GRADUATE HOTELS 9-18-25.pdf

GRADUATE TERMS AND CONDITIONS

(the “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: HiltonLink no later than Thursday, August 21, 2025 (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

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 402-467-0568) 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 “1995 Husker Football Reunion” 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 $7,550.00

Total Anticipated Event Revenue** $7,550.00 **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% $1,887.50 179 days to 60 days in advance of 50% $3,775.00 59 to 30 days in advance of 75% $5,662.50 29 days or less in advance 100% $7,550.00

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.

DEPOSIT SCHEDULE: The deposits and payments outlined in the table below (the “Deposit”) are due as indicated.

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 UNL Athletics - Football 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 1995 Husker Football Reunion’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. 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. All consents, approvals, notices or other communications provided for in this Agreement (a “Notice”) shall be in writing and 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: UNL Athletics - Football Email: ahackbart@huskers.com

Hotel: Graduate Lincoln 141 N 9th St

Lincoln, NE 68508 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 Friday, June 06, 2025. After this date, all contractual items noted herein shall be null and void unless notified in writing by UNL Athletics - Football 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.