DOC1821008147.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 GRADUATE LINCOLN RAAJ LINCOLN

LESSEE LLC

Contact Corina Almanza

Sourcing Agent Melody Stark Email Corina.almanza@schultehospi tality.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Department Contact Casey Nugent

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

This is a contract to secure rooms for the May 13th -15th Common Solutions Group (CSG) meeting to be hosted at UNL.

Contract Document Document Amt Total Amt Start Date End Date Notes

CW38494

$29,480 05/12/2026 05/15/2026

COMPETITION/BID INFORMATION

Bid Number

Competition NCPD

Contract Information

INTERNAL USE ONLY

Contract ID CW38494

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 Room Block 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

GRADUATE LINCOLN RAAJ LINCOLN LESSEE 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

11/03/25 | 07:39 PST

Sales Manager

Corinia Almanza corina.almanza@schultehospitality.com

Corinia Almanza

Doug Carlson

11/05/25 | 08:28 CST

Doug Carlson dougcarlson@nebraska.edu

AVP & Director of University Services

GRADUATE LINCOLN GROUP AGREEMENT

Contract Creation Date: Monday, October 20, 2025

This Group Agreement (the “Group Agreement” and together with the Terms [as defined below] attached hereto, collectively, the “Agreement”) will become binding on both Parties only after it is signed by both Parties.

Company Name: Kesem at University of Nebraska - Lincoln (the “Group”)

Hotel Name: Graduate Lincoln (the “Hotel,” and with the Group, collectively, the “Parties”)

Contact Name: Casey Nugent Hotel Contact Name:

Corina Almanza

Contact Title:

Event Organizer

Hotel Contact Title:

Sales Manager

Address: Nebraska Hall 225

Address: 141 N 9th St

City, State, Zip: Lincoln, NE 68588-0525 City, State, Zip: Lincoln, NE 68508 E-Mail: Casey.nugent@nebraska.edu Email: corina.almanza@schultehospitality.com Phone: (402) 578 -9142 Phone: (402) 325-0255

Name of Event: CSG Spring 26

Event Dates: Tuesday, May 12, 2026 - Friday, May 15, 2026 (the “Event Dates”) The Hotel is pleased to offer the Group the following accommodations for the Event on the Event Dates:

Tue 05/12/2026 Wed 05/13/2026 Thu 05/14/2026

Rooms Rate Rooms Rate Rooms Rate

Graduate King S 75 $134.00 75 $134.00 70 $134.00

TOTAL ROOM BLOCK RESERVED: 220 (the “Room Block” or “Room Night Commitment”) The above quoted Group Room Rate does not include any applicable state or municipal taxes, fees or assessments. Group shall be responsible for any applicable taxes, fees, charges (including, without limitation, the Service Charge [as defined below]) and/or assessments, the amounts of which are subject to change with or without notice to Group. Group Room Rates will be subject to the prevailing local and state taxes at the time of occupancy. If Group is claiming tax-exempt status, then (1) Group must present all documentation required by Hotel and pay in the manner specified by Hotel and (2) Group hereby accepts all liability and agrees to indemnify Hotel for all taxes paid and all costs incurred, including attorneys’ and other professionals’ fees, if a taxing authority requires that Hotel remit tax for the Revenue Room Nights covered by this Agreement.

The term “Master Account” means a running invoice that includes all amounts payable by Group to Hotel under any provision of this Agreement. At least forty-five (45) days before the Event Date, Group will identify to Hotel, in writing, at least one representative of Group who will be present on the premises of Hotel throughout the Event (each such representative, an “Authorized Representative”).

The Room Night Commitment listed above will be considered Group’s definite commitments upon signing of this Agreement by both Parties and will be subject to all of the Graduate Terms and Conditions set forth on the following pages.

[Remainder of Page Intentionally Blank. Agreement Continues.]

SLEEPING ROOMS and RATES

GRADUATE TERMS AND CONDITIONS

(the “Terms”)

RESERVATIONS: Group acknowledges and agrees that Revenue Room Night reservations for the Event must be made by: no later than Tuesday, April 21, 2026 (the “Cutoff Date”). After the Cutoff Date Group and Guests acknowledge and agree that Hotel shall be permitted to release, for sale to the general public or to other groups, any Revenue Room Nights in the Room Block that have not been reserved as provided in this Agreement in an attempt to mitigate Hotel’s losses and Group’s reimbursement obligations as outlined herein. Hotel will continue to accept reservations from Group’s attendees and Guests after the Cutoff Date at the Hotel’s then prevailing room rate, subject to Hotel’s then current availability, at which time the Group Room Rate may not be available, and Group acknowledges and agrees that any reservations made after the Cutoff Date cannot be guaranteed by Hotel to be at the Group Room Rate set forth above.

On or before the Cutoff Date Group may avoid Hotel’s release of any number of un-booked sleeping rooms in the Room Block by guarantying payment for those sleeping rooms either by making a deposit in the full amount of the Room Night Commitment at the Group Room Rates plus taxes or, if Hotel has extended credit to Group, by agreeing in writing to have those amounts posted to Group’s Master Account.

Please initial below to approve the following billing instructions:

Charges to the individual: All Charges

Charges to the Group Master Account: N/A f[[SertifiInitial_1]]itial_1]]

Without billing instruction approval, Group acknowledges and agrees that any and all room and tax charges will be charged to Group’s Master Account.

Each individual Guest must make his or her own reservation by (y) calling 402-325-0255 or (z) using the booking link furnished by the Hotel no later than seven (7) days after the date this Agreement is executed. Guests making such reservations must identify themselves as members of the “CSG Spring 26” Event. All reservations must be accompanied by a first night room deposit or guaranteed with a major credit card. If a Guest does not cancel a reservation within twenty-four (24) hours before the scheduled date of arrival (such date, the “Arrival Date”), then Hotel may charge such Guest’s credit card one night’s room fee plus any applicable taxes.

Individual Guests will pay their own sleeping room rates (including any tax) and incidental charges (e.g., room service, gift shop charges and in-room entertainment fees). At the time of check-in, each Guest will be required to present a major credit card whose brand is accepted by Hotel, on which Hotel may place a hold or process a prepayment in the amount of the Guest’s estimated charges, which may include incidental charges and/or expenses.]]

COMMISSION / THIRD PARTY PAYMENTS: Rates are net non-commissionable

CANCELLATION: The favorable Group Room Rates and Event rates offered by Hotel are based in part upon the total gross revenue reasonably anticipated by Hotel from Group’s agreement to use and pay for the (Y) Room Block. Group and each Guest, having consulted with legal counsel of its and their own respective choosing, hereby acknowledge, agree and understand that in the event of a cancellation of the (x) Agreement, (y) Room Block or lack of full performance by Group and/or any Guest under the Agreement, Hotel’s actual damages would be difficult, if not impossible, to determine. Therefore, Group and each Guest agrees to pay reasonable liquidated damages to the Hotel for cancellation or lack of performance as described herein.

Cancellation damages will be calculated as a percentage, based on the date of cancellation listed below (such date, the “Cancellation Date”), of total anticipated gross revenues from all contracted sleeping Revenue Room Nights which liquidated damages calculations Group and each Guest acknowledges are fair and reasonable, and not a penalty or punitive, given the circumstances and considering the difficulty in ascertaining Hotel’s damages.

The following table contains an estimate (which the Parties acknowledge and agree is reasonable and fair) of the revenue to be generated from the Room Block. The table itself is not intended to warrant that the Room Block will generate these amounts of revenue. Neither is the table intended to prevent the Hotel from generating more than these amounts of revenue from the Event or Room Block.

Summary of Revenue Anticipated by Hotel from the Event

Room Block Revenue $29,480.00

Total Anticipated Event Revenue** $29,480.00 **This figure does not include administrative charges, service charges (including, without limitation, the Service Charge) taxes or fees for services by any authorized outside vendors.

Group acknowledges that if it cancels or otherwise substantially abandons the Room Block (a “Cancellation”), the Hotel will be significantly harmed. Group further acknowledges that the later the Group notifies Hotel of a Cancellation, the more harm Hotel will likely incur, because Hotel will have less time to mitigate its damages by marketing the sleeping Revenue Room Nights the Group abandoned to other customers and individual guests. Group also acknowledges that the actual amount of Hotel’s damages from any Cancellation would be difficult to calculate. Therefore, the Parties agree that if a Cancellation should occur for any reason (including Group’s relocation of the Event to another hotel or resort), then Group shall pay Hotel, as liquidated damages and not as a penalty, the applicable amount identified below, plus any applicable taxes (a “Cancellation Fee”).

Cancellation Date Percent of Total Revenue Owed

Amount

180 days in advance of 25% $7,370.00 179 days to 60 days in advance of 50% $14,740.00 59 to 30 days in advance of 75% $22,110.00 29 days or less in advance 100% $29,480.00

Group must provide Hotel any notice of a Cancellation in writing. If Group does not provide written notice of any Cancellation, then Hotel may assess any higher Cancellation Fee owed under the above schedule at the time it receives written confirmation of the Cancellation or the highest amount identified above if it receives no written confirmation. The Parties agree that the amounts in the above schedule are based on reasonable estimates of Hotel’s harm from Cancellation. Any Cancellation Fee will be added to Group’s Master Account and shall be due and payable immediately upon Cancellation.

ATTRITION: If Group's actual usage (the “Actual Usage”) slips below (y) 80% of the Room Night Commitment per night, Group agrees to pay, as liquidated damages and not as a penalty, the difference between (y) 80% of the Room Night Commitment and Group's Actual Usage, multiplied by the average Group Room Rate.

CHECK-IN/CHECK-OUT POLICY: Group is responsible for advising its attendees and all Guests that they are subject to the Hotel’s standard check in and check out times. Check-in time is (local time) and check-out time is (local time). Notwithstanding the foregoing, the Hotel will make every commercially reasonable effort to accommodate those Guests arriving prior to check-in time based upon Hotel’s then current availability. Special arrangements can be made to guarantee early check-in or late check-out prior to Group’s (or any of its attendees’ or Guests’) arrival at a half day rate based upon Hotel’s then current availability.

EARLY DEPARTURE FEE: In the event a Guest who has reserved a room within the Room Block checks out prior to such Guest’s reserved checkout date, an early departure fee equal to one guest room night’s rate and applicable tax (the “Early Departure Fee”) will be charged to (y) that Guest’s individual account or (z) if such Guest does not have an individual account, Group’s Master Account. Guests wishing to avoid this Early Departure Fee must advise the Hotel at or before their respective check-in.

The Hotel will deduct any such Early Departure Fees that are collected from such Guest from any amount Group may owe as sleeping room attrition.

PAYMENT IN ADVANCE: Unless Group has established credit in advance with the Hotel, by completing Hotel’s direct bill application and receiving approval from Hotel’s accounting office, the entire Total Revenues owed pursuant to the Agreement must be paid ten (10) days prior to the earlier of (y) the Event Date or (z) the Arrival Date by credit card, cash or certified check.

Hotel accepts American Express, Discover Card, JCB International, Master Card and Visa. A 3% processing fee will apply to all accounts settled by credit card.

Group acknowledges and agrees that a credit card must be provided upon execution of this Agreement until direct billing has been established. If credit has not been approved by Hotel for Group’s Event, the credit card provided to Hotel at the time the Agreement is executed will be charged the Total Revenues charges seventy-two (72) hours prior to the Event.

PARKING: The Hotel will provide Group with information regarding parking at the Hotel for overnight guests as well as event only Guests. Parking fees will be charged at the prevailing rate at the time of the Event. Oversized vehicle or bus parking can be arranged in advance with the Hotel based upon Hotel’s then current availability which may require additional charges.

SHIPPING & RECEIVING: If Group will be shipping packages to Hotel, Group must notify Hotel at least one week in advance.

Each package sent to Hotel must include the name of Group’s on-site representative, the name of the Group’s Event, the name of Group’s Hotel contact and the number of items contained in the package on each label. Each package should arrive no earlier than three (3) days before the Arrival Date. Hotel reserves the right to add storage fees to Group’s Master Account for any packages (y) that arrive earlier or (z) in excess of three (3) packages.

SECURITY: Hotel has no insurance for, and is not responsible for, any loss or damage to Group’s (or any of Group’s Guest’s or invitee’s) property. Group and each Guest agrees Hotel will not be responsible for the safe-keeping of equipment, supplies, written material or other valuable items left in meeting rooms, sleeping rooms or anywhere else on Hotel’s premises. Group and/or each applicable Guest is responsible for securing any such aforementioned items and hereby assumes responsibility for loss thereof. Group may not rely on any verbal or written assurances provided by Hotel staff, other than as provided in this Agreement. Property of Group is the sole responsibility of Group and/or its owner. Group warrants that it has procured sufficient insurance to cover the loss of such property and waives any claims under Hotel’s insurance policy for the loss of Group’s property or the property of any of its Guests, attendees or invitees. Hotel may, in its sole and absolute discretion, require additional security procedures, at Group’s sole expense, because of the size or nature of the Event. These procedures may include the assignment by Hotel of any additional security personnel employed by Hotel or supplied by a reputable licensed guard or security agency doing business in the city or county in which the Hotel is located (which may be the local police department), which agency will be subject to Hotel’s prior approval. Hotel may allow Group to retain an outside security service provider that is approved in writing by Hotel prior to the Event. If Group hires an outside service provider, Group must provide Hotel with a copy of its agreement with such service provider, which shall indemnify Hotel, its owner, its management company and each of their respective parents, subsidiaries and affiliates, and all of their respective owners, members, partners, directors, officers, employees, representatives and agents, from and against any liabilities related to the security services. Under no circumstances shall any armed security personnel be permitted onto the premises of Hotel without Hotel’s advanced written approval, which Hotel may grant or withhold in its sole and absolute discretion. For the safety of persons and property, no fireworks or incendiary devices may be at or adjacent to the Hotel. Group agrees to comply with all applicable federal, state and local laws, including health and safety codes and federal anti-terrorism laws and regulations including all provisions of the Patriot Act and regulations of the U.S. Department of Homeland Security and the Office of Foreign Assets Control. Group agrees to fully cooperate with Hotel and any relevant governmental authority to ensure compliance with such laws.

INDEMNIFICATION & INSURANCE: [If the hotel suffers and damage or loss due to Group’s actions/inactions and/or the Event, Group must protect/defend/indemnify Hotel, CHG, owner, etc.).] Group shall, except to the extent prohibited by applicable law, indemnify, defend and hold harmless Graduate Hotels, Hotel, [_] (i.e., Hotel’s owner), Hotel’s management company (including, without limitation, Collegiate Hotel Group, LLC), each of their respective affiliates and all of their respective officers, directors, agents, owners, principals, partners, members and employees from and against all demands, suits, judgments, settlements, claims, damages to persons and/or property, fines, government charges, costs, liens, losses and/or other liabilities, including reasonable attorneys’ and other professionals’ fees (collectively “Claims”) arising out of, connected to and/or related to the

(y) negligence or intentional misconduct of the Group, any Guest, Group’s Contractors or exhibitors, or their respective employees, agents, contractors or attendees or (z) Event, except those claims arising out of the sole negligence or willful misconduct of the Hotel. Group further agrees to obtain and keep in force General Liability Insurance covering the Event with limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per occurrence and to provide the Hotel with a certificate of insurance naming Hotel, Graduate Hotels, Collegiate Hotel Group, LLC and Hotel’s owner as an additional insured for the Event.

DAMAGE TO HOTEL PREMISES: To the fullest extent permitted by law, Group assumes full responsibility for and shall pay to repair any damage done to the Hotel during the Event or any setup for the Event or disassembly after the Event, to the extent that such damage is caused by any Guest, Group, its employees, invitees, agents, or Contractors, including any damage resulting from the installation, placement, and/or removal of Group’s displays, equipment, exhibits, or other items.

HARASSMENT: Ensuring the appropriate behavior of all Guests and other persons at the Event shall be the sole responsibility of Group. In the event Hotel or any of its affiliates, employees, agents, hotel management company employees or independent contractors experiences any inappropriate, threatening, hostile or offensive behavior from any Guest or other person at the Event (including, but not limited to, unwelcome sexual advances or verbal or physical conduct of a sexual nature) then Hotel shall be permitted to immediately end the Event, and Hotel shall be entitled to (y) retain all monies paid hereunder and

(z) collect the Total Revenues, and Group agrees to relieve and hold Hotel harmless.

DISTURBANCES: Group agrees that its use of the assigned Function Spaces will not create any unreasonable disturbance to other Hotel guests or meetings, such as, without limitation, excessive noise, smoke, fog or offensive smells. Neither Group nor its Contractors will use such features without advance approval of Hotel, which approval will be granted or withheld in Hotel’s sole and absolute discretion.

ADDITIONAL REMEDIES: If this Agreement is one of a group of (any two or more) agreements between Hotel and Group and/or any of Group’s affiliates for Hotel to host events, then Hotel reserves the right to terminate this Agreement and/or such other agreement(s), without liability to Hotel, if (a) Group (or, if applicable, its affiliate) fails to timely pay any amounts due and owning under, or commits any other material breach of its obligations under, this Agreement or any of the other agreements; or (b) Group, its affiliate or any of their respective employees, agents or contractors causes damage or disruption to the Hotel’s premises, operations, guests or reputation. Notice of any such termination by the Hotel shall be made to Group in writing. If Hotel cancels the Event pursuant to this Section, Group shall be responsible for the applicable Cancellation Fee as if Group cancelled the Event. If, pursuant to this Section, Hotel cancels any other event(s) it had booked for Group or one or more affiliates of Group, then Group shall be responsible for any applicable cancellation fee(s) provided for under the applicable agreement(s).

AUXILIARY AIDS: The Hotel represents, and Group acknowledges that the Hotel facilities being rented for Group and the Event, including guest rooms, common areas and transportation services, will be in compliance with Hotel’s public accommodation requirements under the Americans with Disabilities Act. Group agrees that at least one week in advance of the Event, Group will furnish to Hotel a list of any auxiliary aids needed by Group’s attendees or Guests in the Meeting Space. Group agrees to pay all charges associated with the provision of such aids. When Group’s attendees or any Guests make room reservations, Group shall ensure that each such Guest or attendee is aware that they are responsible for notifying the Hotel of their auxiliary aid needs so that the Hotel may notify Group or such Guest as to the names of businesses with which Group or such Guest may contract to obtain those aids.

PROMOTIONAL CONSIDERATIONS: Group acknowledges and agrees that the Hotel has the right to review and approve, in its sole and absolute discretion, any advertisements or promotional materials distributed by Kesem at University of Nebraska - Lincoln that specifically reference any name or logo of Graduate Hotels, Collegiate Hotel Group, LLC and/or the Hotel. Group shall not display signs in the Hotel or use the name or logo of the Hotel or any franchisor of Hotel in any promotional materials without prior written approval of the Hotel, to be granted or withheld in Hotel’s sole and absolute discretion. Group further agrees that no sign, banner or display shall be affixed to any part of the Hotel. Group will be responsible for the cost of repairing any damages to the walls, fixtures or carpet caused by any such sign, banner or display.

PHOTOGRAPHY RELEASE: By entering into this Agreement, Group, on behalf of itself and each Guest, acknowledges and agrees that Hotel has permission to use photos, which may include images of the Group and the Guests, from CSG Spring 26’s program for promotional or marketing purposes including but not limited to social and print media.

FORCE MAJEURE: Either party may cancel the Event without liability to the other party upon the occurrence of any event or circumstance beyond the reasonable control of such party, which event or occurrence occurs after the execution of this Agreement but before the Event Date, including acts of God, declared war in the United States, acts of terrorism in the city where the Hotel premises is located, government regulations, disaster, strikes or civil disorder, but solely to the extent that such event or circumstances makes it illegal or impossible for Hotel to provide, or for the Group to use, the premises of the Hotel.

Notwithstanding anything to the contrary, and for the avoidance of doubt, the foregoing force majeure provision shall not excuse any of the Parties from their respective obligations for the payment of any amounts due hereunder. The Event cannot be cancelled under this Section because of general economic conditions, including (without limitation) any recession, depression or governmental budget cut. Either party that wishes to cancel the Event pursuant to this Section must provide prompt written notice to the other party identifying the event or circumstance, and in any event within five (5) days after the occurrence of such event or circumstance. If the Event is duly cancelled under this Section, then Hotel shall, within thirty (30) days after such cancellation, refund any Deposits made by Group.

ARBITRATION: The Parties shall exercise commercially reasonable efforts to informally and timely resolve any dispute arising under or related to this Agreement before commencing arbitration (or litigation), unless the litigation seeks emergency injunctive relief as more particularly described in the immediately following sentence. Subject to the foregoing requirement to informally and timely resolve any dispute, the Parties agree that any dispute in any way arising out of or relating to this Agreement, other than disputes involving patents, trademarks, trade dress, copyrights, trade secrets, false advertising, false representation, unfair competition and/or infringement of intellectual property rights, which for the avoidance of doubt are the only actions which can be litigated, will be resolved by arbitration before JAMS/ENDISPUTE® or the American Arbitration Association, pursuant to that organization’s rules in the State and city in which the Hotel is located and pursuant to that State’s law as the governing law. The parties agree that any arbitration award will be enforceable in state or federal court. The prevailing party in any arbitration or court proceeding will be entitled to an award of its reasonable costs and attorney fees and pre and post judgment interest. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND FOR THE AVOIDANCE OF DOUBT, GROUP HEREBY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH GROUP AND HOTEL MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS AGREEMENT. IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS AGREEMENT. THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE BY GROUP, AND GROUP HEREBY REPRESENTS THAT NO REPRESENTATIONS OF FACT OR OPINION HAVE BEEN MADE BY ANY INDIVIDUAL TO INDUCE THIS WAIVER OF TRIAL BY JURY OR TO IN ANY WAY MODIFY OR NULLIFY ITS

EFFECT.

CHOICE OF LAW: This Agreement will be interpreted in accordance with the laws of the state in which Hotel premises is located (the “State”), without giving effect to any conflict-of-law principles thereof that would result in application of the laws of any other state.

ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties with respect to the Event and supersedes any previous agreements, communications, representations or agreements, whether written or oral. Any modifications, additions or corrective lining out made on this Agreement will not be binding unless such modifications have been signed or initialed by both Parties. Any amendments to this Agreement must be made in writing and signed by authorized representative of each party. For the avoidance of doubt, this Section shall not prevent Group from ordering particular or additional services from Hotel through a BEO or other document signed by an Authorized Representative of the Parties.

NO ASSIGNMENT: Neither party may assign or transfer this Agreement or any of its rights (other than rights to receive payments) or obligations hereunder without the written consent of the other party, unless the assignment is to an affiliate of the assigning party pursuant to an internal reorganization or acquisition of the assigning party, or the assignment is made to an entity that acquires all or substantially all of the assigning party’s assets. Any attempted assignment or transfer by Group without such consent may, at the option of Hotel, be deemed to be a Cancellation, in which case Group shall be liable for a Cancellation Fee set forth herein.

MISCELLANEOUS: Hotel’s transmission of an unsigned copy of this Agreement to the Group shall be deemed an invitation for Group to make an offer. The Group’s return of its signature on a copy of this Agreement shall be deemed an offer by the Group. Hotel’s subsequent signature of the Agreement shall be deemed an acceptance of the Group’s offer by Hotel.

This Agreement may be executed in one or more counterparts, which together shall constitute one and the same Agreement.

Signatures sent by facsimile or equivalent electronic means shall be deemed original, valid and binding signatures to this Agreement. Any handwritten changes to this document will not be binding unless initialed and dated by an authorized representative of both Parties.

Each person signing this Agreement warrants that he or she is authorized to bind the party for which he or she is signing, and the other party is relying thereon. Any provision of this Agreement that is deemed unenforceable shall be ineffective to the extent of such unenforceability without invalidating or rendering the remainder of this Agreement invalid. Unless the context otherwise requires, when used in this Agreement, the singular shall include the plural, the plural shall include the singular, and all pronouns shall be deemed to refer to the masculine, feminine or neuter, as the identity of the person or persons may require.

When used in this Agreement, the terms “including” and “include” shall have the commonly accepted meanings associated with such words and any list of items that may follow such words shall not be deemed to represent a complete list of the contents of the referent of the subject. Section titles or captions in this Agreement are included for purposes of convenience only and shall not be considered a part of this Agreement in construing or interpreting any of its provisions. All references in this Agreement to Sections shall refer to Sections of this Agreement unless the context clearly otherwise requires.