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31st Annual

LLCs, LPs and Partnerships

Austin Jul 14-15, 2022 Sheraton Austin Hotel at the Capitol
Conference Concluded
Webcast Jul 14-15, 2022
Conference Concluded
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Overview

LLCs, LPs and Partnerships, now in its 31st year, features a distinguished faculty of practitioners and academics covering the latest developments in unincorporated entities. The program provides great forms, model agreements, coverage of best practices for key clauses and provisions, and analyzes issues faced by practitioners.

2022 highlights include:

  • Hear the latest updates in Texas case law, as well as filing tips and administrative guidance from the Secretary of State.
  • A discussion of some of the motivations driving the use of LLCs as S corporations, some of the potential issues and some of the drafting and structuring issues that should be considered if an LLC is taxed as an S corporation.
  • Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.
  • Hear a discussion how small businesses can be intentional about doing their part to create a more equitable workplace and community.
  • Dive into current partnership audit rules with a particular focus on their impact on private equity and other investment funds and examine provisions in partnership or LLC agreements to address the new audit regime.
  • Earn 3.00 hours of legal ethics including a presentation on How to Ethically and Legally Represent a Business Organization in Crisis: Client Confidences, Reporting Up the Ladder or Out to Third Parties.
Be sure to join your colleagues, faculty members, and planning members for our Thursday Evening Networking Reception.

Back this year, come a day early for Wednesday evening’s Nuts and Bolts of LLCs, LPs and Partnerships—ideal for beginners or a great refresher for experienced practitioners.

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Event Schedule

Program is subject to change.
All times are Central Time Zone.

  • Day 1 July 14, 2022
  • Day 2 July 15, 2022
  • Time
    Credit
    Subject
    Speaker
  • Thursday Morning, July 14, 2022
    Presiding Officer:
    Erreka Campbell, Apple, Inc. - Austin, TX
  • 7:30 am
    Austin Only
    Registration Opens
    Includes continental breakfast.

  • 8:20 am
    Welcoming Remarks

  • 8:30 am
    1.00 hr
    Case Law Update
    A survey of recent Texas cases addressing significant issues (fiduciary duties, piercing the entity veil, and more) in the context of LLCs and partnerships (including limited partnerships and LLPs).

    Elizabeth S. Miller, Baylor Law School - Waco, TX
    Douglas K. Moll, University of Houston Law Center - Houston, TX

  • 9:30 am
    1.00 hr
    A Series of Changes: Recent Developments in Texas Series LLCs
    A practice-focused review of changes to Texas Series LLC law effective June 1, 2022 and what the new “registered series” might bring to the table for practitioners followed by a discussion of common tax issues associated with series and suggested best practices.

    Katherine Noll, Chamberlain, Hrdlicka, White, Williams & Aughtry - San Antonio, TX
    K. "Andy" Tiwari, Tiwari, PLLC - San Antonio, TX

  • 10:30 am
    15-Minute Break

  • 10:45 am
    1.00 hr
    S corporations: A Cautionary Tale about Squaring the Circle
    A discussion of some of the motivations driving the use of LLCs as S corporations, some of the potential issues and some of the drafting and structuring issues that should be considered if an LLC is taxed as an S corporation. 

    Dan G. Baucum, Ferguson Braswell Fraser Kubasta PC - Plano, TX
    Robert R. Keatinge, Holland & Hart LLP - Denver, CO

  • 11:45 am
    0.75 hr
    Updated Model LLC Agreements
    Review three model agreements tailored for a closely held company, including a discussion of some recent changes in the models as well as decisions that the authors made in drafting the models to help improve your drafting skills and result in better operating agreements.

    Cliff Ernst, McGinnis Lochridge - Austin, TX
    Elizabeth S. Miller, Baylor Law School - Waco, TX

  • 12:30 pm
    Austin Only
    Pick Up Lunch

  • Thursday Afternoon, July 14, 2022
    Presiding Officer:
    John C. Ale, Southwestern Energy Company (Retired) - Houston, TX
  • Luncheon Presentation
  • 12:50 pm
    0.50 hr
    DAOs (Decentralized Autonomous Organizations): What Are They? Does Texas Recognize Them? Are They a Flash in the Pan or Destined to Be Mainstream? and Other Important Questions…
    Blockchain technology and decentralized ventures built on blockchain technology often pose interesting legal questions. One such question is whether and how a decentralized autonomous organization (DAO) can form a legally recognized business entity under existing state law. Review a quick introduction to the technology, explore the existing landscape of DAOs in use in the industry, and investigate whether and how such organizations can form legally recognizable entities under Texas law.

    Carla L. Reyes, Southern Methodist University Dedman School of Law - Dallas, TX

  • 1:20 pm
    15-Minute Break

  • 1:35 pm
    1.00 hr ethics
    How to Ethically and Legally Represent a Business Organization in Crisis: Client Confidences, Reporting Up the Ladder or Out to Third Parties
    The ethical and legal issues confronting an attorney who represents a business organization in crisis are among the most complicated in all of legal ethics. Unpack the primary considerations for both in-house and outside counsel when they try to navigate the turbulent waters of a business organization confronting crisis. At the core of the attorney’s responsibilities is to keep client confidences and maintain the attorney-client privilege, but simultaneously comply with mandatory or discretionary disclosure regimes of Texas and ABA ethical rules, Sarbanes-Oxley Act of 2002, and federal securities laws.

    William D. Elliott, Elliott, Thomason & Gibson, LLP - Dallas, TX

  • 2:35 pm
    0.75 hr
    Joint Ventures Between Business Entities
    Joint ventures are essential to the business environment in Texas. Though courts have generally treated these like general partnerships and applied partnership law, there are two distinct and possibly opposite trends that we will discuss. First, courts are increasingly finding that JV interests are securities (particularly in the oil and gas space in TX and CO) and second, the Delaware Court of Chancery has allowed a JV to disclaim partnership status and fiduciary duties, though the JV is not an entity that statutorily has the power to disclaim fiduciary duties.

    Christine Hurt, Southern Methodist University Dedman School of Law - Dallas, TX
    John C. Ale, Southwestern Energy Company (Retired) - Houston, TX

  • 3:20 pm
    10-Minute Break

  • 3:30 pm
    0.50 hr ethics
    Diversity and Equity Issues for Small Businesses
    Every business should be committed to diversity and equity irrespective of its size. This section will discuss how small businesses can be intentional about doing their part to create a more equitable workplace and community. 

    Meagan Harding, Rosa Rebellion - Houston, TX

  • 4:00 pm
    0.75 hr
    0.25 hr ethics
    Issues with Representing Family Businesses
    Family limited partnerships and family limited liability companies have been used by estate planners for many years. A discussion of the role these entities can play given the current state of the law and current trends in estate planning. Consider ethical issues raised when dealing with multiple family members.

    Douglas Paul, McGinnis Lochridge - Austin, TX

  • 4:45 pm
    0.75 hr ethics
    Opinions Letters to Clients – Developing Customs and Usages for the Role and Responsibilities of Lawyers in Preparing Opinion Letters to Clients
    Consider the similarities and differences between (i) opinion letters requested by a client to be relied on by it (client opinion letters) and (ii) opinion letters requested by a client to be relied on by a non-client, which opinion letters address matters regarding the client (third-party opinion letters). Hear a discussion on how principles of customary practice have developed in connection with third party opinion letters, how those third-party opinion letter principles of customary practice have been introduced into client opinion letters by the Delaware Chancery Court in the recent decision of Bandera Master Fund LP, et al v. Boardwalk Pipeline Partners LP, et al, and how that introduction may affect the preparation of the client opinion letters.

    Frank Garcia, Norton Rose Fulbright US LLP - Houston, TX
    Robert R. Keatinge, Holland & Hart LLP - Denver, CO

  • 5:30 pm
    Austin Only
    Adjourn to Reception (5:30 p.m. to 6:30 p.m.)
    Join us for drinks and hors d’oeuvres with program faculty and attendees.

  • Time
    Credit
    Subject
    Speaker
  • Friday Morning, July 15, 2022
    Presiding Officer:
    Cliff Ernst, McGinnis Lochridge - Austin, TX
  • 7:30 am
    Austin Only
    Registration Opens
    Includes continental breakfast.

  • 8:30 am
    0.75 hr
    Secretary of State Update
    Learn about filing tips and resources that will make your transactions with the Secretary of State easier and more predictable; hear updates on notable legislation and our system modernization initiative.

    Traci L. Cotton, Texas Secretary of State - Austin, TX
    Materials By:
    Carmen Flores, Texas Secretary of State - Austin, TX

  • 9:15 am
    0.75 hr
    IRS Audits of Private Equity and Investment Funds
    For partnerships, including LLCs taxed as partnerships, the audit rules introduced under the Bipartisan Budget Act of 2015 were a game-changer. Beginning in 2018, the rules have impacted most partnerships, regardless of size. Partnership audits are expected to increase as a result of these rules and the IRS’s increased focus on partnership audits and more funding. Dive into current partnership audit rules with a particular focus on their impact on private equity and other investment funds. Examine provisions in partnership or LLC agreements to address the new audit regime.

    Brandon Bloom, Holland & Knight LLP - Dallas, TX
    Lee Meyercord, Holland & Knight LLP - Dallas, TX

  • 10:00 am
    15-Minute Break

  • 10:15 am
    0.75 hr
    LLC’s and Reverse Veil Piercing
    Reverse veil piercing is an equitable remedy that makes an entity liable for claims against an owner of the entity. Examine Texas cases applying the remedy of reverse veil piercing to Texas limited liability companies.

    Cliff Ernst, McGinnis Lochridge - Austin, TX

  • 11:00 am
    0.75 hr
    Planning the Sale of a Closely Held Business
    Hear important issues to be considered in connection with the sale of a closely held business and why business owners should begin the process of selling a closely-held business with advanced planning. Review process steps including gaining an understanding of the sales process, identifying an appropriate team of advisors, transaction architecture and potential impact to the sellers goals, identifying and addressing potential barriers, advanced due diligence, communications management, and plans for managing the business to maximize its value to the seller.

    Ricardo Garcia-Moreno, Haynes Boone, LLP - Houston, TX
    Frank Z. Ruttenberg, Haynes and Boone, LLP - San Antonio, TX

  • 11:45 am
    0.50 hr ethics
    Pro Bono Opportunities for Business Attorneys
    Texas Accountants and Lawyers for the Arts (TALA) offers attorneys the opportunity to work with creatives, non-profits, and others who qualify based on their income on various legal issues such as entity formation, contracts, trademark/patent/copyright filings, and other general legal needs. An in depth discussion on these opportunities as well as give several examples of cases or matters handled by volunteer attorneys.

    Angela L. Lee, TALA - Austin, TX
    Adrian Resendez, Brough & Resendez PLLC - Austin, TX

  • 12:15 pm
    Adjourn

  • Day 1 July 14, 2022
  • Day 2 July 15, 2022
Download Schedule

Conference Faculty

John C. Ale

Southwestern Energy Company (Retired)
Houston, TX

Dan G. Baucum

Ferguson Braswell Fraser Kubasta PC
Plano, TX

Brandon Bloom

Holland & Knight LLP
Dallas, TX

Traci L. Cotton

Texas Secretary of State
Austin, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Cliff Ernst

McGinnis Lochridge
Austin, TX

Carmen Flores

Texas Secretary of State
Austin, TX

Frank Garcia

Norton Rose Fulbright US LLP
Houston, TX

Ricardo Garcia-Moreno

Haynes Boone, LLP
Houston, TX

Meagan Harding

Rosa Rebellion
Houston, TX

Christine Hurt

Southern Methodist University Dedman School of Law
Dallas, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

Angela L. Lee

TALA
Austin, TX

Lee Meyercord

Holland & Knight LLP
Dallas, TX

Elizabeth S. Miller

Baylor Law School
Waco, TX

Douglas K. Moll

University of Houston Law Center
Houston, TX

Katherine Noll

Chamberlain, Hrdlicka, White, Williams & Aughtry
San Antonio, TX

Douglas Paul

McGinnis Lochridge
Austin, TX

Adrian Resendez

Brough & Resendez PLLC
Austin, TX

Carla L. Reyes

Southern Methodist University Dedman School of Law
Dallas, TX

Frank Z. Ruttenberg

Haynes and Boone, LLP
San Antonio, TX

K. "Andy" Tiwari

Tiwari, PLLC
San Antonio, TX

Planning Committee

Cliff Ernst—Co-Chair

McGinnis Lochridge
Austin, TX

Elizabeth S. Miller—Co-Chair

Baylor Law School
Waco, TX

John C. Ale

Southwestern Energy Company (Retired)
Houston, TX

Erreka Campbell

Apple, Inc.
Austin, TX

Traci L. Cotton

Texas Secretary of State
Austin, TX

Brady J. Cox

Jackson Walker LLP
Dallas, TX

Barbara Spudis de Marigny

Baker Botts
Houston, TX

William D. Elliott

Elliott, Thomason & Gibson, LLP
Dallas, TX

Carmen Flores

Texas Secretary of State
Austin, TX

Trenton Hood

Winstead PC
Dallas, TX

Brandon S. Jones

Winstead PC
Fort Worth, TX

Robert R. Keatinge

Holland & Hart LLP
Denver, CO

April Rogers

The University of Texas School of Law
Austin, TX

Sally A. Schreiber

Attorney at Law
Dallas, TX

K. "Andy" Tiwari

Tiwari, PLLC
San Antonio, TX

Lorna S. Wassdorf

Austin, TX

Credit Info

  • Austin
  • Webcast
MCLE Credit
Toggle view Texas – 11.50 hrs  |  3.00 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Consumer Law, Civil Trial Law, Tax Law
You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas. A Certificate of Attendance will be provided in Your Briefcase for your records. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number  provided on your certificate of attendance.
Toggle view California – 11.50 hrs  |  3.00 hrs Ethics
You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov.  UT Law CLE will maintain Attendance Records for four years.  
Toggle view Oklahoma – 14.00 hrs  |  3.50 hrs Ethics
You must claim and certify your credit online in Your Briefcase, then you will then be provided a Certificate of Attendance for your records. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the conference.
Toggle view Pennsylvania – 11.00 hrs  |  3.00 hrs Ethics
UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. Attorney attendance will be reported to Pennsylvania within 2 weeks after credit is claimed and submit. Attorneys are not able to report this credit on their own, and UT Law CLE pays all associated fees for the credit hours. Contact us at accreditation@utcle.org if you have additional questions.
Toggle view Other States – 11.50 hrs  |  3.00 hrs Ethics
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state to ensure it will qualify for self-reporting your credits.

You must claim and certify your credit online in Your Briefcase, you will then be provided a Certificate of Attendance for your records and to provided to other licensing authorities as needed.

MCLE credit is presented based on a 60-minute credit hour.
Other Credit
Toggle view National Accounting CPE – 14.00 hrs
The University of Texas School of Law is registered with the National Association of State Boards of Accountancy (NASBA) as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be submitted to the National Registry of CPE Sponsors through its website: www.nasbaregistry.org.

Delivery Method: Group-Live (UT Law CLE is a provider of NASBA Group-Live credit only, which excludes online offerings. 

To comply with NASBA Standards, attendees claiming CPE credit must sign in to verify attendance for each segment. Attendance sign-in sheets will be available at the registration desk. You will need your CPA license number to sign in. A CPE Certificate of Completion will be provided at the conclusion of the conference.

Reporting: CPAs are responsible for reporting CPE credits earned to their state's accountancy board, and must retain appropriate documentation of their participation in learning activities. Visit your state’s reporting website for more information or www.nasba.org.
Toggle view TX Accounting CPE – 14.00 hrs
The University of Texas School of Law (Provider #250) live conferences are presumptively approved by The Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

At the conference, you are welcome to sign in on the Accounting CPE Record of Attendance form at the registration desk, but we are now reporting all credit online. You will receive a Texas Accounting Certificate of Completion in Your Briefcase. Self-report your CPE credit directly to TSBPA. UT Law CLE will maintain Attendance Records for four years.  

Contact us at accreditation@utcle.org if you have additional questions.
MCLE Credit
Toggle view Texas – 11.50 hrs  |  3.00 hrs Ethics
Legal Specialization(s): Civil Appellate Law, Consumer Law, Civil Trial Law, Tax Law
You may claim your credit online in Your Briefcase, and UT Law CLE will report credit on your behalf to the State Bar of Texas.  A Certificate of Completion will be emailed to you upon claiming credit. The system reports Texas CLE credit every Tuesday. If you are claiming credit in the last week of your birth month, self-report your CLE credit directly to the State Bar of Texas at texasbar.com, using the course number  provided on your certificate of attendance.
Toggle view California – 11.50 hrs  |  3.00 hrs Ethics
To claim California MCLE credit, California credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion. 

You must claim your credit online in Your Briefcase, and will then be provided a Certificate of Attendance for your records. UT Law CLE is required to provide the State Bar with electronic attendance records for any MCLE participatory activity within 60 days of completion of the activity. The California licensee is responsible for reporting their compliance/credit hours earned to the State Bar at the end of their reporting period directly to the State Bar of California at calbar.ca.gov.  UT Law CLE will maintain Attendance Records for four years.  

MCLE credit is presented based on a 60-minute credit hour.
Toggle view Oklahoma – 14.00 hrs  |  3.50 hrs Ethics
To claim Oklahoma MCLE credit, Oklahoma credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion. 

The University of Texas School of Law (Provider #169) live webcast presentations meet the requirements and are presumptively approved by the Oklahoma Bar Association for MCLE credit based on a 50-minute credit hour. Upon claiming credit, a Certificate of Completion will be emailed to you. UT Law CLE will report credit on your behalf to the Oklahoma Bar Association within 30 days after the webcast.
Toggle view Pennsylvania – 11.50 hrs  |  3.00 hrs Ethics
To claim Pennsylvania MCLE credit, Pennsylvania credit option must be selected PRIOR to viewing the live webcast. This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. Verification pop-ups will NOT display when the webcast video player is in "full screen" mode. Furthermore, the notification sound effect alerting pop-ups, will NOT play on mobile devices. We recommend viewing from a computer, as opposed to a mobile device, should MCLE credit, other than Texas, be needed. The response record is detailed on the Certificate of Completion. 

UT Law CLE is an approved provider of Pennsylvania credit, sponsor #236. Attorney attendance will be reported to Pennsylvania within 2 weeks after credit is claimed and submitted. Attorneys are not able to report this credit on their own, and UT Law CLE pays all associated fees for the credit hours. Contact us at accreditation@utcle.org if you have additional questions.

MCLE credit is presented based on a 60-minute credit hour.
Toggle view Other States – 11.50 hrs  |  3.00 hrs Ethics
Note on Self-Reporting Your Credits in Another State
If you wish to satisfy MCLE or other professional education requirements in another state for a program offered by the University of Texas School of Law, please check with the state bar or other licensing authority in that state to ensure it will qualify for self-reporting your credits.
 
To claim Other States MCLE credit, Other States credit option must be selected PRIOR to viewing the live webcast. You must claim and  certify your credit online in Your Briefcase, you will then be provided a Certificate of Attendance for your records and to provide to other licensing authorities as needed. 

This accreditation requires attendance verification. UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.
MCLE credit is presented based on a 60-minute credit hour.
Other Credit
Toggle view CPA - Other States – Expected – 14.00 hrs
You may use this accounting certificate to self-report your CPA credit to various states. Use this handy registry guide for state-by-state rules: https://www.nasbaregistry.org/cpe-requirements
Toggle view TX Accounting CPE – 14.00 hrs
The University of Texas School of Law (Provider #250) live webcast presentations meet the requirements and are presumptively approved by the Texas State Board of Public Accountancy for Texas Accounting CPE credit based on a 50-minute credit hour. Approved for general CPE credit only.

This accreditation requires attendance verification. In compliance with the rules, UT Law CLE monitors and records attendee responses to questions that randomly appear during the live webcast presentation. The response record is detailed on the Certificate of Completion.

To claim Texas Accounting CPE credit, the Texas Accounting CPE credit option must be selected PRIOR to viewing the live webcast. Upon claiming credit, a Certificate of Completion will be emailed to you. Self-report your CPE credit directly to the Texas State Board of Public Accountancy.

Contact us at accreditation@utcle.org if you have additional questions.

Key Dates

Austin – Jul 14-15, 2022 – Sheraton Austin Hotel at the Capitol
Conference Concluded
Webcast – Jul 14-15, 2022
Conference Concluded
Buy
  • Austin
  • Webcast
Individual
Last day for $595.00 Regular pricing: Jul 6, 2022

$645.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $535.00 Regular pricing: Jul 6, 2022

$585.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $475.00 Regular pricing: Jul 6, 2022

$525.00 for registrations received after this time

Last day for cancellation (full refund): Jul 8, 2022

$50 processing fee applied after this date

Last day for cancellation: Jul 11, 2022
Individual
Last day for $595.00 Regular pricing: Jul 6, 2022

$645.00 for registrations received after this time

Group (5 registrants minimum)
Last day for $535.00 Regular pricing: Jul 6, 2022

$585.00 for registrations received after this time

Group (10 registrants minimum)
Last day for $475.00 Regular pricing: Jul 6, 2022

$525.00 for registrations received after this time

Last day for cancellation (full refund): Jul 8, 2022

$50 processing fee applied after this date

Last day for cancellation: Jul 11, 2022

Venue

speaker

Sheraton Austin Hotel at the Capitol

701 E. 11th Street
Austin, TX 78701
512-478-1111
1-888-627-8349 (reservations)
Map

Accommodations

A limited number of rooms have been reserved at a special rate of $159 per night. The special room rate is available until June 27, or until the room block is exhausted, whichever comes first. You can reserve by calling 888-627-8349 and mentioning "2022 Partnerships Conference" and mini hotel code LV2, or by visiting their website. 

Parking Information

Self-parking is available in the hotel's attached parking garage, with an entrance along E. 11th St. Daily self-parking is $25 per car, per day and overnight is $30. 

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