DOC1653223843.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 SCARLET HOTEL SITE DEVELOP LEASE

SIX LLC

Contact Patrick Murphy

Sourcing Agent Melody Stark Email nick.dawes@atriumhospitality.

com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Department Contact Ian Francis

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Central CHRIE Conference participant lodging. Tax exempt.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW 34124 $4,165 $4,165 10/16/2025 10/19/2025

COMPETITION/BID INFORMATION

Bid Number

Competition Under $10k

Contract Information

INTERNAL USE ONLY

Contract ID 341974

Title: Legal and Policy Compliance Addendum Revised: 160425

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the group meeting event dated concurrently with this Addendum (the “Agreement”) is effective 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 and governing body 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, and SCARLET HOTEL SITE DEVELOP LEASE SIX LLC (“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.

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

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement 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 herein 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 without the written agreement of the other party 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 courts located in Lancaster County, Nebraska. Any legal action by Supplier in relation to the Agreement shall be instituted in accordance with the provisions of the Nebraska State

Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

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 acts or omissions of Supplier and its officers, employees, agents, and subcontractors under the Agreement.

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.

6. Taxes and Fees. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, Supplier shall be solely responsible for the payment of those taxes.

Revised: 160425

If a tariff is imposed on any Deliverables provided under this Agreement, each party shall pay an equal share of the costs of such tariff.

7. 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. The certification and warranty set forth in this section 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.

8. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, 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 Supplier (a) to notify University of any requested redactions to the Agreement, any amendment to the Agreement, and any document incorporated by reference into the Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

9. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of the Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

10. Federal Funding Compliance. If the Agreement involves federal funds, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to Supplier’s performance under the Agreement; (b) Supplier certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of the Agreement.

If the Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

If Supplier has fifty (50) or more employees and the Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐

741, subpart C. If Supplier has fifty (50) or more employees and the Agreement involves payment of https://statecontracts.nebraska.gov/

Revised: 160425

$150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extend any of the provisions of Appendix II to 2 CFR Part

200 apply to the Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

11. Nondiscrimination. Neither Supplier 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. §§ 48-1101 to 48-1125).

12. Logos or University Marks. 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 shall 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.

13. Right to Audit Privilege. University reserves the right to audit or inspect work performed by

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.

14. 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.

15. Conflict of Interest. Supplier certifies, to the best of its knowledge and belief, that (a) there is no unresolved actual or potential conflict of interest related to the Agreement and (b), if Supplier is a University employee, immediate family member of a University employee, or business associated with a University employee and the Agreement is valued at $2,000 or more, Supplier has, prior to execution of the

Agreement, provided written notification to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, of Supplier’s status as, relation to, or association with a

University employee and of the Agreement. If an actual or potential conflict of interest related to the

Agreement arises during the Term, Supplier shall provide to the vice president for business and finance or relevant vice chancellor for business and finance, as applicable, a written disclosure statement that describes all relevant information concerning the actual or potential conflict of interest. If the actual or potential conflict of interest cannot be resolved or University determines Supplier’s certification set forth in this section is false, University may declare the Agreement void and of no further force or effect and

University shall have no further obligations under the Agreement.

16. 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.

17. Insurance. 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 $1,000,000.00 per occurrence, and $3,000,000.00 general aggregate to cover such liability caused by, or arising out of, activities of 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 $10,000,000.00 per occurrence and in the aggregate to cover such liability resulting or arising from acts, errors, or omissions in rendering such

Revised: 160425 technology services, software, or support. Upon request by University, 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 the Agreement. Supplier shall assess its own risks and, if it deems appropriate, maintain higher limits or broader coverages. Supplier shall, upon request, 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.

18. Notice. Any notice required or permitted to be given under the Agreement shall be in writing, sent via certified mail or hand delivery, effective when received, and delivered to the addresses provided on the signature page of this Addendum.

19. 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 effective date of the 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.

20. No Personal Liability. In no event shall any regent, official, officer, employee, agent, or student of

University be personally liable or responsible for any representation, statement, covenant, warranty, or obligation contained in, or made in connection with, the Agreement, express or implied.

21. Foreign Adversary Certification. The terms in this section defined in Neb. Rev. Stat. § 73-903 shall have the meaning defined therein. If the Agreement is for a technology-related product or service and no exception set forth in Neb. Rev. Stat. § 73-906(2) applies, Supplier certifies that it is not a scrutinized company, it will not subcontract with any scrutinized company for any aspect of performance of the

Agreement, and any products or services provided under the Agreement do not originate with a scrutinized company. The certification set forth in this section shall be an ongoing certification during the term of the

Agreement and Supplier shall immediately notify University of any change in the status of the certification set forth in this section.

22. Unenforceability of Certain Terms. For the purposes of this section, “University” expressly includes any University employee acting in the course and scope of employment. 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 making the Agreement period perpetual, providing for unlimited renewals of the

Agreement, or 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 to indemnify or to hold harmless Supplier or any third party for any act or omission;

Revised: 160425

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

e. 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 Agreement be resolved in courts other than the courts of the State of Nebraska;

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

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

h. Any term limiting Supplier’s or any third party’s liability for damages to University 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 this Addendum or the Agreement to be maintained, by Supplier; (vi) damages arising from the gross negligence or willful misconduct of Supplier, its employees, its subcontractors, or its agents; and (vii) damages arising from Supplier’s breach of data security or confidentiality obligations under the Agreement;

i. Any term permitting unilateral modification of the Agreement by Supplier or any third party;

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

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

l. Any term binding University 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;

m. Any term requiring University to endorse or perform any act that may be perceived as an endorsement of a commercial good or service, Supplier, or any third party;

n. Any term requiring University to waive its rights to a jury trial or to participate in a class action; or

o. Any term granting Supplier or any third party a security interest in property of University.

[Signature page to follow]

Revised: 160425

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:

Notices to University shall be sent to:

Notices to Supplier shall be sent to:

With copy to:

Legal Notices C/O P2P Procurement Contracts 1700 Y Street, BSC 125 Lincoln, NE 68588-0645

With copy to (optional):

4890-8857-9324, v. 15

Patrick Murphy

07/17/25 | 09:17 PDT

patrick.murphy@scarlethotelnebraska.com

Director of Sales

Patrick Murphy

Michael J Zeleny

07/21/25 | 10:08 CDT

Michael J Zeleny

Vice Chancellor for Business and Finance

MIKE.ZELENY@UNL.EDU

Page 1 of 6 Version 1.0

MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

DESCRIPTION OF GROUP AND EVENT

The following represents an agreement between The Scarlet, Lincoln, a Tribute Portfolio Hotel, 2101 Transformation Drive, Lincoln, NE, 68508, (531) 300-6300 and University of Nebraska-Lincoln College of HRTM.

ORGANIZATION: University of Nebraska-Lincoln College of HRTM

CONTACT: Name: Kristin Malek

Job Title: Event Management Extension Specialist

Street Address: 202J Ruth Leverton Hall

City, State, Postal Code: Lincoln, NE 68583

Phone Number: (402) 472-3867

E-mail Address: drkevents@unl.edu

NAME OF EVENT: UNL Central CHRIE Conference

REFERENCE #: M-UK1YQV2

OFFICIAL PROGRAM DATES: Thursday, 10/16/2025 - Sunday, 10/19/2025

GUEST ROOM COMMITMENT/GROUP ROOM RATES

The Hotel agrees that it will provide, and Group agrees that it will be responsible for utilizing, 35 room nights in the pattern set forth below (such number and such pattern, the “Room Night Commitment”):

CHRIE

Date Day Standard Double Queen Standard King Total Rooms

10/16/2025 Thu 2 3 5

10/17/2025 Fri 10 10 20

10/18/2025 Sat 5 5 10

Start Date End Date Room Type Single

10/16/2025 10/18/2025 Standard Double Queen $119.00

10/16/2025 10/18/2025 Standard King $119.00

Hotel’s room rates are subject to applicable state and local taxes (currently 16.74%) in effect at the time of check-out.

COMMISSION

The group room rates listed above are net non-commissionable. University of Nebraska-Lincoln College of HRTM will advise its designated agency of these rates and address any resulting agency compensation issues directly with the management of the appropriate agency.

GUARANTEED RESERVATIONS

All reservations must be accompanied by a first night room deposit or guaranteed with a major credit card or by University of Nebraska-Lincoln College of HRTM. Hotel will not hold any reservations unless secured by one of the above methods.

CUTOFF DATE

Reservations by attendees must be received on or before 5:00 PM, Wednesday, September 17, 2025 (the “Cutoff Date”).

At the Cutoff Date, Hotel will review the reservation pickup for the Event, release the unreserved rooms for general sale, and determine whether it can accept reservations based on a space- and rate-available basis at the University of

Nebraska-Lincoln College of HRTM group rate after this date.

Release of rooms for general sale following the Cutoff Date does not affect University of Nebraska-Lincoln College of

HRTM’s obligation, as discussed elsewhere in this Agreement, to utilize guest rooms.

NO ROOM TRANSFER BY GUEST

University of Nebraska-Lincoln College of HRTM agrees that neither University of Nebraska-Lincoln College of HRTM nor attendees of the Event nor any intermediary shall be permitted to assign any rights or obligations under this Group Sales

Page 2 of 6 Version 1.0

Agreement, or to resell or otherwise transfer to persons not associated with University of Nebraska-Lincoln College of

HRTM reservations for guestrooms, meeting rooms or any other facilities made pursuant to this Group Sales Agreement.

BILLING ARRANGEMENTS

The following billing arrangements apply: Individual to Pay: Individual to pay all charges (cash-paying guests may be asked to leave a cash or credit card deposit to guarantee payment).

MASTER ACCOUNT

Hotel must be notified in writing at least 30 days prior to arrival of the authorized signatories and the charges that are to be posted to the Master Account. Any cancellation or attrition fees will be billed to the Master Account.

METHOD OF PAYMENT

The method of payment of the Master Account will be established upon approval of University of Nebraska-Lincoln College of HRTM’s credit. If credit is approved, the outstanding balance of University of Nebraska-Lincoln College of HRTM

Master Account (less any advance deposits and exclusive of disputed charges) will be due and payable upon receipt of invoice.

University of Nebraska-Lincoln College of HRTM will raise any disputed charge(s) within [NUMBER OF DAYS] days after receipt of the invoice. The Hotel will work with University of Nebraska-Lincoln College of HRTM in resolving any such disputed charges, the payment of which will be due upon receipt of invoice after resolution of the dispute. If payment of any invoice is not received within thirty (30) days of the date on which it was due, Hotel will impose a finance charge at the rate of the lesser of 1-1/2% per month (18% annual rate) or the maximum allowed by law on the unpaid balance commencing on the invoice date.

University of Nebraska-Lincoln College of HRTM has indicated that it has elected to use the following form of payment:

[ ] Direct Bill [agreed alternative]

University of Nebraska-Lincoln College of HRTM may not change this form of payment.

In the event that credit is not approved, University of Nebraska-Lincoln College of HRTM agrees to pay an advance deposit in an amount to be determined by the Hotel in its reasonable discretion, with the full amount due prior to the start of the group’s event.

Client gives hotel permission to charge credit card used for previous deposit(s) to fulfill future contracted deposit and payment obligations if an alternative method of payment is not received by the contracted due date.

ROOMS ATTRITION – Rooms Per Night

Hotel is relying upon University of Nebraska-Lincoln College of HRTM’s nightly use of the Room Night Commitment and, if applicable, the Minimum Banquet Food and Beverage Revenue . University of Nebraska-Lincoln College of HRTM agrees that a loss will be incurred by Hotel if University of Nebraska-Lincoln College of HRTM’s actual usage is less than

80% of the Room Night Commitment on any night of the Event.

Hotel agrees to allow for a 20% reduction in the nightly Room Night Commitment. Each night during the Event, Hotel will subtract the actual room usage for that night and the amount of permissible attrition for that night from the Room Night

Commitment for that night. The difference of room nights will be multiplied by the group’s average room rate (excluding staff and or complimentary rooms) and the resulting amount will be posted as attrition charges to University of

Nebraska-Lincoln College of HRTM’s Master Account, plus applicable taxes, at the conclusion of the Event.

Additionally, at the conclusion of the Event, if the actual banquet food and beverage revenue is less than the Minimum

Banquet Food and Beverage Revenue, forty percent (40%) of the difference will be posted to the Master Account.

These charges represent a reasonable effort on behalf of the Hotel to establish its loss prospectively and shall be due as liquidated damages.

CANCELLATION

University of Nebraska-Lincoln College of HRTM acknowledges that if it cancels or otherwise essentially abandons its planned use of the Room Night Commitment (a “Cancellation”), this action would constitute a breach of University of

Nebraska-Lincoln College of HRTM’s obligation to Hotel and Hotel would be harmed. Because Hotel’s harm (and

University of Nebraska-Lincoln College of HRTM’s obligation to compensate Hotel for that harm) is likely to increase if

Page 3 of 6 Version 1.0 there is a delay in notifying Hotel of any Cancellation, University of Nebraska-Lincoln College of HRTM agrees to notify

Hotel, in writing, within five (5) business days of any decision to Cancel. In addition, if a Cancellation occurs, the parties agree that:

a. it would be difficult to determine Hotel’s actual harm;

b. the sooner Hotel receives notice of the Cancellation, the lower its actual harm is likely to be, because the probability of mitigating the harm by reselling space and functions is higher; and

c. the highest percentage amount in the chart (the “Chart”) set forth below reasonably estimates Hotel’s harm for a last-minute cancellation and, through its use of a sliding scale that reduces damages for earlier cancellations, the Chart also reasonably estimates Hotel’s ability to lessen its harm by reselling University of Nebraska-Lincoln College of

HRTM’s space and functions.

University of Nebraska-Lincoln College of HRTM therefore agrees to pay Hotel, within thirty (30) days after any

Cancellation, as liquidated damages and not as a penalty, the amount listed in the Chart below.

Date of Cancellation Total Amount of Liquidated Damages Due

Date of Agreement to 90 days prior 50% of Total Room Revenue*

From 90 days to 30 days prior 75% of Total Room Revenue*

From 30 days to date of arrival 100% of Total Room Revenue*

* “Total Room Revenue” is the dollar amount equal to the number of room nights in the Room Night Commitment multiplied by University of Nebraska-Lincoln College of HRTM’s average room rate (excluding staff room rates and complimentary rooms, if any). If applicable, state and local taxes will be added to the amounts listed above.

Provided that University of Nebraska-Lincoln College of HRTM timely notifies Hotel of the Cancellation and timely pays the above liquidated damages, Hotel agrees not to seek additional damages from University of Nebraska-Lincoln College of

HRTM relating to the Cancellation.

IMPOSSIBILITY

The performance of this Agreement is subject to termination without liability upon the occurrence of any circumstance beyond the control of either party – such as acts of God, war, acts of terrorism, government regulations, disaster, strikes, civil disorder, or curtailment of transportation facilities – to the extent that such circumstance makes it illegal or impossible for the Hotel to provide, or for groups in general to use, the Hotel facilities. The ability to terminate this Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical - but in no event longer than ten (10) days - after learning of such basis.

COMPLIANCE WITH LAW

This Agreement is subject to all applicable federal, state, and local laws, including health and safety codes, alcoholic beverage control laws, disability laws, federal anti-terrorism laws and regulations, and the like. Hotel and University of

Nebraska-Lincoln College of HRTM agree to cooperate with each other to ensure compliance with such laws.

CHANGES, ADDITIONS, STIPULATIONS, OR LINING OUT

Any changes, additions, stipulations or deletions including corrective lining out by either Hotel or University of

Nebraska-Lincoln College of HRTM will not be considered agreed to or binding on the other unless such modifications have been initialed or otherwise approved in writing by the other.

LITIGATION EXPENSES

The parties agree that, in the event litigation relating to this Agreement is filed by either party, the non-prevailing party in such litigation will pay the prevailing party's costs resulting from the litigation, including reasonable attorneys’ fees.

LIQUOR LICENSE

University of Nebraska-Lincoln College of HRTM understands that Hotel’s liquor license requires that beverages only be dispensed by Hotel employees or bartenders. Alcoholic beverage service may be denied to those guests who appear to be intoxicated or are underage.

COMPLIANCE WITH EQUAL OPPORTUNITY LAWS

Employment obligations as a federal contractor or subcontractor: Davidson Hospitality Group is an equal opportunity and

Page 4 of 6 Version 1.0 affirmative action employer. To the extent applicable under federal contracting/subcontracting regulations, the parties agree that they shall abide by the requirements of 41 CFR Section 60-1.4(a); 41 CFR Section 60-300.5(a); 41 CFR Section

60-741.5(a); and 29 CFR Part 471, Appendix A to Subpart A with respect to affirmative action program and posting requirements, and that these requirements are incorporated herein. These regulations require that covered prime contractors and subcontractors ensure nondiscrimination and take affirmative action in employment to employ and advance qualified individuals without regard to sex, gender identity, sexual orientation, race, color, religious creed, national origin, physical or mental disability and protected veteran status.

PRIVACY

Marriott International, Inc. (“Marriott”) is committed to complying with obligations applicable to Marriott under applicable privacy and data protection laws, including to the extent applicable EU data protection laws. Hotel shall comply with the then-current Marriott Group Global Privacy Statement (the “Privacy Statement,” currently available at http://www.marriott.com/about/privacy.mi) with respect to any personal data received under this Agreement.

Without limiting the foregoing obligation, Hotel has implemented measures designed to: (1) provide notice to individuals about its collection and use of their personal data, including through the Privacy Statement; (2) use such personal data only for legitimate business purposes; (3) provide means by which individuals may request to review, correct, update, suppress, restrict or delete or port their personal data, consistent with applicable law; (4) require any service providers with whom personal data is shared to protect the confidentiality and security of such data; and (5) use technical and organizational measures to protect personal data within its organization against unauthorized or unlawful access, acquisition, use, disclosure, loss, or alteration.

University of Nebraska-Lincoln College of HRTM will obtain all necessary rights and permissions prior to providing any personal data to Hotel, including all rights and permissions required for Hotel, Hotel affiliates, and service providers to use and transfer the personal data to locations both within and outside the point of collection (including to the United States) in accordance with Hotel’s privacy statement and applicable law. Notwithstanding any other provision, Hotel may use an individual’s own personal data to the extent directed by, consented to or requested by such individual.

IN-HOUSE EQUIPMENT

Hotel will provide, at no charge, a reasonable amount of meeting equipment (for example, chairs, tables, etc.). These complimentary arrangements do not include special setups or extraordinary formats that would deplete Hotel’s present in-house equipment to the point of requiring rental of an additional supply to accommodate University of Nebraska-Lincoln

College of HRTM’s needs. If such special setups or extraordinary formats are requested, Hotel will present University of

Nebraska-Lincoln College of HRTM two (2) alternatives: (1) charging University of Nebraska-Lincoln College of HRTM the rental cost for additional equipment, or (2) changing the extraordinary setup to a standard format, avoiding the additional cost.

UNATTENDED ITEMS/ADDITIONAL SECURITY

The Hotel cannot ensure the security of items left unattended in function rooms. Special arrangements may be made with the

Hotel for securing a limited number of valuable items. If University of Nebraska-Lincoln College of HRTM requires additional security with respect to such items or for any other reason, the Hotel will assist in making these arrangements. All security personnel to be utilized during the Event are subject to Hotel approval.

USE OF OUTSIDE VENDORS

If University of Nebraska-Lincoln College of HRTM wishes to hire outside vendors to provide any goods or services at

Hotel during the Event, University of Nebraska-Lincoln College of HRTM must notify Hotel of the specific goods or services to be provided and provide sufficient advance notice to the Hotel so that the Hotel can (i) determine, in Hotel’s sole discretion, whether such vendor must provide Hotel, in form and amount reasonably satisfactory to Hotel, an indemnification agreement and proof of adequate insurance, and (ii) approve, using reasonable judgment, the selection of the outside vendor and the goods or services to be provided by such outside vendor to University of Nebraska-Lincoln

College of HRTM, taking into consideration: (a) whether Hotel offers such goods and services; (b) the risk level posed by certain activities; and (c) the safety and well-being of guests at Hotel.

PERFORMANCE LICENSES

University of Nebraska-Lincoln College of HRTM will be solely responsible for obtaining any necessary licenses or permission to perform, broadcast, transmit, or display any copyrighted works (including without limitation, music, audio, or video recordings, art, etc.) that University of Nebraska-Lincoln College of HRTM may use or request to be used at the Hotel.

https://protect-us.mimecast.com/s/SER-CG6QzAUg2xQpIWyIbY

Page 5 of 6 Version 1.0

ACCEPTANCE

When presented by the Hotel to University of Nebraska-Lincoln College of HRTM, this document is an invitation by the

Hotel to University of Nebraska-Lincoln College of HRTM to make an offer. Upon signature by University of

Nebraska-Lincoln College of HRTM, this document will be an offer by University of Nebraska-Lincoln College of HRTM.

Only upon signature of this document by all parties will this document constitute a binding agreement. Unless the Hotel otherwise notifies University of Nebraska-Lincoln College of HRTM at any time prior to University of Nebraska-Lincoln

College of HRTM’s execution of this document, the outlined format and dates will be held by the Hotel for University of

Nebraska-Lincoln College of HRTM on a first-option basis until 06/30/2025. If University of Nebraska-Lincoln College of

HRTM cannot make a commitment prior to that date, this invitation to offer will revert to a second-option basis or, at the

Hotel’s option, the arrangements will be released, in which case neither party will have any further obligations.

Upon signature by both parties, University of Nebraska-Lincoln College of HRTM and the Hotel shall have agreed to and executed this Agreement by their authorized representatives as of the dates indicated below.

SIGNATURES

Approved and authorized by University of Nebraska-Lincoln College of HRTM:

Name: (Print) ______________________________________

Title: (Print) ______________________________________

Signature: ______________________________________

Date: ______________________________________

Approved and authorized by Hotel:

Name: (Print) Ioan Baciu

Title: (Print) General Manager

Approved and authorized by Hotel:

Name: (Print) Patrick Murphy

Title: (Print) Director of Sales

Anti-Fraud Disclosure

Electronic communications such as email, text messages and social media messaging (“Unsecure Electronic Communication”), are neither secure nor confidential. While The Scarlet, Tribute Portfolio Hotel (the “Hotel”) has adopted policies and procedures to aid in avoiding fraud, even the best security protections can still be bypassed by unauthorized parties. Please be advised that the Hotel will never send you any Unsecure Electronic Communication changing the wire instructions originally provided to you from the Hotel or instructing you to provide nonpublic personal information, such as credit card or debit numbers or bank account and/or routing numbers via email, text message or social media message. Communications from the

Hotel requesting payment and/or signed authorization form will only come to you via a secure method such as Sertifi or

DocuSign.

07/17/25 | 10:33 CDT

07/17/25 | 09:17 PDT

Michael J Zeleny

Vice Chancellor for Business and Finance

07/21/25 | 10:08 CDT

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YOU SHOULD NEVER TRANSMIT NONPUBLIC PERSONAL INFORMATION, SUCH AS CREDIT OR DEBIT CARD

NUMBERS OR BANK ACCOUNT OR ROUTING NUMBERS, BY UNSECURED ELECTRONIC COMMUNICATION.

EMAILS ATTEMPTING TO INDUCE FRAUDULENT WIRE TRANSFERS ARE COMMON AND MAY APPEAR TO

COME FROM A TRUSTED SOURCE. YOU SHOULD ALWAYS CALL THE SALES DEPARTMENT AT THE HOTEL

AT [CONTACT NUMBER] (NOT USING ANY PHONE NUMBER PROVIDED ON THE WIRE INSTRUCTION SHEET)

TO VERIFY ANY WIRE TRANSFER INSTRUCTIONS WITH PRIOR TO WIRING FUNDS.

If you receive any Unsecure Electronic Communication by changing the wire instructions or requesting you to provide nonpublic personal information via such Unsecure Electronic Communication, EVEN IF THAT ELECTRONIC

COMMUNICATION APPEARS TO BE FROM THE HOTEL, do not respond to it and immediately contact the Hotel to confirm that communication. Such requests, even if they may otherwise appear to be from the Hotel may be part of a scheme to defraud you by stealing funds from you or using your identity to commit a crime. To notify the Hotel of suspected fraud related to your event at the Hotel, contact: [designate email address and phone number that will be monitored for prompt local action and notification to Hotel].

ACKNOWLEDGMENT: I/we have read this Anti-Fraud Disclosure and understand that the Hotel will never send me/us any electronic communication changing the wire instructions or instructing me to transfer funds or provide financial account numbers or other nonpublic personal information via electronic communication.

Client Signature (Date) Hotel Signature (Date)

07/17/25 | 09:17 PDT07/21/25 | 10:08 CDT

Certificate Of Completion Envelope Id: 455CA2A5-1924-4647-A4DE-BDF30666A747 Status: Completed

Subject: CW34197 - The Scarlet Hotel Lincoln Central CHRIE Conference October 2025

Source Envelope:

Document Pages: 13 Signatures: 7 Envelope Originator:

Certificate Pages: 5 Initials: 0 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

7/17/2025 8:38:06 AM

Holder: Melody Stark melody.stark@nebraska.edu

Location: DocuSign

Signer Events Signature Timestamp Ioan Baciu ibaciu@scarlethotelnebraska.com

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 209.50.26.70

Sent: 7/17/2025 8:40:54 AM

Viewed: 7/17/2025 10:33:01 AM

Signed: 7/17/2025 10:33:45 AM

Electronic Record and Signature Disclosure:

Accepted: 7/17/2025 10:33:01 AM ID: dcd3f86f-7251-4e7a-8d47-d0380e7374ac

Patrick Murphy patrick.murphy@scarlethotelnebraska.com

Director of Sales

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

Using IP Address: 72.46.52.226

Sent: 7/17/2025 10:33:47 AM

Viewed: 7/17/2025 11:17:12 AM

Signed: 7/17/2025 11:17:36 AM

Electronic Record and Signature Disclosure:

Accepted: 7/17/2025 11:17:12 AM ID: 5594d1d3-6bc4-4ad9-8822-0f16136fa373

Michael J Zeleny

MIKE.ZELENY@UNL.EDU

Vice Chancellor for Business and Finance

University of Nebraska - Lincoln

Security Level: Email, Account Authentication (None)

Signature Adoption: Pre-selected Style

Using IP Address: 129.93.161.230

Signed using mobile

Sent: 7/17/2025 11:17:38 AM

Viewed: 7/18/2025 2:39:17 PM

Signed: 7/21/2025 10:08:05 AM

Electronic Record and Signature Disclosure:

Accepted: 8/15/2023 9:56:40 PM ID: 94bec322-c55c-43c1-bbc4-965e579c19e3

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 Ian E Francis ian.francis@huskers.unl.edu

Security Level: Email, Account Authentication (None)

Sent: 7/17/2025 8:40:53 AM

Electronic Record and Signature Disclosure:

Not Offered via Docusign

Melody Stark melody.stark@nebraska.edu

Sourcing Agent

University of Nebraska

Security Level: Email, Account Authentication (None)

Sent: 7/21/2025 10:08:07 AM

Electronic Record and Signature Disclosure:

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

Witness Events Signature Timestamp

Notary Events Signature Timestamp

Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/17/2025 8:40:53 AM

Certified Delivered Security Checked 7/18/2025 2:39:17 PM

Signing Complete Security Checked 7/21/2025 10:08:05 AM

Completed Security Checked 7/21/2025 10:08:07 AM

Payment Events Status Timestamps

Electronic Record and Signature Disclosure

ELECTRONIC RECORD AND SIGNATURE DISCLOSURE

From time to time, NU Contracts+Ariba (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system.

Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature

Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies

At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time

(usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a

$0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent

If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind

If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically

Electronic Record and Signature Disclosure created on: 5/16/2023 6:53:28 PM Parties agreed to: Ioan Baciu, Patrick Murphy, Michael J Zeleny, Melody Stark

Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given

us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact NU Contracts+Ariba:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: richard.horner@nebraska.edu

To advise NU Contracts+Ariba of your new email address

To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at richard.horner@nebraska.edu and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To request paper copies from NU Contracts+Ariba

To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to richard.horner@nebraska.edu and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

To withdraw your consent with NU Contracts+Ariba

To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may;

ii. send us an email to richard.horner@nebraska.edu and in the body of such request you must…