GRADUATE BY HILTON 1-26-26.pdf
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- Attached to
- CN NE|46280
- Contract number
- 46280
- Issued by
- Nebraska
About this file
Contract Summary
This is a Graduate Ann Arbor Hotel Group Agreement executed on September 30, 2024, between The Board of Regents of the University of Nebraska University of Nebraska Athletics (Group) and Graduate Ann Arbor by Hilton (Hotel). The agreement governs accommodations and event services for Nebraska Men's Basketball event dates scheduled for January 26-27, 2026. The primary contacts are Seth Dorsey (Deputy AD – CFO) for the University of Nebraska Athletics and Alex Roxin (Sales Manager) for Graduate Ann Arbor. The Hotel is located at 615 E Huron Street, Ann Arbor, Michigan 48104.
The agreement reserves sleeping rooms at the Graduate Ann Arbor Hotel including 18 Graduate King rooms, 1 Graduate One Bedroom Suite with King, and 12 Graduate Queen-Queen rooms at $179.00 per night for January 26, 2026. Function space (Regency Ballroom) is provided at no rental charge for two events: Monday, January 26, 2026 (4:00 PM – 11:00 PM) and Tuesday, January 27, 2026 (7:00 AM – 7:00 PM). A 24% service charge applies to all food and beverage and event-related charges subject to applicable taxes. The Food and Beverage Minimum is $0.00. Anticipated total room block revenue is $5,549.00. The agreement includes a 25% cancellation fee if cancelled between signing and 181 days prior to arrival, escalating to 100% if cancelled between 30 days prior and the arrival date. An 80% room night attrition threshold applies, with liquidated damages assessed for shortfalls. Special concessions include $100/night bus parking, complimentary late checkout until 1:00 PM, complimentary Wi-Fi, and complimentary meeting space. The facilities hold tentative status until October 15, 2025.
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FOOD AND BEVERAGE MINIMUMS: Based on the Event agenda set forth above, and by agreement of the Parties, Group acknowledges and agrees that it shall be required to spend a minimum of $0.00 Food and Beverage
F&B Minimum Guaranteed Amount without limitation, the Service Charge, room rental, meeting space rental, prevailing administrative charges, labor or audio/visual charges, additional electrical needs, parking and/or any other miscellaneous charges incurred by Hotel or Group for the Event. Group is required to pay Hotel the full Guaranteed Amount, regardless of whether Group actually charges or incurs that amount, and Group shall also be requi Account and will be subject to applicable sales tax.
Guest Guests Commitment identified above or if Guest holds the Event, but does not generate the F&B Minimum (whether due to Cancellation of the Event, reduced attendance of such Event or otherwise), then Hotel will be harmed, and that the precise amount of such harm would be difficult to calculate. Therefore, the Parties agree that if the Event is held, but less than the F&B Minimum is generated from
Food and Beverage Revenue -visual, parking or any other miscellaneous charges, then Group shall pay Hotel, as liquidated damages and not as a penalty, an amount equal to the difference between the F&B Minimum and the actual Food Food and Beverage Performance Fee rental fee.
Master Account 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 throug Authorized Representative 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. Group will be asked to sign Event Orders confirming the details of the Event.
[Remainder of Page Intentionally Blank. Agreement Continues.]
GRADUATE TERMS AND CONDITIONS
Terms
RESERVATIONS: Group and each Guest, by accepting a Revenue Room Night reservation with Hotel, acknowledges and agrees that Revenue Room Night reservations for the Event must be made by: Passkey Rooming List no later than Monday, January 19, 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 that any reservations made after the Cutoff Date cannot be guaranteed by Hotel to be at the Group Room Rate set forth above.
-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 Master Account.
Please initial below to approve the following billing instructions:
Charges to the individual: Incidentals
Charges to the Group Master Account: All Charges
Without billing instruction approval, Group acknowledges and agrees that any and all room and tax charges will be charged to Master Account.
COMMISSION / THIRD PARTY PAYMENTS: The Group guestroom rates quoted by the Hotel shall be commissionable to Anthony Travel with IATA #15517445 as agent of record. Commissions shall be paid at the rate of 10% of the guest room rate (excluding any taxes, housing company fees or other rebates/subsidies) for all rooms actualized in the room block and paid for by the Group over ry, staff rooms or other special rated rooms. Commission will be calculated on the room rate less any applicable rebate and taxes. Should the agent of record change, the Hotel will not pay any additional commission. Said commissions shall be paid to XXXXXX, no later than thirty (30) business days after payment in full of the Master Account. No commissions will be paid on cancellation fees or attrition fees collected. If you have not enrolled in FastPay, please contact your Hilton Sales Representative or distribution.services.fastpay@hilton.com.
Hotel agrees that the commission paid by hotel to Anthony Travel will not be reflected or passed on to the group in the form of higher rates charged
CANCELLATION: The favorable Group Room Rates and Event rates offered by Hotel are based in part upon the total gross revenue Room Block and (Z) Meeting Space and/or convention space for the Event listed in the Agreement. 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) Event and/or (z) 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
Cancellation Date ntracted sleeping Revenue Room Nights, the F&B Minimum and Meeting Space rental cost listed in the Agreement, which liquidated damages calculations Group and each Guest acknowledges are fair and reasonable, and not a penalty or punitive, given the circumstances and
The following table contains an estimate (which the Parties acknowledge and agree is reasonable and fair) of the revenue to be generated from the Event and Room Block. The table itself is not intended to warrant that the Event or 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 F&B Minimum Revenue $.00 Event Space Rental $.00 Room Block Revenue $5,549.00 Total Anticipated Event Revenue** $5,549.00 **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 Cancellation 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 and Function Space the Group abandoned to other customers and individual guests. Group also acknowledges that the actual amount from any Cancellation would be difficult to calculate. Therefore, the Parties agree that if a Cancellation should iquidated damages Cancellation Fee
Date of Hotel's Receipt of Cancellation Notice % due Amount Due Between date of signing and 181 days prior to arrival 25% $1,387.25 Between 180 days and 91 days prior to arrival 50% $2,774.50 Between 90 days and 31 days prior to arrival 75% $4,161.75 Between 30 days prior and date of arrival 100% $5,549.00
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
Master Account and shall be due and payable immediately upon Cancellation.
ATTRITION: Actual Usage 80% of the Room Night Commitment per night or (z) 100% of the F&B Minimum, 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 and (z) 100% of the of F&B Minimum and the actual Food and Beverage Revenue.
CHECK-IN/CHECK-OUT POLICY
standard check in and check out times. Check-in time is 4:00 PM (local time) and check-out time is 11:00 AM (local time).
Notwithstanding the foregoing, the Hotel will make every commercially reasonable effort to accommodate those Guests arriving prior to check- -in or late check- ility.
EARLY DEPARTURE FEE:
checkout date, an early departure fee equal to one guest Early Departure Fee charged to (y) 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.
SPECIAL CONCESSIONS:
Bus parking @ $100/night Late checkout comp until 1pm anytime after 1pm is a half day rate.
Comp Wi-Fi Comp meeting space
ADJUSTMENTS TO CONCESSIONS: In the event of reductions in the Room Night Commitment and/or Final Guest Count (as defined below) of more than twenty percent (20%), the Hotel may adjust any Concessions previously offered in this Agreement, including those Concessions offered on a complimentary basis, and may also adjust the Function Space in direct proportion to the reduction in the Room Night Commitment and/or Final Guest Count.
PAYMENT IN ADVANCE
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 reement is executed will be charged the Total Revenues charges seventy-two (72) hours prior to the Event.
DEPOSIT SCHEDULE: Deposit
Deposit Due Date Amount Initial Deposit At time of signing $0.00 Event Details Due (Menu, Layout, Timeline) 12/27/2025 No fee Final Headcount 1/21/2026 No fee Signed BEO's & Diagrams 1/21/2026 No fee Final Pre-payment 1/21/2026 TBD p no later than thirty (30) days after (Y) the Event or (Z) application of any Cancellation Fee, as applicable. If any Deposit is not made when due, the Hotel may, at its option, deem the Event to be canceled, in which case the Cancellation Fee will apply as noted above, and the Hotel will retain any Deposit on hand and apply them to the Cancellation Fee Group Owes. Interest will accrue on any unpaid balance and/or Deposit paid late at a rate equal to the lesser of (y) 1.5% per month or 18% per annum or (z) the maximum non-usurious rate permitted under applicable law.
Credit Card Authorization to the Hotel along with the fully executed Agreement. Upon completion and acceptance of the Credit Card Authorization form, G Master Account will be established.
Overpayment by Group will be refunded by check (when paying by check) or credited to the credit card on file (when paying by credit c s Master Account exceeds the total of any Deposit made by Group. Any payment by Group or acceptance by Hotel of any amount less than any amount due by Group shall be deemed solely as a partial payment of the full amount due. No endorsement or statement on any check or any letter accompanying any payment shall be deemed an accord and satisfaction, and Hotel may accept such check or payment under this Agreement or in law or in equity.
AUDIO VISUAL: Audio-visual services must be purchased through the Hotel or its preferred service provider. Group acknowledges and agrees that bringing in a third-party audio-obtain advance written approval from Hotel before Group, or any Contractor (as defined below), may set up its own equipment, displays or facilities for any Function. Group and/or any such Contractor shall coordinate all such deliveries/set ups with sufficient advance written notice to Hotel. Group will be responsible for, pay to repair and shall indemnify Hotel for any damage that Group, or its employees, agents or any Contractors, causes to persons or property within the Hotel arising out of or related to any property brought to the Hotel by Group or any Contractor or by setup or operation of any equipment, facilities or displays on the premises of Hotel by Group or any Contractor.
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
MENUS: Event Details Menu Deadline
BEO BEOs le taxes and service charge. Group shall be responsible for all such taxes and service charge.
Group must submit final menu selections to Hotel no later than the Menu Deadline, otherwise items selected cannot be guaranteed.
At the time final menu selections are made, Group shall review, approve and initial the final menu BEO(s). All BEOs must be signed and returned to the Hotel Sales and Catering Manager with whom Group has been working no later than four (4) business days prior to the Event and will be considered the final contract for the execution of the Event. If Group fails to respond by the Menu Deadline to any menu proposals submitted by Hotel to Group, then Hotel may (a) deem as approved by Group any menu proposals it has submitted to Group or, (b) if Hotel has not submitted any such proposals, make its own selections. Other than specifically stated in the approved menu or otherwise agreed in a separate writing signed by Group and an authorized representative of Hotel, Hotel will not be responsible for any specific dietary requests or requirements.
outside source and all Food and Beverage items must remain on the Hotel property. Unless otherwise agreed by the Parties in advance and in writing, all Food and Beverage served at the Hotel must be supplied and prepared by the Hotel. In addition, no remaining Food or Beverage shall be removed from the Hotel. At the conclusion of the Function, such Food and Beverage shall become the property roval
PRICE INCREASES & ADDITIONAL CHARGES: Unforeseen changes in market conditions may require an increase in goods provided at the time of the Event. Hotel will endeavor to advise Group of these increases as far in advance as reasonably practical. Alternatively, Hotel, at its option, may in such event make reasonable substitutions in menu items and Group agrees to accept such substitutions. If there are extensive function room set-ups, requests to change the setup once the agreed upon equipment is in place or elaborate staging is required, Hotel may charge additional set-required, it must be arranged through the Hotel and Group shall be responsible for all rigging costs. Access to the function space(s) reserved in this agreement will be provided to the group a minimum of two hours prior to the event start time. Earlier access or advance setup may be arranged with the Hotel and is subject to additional rental or set-up fees.
ROOM ASSIGNMENTS: Function rooms are assigned according to the expected Guest Commitment count and set up requirements at the time of booking. The Hotel reserves the right to transfer the Event to a more appropriate space as it deems necessary.
SHIPPING & RECEIVING: If Group will be shipping packages to Hotel, Group must notify Hotel at least one week in advance. Each
Hotel contact and the number of items contained in the package on each label. Each package should arrive no earlier than three (3) that arrive earlier or (z) in excess of three (3) packages.
DECORATIONS: Group acknowledges and agrees that (y) nothing may be attached to the walls, floor, or ceiling of the Hotel with nails, staples, carpet tape or other hardware or materials that may cause damage and (z) Hotel does not permit the use of glitter, confetti, Decoration Policy violations of the Decoration Policy.
OUTSIDE CONTRACTORS: If Group intends to use the services of any contractor, companies, firms, agencies, individuals and/or groups Contractors to provide any services within the Hotel before, during or after the Event (including, without limitation, security companies, decorators, florists and/or audio-visual service providers), Group shall provide written notice to Hotel at least sixty (60) days before the Arrival Date identifying the Contractor(s), and the Contractor(s) shall not be allowed onto the premises of the Hotel wit prior written notice to the Hotel, which shall be received by Hotel at least ten (10) days prior to the Event, from Group, Hotel shall reasonably cooperate with such es at the Hotel to the extent that the use and occupancy of such facilities by the Contractors does not interfere with the use and enjoyment of the Hotel premises by other guests ractors shall specify that Contractors and the Group shall be obligated to indemnify and hold Hotel harmless from any and all damages or liabilities which may arise by such Contractors or through their use. Any Contractor working at Hotel is required to carry and maintain (y) amounts and (z) comprehensive general public liability insurance covering automobile, personal injury and property damage with single limits of not less than One Million and 00/100 Dollars ($1,000,000.00) per person per occurrence. All such policies (except with the Hotel named as additional insured must be provided at least thirty (30) days prior to the Event. Such insurance shall be primary and not contributory with Hotel. Nebraska Men's Basketball bears all responsibility for the payment of any charges incurred at the Hotel by its contractors.
If Hotel is required under any collective bargaining agreement, requirements contract or any other contract to incur any expense if a particular service provider or set of employees does not perform services that Group wishes to perform itself or to have performed by require a representative of any Contractor invited to Hotel by Group to sign a release and indemnification agreement for the benefit of Hotel, in a form provided by Hotel and to provide evidence of insurance reasonably acceptable to Hotel. Hotel will provide Group a copy of its standard form for this purpose upon request.
GUARANTEES: Final Guest Count Event Deadline
Count number will not affect the minimum Total Revenue figure noted above, it will be the number the Hotel uses to prepare food for the Event. The Final Guest Count will be considered a guarantee for which Group will be charged, even if fewer Guests attend. If a Final Guest Count is not received by 12:00 PM (noon) on the date due, the original Guest Commitment, at the time of booking, will be nal Guest Count number may be increased after the Event Deadline, but the Final Guest Count number is the minimum Group will be charged for once it has been set. Group shall have no discretion to reduce the final attendance count for the Event after the Event Deadline, and Hotel will
Group and the Guests acknowledge and agree that the Hotel will not be held responsible for service, accommodation or guaranteeing the same menu items for any increase received after the Event Deadline. Group and the Guests acknowledge and agree that additional charges may apply due to rushed or expedited ordering needing to occur for Hotel to accommodate such an inc menu selections include multiple entrees and no Final Guest Count number is received, the Hotel will decide the number of each entrée to be served.
ent, the Authorized Representative shall review the Master Account before the end of the Event, and shall sign the Master Account if all charges therein are consistent with this Agreement or otherwise acceptable. Any such presentation or acceptance of the Master Account shall not prohibit Hotel from making later adjustments to the Master Account if such adjustments are consistent with this Agreement.
SECURITY
property. Group and each Guest agrees Hotel will not be responsible for the safe-keeping of equipment, supplies, written material or
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 ttendees or invitees. Hotel may, in its sole and absolute discretion, require additional security pro 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 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 securit approval, which Hotel may grant or withhold in its sole and absolute discretion. For the safety of persons and property, no f ireworks 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
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.
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
Claims negligence or intentional misconduct 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
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
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 discretion.
ADDITIONAL REMEDIES: If this Agreement is one of a group of (any two or more) agreements between Hotel and Group and/or any 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, 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, requirements under the Americans with Disabilities Act. Group agrees that at least one week in advance of the Event, Group will all charges hat 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 Anthony Travel - PRIMARY 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 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 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 in the g 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 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 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:
subsequent sign
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 ords 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. Hotel and Group have, with legal counsel of their choosing, participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
In the event any provision of this Agreement is found to be unenforceable, the remainder of this Agreement shall not be affected, and any provision found to be invalid shall be enforceable to the extent permitted by law. The parties agree that in the event two different interpretations may be given to any provision hereunder, one of which will render the provision unenforceable, and one of which will render the provision enforceable, the interpretation rendering the provision enforceable shall be adopted. Each party shall execute such other and further documents as may be necessary to carry out the intention as well as to comply with the provisions of this Agreement. The failure of either party to insist, at any time, on strict performance of any terms or conditions of this Agreement, or to exercise any option, right or remedy contained in this Agreement, shall not be construed as a waiver or as a relinquishment for the future of such term, condition, option, right or remedy. No waiver by either party of any term or condition hereof shall be deemed to have been made unless expressed in writing and signed by such party.
Notice. Notice delivered in person, or sent by e-mail, with hard copies to follow by overnight delivery service or by postage prepaid mail or by reputable and traceable overnight delivery service or by postage prepaid registered or certified mail, to the respective addresses for Group and Hotel set forth below. A Notice sent in compliance with this paragraph shall be deemed delivered upon the first to occur of (i) the date of actual receipt by mail or e-mail, (ii) the third (3rd) business day after posting or (iii) the date of refusal to accept delivery. Each Notice and other communications required or permitted to be given hereunder shall be given to the applicable party at the address set forth below:
Guest: Anthony Travel - PRIMARY 1600 Court St., Room 342 Lincoln, Nebraska 68588-0601
Email: sdorsey@huskers.com
Hotel: Graduate Ann Arbor 615 E Huron Street
Ann Arbor, MI 48104
Attn: General Manager
With a copy to: Graduate Hotels Management 2000 High Wickham Place, Suite 300
Louisville, Kentucky 40245 Attn: General Counsel
All the above facilities and services are being held on a first option tentative basis until Wednesday, October 15, 2025. After this date, all contractual items noted herein shall be null and void unless notified in writing by Anthony Travel - PRIMARY of a delay with the subsequent acceptance in writing of the delay by the Hotel.
IN WITNESS WHEREOF, Hotel and Group have entered into this Agreement in matter and form sufficient to bind them effective as of the last date identified below.
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