JW MARRIOTT.pdf

JW Marriott Minneapolis Mall of America

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

GUARANTEED RESERVATIONS

All reservations must be accompanied by a first night room deposit or guaranteed with a major credit card or by

University of Nebraska Athletics. Hotel will not hold any reservations unless secured by one of the above methods.

CUT-OFF DATE

Reservations by attendees must be received on or before 5PM CST, Wednesday, October 1, 2025 (the “Cutoff Date”).

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

Athletics’ group rate after this date.

Release of rooms for general sale following the Cutoff Date does not affect University of Nebraska Athletics’ obligation, as discussed elsewhere in this Agreement, to utilize guest rooms.

NO ROOM TRANSFER BY GUEST

University of Nebraska Athletics agrees that neither University of Nebraska Athletics nor attendees of the Event nor any intermediary shall be permitted to assign any rights or obligations under this Group Sales Agreement, or to resell or otherwise transfer to persons not associated with University of Nebraska Athletics reservations for guestrooms, meeting rooms or any other facilities made pursuant to this Group Sales Agreement.

MASTER ACCOUNT

Hotel must be notified in writing at least fourteen (14) days prior to arrival of the authorized signatories and the charges that are to be posted to the Master Account. Any cancellation or attrition fees will be billed to the Master Account.

PHISHING

Please be aware that bad actors can impersonate Hotel employees. Group should never rely solely on contact information sent in an email or respond directly to any email requesting a bank account information change. If Group receives a request from Hotel regarding bank account information, Group should contact the Hotel via verified phone number or in person to confirm the request prior to providing such information.

METHOD OF PAYMENT

The method of payment of the Master Account will be established upon approval of University of Nebraska Athletics’ credit. If credit is approved, the outstanding balance of University of Nebraska Athletics Master Account (less any advance deposits and exclusive of disputed charges) will be due and payable upon receipt of invoice.

University of Nebraska Athletics will raise any disputed charge(s) within seven (7) days after receipt of the invoice. The

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

University of Nebraska Athletics has indicated that it has elected to use the following form of payment:

Cash, money order, or other guaranteed form of payment

Credit card (We accept all major credit cards)

Company check or Electronic Funds Transfer

Direct Bill

University of Nebraska Athletics may not change this form of payment.

In the event that credit is not approved, University of Nebraska Athletics agrees to pay an advance deposit in an amount to be determined by the Hotel in its reasonable discretion, with the full amount due a minimum of 72 hours prior to the start of the group’s event.

*See below

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

DAMAGE TO FUNCTION SPACE

University of Nebraska Athletics agrees to pay for any damage to the function space that occurs while University of

Nebraska Athletics is using it. University of Nebraska Athletics will not be responsible, however, for ordinary wear and tear or for damage that it can show was caused by persons other than University of Nebraska Athletics and its attendees.

MEETING SPACE REASSIGNMENT AND AGENDA DUE DATES

After discussion with University of Nebraska Athletics, Hotel will have the right to reassign specific function space provided the revised space adequately accommodates the function requirements.

Thirty (30) days prior to the Event, a program with anticipated attendance figures is required and will be reviewed with hotel. Upon mutual agreement function space may be reassigned and/or release in direct proportion to any reduction in the number of Event attendees, including releasing any space that is not designated. Fourteen days prior to the Event, a final program with anticipated attendance figures is required.

Any changes in the assignment of meeting rooms or function space shall not reduce University of Nebraska Athletics’ obligation to satisfy the food and beverage requirements stated herein.

FACILITY FEES

Based on University of Nebraska Athletics’ requirements, Hotel’s function space fees would be $20,278.65. Based upon the Room Night Commitment and the functions identified on the Function Information Agenda/Event Agenda outlined in this Agreement, the Hotel will waive these fees.

ATTRITION

Hotel is relying upon University of Nebraska Athletics’ nightly use of the Room Night Commitment. University of Nebraska

Athletics agrees that a loss will be incurred by Hotel if University of Nebraska Athletics’ actual usage is less than ninety percent (90%) of the Room Night Commitment on any night of the Event.

Hotel agrees to allow for a ten percent (10%) reduction in the nightly Room Night Commitment. Each night during the

Event, Hotel will subtract the actual room usage for that night and the amount of permissible attrition for that night from the Room Night Commitment for that night. The difference of room nights will be multiplied by the group’s average room rate (excluding staff and or complimentary rooms) and the resulting amount will be posted as charges to University of

Nebraska Athletics’ Master Account, plus applicable taxes, at the conclusion of the Event.

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

ADJUSTMENTS TO CONCESSIONS

In the event of reductions in the Room Night Commitment of more than ten percent (10%), 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.

MINIMUM BANQUET FOOD AND BEVERAGE REVENUE REQUIREMENT

University of Nebraska Athletics agrees to a minimum banquet food and beverage revenue of $24,800.00, inclusive of

House Service Charge (currently 15%) and Staff Service Charge (currently 9%), and exclusive of tax (currently 9.025%)

(the “Minimum Banquet Food and Beverage Revenue”). Pricing and costs will vary based on University of Nebraska

Athletics’ selections and preferences. Additionally, all F&B prices, Staff Service Charges and/or House Service

Charges may increase as the result of changing market condition and costs at the time of the event. Hotel will endeavor to notify University of Nebraska Athletics via email of any increases at least 45 days before event.

University of Nebraska Athletics agrees to pay the prices and service charges in effect at the time of the event. The

Staff Service Charges are distributed entirely to personnel providing the service. The House Service Charge on

F&B is used to cover administrative, non-labor costs and is not a tip, gratuity or service charge for employees. Hotel will confirm the food and beverage prices three months prior to University of Nebraska Athletics’ arrival date. University of Nebraska Athletics shall provide Hotel with no less than 72 hours prior to the first scheduled function advance notice of the date(s), time(s), and number of covers with respect to each function it wishes to schedule for the Event.

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

From 89 days to 30 days prior 75% of Total Room Revenue* + 75% of the Minimum Banquet Food and Beverage

Revenue

From 29 days to 4 business days prior

90% of Total Room Revenue* + 90% of the Minimum Banquet Food and Beverage

Revenue

From Date of Event to 3 business days prior

100% of Total Room Revenue* + 100% of the Minimum Banquet Food and

Beverage Revenue

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

Provided that University of Nebraska Athletics timely notifies Hotel of the Cancellation and timely pays the above liquidated damages, Hotel agrees not to seek additional damages from University of Nebraska Athletics relating to the

Cancellation.

CANCELLATION OF AFFILIATES

University of Nebraska Athletics hereby acknowledges that this Event is not being held in conjunction or affiliation with any other program held at the Hotel over the Event Dates. University of Nebraska Athletics’ attendees will not be attending any other program currently being held at the Hotel or in the City of Bloomington, MN. If the Hotel determines that another such program exists, Hotel may cancel this Agreement, and University of Nebraska Athletics shall pay Hotel the Cancellation Fees listed in the Cancellation paragraph of this Agreement.

IMPOSSIBILITY

The performance of this Agreement is subject to termination without liability upon the occurrence of any circumstance beyond the control of either party – such as acts of God, war, acts of terrorism, government regulations, disaster, strikes, civil disorder, or curtailment of transportation facilities – to the extent that such circumstance makes it illegal or impossible for the Hotel to provide, or for groups in general to use, the Hotel facilities. The ability to terminate this

Agreement without liability pursuant to this paragraph is conditioned upon delivery of written notice to the other party setting forth the basis for such termination as soon as reasonably practical - but in no event longer than ten (10) days -after learning of such basis.

CANCELLATION CONCESSION:

Hotel acknowledges and agrees that Group is traveling, and/or staying in the Hotel, in connection with their participation in a competition/event/game scheduled at the University of Minnesota Football (“Opposing Team”) athletic facilities on

Friday, October 17, 2025. Should any of the following occur it would make it impossible for Group to travel, stay in the

Hotel or participate in the scheduled competition/event/game. Therefore, Hotel agrees that Group may cancel at any time without penalties, fees, or liquidated damages, and receive a full refund of all amounts paid by Group in the event any of the following occur:

Competition/event/game scheduled for Friday, October 17, 2025 at the Opposing Team athletic facilities is cancelled, incurs a date change, or is relocated or moved more than 30 miles away. Group agrees that they will be responsible for any food or beverages that had been ordered from countersigned BEO’s prior to the cancel date.

Should this occur, Hotel agrees in good faith to help mitigate cancelled F&B costs where possible.

COMPLIANCE WITH LAW

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

Nebraska Athletics agree to cooperate with each other to ensure compliance with such laws.

CHANGES, ADDITIONS, STIPULATIONS, OR LINING OUT

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

Athletics will not be considered agreed to or binding on the other unless such modifications have been initialed or otherwise approved in writing by the other.

DISPUTE RESOLUTION

In the event of dispute resolution, the non-prevailing party will pay the other’s costs and reasonable attorney’s fees.

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

LIQUOR LICENSE

University of Nebraska Athletics understands that Hotel’s liquor license requires that beverages only be dispensed by

Hotel employees or bartenders. Alcoholic beverage service may be denied to those guests who appear to be intoxicated or are underage.

COMPLIANCE WITH EQUAL OPPORTUNITY LAWS

This section describes Marriott’s obligations as a U.S. federal contractor. It does not apply to customers that are not part of the U.S. federal government or using funds from the U.S. federal government for this contract.

Marriott shall comply with all applicable laws, statutes, rules, ordinances, codes, orders and regulations of all federal, state, local and other governmental and regulatory authorities and of all insurance bodies applicable to the Hotel premises in performing its obligations under this Agreement.

Marriott (referred to as “contractor” in this section) shall comply with applicable orders, Section 503 of the Rehabilitation

Act of 1973, as amended, and the Vietnam Era Veterans’ Readjustment Assistance Act, as amended, which are administered by the United States Department of Labor (“DOL”), Office of Federal Contract Compliance Programs (“OFCCP”). The equal employment opportunity clauses of the implementing regulations, including but not limited to 41 C.F.R. §§ 60.1-4, 60-300.5(a), and 60-741.5(a), are hereby incorporated by reference, with all relevant rules, regulations and orders pertaining thereto. This contractor and subcontractor shall abide by the requirements of 41 C.F.R. §§ 60-1.4(a), 60-300.5(a) and

60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status or disability.

Marriott also shall comply with Executive Order 13496 and with all relevant rules, regulations and orders pertaining thereto, to the extent applicable. The employee notice clause and all other provisions of 29 C.F.R. Part 471, Appendix A to Subpart

A, are hereby incorporated by reference.

To the extent applicable, Marriott shall include the provisions of this section in every subcontract or purchase order so that such provisions shall be binding upon each contractor, subcontractor or vendor performing services or providing materials relating to this Agreement and the services provided pursuant to the terms hereof.

PRIVACY

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

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

University of Nebraska Athletics will obtain all necessary rights and permissions prior to providing any personal data to

Hotel, including all rights and permissions required for Hotel, Hotel affiliates, and service providers to use and transfer the personal data to locations both within and outside the point of collection (including to the United States) in accordance with

Hotel’s privacy statement and applicable law. Notwithstanding any other provision, Hotel may use an individual’s own personal data to the extent directed by, consented to or requested by such individual.

CUSTOMER SIGNAGE IN HOTELS

All public-facing signage and materials are subject to Hotel approval and may be removed from public view by Hotel at its discretion.

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

IN-HOUSE EQUIPMENT

Hotel will provide, at no charge, a reasonable amount of meeting equipment (for example, chairs, tables, etc.). These complimentary arrangements do not include special setups or extraordinary formats that would deplete Hotel’s present in-house equipment to the point of requiring rental of an additional supply to accommodate University of Nebraska Athletics’ needs. If such special setups or extraordinary formats are requested, Hotel will present University of Nebraska Athletics two (2) alternatives: (1) charging University of Nebraska Athletics the rental cost for additional equipment, or (2) changing the extraordinary setup to a standard format, avoiding the additional cost.

ENCORE EVENT TECHNOLOGIES / AUDIO VISUAL

JW Marriott Minneapolis Mall of America’s is pleased to provide in-house audio visual services through Encore Event

Technologies. Although outside vendors are allowed, we ask that University of Nebraska Athletics give Encore Event

Technologies the opportunity to place a competitive bid for all of your audio-visual needs.

JW Marriott Minneapolis Mall of America requires a Liaison be assigned to any event utilizing outside AV if the

University of Nebraska Athletics chooses not to use Encore. There is a 5-hour minimum labor call for both load in and load out, and the liaison will be present for the duration of load in/out. The liaison fee will be waived if the customer partners with Encore for any services that meet or exceed the total of the liaison labor fee. Please contact Encore for a detailed liaison proposal.

For the safety and security of our guests, as well as the integrity of our hotel’s infrastructure, all rigging work, electrical hook-ups and house sound systems are exclusive to the Hotel. Proof of insurance and a waiver of Hotel liability for outside services will be required. Applicable fees will be charged to University of Nebraska Athletics' outside vendor for certain services. In-house audio-visual equipment is subject to applicable taxes and current service charge of 24%.

UNATTENDED ITEMS/ADDITIONAL SECURITY

The Hotel cannot ensure the security of items left unattended in function rooms. Special arrangements may be made with the Hotel for securing a limited number of valuable items. If University of Nebraska Athletics requires additional security with respect to such items or for any other reason, the Hotel will assist in making these arrangements. All security personnel to be utilized during the Event are subject to Hotel approval.

USE OF OUTSIDE VENDORS

If University of Nebraska Athletics wishes to hire outside vendors to provide any goods or services at Hotel during the

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

Hotel offers such goods and services; (b) the risk level posed by certain activities; and (c) the safety and well-being of guests at Hotel.

PERFORMANCE LICENSES

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

NOT QUALIFIED FOR MARRIOTT BONVOY EVENTS

Marriott Bonvoy Events provides Points or Miles to eligible Marriott Bonvoy Members who book and hold qualifying meetings and events at Participating Properties. Capitalized terms used in this section have the meanings given to them in the Marriott Bonvoy terms and conditions, available at https://www.marriott.com/loyalty/terms/default.mi.

University of Nebraska Athletics and the Contact (as identified on page 1 of this Agreement or the Authorized Signer of this

Agreement) acknowledge that the Marriott Bonvoy Events program is only available to certain qualified Marriott Bonvoy

Members.

Marriott Bonvoy Events is not available in certain circumstances, including (1) for any government employee or official booking a government event (U.S. government event or non-U.S. government event); (2) for any employee of a state-owned or state-controlled entity (“SOE”) booking an event on behalf of the SOE; or (3) for any other planner or intermediary when booking an event on behalf of a non-U.S. governmental entity or SOE. Hotels in the Asia Pacific region are restricted from

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MARRIOTT CONFIDENTIAL AND PROPRIETARY INFORMATION

awarding Points or Miles to any intermediary booking an event on behalf of any governmental entity or SOE.

In addition, Points or Miles are available only if University of Nebraska Athletics’ own policies permit the Contact to receive Points or Miles for the Event.

The Contact (as identified on page 1 of this Agreement or the Authorized Signer of this Agreement) is not qualified to receive Points or Miles in connection with the Event, and by entering into this Agreement, hereby waives the right to receive an award of Points or Miles in connection with the Event.

HIGH RISK ACTIVITIES

Hotel has committed to providing the room nights and function space, as applicable, set forth in this Agreement based on information about the event that University of Nebraska Athletics has given to the Hotel. University of Nebraska Athletics agrees that it has presented all material information required in order for Hotel to provide the rooms and facilities set forth in this Agreement. Should Hotel, in its sole reasonable discretion, determine at any time that the Event will include a high-risk activity that was previously undisclosed to the Hotel (including by way of example, and not by limitation, biological agents, pyrotechnics, etc.), Hotel may terminate this Agreement immediately and without liability, upon written notice to

University of Nebraska Athletics.

CONNECT RESPONSIBLY

As part of the Connect Responsibly program in which Hotel participates, University of Nebraska Athletics may choose to receive a Meeting Impact Report (“MIR”). If University of Nebraska Athletics elects to receive the MIR, Hotel will provide

University of Nebraska Athletics a MIR at the conclusion of the event that displays the calculated carbon and water footprints of the event based on industry methodologies, as well as the sustainable practices that were implemented during the event.

University of Nebraska Athletics elects the following:

Meeting Impact Report (MIR):

Yes, University of Nebraska Athletics would like to receive the MIR

No, University of Nebraska Athletics would prefer not to receive the MIR

Carbon Offset Credits:

If University of Nebraska Athletics elects to receive a MIR, University of Nebraska Athletics may also choose to purchase carbon offset credits. Should University of Nebraska Athletics elect to purchase carbon offset credits, Hotel will either provide University of Nebraska Athletics information regarding how to purchase carbon offset credits or purchase the credits on University of Nebraska Athletics’ behalf and bill them to University of Nebraska

Athletics, as indicated below.

To select one of the first two options below, University of Nebraska Athletics must first opt-in above to receiving the MIR.

Hotel will provide University of Nebraska Athletics with the website link so University of Nebraska

Athletics may purchase carbon offset credits

Hotel will purchase carbon offset credits on University of Nebraska Athletics behalf and include the charge on University of Nebraska Athletics’ final bill

University of Nebraska Athletics elects not to purchase carbon offset credits for this program.