DOC1687058686.pdf

Procure-to-Pay

3835 Holdrege Street | Lincoln, NE 68583-0742 | 402.472.2126 nebraska.edu/p2p

University of Nebraska Contract Summary

CONTRACTOR/COMPANY INFORMATION

Supplier WHEELS UP PARTNERS HOLDINGS LLC

AIR PARTNER LLC

Contact Kevin Ross

Sourcing Agent Alex Caruso Email Kevin.ross@airpartner.com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Athletcis

Department Contact Blake Chramosta – bchramosta@huskers.com

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

VB charter flight agreement

Contract Document Document Amt Total Amt Start Date End Date Notes

Master Agreement $301,500.00 $301,500.00 08/28/2025 11/22/202

COMPETITION/BID INFORMATION

Bid Number N/A

Competition NCPD Approved

Contract Information

INTERNAL USE ONLY

CW34548

AIRCRAFT CHARTER BROKER AGREEMENT

This Aircraft Charter Broker Agreement (together with the “Appendix” attached hereto, this “Agreement”) is dated as of July 23rd, 2025, to be effective in all respects when fully executed by both parties and is made between:

(1) Air Partner LLC, a Delaware limited liability company located at 11 W 42nd Street, 27th Floor, New York, NY 10036

("AP"), and

(2) Board of Regents of the University of Nebraska at Lincoln, a public body corporate and governing body of the University of Nebraska, by and on behalf of the University of Nebraska-Lincoln and its Department of Intercollegiate Athletics, with an office at 1 Stadium Dr, Lincoln, NE 68588 (“Client”)

AP and the Client shall be hereinafter referred to separately as “Party” or jointly as “Parties”.

WHEREAS

1. AP is the charter broker appointed by Client to make arrangements for charter flights on its behalf.

2. Client is the charterer of the Flight(s) (as defined below) with the Air Carrier (as defined below) and appoints AP to make all necessary arrangements for the charter flight and authorizes AP to enter into any and all contracts on behalf of the Client as is necessary to fulfil the Flight(s).

AGREED TERMS

1. Interpretation

1.1. The following definitions apply in this Agreement:

1.1.1. Additional Fees: those additional fees and reimbursement of costs and expenses charged by the Air Carrier and payable by the Client in accordance with this Agreement;

1.1.2. Air Carrier: any commercial air carrier or aircraft operator selected to provide Flights under this Agreement holding an Air Carrier Certificate under 14 C.F.R. Part 119 authorizing them to furnish air transportation services pursuant to 14 C.F.R Part 121 or 135 (or equivalent license as a foreign air carrier under applicable foreign law);

1.1.3. Aircraft: the aircraft described in the Appendix or any alternative aircraft used to perform a Flight;

1.1.4. AP Privacy Policy: the AP privacy policy from time to time in force and available on AP’s website https://www.airpartner.com/en/privacy-statement/ or otherwise notified to Client;

1.1.5. Appendix: the document attached hereto setting out the aircraft charter requirements of Client (including details of the Aircraft, Charter Price, Flight, and Air Carrier);

1.1.6. Charter Price: the combined price for the provision of the Flight by the Air Carrier (including fuel, oil, maintenance, landing, hangarage, parking, ground handling and the remuneration and expenses of air crew) together with the provision of brokerage and facilitation services by AP, as set out in the Appendix and which is payable by the Client in accordance with this Agreement;

1.1.7. Charter Regulations: Title 14 of the Code of Federal Regulations (“CFR”) Parts 212, 372, 380 and 399 and any policy statements issued in connection therewith, and all other applicable laws, rules, and regulations promulgated by DOT;

1.1.8. Check-in Time: the time or times stated in the Appendix or otherwise communicated to the Client in writing by the Air Carrier or AP;

1.1.9. [Intentionally Omitted].

1.1.10. Conventions: all carriage by air of the passengers and their baggage on any Flight shall be subject to the conditions of carriage (or equivalent) of the Air Carrier (if any) and the relevant statutory and/or other provisions relating to liability of the Air Carrier, including any applicable to domestic carriage and, in the case of international carriage, the provisions of the Warsaw Convention 1929 or the Warsaw Convention as amended by the Hague Protocol 1955 or such other versions of the Warsaw Convention as varied or the Montreal Convention 1999, whichever may apply, if any;

1.1.11. Flight: the flight, or each of the flights, and any associated services, as set out in the Appendix;

1.1.12. Force Majeure Event: any event beyond either Party’s or its respective affiliates reasonable control including acts of God, explosions, revolutions, acts of terrorism, hijacking, insurrection, riot, civil commotion, war, national or local emergency, act of government, lock-out, strike, labor disputes that do not relate to AP’s workforce or restraints or delays affecting aircraft operators and carriers (including, without limitation, “slot delays”, closure or congestion of airports, Air Traffic Control congestion, or natural or nuclear disaster), fire, lightning, flooding, fog, snow, embargoes, quarantine, requisition of an aircraft, acts or omissions of third parties, lack of serviceability of Aircraft or operation of Aircraft resulting from other unforeseeable events such as supply chain issues or a financial markets crisis, weather conditions, service bulletins, airworthiness directives, or accident to the Aircraft or any part of it, or the act of any authority;

1.1.13. Insolvency Event: in respect of a person who is a corporate entity, means an event where: (i) a person ceases or threatens to cease to carry on business, or (ii) is found unable to pay its debts as they fall due, or (iii) suspends https://url.avanan.click/v2/___https:/www.airpartner.com/en/privacy-statement/___.YXAzOndoZWVsc3VwOmE6bzpjMDc3ZGI0NWM1NTRkNmQ0ZWI5YzlmYzJiOWY0OWM2MTo2OjNjYzc6ODVhYjhjODJiM2M5MGJkMTQ2MzM0MTI2YmNkNDQ2OTM1NmJmNjU0MWIzZjU2MGMwM2U0MDUxZjM1NWUxZWRmMDpwOlQ6Tg making payments on any of its debts, or (iv) has an administrator, receiver, administrative receiver or manager appointed over the whole or any part of its assets, or (v) enters into any composition with creditors generally, or (vi) has an order made or resolution passed for it to be wound up (otherwise than in furtherance of any scheme for solvent amalgamation or solvent reconstruction), and in respect of a person being an individual, an event where such person is the subject of a bankruptcy petition or order;

1.1.14. Loss: any loss, damage, judgment, settlement, expense, interest, and any other liability (including reasonable attorneys' fees and costs) related to or arising out of any third party allegation, claim, lawsuit, or proceeding;

1.1.15. Passenger: the person or persons who will be travelling on the Flight and with whom the Air Carrier will have a contract of carriage (commonly known as conditions of carriage) with, such Agreement being subject to the applicable Convention;

1.1.16. Departure Time: the scheduled time of departure of the Flight, as set out in the Appendix;

1.1.17. Subsidiary: means, in respect of a person, an entity in which such person holds more than 50% of the shares or an entity which such person controls by virtue of being able to direct or cause the direction of the management and policies of such entity, whether by contract or otherwise;

1.1.18. Term: The term of this Agreement shall commence upon signature of this Agreement and shall continue until completion of the last Flight as per the Flight Schedule in the Appendix;

1.1.19. Travel Documents: all Passenger tickets, baggage checks, air waybills, identity documents, visas and other documents required under the applicable Convention, by any other applicable laws and by the authorities of states of departure, transit and arrival of the Flight.

1.2. If there is any conflict and/or inconsistency between these terms and conditions and any solicitation, purchase order, addendum, exhibit, appendix, bid, proposal, quotation, or statement of work attached to this Agreement (“Ancillary Document”), precedence is established by the order of the following documents (with the document having a lower numerical value in this section prevailing over a document with a higher numerical value in this section): (1) the University of Nebraska Legal and Policy Compliance Addendum, which is attached hereto and incorporated by this reference, (2) this Agreement, (3) any Ancillary Document originating with Client and incorporated by reference into this Agreement, and (4) any Ancillary Document not originating with Client and incorporated by reference into this Agreement.

1.3. An obligation on the Client to do, or to refrain from doing, any act or thing shall include an obligation upon the Client to procure that the Passengers, any sub-charterer(s) and the Client's officers, employees, subcontractors or agents also do, or refrain from doing, such act or thing.

1.4. The Parties hereby agree that their business involves, among other activities, introducing, participating, effectuating and consummating transactions between their respective contacts, including other Parties and Affiliates (each, a "Transaction"). In consideration of the foregoing, each undersigned Party hereby irrevocably agrees and warrants that it and its affiliates shall not, directly or indirectly, interfere with, circumvent, attempt to circumvent, avoid or bypass any Party from any Transactions between the Parties' contacts, or obviate or interfere with the relationship of any Party and its contacts for the purpose of gaining any benefit, whether such benefit is monetary or otherwise. The Parties also undertake not to make use of any third party to circumvent this paragraph.

2. AP Role and Obligations

2.1. AP is an aircraft charter broker, not an air carrier, and is acting solely as agent for and on behalf of Client in connection with the Flight(s) in the Appendix. AP represents that the Air Carrier listed in the Appendix is the FAA certificated Part 121 or Part 135 supplemental direct air carrier, or foreign equivalent, which will operate and provide the Flight. AP shall not be responsible for the failure by Air Carrier to perform any or all of such Air Carrier’s obligations in connection with the Flight, other than as set out in this Agreement.

2.2. [Intentionally Omitted].

2.3. By written acceptance of the Appendix (via email or signature of the Appendix), Client authorizes AP to book the Flight(s) shown on the Appendix with the Air Carrier, on behalf of, and as agent of Client.

2.4. AP agrees to hold all insurances required by this Agreement and applicable law and/or regulation as a charter broker throughout the Term of this Agreement.

2.5. In entering into this Agreement, AP neither acts nor holds itself out as:

2.5.1. a principal in respect of, or providing, the Flight (or any part thereof);

2.5.2. a licensed commercial air carrier or aircraft operator; or

2.5.3. an agent of the Air Carrier or any other third parties involved in the Flight.

2.6. The Client acknowledges and agrees that Flights will be provided by the Air Carrier under FAR Part 121 or Part 135 and other third parties (including handling agents, caterers and ground transportation) and that the Air Carrier and such other third parties will have the exclusive responsibility and liability for the provision of (or failure to provide) the Flight including maintenance and operation of the Aircraft and direction of the crew, subject to the terms of this Agreement.

2.7. If at any time prior to the Departure Time the Aircraft becomes unavailable or unserviceable, AP shall, provide reasonable assistance to find a suitable substitute aircraft with sufficient passenger capacity and of a similar quality to the Aircraft (a “Suitable Substitute Aircraft”) within a reasonable time after AP becomes aware of the Aircraft becoming unavailable or unserviceable. If there is a discrepancy from the previously quoted price and the price of any Suitable Substitute Aircraft identified by AP pursuant to this section, the Client (a) shall pay any difference in the case of a higher quoted price or be refunded in the case of a lower quoted price or (b) may choose to cancel the trip without penalty.

2.8. [Intentionally omitted].

3. General Client obligations and responsibilities

3.1. Client shall comply with its obligations and responsibilities set out in this Agreement, ensure that all information that it provides to AP and Air Carrier is provided within the timescales required, and is complete and accurate. Client must comply with any reasonable requirements of the Air Carrier and all conditions of any licences and/or permits which relate to the Aircraft and/or the Flight. The Client is to comply with any and all decisions of the Air Carrier and the captain of the Aircraft.

AP is not responsible for any decision of the Air Carrier or captain of the Aircraft and any consequences thereof, including any effect on the performance of AP’s obligations under this Agreement.

3.2. Client and its passengers shall comply with all applicable DOT, FAA, TSA and other laws and regulations. The Client undertakes to notify AP immediately of the failure of any charter passenger or prospective charter passenger to comply with all the applicable charter regulations including but not limited to the Charter Regulations, if and as applicable.

3.3. Client represents and warrants that to the best of its knowledge and belief the information provided in connection with any Flight will be true, accurate, and complete as of the date of such information and will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained herein or therein not misleading.

3.4. Client shall comply with any and all safety decisions of the Air Carrier and the captain of the Aircraft.

4. Loading and embarkation

4.1. The Client shall ensure that the passengers and their baggage shall be at the specified check-in point at the departure airport not later than the Check-in Time and that all Passengers possess all Travel Documents.

4.2. If it is necessary in the captain's sole discretion for any Flight to be diverted in order to remove any passenger whose conduct or mental or physical condition is such as to cause discomfort or nuisance to other passengers or involve any hazard or risk to the Passenger or other passengers or to property, then the Client shall be responsible for all reasonable costs incurred by AP as a result of, and caused by, such a diversion and/or removal..

5. Charges and price variations

5.1. The Client will pay AP (or if directed by AP, the Air Carrier) the Charter Price and Additional Fees (as may be varied in accordance with this clause 5) as agreed to under the Appendix for a particular Flight.

5.2. All other reasonable costs arising out of or in connection with this Agreement and any Appendix including all licence fees, clearance fees, non-objection fees and permission fees levied by national air carriers, baggage screening charges, security charges, increased airline insurance rates, customs duties, airport and passenger taxes, connections to and from airports, ground accommodation and cabin services, shall exclusively be for the account of the Client (and the Client shall pay AP or if directed by AP, the Air Carrier) unless otherwise specified in this Agreement.

5.3. The Charter Price, Additional Fees and any other costs payable under or in connection with this Agreement are:

5.3.1. subject to any applicable taxes and also to any surcharge for any fuel, insurance or currency variations imposed by the Air Carrier from time to time; and

5.3.2. exclusive of value added or sales taxes (if applicable) which shall be paid in addition by the Client at the rate ruling at the tax point.

5.4. AP is responsible for the safekeeping of the portion of the Charter Price which is payable to the Air Carrier, and the Additional Fees whilst the same are in AP's bank account. Subject to the exclusions in section 11.2, below, as soon as such monies have been transferred to the Air Carrier, AP bears no further responsibility or liability in respect thereof.

6. Payment

6.1. The Appendix specifies the Charter Price and any Additional Fees, and Client will pay in accordance with the Payment

Due Dates set forth in the Appendix and any invoice provided by AP in accordance with Nebraska’s Prompt Payment Act (Neb. Rev. Stat. § 81-2401 to 81-2408).

6.2. If any payment is not received by the date specified in the Appendix, AP may, without prejudice to any other rights or remedies it may have in respect of such default suspend provision of any services upon fourteen days’ notice to the Client.

6.3. The Client acknowledges that late payment may result in the Flight being cancelled and cancellation charges being payable by the Client in accordance with clause 9.4.

6.4. The Client agrees that AP my charge client interest for late payment in compliance with Neb. Rev. Stat. § 81-2404.

6.5. Notwithstanding anything to the contrary in this Agreement, the Client agrees to make payments to AP in compliance with

Nebraska’s Prompt Payment Act (Neb. Rev. Stat. § 81-2401 to 81-2408).

6.6. AP shall advise the Client as soon as practicable of any governmental charges or taxes levied against the Air Carrier or AP which are the responsibility of the Client and which are not specifically included in the Charter Price. Such taxes and charges shall be payable by Client within ten (10) business days of receipt of such notice.

6.7. The Wire Details for payment of AP invoices is as follows:

JP Morgan Chase: 1 Chase Manhattan Plaza, New York, NY 10005 Account Number: 928029195 ABA/Routing: 021000021, Swift Code: CHASUS33

7. Licences and international regulations

7.1. All Flights are conditional on the timely issuance and continued retention of, and are subject to, the terms and conditions of (i) the relevant air transport licence issued to the Air Carrier by the relevant authority and (ii) any further licences or authorities which may be required for the operation of the Flight, whether required under the laws or regulations of the state in which the Aircraft is registered or any other state to, from or over which the Aircraft will be flown in the course of the Flight. Where access is not granted for any of the required approvals, clearances, permits, operating authority sufficiently in advance of scheduled time of departure to make the required flight arrangements or shall, after issuance, revoke or rescind the same, AP and Air Carrier may, after making a reasonable effort to find a Suitable Substitute Aircraft for Client and being unsuccessful in such efforts, elect to cancel the affected Flight(s) without liability for loss, injury, damage or delay to Client, subject to the exclusions set forth in section 11.2 below.

7.2. If licences and authorities required for the operation of the Flight are in AP's reasonable opinion not likely to be obtained in good time or where obtained are not likely to be retained and AP has made a reasonable effort to find a Suitable Substitute Aircraft for Client and being unsuccessful in such efforts, AP shall have, the right to, in its reasonable discretion, cancel the impacted Flight(s) without any further liability to the Client except that AP shall be obliged to refund monies paid by the Client after deducting (i) a reasonable amount for the costs of administration and (ii) any non-refundable amount paid or payable to the Air Carrier. The limitation of AP’s liability in this section, if any, shall be subject to the exclusions set forth in section 11.2 below.

8. Changes, delays, alterations and diversions

8.1. AP will use reasonable efforts to accommodate any Client change request to the Flights, but Client acknowledges and agrees that such requests are subject to availability of the Air Carriers, aircraft, crew, and other required aspects of the flight and may result in additional charges. AP shall not be liable, and Client shall continue to be bound by the cancellation terms in the Appendix, in the event that AP or Air Carrier is unable to accommodate any Client change request.

8.2. To the extent required to comply with applicable laws and regulations, and as reasonably necessary to ensure the safety and security of the Flight, Client acknowledges that the Air Carrier or its agents may inspect and examine any baggage belonging to any passenger whether accompanied or not and may, without prejudice to the foregoing, refuse to carry any baggage considered to be unsuitable for carriage by air whether by its nature or any applicable laws, orders or regulations of any country flown from, over or to.

8.3. When reasonably necessary, AP and the Air Carrier expressly reserves the right to substitute aircraft for any Flight, provided such substitute aircraft can accommodate all passengers that would have flown on the Aircraft for which the substitution is being made.

9. Cancellation and termination

9.1. The Client may cancel this Agreement at any time prior to departure by notice in writing to AP. Upon such cancellation, Client shall pay the cancellation charges set out as follows: when the cancellation occurs (i) more than sixty (60) days before the Flight is to commence as set forth in the Flight Schedule, the cancellation charge for such charter flight shall be twenty- five percent (25%) of the Charter Price therefor; (ii) at least fourteen (14) days but not more than sixty (60) days before such Flight is to commence as set forth in the Flight Schedule, the cancellation charge shall be fifty percent (50%) of the Charter Price therefor; or (iii) less than fourteen (14) days before such Flight is to commence as set forth in the Flight Schedule, the cancellation charge shall be one-hundred percent (100%) of the Charter Price therefor; provided, however, that such cancellation shall not relieve Client of its obligation to pay AP for any services already provided in relation to such

Flight(s). AP will apply any monies paid to it by the Client against such cancellation charges. To the extent further costs, expenses or damages are due from the Client under or in connection with this Agreement, the Client agrees to pay such sums in accordance with clause 6.

9.2. Without prejudice to any other rights or remedies that AP has, AP may terminate this Agreement by notice in writing if:

9.2.1. the Client commits a material breach of this Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within a reasonable time;

9.2.2. the Client (or any Passenger, officer, employee, sub-charterer, agent or subcontractor) requires AP or any officer, employee, agent or sub-contractor of the AP Group to act improperly for the purposes of all applicable rules and regulations;

9.2.3. any damage caused to, or injury suffered by, the Aircraft, any person or any other property carried on board the Aircraft and which in each case arises from any act or omission of the Client or a passenger;

9.2.4. any passenger being refused entry at any destination airport (including, but not limited to charges, fees, penalties or other expenses or in respect of any arrangements made by the Air Carrier or AP to return such passenger to the country from which they were originally carried); or

9.2.5. [Intentionally omitted]

9.2.6. the Client undergoes insolvency.

9.3. Without prejudice to any other rights or remedies that the Client has, the Client may terminate this Agreement immediately by notice in writing if AP:

9.3.1. commits a material breach of this Agreement, which is incapable of remedy or which, if capable of remedy, is not remedied within a reasonable period time;

9.3.2. if AP or an Air Carrier discloses any client confidential information, including its passenger’s identities, itineraries, or other information obtained in providing the Flight;

9.3.3. fails to maintain insurance;

9.3.4. fails to comply with applicable laws;

9.3.5. is unable to obtain or loses any license or other evidence of the right and privilege to conduct business as required under this Agreement; or

9.3.6. undergoes insolvency.

9.4. If AP terminates this Agreement in accordance with clause 9.2, the Client shall forthwith pay AP the cancellation charges set out herewith.

9.5. [Intentionally omitted].

10. Force majeure

10.1. Neither Party shall be liable for any default under or in connection with this Agreement where such default is caused by a

Force Majeure Event.

10.2. Each Party will notify the other promptly after becoming aware of any Force Majeure Event.

10.3. In the event of an Air Carrier cancellation, AP will use commercially reasonable efforts to identify a replacement Air Carrier and will present Client with this option for such Flight. Subject to the exclusions in section 11.2, below, AP shall have no liability whatsoever for any Air Carrier change to, or cancellation of, any Flight, or for AP’s inability to identify a replacement Air Carrier except that AP shall be obliged to refund monies paid by the Client that have been refunded to AP by the cancelling Air Carrier.

11. Limitation of liability

11.1. This Agreement does not constitute a contract of carriage (or conditions of carriage) and AP is not, and shall not be deemed to be, acting as a common carrier or other carrier in respect of any of its obligations under or in connection with this Agreement, or any carriage provided to the Client by or on behalf of the Air Carrier.

11.2. AP does not limit or exclude its liability in respect of:

11.2.1. death or personal injury that is caused by AP under this Agreement;

11.2.2. claims for damage to real property or tangible or intangible property arising from AP’s acts or omissions under the

Agreement;

11.2.3. any loss or claim to the extent the loss or claim is covered by a policy of insurance maintained, or required by this

Agreement to be maintained, by AP;

11.2.4. damages arising from the gross negligence or wilful misconduct of AP, its employees, its subcontractors, or its agents;

11.2.5. damages arising from AP’s breach of data security or confidentiality obligations under the Agreement; or

11.2.6. any other liability (including statutory liability) to the extent it is not lawfully permitted to limit or exclude it.

11.3. AP shall indemnify Client and its officers, employees, subcontractors, directors, and agents (the “Indemnified Parties”) against all losses arising out of or in connection with:

11.3.1. [Intentionally omitted];

11.3.2. AP’s material breach of any of its warranties, representations, or obligations in this Agreement (including, without limitation, the obligation to cause the Air Carriers to comply with the warranties, representations or obligations set forth herein) except, in each case, to the extent such loss results from an indemnified party’s gross negligence, bad faith, or willful misconduct as finally judicially determined by a court of competent jurisdiction;

11.4. SUBJECT TO SECTION 11.2 ABOVE, AP IS NOT LIABLE TO THE CLIENT (AND THE CLIENT HEREBY EXPRESSLY WAIVES) FOR ANY LIABILITY BY REASON OF ANY REPRESENTATION OR ANY IMPLIED WARRANTY, CONDITION OR OTHER TERM, OR ANY DUTY AT COMMON LAW, OR UNDER THE EXPRESS TERMS OF THE AGREEMENT, FOR ANY LOSS OF PROFIT OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOSS, COSTS, EXPENSES OR OTHER CLAIMS (WHETHER CAUSED BY THE NEGLIGENCE OF AIR PARTNER, ITS DIRECTORS, OFFICERS, SERVANTS OR AGENTS OR OTHERWISE) WHICH ARISE OUT OF OR IN CONNECTION WITH THE PROVISION OF BROKERAGE UNDER THE AGREEMENT, AND THE ENTIRE LIABILITY OF AP UNDER OR IN CONNECTION WITH AP’S SERVICES AS REGARDS THIS AGREEMENT SHALL NOT EXCEED THE CHARTER PRICE FOR THE SPECIFIC FLIGHT SEGMENT IN QUESTION. AP DOES NOT GIVE ANY WARRANTY, GUARANTEE OR OTHER TERM AS TO THE QUALITY, FINANCIAL STRENGTH OR SOLVENCY, FITNESS FOR

PURPOSE OR OTHERWISE OF THE AIR CARRIER OR ANY THIRD PARTY PROVIDER.

12. Insurance

12.1. AP shall require each Air Carrier to maintain the following minimum combined single limit liability insurance coverage, including passenger liability, public liability, contractual liability, property damage liability, and personal injury coverages:

(i) US$25 million for seaplane operations; (ii) US$50 million for helicopter operations; and (iii) US$300 million for all other fixed-wing aircraft operations. The Parties acknowledge that the foregoing coverage levels are only the guaranteed minimums, based on commonly available coverage limits for each respective type of aircraft operation. The actual coverage limits may be higher. War risk coverage also shall be included on the terms of such coverage that are provided or required by applicable government authorities and that are prevailing in the commercial insurance marketplace.

12.2. AP shall direct each Air Carrier to identify Client and all of Client’s passengers as Additional Insured parties under such Air Carrier’s aviation liability insurance coverage with respect to flights taken on aircraft operated by such Air Carrier. The Parties acknowledge that, because of the number of different insurance policies that could be involved in the provision of flight services to Client, this identification of Client and its passengers as Additional Insureds will be done as a category of covered persons.

12.3. AP also shall maintain at least US$100 million in liability coverage for its performance as the charter broker appointed by

Client to arrange flights on Client’s behalf as contemplated by this Agreement, and AP will cause its clients (as a group and not by individual name) to be identified as Additional Insureds.

12.4. IF AN APPLICABLE INSURANCE POLICY IS DETERMINED TO PROVIDE COVERAGE FOR THE EVENT, CLAIM, OR

LOSS IN QUESTION, CLIENT AGREES TO ACCEPT THE PROCEEDS OF THE INSURANCE COVERAGES DESCRIBED ABOVE AS ITS SOLE RECOURSE AGAINST AP OR ANY AIR CARRIER FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH, OR PROPERTY DAMAGE) TO ANY PASSENGER;

PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY IN THE EVENT OF AP’S OR ANY AIR CARRIER’S GROSS NEGLIGENCE OR WILFUL MISCONDUCT, RESPECTIVELY, AS TO THE INSURANCE

COVERAGES THEY HAVE ARRANGED.

12.5. CLIENT ACKNOWLEDGES THAT THE PROTECTION AFFORDED IT BY THE COVERAGES DESCRIBED ABOVE MAY

BE INVALIDATED OR OTHERWISE LIMITED IF CLIENT OR ANY OF ITS PASSENGERS OR GUESTS ON A FLIGHT

ENGAGE IN GROSSLY NEGLIGENT OR WILFUL MISCONDUCT.

13. Trade Compliance Declaration

13.1. The Client hereby certifies that it is not, and that none of the passengers of the Flight are not the subject of any sanctions programs enforced by the Government of the United States of America, including the Office of Foreign Assets Control or any other applicable sanctions laws.

13.2. Client has measures in place to ensure it will not directly to indirectly remit any funds to AP on behalf any entity or individual incorporated, domiciled, located, or ordinarily resident in, or a national of Russia or Belarus, or acting on behalf of the same; or otherwise of a class or category that is restricted or prohibited. The Client also certifies that no baggage transported in the Flight shall contravene any trade compliance laws and regulations applicable to it, including, without limitation, laws or regulations related to the import, export, re-export, transfer, release or shipment of goods, technology, software or services, including: (a) the EU Dual Use Regulation, Council Regulation (EC) No 428/2009; (b) the US International Traffic in Arms Regulations; (c) the US Export Administration Regulations and (d) any UK sanctions and export control regulations and laws. The Client agrees that should any loss, claim, costs or damage arise due to a breach or potential breach of this declaration or of any applicable trade compliance and sanctions laws and regulations, AP shall have no liability towards the Client or any third party, unless such breach is caused by AP’s gross negligence or wilful misconduct. Such breach or potential breach shall be deemed material, entitling AP to terminate the Agreement.

14. General

14.1. No modification, amendment or variation of this Agreement shall be effective or binding on the parties unless made in writing and signed by authorised signatories of the parties.

14.2. This Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void..

14.3. Nothing in this Agreement shall render AP (nor any of its officers, employees, agents or subcontractors) an employee, worker or partner of the Client and accordingly it shall not hold itself out as such. The Client shall have no authority to make representations, act in the name of, or on behalf of, or to otherwise bind AP.

14.4. Any notice required or permitted to be given by either party to the other under this Agreement shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this Section to the party giving the notice and shall be sent by regular mail, postage prepaid;

by certified mail; or by overnight mail with a nationally recognized courier.

14.5. Except as expressly provided in this Agreement, the rights and remedies provided under this Agreement are in addition to, and not exclusive of, any rights or remedies provided by law.

14.6. If any term in this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant term shall be deemed deleted. Any modification to or deletion of a term shall not affect the validity and enforceability of the rest of this Agreement. If any term in this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is valid, legal and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

14.7. The failure to exercise or delay in exercising a right or remedy provided to a party under this Agreement shall not constitute a waiver of that right or remedy, and no waiver by a party of any breach of this Agreement shall constitute a waiver of any subsequent breach of the same or any other provision.

14.8. This Agreement (including the Appendix) and the University of Nebraska Legal and Policy Compliance Addendum shall constitute the entire extent of the Agreement between the Parties hereto in relation to the subject matter hereof and shall supersede all prior agreements and arrangements, whether written or verbal, between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law. Each party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedies in respect of, any representation or warranty (whether made innocently or negligently) that is not set out in this Agreement. Each party agrees that its only liability in respect of those representations and warranties that are set out in this Agreement (whether made innocently or negligently) shall be for breach of contract. This clause 14.8 shall not limit or exclude any liability for fraud.

14.9. This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.

14.10. This Agreement shall be governed, interpreted, and enforced under the laws of the State of Nebraska without giving effect to its conflicts of law provisions..

14.11. Any action to enforce the provisions of this Agreement must be brought in the state courts located in Lancaster County, Nebraska.

14.12. [Intentionally omitted].

14.13. This Agreement binds the Parties and their successors, heirs and assigns. Any amendments to, revisions of, or waivers of any provisions of this Agreement must be in writing and signed by the Party against whom such amendments, revisions or waivers are sought to be enforced.

14.14. If a court holds any provision of this Agreement to be ambiguous, such ambiguity shall be resolved neutrally, without regard to events of authorship or negotiation. If any provision of this Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of this Agreement, and the validity and enforceability of the other provisions of this Agreement shall not be affected; and the parties shall negotiate in good faith to amend such provision such that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the parties' original commercial intention. No failure or delay by either party in exercising any remedy, right, power or privilege under the Agreement shall operate as a waiver of the same. This Agreement may be executed in counterparts, each of which shall be deemed an original.

14.15. Client acknowledges that its electronic signature of this Agreement, conveyed via DocuSign constitutes its agreement and intent to be bound by such Agreement and shall have the same force and effect as a manually executed original.

14.16. No course of dealing between the Parties shall be effective to change, modify or discharge any provision of this Agreement or to constitute a waiver of any default.

14.17. This Agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not limited to, those promulgated by the Federal Aviation Administration and the Department of Transportation. The indemnifications and limitations of liability shall survive the completion of any and all Flights, and any actual or deemed termination of this Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above.

Authorized signature for BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA

Signature

Print Name

Position

Authorized signature for AIR PARTNER LLC

Signature

Print Name

Position

Account Director- Sports & Group Charter

Carter Ortale

08/18/25 | 07:47 PDT

08/19/25 | 05:23 CDT

Doug Carlson

AVP & Director of University Services

Title: Legal and Policy Compliance Addendum Revised: 241024

University of Nebraska Legal and Policy Compliance Addendum

This University of Nebraska Legal and Policy Compliance Addendum (the “Addendum”) to the Aircraft

Charter Broker Agreement dated concurrently with this Addendum (the “Agreement”) is effective as of the date of the last signature set forth below between the Board of Regents of the University of Nebraska a public body corporate and governing body of the University of Nebraska (“University”), which is composed of a chief governing administrative unit (University of Nebraska System), four universities (University of

Nebraska at Kearney, University of Nebraska-Lincoln, University of Nebraska Medical Center, and

University of Nebraska at Omaha), and such other institutions and units as may be designated by the

Nebraska Legislature, and Air Partner LLC (“Supplier”).

RECITALS

A. University desires to enter the Agreement with Supplier.

B. The Agreement is in the form provided by Supplier, which the parties are using for their mutual convenience.

C. The Agreement is, with the exceptions noted in this Addendum, acceptable to University.

D. Certain provisions in the Agreement cannot be accepted or are required in the Agreement by

University as a matter of law and policy of the State of Nebraska and University.

E. Supplier is willing to modify the Agreement as set forth in this Addendum.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Agreement and herein and the above recitals, which are incorporated herein by this reference, the parties agree as follows:

1. Incorporation and Priority of Terms. The Agreement is amended as stated herein and this

Addendum is incorporated into the Agreement by this reference. In the event of a conflict between the terms of this Addendum and the Agreement, the terms of this Addendum shall prevail.

2. Assignment. The Agreement is non-assignable and non-transferrable unless agreed to in writing by the parties. Any attempt by either party to assign its rights or obligations hereunder without the written agreement of the other party shall be void.

3. Termination. Notwithstanding anything to the contrary in the Agreement to the contrary, University may terminate the Agreement, with or without cause, upon thirty (30) days’ prior notice.

4. Governing Law and Forum. The Agreement shall be governed by the laws of the State of

Nebraska without giving effect to its conflicts of law provisions. Any legal actions brought by either party hereunder shall be in the state courts located in Lancaster County, Nebraska. Any legal action by Supplier in relation to the Agreement shall be instituted in accordance with the provisions of the Nebraska State

Contract Claims Act (Neb. Rev. Stat. §§ 81-8,302 to 81-8,306).

5. Liability. To the fullest extent allowed by law, Supplier shall defend, indemnify, and hold harmless

University, its regents, officers, employees, agents, and students for any loss, claim, damage, expense, or liability of any kind arising out of or in connection with the acts or omissions of Supplier and its officers, employees, agents, and subcontractors under the Agreement.

6. Work Status Verification. Supplier and its subcontractors shall use a federal immigration verification system to determine the work eligibility status of new employees physically performing services within the State of Nebraska pursuant to Neb. Rev. Stat. §§ 4-108 to 4-114.

Revised: 241024

7. Taxes and Fees. University is generally exempt from payment of state sales and use taxes and local occupation taxes within the State of Nebraska. University will furnish exemption certificates upon written request by Supplier. If Supplier is required to pay any taxes from which University is exempt as a result of doing business with University, Supplier shall be solely responsible for the payment of those taxes.

8. Debarment List. Supplier certifies and warrants that it has not been debarred, suspended, or declared ineligible as defined in the Federal Acquisition Regulation 48 CFR Ch.1 Subpart 9.4. Supplier also certifies that Supplier, its partners, directors, officers, employees, licensees, subcontractors, or agents have not been excluded or debarred or otherwise become ineligible to participate in federal health care programs pursuant to 42 USC § 1320a-7. The certification and warranty set forth in this section shall be an ongoing certification and warranty during the term of the Agreement, and Supplier shall immediately notify University of any change in the status of the certification and warranty set forth in this section. If Supplier becomes excluded from federal health care program participation or placed on the Consolidated List of Debarred, Suspended, and Ineligible Contractors, the Agreement may be terminated immediately, for cause, by

University. If any partners, directors, officers, employees, licensees, subcontractors, personnel, or agents of Supplier become excluded from federal health care program participation, such individual shall be removed from participating in the Agreement immediately. Failure by Supplier to remove such excluded individual immediately shall provide University the right to terminate the Agreement immediately for cause.

9. Taxpayer Transparency Act. Under Neb. Rev. Stat. §§ 84-602.01 to 84-602.04, University is required to provide the Nebraska Department of Administrative Services with a copy of each contract that is a basis for an expenditure of state funds, including any amendments and documents incorporated by reference in the contract. Copies of all such contracts and documents will be published by the Nebraska

Department of Administrative Services at https://statecontracts.nebraska.gov/. It shall be the sole responsibility of Supplier (a) to notify University of any requested redactions to the Agreement, any amendment to the Agreement, and any document incorporated by reference into the Agreement and (b) to indicate the legal basis for such requested redactions at the time of execution thereof. In addition, Supplier shall defend any challenge to such redactions at its own expense. Supplier’s failure to request redactions to any contracts or documents released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

10. Public Records. Under Neb. Rev. Stat. §§ 84-712 to 84-712.09, information or records of or belonging to University regarding, related to, or part of the Agreement will be open to public inspection and copying unless exempted from disclosure in accordance with University’s interpretation and application of applicable law. It shall be the sole responsibility of Supplier (a) to notify University of requested redactions to any such information or records that may otherwise be required to be open to public inspection and copying and (b) to indicate the legal basis for such requested redactions. In addition, Supplier shall defend any challenge to such requested redactions at its own expense. Supplier’s failure to request redactions to any information or records released by University under this section shall constitute a complete waiver of any and all claims for damages caused by any such release.

11. Federal Funding Compliance. If the Agreement involves federal funds, (a) Supplier’s compliance in all respects with all applicable federal anti-discrimination laws is material to Supplier’s performance under the Agreement; (b) Supplier certifies that it does not operate any programs promoting diversity, equity, and inclusion that violate such laws; and (c) Supplier’s failure to comply with such laws shall be considered a material breach of the Agreement.

If the Agreement is for $15,000 or more and involves federal funds, then Supplier shall comply with 41 CFR

§§ 60-300.5(a) and 60-741.5(a), which are incorporated herein by this reference. These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and require action to employ and advance in employment individuals without regard to disability or veteran status.

https://statecontracts.nebraska.gov/

Revised: 241024

If Supplier has fifty (50) or more employees and the Agreement involves payment of $50,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐

741, subpart C. If Supplier has fifty (50) or more employees and the Agreement involves payment of

$150,000 or more in federal funds to Supplier, then Supplier shall develop or maintain a program as described in 41 CFR 60‐300, subpart C. To the extend any of the provisions of Appendix II to 2 CFR Part

200 apply to the Agreement, such provisions are incorporated herein by this reference and apply to Supplier as a “contractor,” “recipient,” or “subrecipient.”

12. Nondiscrimination. Neither Supplier nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of the Agreement, with respect to hire, tenure, terms, conditions, or privilege of employment because of the race, color, religion, sex, disability, or national origin of the employee or applicant in accordance with the Nebraska Fair Employment

Practice Act (Neb. Rev. Stat. §§ 48-1101 to 48-1125).

13. Discrimination including Sexual Harassment. State and federal law, as well as University of

Nebraska Bylaws, policies, and guidelines prohibit discrimination (as defined therein) including harassment and retaliation, against students, employees, and other members of University community. Prohibited types of discrimination include discrimination on the basis of race, color, ethnicity, national origin, sex (including sexual harassment), pregnancy, sexual orientation, gender identity, religion, disability, age, genetic information, veteran status, marital status, political affiliation, and any other protected status. Supplier shall exercise control over itself, its employees, agents, contractors, and affiliated parties to prohibit acts of discrimination, including sexual harassment, against University students, employees, and other members of the University community. Supplier shall cooperate with University following any report of discrimination.

In the event University determines that Supplier or an employee, agent, contractor, or other person affiliated with Supplier has engaged in discrimination, including harassment, or other inappropriate conduct, Supplier will take prompt and effective action, in accordance with University’s direction, to prevent recurrence of the conduct and to correct its effects, which may include removal of Supplier or the employee, agent, contractor, or other person affiliated with Supplier from providing the Deliverables. Supplier’s failure to comply with

University’s directive or any other part of this provision may be cause for immediate termination of this

Agreement. Supplier acknowledges that University may have obligations to report any allegations or incidents of discrimination, including sexual harassment. Supplier and employees, agents, contractors, and other persons affiliated with Supplier who are directly providing the Deliverables or present on University premises shall participate in any training as may be required by University from time to time, including training regarding sexual harassment.

14. Logos or University Marks.