SWIM&DIVE GRADUATE 2_16-2_21_26.pdf

HILTON GCA (USA) (REV. 01 APRIL 2024)

Payment of cancellation damages is due at the same time that Group delivers Group’s written notice of cancellation to the Hot el may consider Group’s notice of cancellation to be invalid and thus may not release accommodations held until payment of the applicable cancellation damages is received; therefore delay in payment may result in higher cancellation damages owed.

Hotel acknowledges and agrees that Group (University of Nebraska Swim & Dive at Minneapolis) is traveling to compete in an athletic competition scheduled for 2/16- 2/21/2026 at University of Minnesota. Should any one of the following occur it would make it impossible for Group to travel:

• Athletic competition scheduled for 2/16-2/21/2026 at University of Minnesota is cancelled, rescheduled, or moved more than 30 miles away for any reason.

• Hotel becomes unable to provide banquet meals.

• All parties agree that if either the visiting team, Group, or the home team, University of Minnesota, must withdraw from the competition/football game due to the protocols outlined and mandated by the governing conference regarding positive COVID test rati os or state/local regulation then the game is considered cancelled.

In the event, any of the above occur, Hotel will allow Group to cancel revenue room nights without penalties, fees, or liquid ated damages, and a full refund will be issued to Group for any revenue room nights payments. Hotel will seek reimbursement for costs incurred by the hotel should cancellation of agreed upon food and beverage be received after the Event Deadline as outlined in the ‘Guarantees’ clause of this agreement.

Impossibility: If unanticipated events beyond the reasonable control of the parties (including, but not limited to: acts of God; declared war in the United States;

government regulations in effect 60 days or less before the Event dates that would prevent the Event from t aking place as contracted; terrorist attacks in the city in which Hotel is located; or curtailment of transportation either in the city in which Hotel is located or in the countries/states of origin of the attendees that prevents at least 40% of the attendees from arriving for the first peak night of the Event) any of which make it illegal or impossible to perform under this Agreement, the affected party may terminate this Agreement, without liability, upon providing written notice to the oth er party.

If the Event is terminated due to a valid Impossibility/force majeure occurrence, then Group agrees to negotiate promptly and in good faith with the Hotel in an effort to rebook the cancelled Event, based on space and rate availability at the Hotel, over mutually acceptable dates. If the parties agree on rebook dates, then Hotel will retain the advance deposits paid under the cancelled Event and apply the deposits toward the Master Account of the rebooked e vent. Advance deposits applied to a rebooked event may not be applied to cancellation or performance damages for the rebooked event and any unused credit will be retained by Ho tel. If the parties cannot agree on mutually acceptable rebook dates, then Hotel agrees to refund all prepaid advance deposits, less all documented expenses incurred by Hotel in preparation for the cancelled Event (i.e., food and beverage products purchased for the Event that cannot be used in other outlets at the Hotel, labor costs incurred by Hotel if staff schedules were posted and the Event is cancelled, etc.).

Indemnification:

Hotel agrees to indemnify, defend and hold harmless Group, Group’s owners, managers, partners, subsidiaries, affiliates, offi cers, directors, employees and agents (collectively, the “Group Indemnified Parties”), from and against any and all Claims (as such term is defined above) arising out of or relating to the Event that is the subject of this Agreement but only to the extent any such Claim(s) arise out of the negligence, gross negligence or intention al misconduct of Hotel’s employees, agents, or contractors. Nothing in this indemnification shall require Hotel to indemnify any of the Group Indemnified Parties for that portion of any Claim arising out of the negligence, gross negligence or intentional misconduct of the Group Indemnified Parties.

This section shall not waive any statutory limitations of liability available to either party, including innkeeper’s limitation of liability laws, nor shall it waive any defenses a party may have with respect to any Claim. This section shall survive any te rmination or expiration of this Agreement.

Insurance: Group agrees to maintain insurance reasonably commensurate with all activities arising from or connected with Group’s Event, including, but not limited to, general liability insurance, with limits not less than $2,000,000 per occurrence, covering personal injury, property damage, and other liability arising from Group’s Event.

Group further agrees to add Hotel and Hotel’s Owner as additional insureds under all applicable policies for Group’s Event.

Hotel agrees to maintain general liability insurance with limits not less than $2,000,000 per occurrence, covering liability for personal injury, property damage, liquor liability, and automobile liability, as well as Workers Compensation insurance per app licable laws and Employers Liability insurance.

Upon written request, each party shall make evidence of coverage available to the other party. For hotels that participate in Hilton’s general liability insurance program, proof of Hotel’s insurance coverage is satisfied by Hilton’s Memorandum of Insurance available at:

https://marshdigital.marsh.com/marshconnect/viewMOI.action?clientId=645498676 . The Hotel can confirm whether the Hotel participates.

Governing Law: The Agreement will be governed by and interpreted pursuant to the laws of the state in which Hotel is located, excluding any laws regarding the choice or conflict of laws.

Dispute Resolution: The parties will use their commercially reasonable efforts to informally and timely resolve any dispute concerning any matter related to this Agreement by presenting the dispute to senior representatives of Hotel and Group for their discussion and possible resolution in the order set forth herein; provided, however, that a dispute relating to patents, trademarks, trade dress, copyrights, trade secrets, and/or infringement of intellectual property rights shall not be subject to this provision. All negotiations pursuant to this section are confidential and shall be treated as compromise and settlement negotiatio ns for purposes of applicable rules of evidence. If within a period of thirty (30) calendar days after submission of a disputed matter in accordance with this clause, the respective senior representatives are unable to agree upon a resolution of such dispute, then the dispute will be resolved by binding arbitration using one arb itrator before JAMS or the American Arbitration Association in the state and city in which the Hotel is located, or the closest available location. The parties further agree that in any arbitration proceeding, they may conduct reasonable discovery pursuant to the arbitration rules, and any arbitration award will be enforceable in State or Federal court.

Attorney's Fees/Costs: The parties agree that the prevailing party in any arbitration or court proceeding arising out of or related to this Agreement will be entitled to recover an award of its reasonable attorney's fees and expert witness fees, costs and pre and post judgment interest at the highest available legal rate. The parties further agree that if Hotel must retain counsel or initiate arbitration or legal action to collect of any monies owed to Hote l by Group under this Agreement, whether or not an arbitration or court action is filed, Hotel will be entitled to recover its reasonable attorney’s fees incurred in such effor ts to collect.

Disputes Involving Credit Card Payments: As a condition of Hotel agreeing to accept Group’s credit card as an approved form of payment for all Master Account charges, Group agrees that any disputes that Group may raise with respect to any Master Account charges must be addressed dir ectly by Group and Hotel, and the parties agree to work in good faith to resolve any such disputed invoices in a timely manner. Any dispute that cannot be timely resolved to the mutual satisfaction of the parties shall resolved in accordance with the dispute resolution provisions as contai ned elsewhere in this Agreement.

Certificate Of Completion Envelope Id: 85DD1743-F630-4D15-8716-1A87DC6F39FE Status: Completed

Subject: Complete with Docusign: Swim and Dive Hilton Graduate 2-16 to 2-21-26.pdf, .DocuSign.docx

Source Envelope:

Document Pages: 9 Signatures: 1 Envelope Originator:

Certificate Pages: 5 Initials: 2 Blake Chramosta

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Time Zone: (UTC-06:00) Central Time (US & Canada)

1400 R St.

Lincoln, NE 68588

BCHRAMOSTA@HUSKERS.COM

IP Address: 129.93.161.222

Record Tracking Status: Original

1/28/2025 | 09:47 AM

Holder: Blake Chramosta

BCHRAMOSTA@HUSKERS.COM

Location: DocuSign

Signer Events Signature Timestamp Kristen D. Brown kbrown@huskers.com

Security Level: Email, Account Authentication (Optional)

Signature Adoption: Pre-selected Style

Using IP Address: 129.93.161.216

Sent: 1/28/2025 | 09:49 AM

Viewed: 1/28/2025 | 10:44 AM

Signed: 1/28/2025 | 10:45 AM

Electronic Record and Signature Disclosure:

Accepted: 1/28/2025 | 10:44 AM ID: 88db91a2-145a-40df-bb75-6207f396335c

Bailey Worthy bworthy@huskers.com

Associate AD for Business Administration

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Using IP Address: 129.93.161.222

Sent: 1/28/2025 | 10:45 AM

Viewed: 1/28/2025 | 11:04 AM

Signed: 1/28/2025 | 11:05 AM

Electronic Record and Signature Disclosure:

Accepted: 9/25/2024 | 01:00 PM ID: 9e8ec7d5-f09a-4616-8d4d-0a95c3fa1fde

Seth Dorsey sdorsey@huskers.com

Deputy AD for Internal Operations & CFO

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Using IP Address: 129.93.161.217

Sent: 1/28/2025 | 11:05 AM

Viewed: 1/28/2025 | 11:43 AM

Signed: 1/28/2025 | 11:45 AM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

In Person Signer Events Signature Timestamp

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Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 1/28/2025 | 09:49 AM

Certified Delivered Security Checked 1/28/2025 | 11:43 AM

Signing Complete Security Checked 1/28/2025 | 11:45 AM

Completed Security Checked 1/28/2025 | 11:45 AM

Payment Events Status Timestamps

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Electronic Record and Signature Disclosure created on: 1/22/2021 | 10:26 AM Parties agreed to: Kristen D. Brown, Bailey Worthy

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