent: 2/21/2025 10:44:10 AM

Viewed: 2/21/2025 10:45:17 AM

Signed: 2/21/2025 10:45:48 AM

Electronic Record and Signature Disclosure:

Accepted: 2/11/2025 9:27:51 AM ID: 33c12fc3-ee8e-4b3d-b59a-4206fb37dc09

Doug Carlson dougcarlson@nebraska.edu

AVP & Director of University Services

University of Nebraska

Security Level: Email, Account Authentication (None)

Signature Adoption: Drawn on Device

Using IP Address: 129.93.161.219

Sent: 2/21/2025 10:45:49 AM

Viewed: 2/21/2025 2:32:10 PM

Signed: 2/21/2025 2:32:45 PM

Electronic Record and Signature Disclosure:

Accepted: 10/25/2023 3:32:47 PM ID: 4a88cc25-8c59-4e69-a50d-c62593e32a4c

In Person Signer Events Signature Timestamp

Editor Delivery Events Status Timestamp

Agent Delivery Events Status Timestamp

Intermediary Delivery Events Status Timestamp

Certified Delivery Events Status Timestamp

Carbon Copy Events Status Timestamp Blake Chramosta bchramosta@huskers.com

Director of Business Administration

University of Nebraska

Security Level: Email, Account Authentication (None)

Sent: 2/11/2025 7:58:35 AM

Electronic Record and Signature Disclosure:

Accepted: 5/14/2024 8:07:16 AM ID: af04f079-f03e-4a59-9a4d-1483e161c322

Carbon Copy Events Status Timestamp Melody Stark melody.stark@nebraska.edu

Sourcing Agent

University of Nebraska

Security Level: Email, Account Authentication (None)

Sent: 2/21/2025 2:32:47 PM

Resent: 2/21/2025 2:32:50 PM

Viewed: 2/21/2025 2:34:23 PM

Electronic Record and Signature Disclosure:

Accepted: 11/13/2023 10:42:36 AM ID: f6be8008-ef45-4d6e-b4e3-5c6f95447db3

Blake Chramosta bchramosta@huskers.com

Director of Business Administration

University of Nebraska

Security Level: Email, Account Authentication (None)

Sent: 2/21/2025 2:32:48 PM

Viewed: 2/21/2025 2:38:39 PM

Electronic Record and Signature Disclosure:

Accepted: 5/14/2024 8:07:16 AM ID: af04f079-f03e-4a59-9a4d-1483e161c322

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/11/2025 7:58:35 AM

Envelope Updated Security Checked 2/21/2025 9:10:51 AM

Envelope Updated Security Checked 2/21/2025 9:10:51 AM

Envelope Updated Security Checked 2/21/2025 9:10:51 AM

Envelope Updated Security Checked 2/21/2025 9:10:51 AM

Envelope Updated Security Checked 2/21/2025 10:43:26 AM

Envelope Updated Security Checked 2/21/2025 10:43:26 AM

Envelope Updated Security Checked 2/21/2025 10:43:26 AM

Certified Delivered Security Checked 2/21/2025 2:32:10 PM

Signing Complete Security Checked 2/21/2025 2:32:45 PM

Completed Security Checked 2/21/2025 2:32:48 PM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

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Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Chelsea Frantz, Doug Carlson, Blake Chramosta, Melody Stark, Blake Chramosta

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