R2008-74 AUTHORIZING AGREEMENT DECATUR CONFERENCE CENTER AND HOTEL

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The Group acknowledges that the Hotel anticipates benefits from this Agreement that go beyond the room,food and beverage, and meeting space charges contained herein. Accordingly,if this Agreement is cancelled or terminated by the Group for any reason other than a force majeure Event, the Group recognizes that the actual amount of damages that the Hotel will incur will be difficult or impossible to ascertain. Therefore,if this Agreement is cancelled for any reason other than as provided in the preceding paragraph or is otherwise ternunated or breached by the Group,the Group agrees to pay$15,000 as liquidated damages and not as a penalty(the "Liquidated Damages"). If the Hotel breaches this Agreement by failing to provide the accommodations contracted for in this Agreement for any reason other than a force majeure Event,the Group shall be entitled to recover its actual damages that are the result of such breach,subject to mitigation thereof as required by law and provided that in no case shall the Group's recovery of damages exceed the amounts actually paid to the Hotel under this Agreement. The Hotel shall not be liable for any indirect, special, consequential,or incidental damages of any kind. Governing Law;Attorney's Fees; Severability: This Agreement shall be governed by and interpreted under the laws of the State of Illinois. Should any legal proceedings be required to enforce any provisions of this Agreement, the prevailing party deternuned by the finder of fact,shall be entitled to recover all of its costs and expenses related thereto including without limitarion expert witness',consultants',and attorneys' fees and court costs. If any provision of this Agreement is determined to be unenforceable,the remaining provisions hereof shall conrinue in full force and effect and this Agreement shall be enforceable as if the provision found unenforceable were not contained herein. This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements, whether written or oral. Assignment of Agreement: The Group shall not assign this Agreement without the prior written consent of the Hotel. The Hotel shall have the unrestricted right to assign this Agreement to any successor owner of the Hotel, which assignment shall occur automatically as of the date of any such sale of the Hotel. Notwithstanding any assi ent whether or not consented to the Grou shall remain liable for all obli ations under this A reemen I � , , P g g t. Notices: Any notice required,under this Agreement,to be given should be sent to the following addresses: If to the Hotel: � Decatur Conference Center and Hotel: � 4191 West Hi hwa 36 g Y Decatur, Illinois 62522 Attention: General Manager A notice shall be deemed given: (a)upon receipt if sent by overnight nationally recognized courier;or(b)if mailed, three business days after its deposit,properly addressed and postage prepaid,with the United States Postal Service. Agreement Signatures: This Agreement shall become effective as of the date it is fully executed by the parties hereto,provided that such execution occurs before the Oprion Date. Until the effective date,no space or guest room arrangements herein are binding on the Hotel. Each party hereby represents to the other that each person who signs this Agreement below on its behalf is fully authorized to do so. Option Date:The Meeting Dates and Room Block will be reserved until OS/30/08(the "Option Date")by which date a copy of this Agreement signed by the Group must be returned to the Hotel. If the Hotel has not received the signed Agreement by OS/30/08,the Hotel will: release the guest rooms in the Room Block;cancel any meeting space and other arrangements for the Group;and have no further obligations to the Group under this When this Agreement is returned to the Hotel by 05/30/08 and signed by both parties it will be a binding contract and the Group will be liable for the Room Block based on the Meeting Rates to the extent the rooms in the Room Block are not used and paid for by the Group's guests("Group Guests")during the Meeting Dates. 5