DOC1773862899.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 ANTHONY TRAVEL LLC **ACH**ON

LOCATION EVENTS LLC

Contact Megan Wagner

Sourcing Agent Melody Stark Email meganwagner@anthonytravel.

com

REQUESTING DEPARTMENT

Participating Campuses

UNL

Administrative Unit/Dept.

Department Contact Blake Chramosta

CONTRACT DESCRIPTION/INFORMATION

Contract Summary (brief description and/ or event name)

Charter Flights for WBB

Jan., 2026-Feb. 2026

Contract Document Document Amt Total Amt Start Date End Date Notes

CW 37582 $140,666 $140,666 01/14/2026 02/04/2026

COMPETITION/BID INFORMATION

Bid Number

Competition NCPD

Contract Information

INTERNAL USE ONLY

Contract ID CW 37582

ANTHONY TRAVEL, LLC

STATEMENT OF WORK

This Statement of Work (the “SOW”) is entered into pursuant to the Master Charter Agreement executed on June 25, 2020 (the “Agreement”) between Anthony Travel, LLC (“AT”) and Board of Regents of the University of Nebraska (“Charterer”) concerning the “Charter Flights” outlined below. (Either AT or Charterer may hereinafter bereferred to as “Party” or collectively as “Parties”). If there are any conflicts between the terms of this SOW andthe Agreement, the terms of this SOW shall control.

For Charter Operations, Charterer verifies that it is a US Citizen as defined in 14 CFR 380.2 of the United States Department of Transportation Regulations (the “DOT”). Charterer also verifies the transportation secured by AT as Charterer’s agent meets the following DOT definition: (check one)

Scheduled Air Transportation Public Charter X Single Entity Charter Pro Rata (Affinity) Charter

AT will procure, on behalf of Charterer, the Charter Flights and cooresponding Air Carriers described below.

ROUTING SUMMARY | NEBRASKA W BASKETBALL

1/14/2026

1/15/2026

LNK-LAN

LAN-LNK

17:00

22:00

1/20/2026

1/21/2026

LNK-MSN

MSN-LNK

17:00

21:30

2/3/2026

2/4/2026

LNK-YIP

YIP-LNK

17:00

22:00

SKYWEST

RVR

SKYWEST

incl

5.00 incl

7,500

7,500

7,500

$53,771

$45,990

$40,905

CRJ200

ERJ135

CRJ200

DATE ROUTING REQ. TIMES CARRIER SEATS FUEL BASE PAYLOAD TOTAL

Departure times listed are those requested by the charterer and are subject to availability. Anthony Travel and the carrier(s) will make every reasonable effort to accommodate the times as requested. If trips are contracted with TBD departure times, the charterer is to notify Anthony Travel as soon as a desired time is known in order to make the appropriate requests with the carrier. Departures are subject to availability and flexibility may be required by the charterer.

Total contracted amount: $140,666 Total due at signing: $70,333 Balance due 12/15/2025: $70,333

SKYWEST CANCELLATION TERMS

After date of this agreement but more than 60 days prior to charter flight will be charged 25%. Flights cancelled within 60-30 days of the scheduled flight will be charged 50% of the quoted amount. Flights cancelled within 30 days of the scheduled flight will be charged 100% of the quoted amount.

RVR CANCELLATION TERMS

For trips cancelled 90+ days prior to departure, a 10% cancellation fee will be charged. For trips cancelled 60-89 days prior to departure, a 30% cancellation fee will be charged. For trips cancelled 30-59 days prior to departure, a 40% cancellation fee will be charged. For trips cancelled within 30 days, a 70% cancellation fee will be charged.

BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA

SIGNATURE

NAME

TITLE

DATE

ANTHONY TRAVEL, LLC

SIGNATURE

NAME

TITLE

DATE

AIRCRAFT

Sr. Vice President

10/20/25 | 11:46 PDT

Jim O'Connor

AVP & Director of University Services

Doug Carlson

10/20/25 | 15:45 CDT

UNIVERSITY OF NEBRASKA

CONTRACT COVER SHEET

CONTRACT TYPE

EXPENDITURE

FEE-FOR-SERVICE

IT

OTHER

SUPPLIER NAME

DESCRIPTION OF

PURCHASE

TERM START AND END DATE

DOLLAR AMOUNT

BUYER NAME/OWNER

PURCHASED FOR

(DEPARTMENT)?

BID#

SOLE SOURCE

BOR REPORTABLE?

BOR DATE

RENEWAL REMINDERS TO:

NOTES:

COMMODITY TYPE

IANR BUSINESS CENTER

UNIVERSITY SIGNER

ZERO DOLLAR LEASE

FUNDING SOURCE

Revised 12/10/2019

Anthony Travel

Under the Anthony Travel Master Agreement, this document provides details for scheduling Athletic Team air charters.

June 22, 2020 to run concurrently with the term of the Services Agreement

TBD, * please see below

Administration 2377011101 Teresa Fleming

UNL Athletics Department

No

No

William Nunez

This Master Charter Agreement (MCA) runs concurrently with the current Master Services Agreement (MSA) with Anthony Travel. Athletics intends to leverage this MCA for all sports where charter flights are needed. The first team that will have a SOW under this agreement will be Volleyball.

Estimated cost for VB in FY20 was $306,000*. Subsequently, each team will have a separate SOW for their charters, with different amounts.

DocuSign Envelope ID: D0D1F748-D28E-427C-A3BE-FA8BEDA153B4

{00039630.DOCX; 1}

This Master Charter Agreement (the “Agreement”), is hereby entered into and made effective as of June 23, 2020 (the “Effective Date”), by and between Anthony Travel, LLC (“AT”) and the Board of Regents of the University of Nebraska on behalf of the University of Nebraska-Lincoln Department of Intercollegiate Athletics (“Charterer”) (either ATI or Charterer may hereinafter be referred to individually as a “Party” or collectively as the “Parties”).

RECITALS

WHEREAS, AT (formerly Anthony Travel, Inc.) and Charterer entered into that certain Services Agreement dated February 1, 2016 (“Services Agreement”); and

WHEREAS, under the Services Agreement AT agreed to provide Charterer with services, including charter air services; and

WHEREAS, the Parties now wish to enter into this Agreement to describe the charter air services AT will provide to the Charterer; and

WHEREAS, subject to the terms and provisions of this Agreement, Charterer retains the services of AT as its agent for the provision of obtaining passenger charter air transportation (the “Charter Flight(s)”) and related services set forth in this Agreement on Charterer’s behalf; and

WHEREAS, the Parties hereto may enter into any number of supplements substantially in the form set forth in Exhibit A hereto (each, a “Statement of Work” or “SOW”) which will set forth the Charter Flights to be obtained by AT on behalf of Charterer as its agent and pursuant to this Agreement; and

WHEREAS, Charterer acknowledges and agrees that, pursuant to the terms and provisions of this Agreement and/or any individual SOW, AT is acting on Charterer’s behalf, exclusively, as an agent to solicit and procure the Passenger Aircraft Operator (the “Air Carrier”) that will provide the Charter Flights described in this Agreement.

NOW THEREFORE, in exchange for the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the Parties hereby agree as follows:

A. DEFINITIONS

1. General. As the context requires, capitalized terms used herein shall have the meanings ascribed herein or as set forth in the relevant SOW.

B. SERVICES

1. Services. (a) On behalf of Charterer, AT shall serve as Charterer’s air charter agent consistent with the terms of this Agreement. In such capacity, AT shall be responsible for arranging certain Charter Flights for and on behalf of the Charterer (the “Services”), each as more fully described in a separate Statement(s) of Work to be mutually agreed-upon by the Parties from time to time, each of which shall be incorporated into and made a part hereof, in accordance with the terms and provisions of this Agreement and all attachments hereto.

(b) Charterer understands and acknowledges that in its performance of the Services, AT shall identify and execute written agreements with various Air Carriers and other third parties (e.g. brokers) on behalf of Charterer, and that AT shall not directly provide, nor shall be responsible for the direct provision of, any Charter Flights to the Charterer. Charterer acknowledges and agrees that AT is not a direct air carrier, indirect air carrier and/or charter operator as defined by the United States Department of Transportation (the “DOT”) Regulations contained in 14 CFR 380 and is not licensed under Federal Aviation Regulation 14 CFR 91, 125, & 135.

(c) Upon Charterer’s execution of the SOW, AT will be authorized by Charterer to sign such contracts and agreements as necessary to effectuate the Services provided in the SOW, including those with the Air Carrier or other third party for the provision of the Charter Flight(s).

C. TERM

1. Term. The term of this Agreement shall run concurrently with the term of the Services Agreement unless earlier terminated as provided herein. In the event of expiration or earlier termination of the Services Agreement, this Agreement shall automatically terminate and shall be of no further force or effect.

Notwithstanding the foregoing, in the event that any SOW(s) is active at the time of termination of this Agreement, and unless otherwise mutually agreed upon in writing by the Parties, the Parties shall complete their respective obligations thereunder and any such SOW(s) shall terminate upon completion of such obligations.

D. TERMINATION, CANCELLATION, AND DELAY

1. Termination. (a) Either Party shall have the right to terminate this Agreement, with or without cause, upon thirty (30) days’ prior written notice to the other Party.

(b) Either Party shall have the right, but not the obligation, to terminate this Agreement upon the other Party’s receipt of written notice with respect thereto:

(i) If the other Party commits a material breach of this Agreement that is not cured by the other Party within ten (10) days following receipt of written notice from the non-breaching Party; or

(ii) If the other Party becomes insolvent or becomes involved in bankruptcy proceedings.

(c) In the event that any SOW(s) is/are active at the time of termination of this Agreement, and unless otherwise mutually agreed-upon in writing by the Parties, the Parties shall complete their respective obligations thereunder, and any such SOW(s) shall terminate upon completion of such obligations.

2. Cancellation. (a) In the event economic conditions and/or operational costs out of AT’s or the Air Carrier’s control for a particular Charter Flight, including, without limitation, unexpected increases in, or the unavailability of insurance coverage at commercially reasonable rates, or due to civil unrest or political unrest, which in the reasonable opinion of AT would jeopardize the safety of Charter Flight Passenger(s) (the “Passenger(s)”) and/or aircraft if the flight were to proceed, AT shall be entitled to cancel such Charter Flight without penalty, except for a refund of any Deposit made (as described on the SOW containing the Charter Flight and below).

(b) Notwithstanding the foregoing, Charterer may cancel or terminate any SOW and/or some or all of the Charter Flight(s) described therein upon written notice to AT. Charterer understands that AT may be entering into contracts with Air Carriers and other third parties for the procurement of the services related to this Agreement, and if Charterer cancels or terminates any SOW and/or some or all of the Charter Flight(s) described therein, AT may be assessed cancellation or liquidated damages by the Air Carrier or other third party, and Charterer shall be obligated to pay all charges, fees, costs, expenses, or other financial liabilities incurred by AT, on the Charterer’s behalf as a result of such cancellation.

3. Delay. (a) In the event of a flight delay, AT shall not be liable for any loss, damage, or expense suffered by Charterer or any Passengers. AT is not responsible to provide meals, accommodations, or incidental expenses related to a flight delay.

(b) If any delay in the commencement of a scheduled Charter Flight or any portion thereof is caused in whole or in part by the action or at the request of the Charterer or any person acting on its behalf, an additional charge may become payable to AT or the Air Carrier (the “Delay Charge”). At all times, AT or Air Carrier shall retain the right to refuse to delay a departure.

E. COMPENSATION, PAYMENT, AND EXPENSES

1. Compensation. In consideration of the Services provided by AT pursuant to each SOW, Charterer shall pay AT the respective amounts provided thereunder (the “Fees”). Notwithstanding the foregoing, Charterer understands and acknowledges that certain elements included within any Charter Flight(s) arranged by AT throughout performance of its Services, including, without limitation, fuel costs and other variable expenses, are subject to frequent variation and may cause variation in the Fees; as such, Charterer shall bear the costs of any increase in the Fees resulting from any such variation. At Charterer’s option, Charterer may pay the Fees directly to the Air Carrier.

2. Fuel Basis. Specifically, and without limiting the foregoing, the Fees noted in each SOW have been priced based on the Base Fuel Price (Base Fuel Price is scheduled in each SOW). Any fuel cost incurred by AT over the Base Fuel Price to the extent that the actual Base Fuel Price on each segment is greater than the agreement Base Fuel Price by at least ten (10) cents ($0.10) shall be the responsibility of the Charterer. Any adjustments to the fuel costs will be calculated by AT no later than thirty (30) days from the last charter flight. At the time of billing, AT shall also supply the Charterer with a copy of the calculations of such billing. All amounts due to AT shall be paid within thirty (30) days of the date of billing.

3. Deposit. AT may require a Deposit to secure a specific Charter Flight (the “Deposit”). Such Deposit shall be scheduled on the same SOW prior to agreement by the parties.

4. Payment. Unless explicitly provided otherwise under any SOW, Charterer shall remit full payment of the Fees to AT no less than thirty (30) calendar days prior to the commencement of the first Charter Flight provided under any SOW; in the event that the Charter Flight arranged under any SOW is scheduled to take place less than thirty (30) calendar days from the effective date of the respective SOW, then Charterer shall remit full payment of the Fees therefor to AT upon execution of any such SOW. Payments not received in accordance with the foregoing timelines shall be subject to the maximum interest rates permitted by law.

5. Expenses. Charterer will be solely responsible for the following Expenses if incurred by AT on behalf of Charterer (the “Expenses”):

(a) Any and all sales, use, or other taxes, fees, permits, and surcharges imposed by any foreign or domestic federal, state, county, or municipal agency/entity in connection with the fulfillment of AT’s obligations under each SOW; and

(b) Any and all expenses incurred by AT throughout the performance of its Services under each SOW, including, without limitation, security fees, meal and beverage surcharges, fees incurred due to changes in flight schedules, landing fees, special event fees, deicing fees, and other applicable charges and/or expenses.

(c) To the extent that any Expenses are not included in the Fees, Charterer shall remit payment to AT therefor within thirty (30) calendar days following receipt of an invoice detailing any such Expenses.

F. GENERAL CHARTER FLIGHT PROVISIONS

1. Regulations. In addition to the terms and provisions contained in this Agreement or in any SOW, all Charter Flights, and all Passengers will be subject to the laws, rules, and regulations of the Federal Aviation Administration (the “FAA”), the Transportation Security Administration (the “TSA”) and the DOT.

2. Manifest. (a) A “Manifest” is a required name list of every passenger and/or equipment that the Charterer wishes to have on board the Charter Flight. The Manifest shall contain the complete legal name, date of birth and gender of all Passengers scheduled for travel on each Charter Flight. A copy of the Manifest must be given to the Captain prior to the Charter Flight departing. For flight planning purposes as well as FAA security guidelines, a manifest is required 72 hours in advance of the Charter Flight to determine weight and balance for safety, as well as a security check of all proposed Passengers. Actual Passenger and cargo weights may be required as well as a list of all cargo items with dimensions. If the Manifest is not received 72 hours prior there is a possibility of a delay in the departure of the Charter Flight.

(b) If a Passenger is added less than 72 hours prior to departure of a Charter Flight, Passenger may be refused boarding if a proper security check cannot be conducted per the FAA security regulations governing charter operations.

(c) Charterer understands and acknowledges that each Air Carrier may have specific requirements and/or restrictions pertaining to the weight, size, and/or character of baggage and/or cargo to be transported. AT shall use reasonable efforts to notify Charterer of any such requirements and/or restrictions;

provided, however, that any failure by AT to notify Charterer thereof shall not constitute a breach of this

Agreement and/or any SOW. Notwithstanding the foregoing, Charterer shall be wholly responsible for ensuring that any and all of Charterer’s or Passengers Baggage (the “Baggage”) and/or cargo complies with the requirements and/or restrictions of any respective Air Carrier, and Charterer shall be solely responsible for any and all liabilities, charges, and/or expenses resulting therefrom.

(d) Charterer represents and warrants that each Manifest accurately describes the Passengers and/or equipment actually contained in the Manifest, and that AT shall be entitled to rely thereon without any independent investigation. Charterer shall be solely responsible for any and all discrepancies contained in any Manifest, and Charterer shall be solely responsible for any and all Losses resulting therefrom.

3. Identification. All Passengers must present a Government issued Photo ID in order to board the flight.

Examples of Government issued Photo ID include, without limitation, a State Issued Driver’s License or Passport.

However, it is the responsibility of Charterer and/or the individual Passenger to comply with the specific Air Carrier’s and the Federal Aviation Administration’s Identification Guidelines. Boarding will be denied without proper identification being presented. Photocopies will not be acceptable.

4. Boarding. (a) Security screening is required of all Passengers prior to boarding the aircraft. To expedite boarding, it is requested that all Passengers limit their carry-on baggage and/or belongings they bring onto the aircraft.

(b) The Air Carrier shall determine the time of boarding and departure from the origin point and all intermediate points on each Charter Flight. If the Charterer does not have the Passengers or cargo ready for boarding, or if individual Passenger(s) fail to present themselves, at the time specified by the Air Carrier or within thirty (30) minutes thereafter, the Charter Flight may depart without such Passenger or cargo.

(c) Passengers may not be eligible for denied boarding compensation if Passengers have not presented themselves at the boarding point at least sixty (60) minutes prior to the scheduled departure time.

(d) The Air Carrier shall have the right, without refund or reduction of fees to utilize any unused Passenger or cargo space in the aircraft for the transportation of the Air Carrier’s own personnel necessary for operation of the charter flight(s).

(e) All seat assignments are subject to cancellation if the Passenger is not on board the aircraft at least ten (10) minutes prior to departure.

5. Baggage. (a) The Air Carrier will accept Baggage for transportation, subject to the following conditions:

(i) All baggage is subject to inspection; and

(ii) Air Carrier will not accept Baggage, the size, weight or character of which makes it unsuitable for transportation on the aircraft as determined by the Air Carrier. Items that are considered unacceptable for transportation as checked baggage, with or without the Air Carrier’s knowledge thereof include, without limitation, money, negotiable papers, securities, irreplaceable business documents/books/manuscripts/publications, jewelry, silverware, precious metals, antiques, artifacts, paintings and other works of art, lifesaving medication, samples, photographic/electronic equipment, animals, fragile articles and other similar items.

(b) Checked and Carry On Baggage: Subject to the availability of space on the aircraft, and at the Air Carrier’s sole discretion, each Passenger may bring up to three pieces of baggage on a flight, unless otherwise stated in an SOW. The combined checked and carry-on baggage allowance may be one of the following:

(i) three pieces checked and no carry-on; or

(ii) two pieces checked and one carry-on, or

(iii) any other combination as described by the Air Carrier or as set forth in an

SOW.

(c) Any baggage or equipment that does not safely fit on board the aircraft will be the responsibility of the Charterer.

(d) Firearms: If permitted by the Air Carrier, and in accordance with Federal law, a Passenger who presents Baggage containing a firearm must sign a declaration that the firearm is unloaded and placed in a suitable container before such Baggage will be checked. Ammunition must be securely packed in durable fiber, wood or metal boxes or in the manufacturer’s original package.

(e) Hazardous Articles: The following articles are classified as hazardous and must not be carried in Baggage or by Passengers: compressed gases, corrosives, explosives (such as fireworks and munitions), flammables (such as matches and lighter fuels), poisons, magnetic and radioactive materials and all other items restricted by government regulations. Pursuant to DOT requirements, Charterer will provide the following notice to its Passengers:

FEDERAL LAW FORBIDS THE CARRIAGE OF HAZARDOUS MATERIALS ABOARD AIRCRAFT IN YOUR

LUGGAGE OR ON YOUR PERSON. A VIOLATION CAN RESULT IN FIVE YEARS' IMPRISONMENT AND

PENALTIES OF $250,000 OR MORE (49 U.S.C. 5124). HAZARDOUS MATERIALS INCLUDE

EXPLOSIVES, COMPRESSED GASES, FLAMMABLE LIQUIDS AND SOLIDS, OXIDIZERS, POISONS,

CORROSIVES AND RADIOACTIVE MATERIALS. EXAMPLES: PAINTS, LIGHTER FLUID, FIREWORKS, TEAR GASES, OXYGEN BOTTLES, AND RADIO-PHARMACEUTICALS. THERE ARE SPECIAL

EXCEPTIONS FOR SMALL QUANTITIES (UP TO 70 OUNCES TOTAL) OF MEDICINAL AND TOILET

ARTICLES CARRIED IN YOUR LUGGAGE AND CERTAIN SMOKING MATERIALS CARRIED ON YOUR

PERSON. FOR FURTHER INFORMATION CONTACT YOUR AIRLINE REPRESENTATIVE.

(f) AT is not liable for the damage to, delay of or loss of Baggage or personal property. Air Carrier may limit its liability for the damage to, delay of or loss of baggage or personal property to an amount equal to Warsaw Convention Limits of Liability. Under no circumstances will AT be liable for any special, incidental, punitive or consequential damages, including but not limited to loss of profits or income, regardless of whether AT had knowledge that such damages might be incurred as a result of said loss of damage.

6. Departures, Arrivals. Departure or arrival times scheduled or designated in traffic or other documents issued shall indicate only approximate times and shall form no part of this Agreement, nor represent any undertaking to depart or arrive at such times. AT shall use its best efforts to meet Charterer’s requested departure times. AT does not assume responsibility for making connections and is not liable for any expenses or Losses whatsoever related to missed connections.

7. Refusal to Transport. The Air Carrier may refuse to transport, or may remove from any Charter Flight at any point, any Passenger:

(a) In compliance with any government regulation or requisition of space;

(b) Whenever necessary or advisable due to weather or other conditions beyond the

Air Carrier’s control (including, without limitation, acts of God, labor disturbances, strikes, civil commotions, embargos, war, hostilities or disturbances), whether actual, threatened or reported;

(c) If the Air Carrier’s Captain or First Officer determines that such Passenger’s conduct is disorderly, abusive or violent, or such Passenger:

(i) Appears to be intoxicated or under the influence of drugs;

(ii) Attempts to interfere with any member of the flight crew;

(iii) Appears to be mentally deranged or incapacitated;

(iv) Engages in any action that might jeopardize the safety or comfort of other

Passengers;

(v) Causes any unusual hazard or risk to himself/herself or to other persons or to property.

(d) In accordance with the Air Carrier’s rules and regulations pertaining to acceptance of Passengers or refusal to transport Passengers, or other applicable rules and regulations of the carrier.

(e) In the event that the Charterer or any Passenger or prospective Passenger on any Charter Flight has failed to observe the Regulations, AT shall have the right, at its option, to either cancel the

Charter Flight or to refuse to board any of the Passengers or prospective Passengers of such Charter Flight without liability or penalty of any kind. In addition, Air Carrier may refuse to transport or may remove any Passenger if such refusal or removal is necessary for the reasonable safety and comfort of the Passengers or if the refusal or removal is the result of such Passenger creating a hazard or risk to himself or other persons or to property. In the event of such refusal or removal, AT shall not be required to refund any charges paid by Charterer.

8. International and Domestic Flights. Charterer, and not AT or Air Carrier, shall be responsible for obtaining all necessary travel documents and for complying with the laws of each country from, through, or to which it desires transportation and, unless applicable laws provide otherwise, shall indemnify AT and Air Carrier by reason of Charterer’s failure to do so. AT and Air Carrier shall not be liable for any aid or information given by its agents, servants, or employees to Charterer or any Passenger in connection with obtaining such documents or complying with such laws, whether given orally or in writing, or otherwise, unless such aid or information involves the gross negligence or willful misconduct of Air Carrier or AT, or for the consequence to Charterer or any Passenger resulting from his failure to obtain such documents or to comply with such laws.

G. INDEMNITY, LIABILITY, AND INSURANCE

1. Indemnity. (a) Indemnity by Charterer: To the extent allowed by law, Charterer agrees to indemnify and hold harmless AT and its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, principals, employees, agents and representatives (all such entities and persons, collectively, the “AT Indemnified Parties”) from and against any and all claims, liabilities, suits, demands, costs, damages (including bodily or personal injury, death, and property damage) and expenses in connection with any direct or third party claim (including reasonable legal fees and expenses) (collectively, “Losses”) suffered or incurred by the AT Indemnified Parties to the extent caused by, related to or in connection with (i) Charterer’s breach of this Agreement, including, without limitation, any of Charterer’s representations and warranties herein; (ii) the actions or omissions, including, without limitation, the negligence or intentional misconduct, of Charterer and/or Charterer’s officers, directors, principals, employees, guests and/or any other entity or personnel that is, was or should have been under Charterer’s control or supervision. Charterer shall cause AT to be named as an additional insured under its liability policies to the extent of the contractual liability assumed by the Charterer.

(b) Indemnity by AT: AT agrees to indemnify and hold harmless Charterer and its parents, subsidiaries and affiliates, and each of their respective members, officers, directors, principals, employees, agents and representatives (all such entities and persons, collectively, the “Charterer Indemnified Parties”) from and against any and all Losses suffered or incurred by the Charterer Indemnified Parties to the extent caused by, related to or in connection with (i) AT’s breach of this Agreement, including, without limitation, any of AT’s representations and warranties herein; (ii) the actions or omissions, including, without limitation, the negligence or intentional misconduct, of AT and/or AT’s officers, directors, principals, employees and/or any other entity or personnel that is, was or should have been under AT’s control or supervision, but specifically excluding the Air Carrier. AT shall cause Charterer to be named as an additional insured under its liability policies to the extent of the contractual liability assumed by AT.

2. Liability. (a) Charterer understands and acknowledges that through the provision of its Services, AT is not directly providing any air carrier services or Charter Flights to Charterer; as such, AT shall not be liable for any and all Losses resulting from any transportation delays, regardless of the source of any such delays, or the acts or omissions of any Air Carrier providing the flights.

(b) CHARTERER HEREBY AGREES THAT AT’S TOTAL LIABILITY HEREUNDER AND/OR UNDER ANY SOW SHALL BE LIMITED TO THE TOTAL FEES ACTUALLY PAID TO AT BY CHARTERER PURSUANT TO ANY SUCH SOW. UNDER NO CIRCUMSTANCES SHALL ANY OF THE AT INDEMNITEES BE LIABLE TO COMPANY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES (EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY ASPECT OF THIS AGREEMENT AND/OR ANY SOW.

(C) The Charterer expressly agrees to provide reasonable notice to its Passengers of AT’s limited liability for loss or damage and death or personal injury to Passengers as set forth above. The

Charterer assumes the duty to notify all the Passengers in writing and to provide such notification at the Charterer’s sole expense.

3. Insurance. AT will make a good faith effort to ensure the Air Carrier obtains and maintains appropriate comprehensive aviation liability insurance, including coverage for bodily injury and property damage, for the term of this Agreement and/or under any SOW, and will make a good faith effort to cause all insurance policies required to be maintained by the Air Carrier pursuant to this Agreement to be issued by insurers reasonably acceptable to Charterer and, if permitted by the Air Carrier, to name as additional insureds under each of such policies Charterer and its owners, directors, officers, employees, agents and representatives (hereinafter individually and collectively referred as the “Charterer Entities”), and shall require all insurers to waive all rights of subrogation against each of the Charterer Entities in respect of such coverage. If, after AT’s good faith efforts, the Air Carrier is unable or unwilling to provide the insurance coverage as described in this paragraph, AT shall notify Charterer prior to executing a written agreement with Air Carrier on behalf of Charterer for the provision of Charter Flight(s). For each such policy of insurance, AT shall cause a certificate of insurance, including the conditions set out above, to be issued to Charterer no less than ten (10) days prior to the commencement of each Contract Period, and from time to time thereafter as such parties may reasonably request. In addition, AT shall cause Charterer to receive thirty (30) days prior written notice of cancellation or material change of any such policy of insurance. AT will at all times comply with all representations, warranties and other terms and conditions of each policy of insurance required hereunder.

H. FORCE MAJEURE

1. Force Majeure. (a) Either Party’s performance and/or any Charter Flight hereunder may be made impossible, impracticable, unsafe, or otherwise hazardous due to circumstances beyond the reasonable control of such Party, including, without limitation, acts of God; severe/inclement weather; acts of war; riot; fire;

explosion; accident; failure of means of transportation; flood; sabotage or terrorist act; pandemic; governmental or court ordered laws, regulations, requirements, orders or actions; permitting, zoning, ordinance, licensing or other city/municipal/state/parish issues; injunctions or restraining orders; strike(s) or injunction (provided that neither party shall be required to settle a labor dispute against its own best judgment); fuel shortages, technical failures beyond the reasonable control of the parties hereto; or other causes of a similar or different nature beyond the reasonable control of the Parties hereto (any of the foregoing, a “Force Majeure Event”). In the event that either Party is unable to carry out its obligations hereunder and/or under any SOW due to a Force Majeure Event, such failure shall not be considered a breach of this Agreement and/or any SOW, and such Party shall have the right to terminate this Agreement and each Party shall return any and all payments to the other Party in connection with its obligations hereunder and/or under any SOW, less solely those approved, documented, and unrecoverable expenses incurred in connection with any obligations hereunder and/or under any SOW.

(b) Without limiting the foregoing, Charterer acknowledges and understands that any Air Carrier, whether before or during transit, is subject to, and may experience delays, cancellations, re-routing of flight plans, changes in landing location, itinerary and/or flight schedule for reasons specified under Force Majeure, and/or disturbances from, inclement weather, severe weather, and/or other unforeseen occurrences.

As such, AT shall not be responsible for any Losses incurred by Charterer resulting from any such Air Carrier or Charter Flight delays, cancellations, and/or disturbances, and Charterer explicitly waives any and all right to recover from AT therefor.

(c) If a Charter Flight is delayed or canceled because of mechanical or electronic difficulties with the aircraft, a weather observation or forecast indicating either that environmental conditions will result in the closure of a departure or arrival airport or that weather conditions will be below the minimums set by the Federal Aviation Administration for landing or take-off, no ground transportation, lodging, meals, or amenities will be provided by AT.

(d) If the Air Carrier cancels a Charter Flight or changes the landing location, itinerary or flight schedule for any reason specified under Force Majeure, the Air Carrier shall, as applicable, use its reasonable efforts to furnish an aircraft for Charterer’s use in substitution for the one allocated to such charter flight.

(e) Charterer acknowledges and agrees that AT is not responsible for delays, Losses or damages of any kind caused, in whole or in part by a Force Majeure Event, mechanical or electronic difficulties with the aircraft, adverse meteorological conditions, Air Traffic Control (the “ATC”) delays or other unforeseeable circumstances.

I. OPERATIONAL CONTROL OF AIRCRAFT

1. Control. (a) Charterer acknowledges that Air Carrier, and not AT, shall have operational control of the aircraft at all times. Air Carrier will not operate any flight that cannot be accommodated within the normal operating specifications of the aircraft, or that would contravene any governmental rule, regulation or procedure, or that in the final judgment of the pilot in command of the flight would endanger the safety of the Passengers, crew or the aircraft.

(b) Charterer and all Passengers shall observe all instructions of the Air Carrier’s flight crew, employees and agents. The pilot in charge shall not be obligated to comply with any request from the Charterer or any Passenger.

(c) The Air Carrier and pilot-in-command shall have complete authority and discretion over aircraft, support facilities and all matters concerning the preparation and operation of aircraft including the suitability of the weather and landing areas, the condition of aircraft for flight, landing of aircraft, the manner of flight and all other factors affecting flight safety. In this regard, the pilot-in-command shall have sole discretion to determine whether flights should be rerouted, shortened, delayed, terminated or refused. If the Air Carrier or the pilot-in-command determines that landing facilities at any point on the flight route(s) are not adequate or safe for landing purposes, or if landing is prohibited or restricted by law, regulations, adverse weather or operating conditions, Air Carrier may substitute an alternate airport where adequate and safe facilities are available and landing may be accomplished. In any such event, Air Carrier and AT shall be deemed to have fulfilled their contractual obligations hereunder as if there were no diversion. AT and Air Carrier shall have no liability to Charterer for delays or cancellation caused by over-flight restrictions or the unavailability of landing slots at any intermediate or final destination.

J. MISCELLANEOUS

2. Compliance. (a) Each of Charterer and AT represent that it is authorized, pursuant to existing laws and applicable regulations, to enter into this Agreement and to its obligations hereunder.

(b) Charterer shall be responsible for ensuring that all Passengers comply with all TSA, FAA and DOT Regulations as well as all terms and provisions of this Agreement.

(c) Charterer shall also be responsible for all damages by Passengers to the property of Air Carrier excepting reasonable wear and tear.

3. Large Aircraft. If the Charter Flight is to be operated with a large aircraft as defined under the regulations of the DOT, the Air Carrier must maintain an escrow account and/or a security agreement in conformity with Section 212.8 of the DOT’s Rules. If the Air Carrier uses an escrow account to comply with the regulation, AT will deposit the Charter Flight Price (the “Charter Flight Price” shall be the cost of the transportation provided by the Air Carrier and any applicable fees and taxes associated therewith) in that account, to be withdrawn by the Air Carrier only as permitted under the said DOT regulations. This provision may impact the payment procedures and/or the Deposit(s) outlined for a Charter Flight on a corresponding SOW.

4. Confidentiality. All terms and conditions of this Agreement shall be kept strictly confidential and shall not be disclosed to third parties except on a “need to know” basis without the prior written consent of both parties, other than as required by law, including, but not limited to, the disclosure requirements under the Nebraska Taxpayer Transparency Act. Neither Party shall make, issue or distribute any public statement or press release naming the other Party or related to this Agreement without the prior written consent of the other Party. As such, it is further understood and agreed that neither Party shall publicly disparage the other Party or its affiliates in any manner likely to cause negative publicity as it relates to the subject matter of this Agreement regardless of whether there is reasonable belief that such statements are true or not.

5. Non-Solicitation. Commencing on the Effective Date and for two (2) years after the last day of the Term, Charterer shall not solicit the employment of, or employ any of AT’s personnel, consultants or employees without ATs prior, written consent in each instance. The foregoing shall not (a) restrict Charterer from hiring any such individual that contacts it on his or her own initiative, or (b) apply to general solicitations to hire through the use of advertising, recruiters, or otherwise.

6. Assignment. The Agreement and/or any SOW is binding upon and inures to the benefit of the Parties to this Agreement and/or any SOW and their respective successors and assigns. Notwithstanding the preceding sentence, the Parties may not assign, by operation of law or otherwise, this Agreement and/or any SOW, or any of the rights, benefits or obligations under this Agreement and/or any SOW, without the other Party’s prior written consent. Any attempt by a Party to assign without the other Party’s written consent will be null and void and will give the harmed Party the right, but not the obligation, to cancel and terminate this Agreement and/or any SOW without liability.

7. Remedies. The rights and remedies provided in the Agreement are cumulative and are not exclusive of any rights or remedies that any party may otherwise have at law or in equity.

8. Additional Documents. Charterer will execute and deliver to AT any and all documents consistent with this Agreement and/or any SOW as reasonably necessary to effectuate the purposes of this Agreement and/or any SOW when and as directed by AT or applicable authority.

9. Notices. All notices and payment hereunder are effective when received at the addresses provided herein or any subsequent address provided in writing by one Party to the other Party.

10. Waiver. If a Party at any time fails to demand strict performance by the other of any of the terms, covenants, or conditions set forth in this Agreement and/or any SOW, such Party does not waive or relinquish the right at any time to demand strict and complete performance by the other of the same or other terms, covenants, and conditions.

11. Headings. Section headings contained in this Agreement and/or any SOW are solely for the purpose of aiding in speedy location of subject matter and are not to be given any weight in construing the Agreement and/or any SOW.

12. Governing Law; Exclusive Jurisdiction; Exclusive Venue. This Agreement is entered into in Nebraska and shall be governed by and construed in accordance with the substantive law (and not the law of conflicts) of the State of Nebraska. Courts of competent authority located in Nebraska shall have sole and exclusive jurisdiction of any action arising out of or in connection with this Agreement, and such courts shall be the sole and exclusive venue for any such action.

Notwithstanding anything set forth herein to the contrary, both Parties agrees that in no event shall either Party be entitled to any injunctive or other equitable relief other than for a breach of the confidentiality provisions herein.

13. Relationship of the Parties. The Parties’ relationship, as established by this Agreement, is that of principal (Charterer) and independent contractor (AT) acting as the agent of Principal. This Agreement does not create any partnership, joint venture or similar business relationship between the Parties. Neither Party is a legal representative of the other Party, and neither Party can assume or create any obligation, representation, warranty or guarantee, express or implied, on behalf of the other Party for any purpose whatsoever, except for AT’s provision of Charter Flights on behalf of the Charterer as described in this Agreement and/or on any individual

SOW.

14. Conflicts of Interest. AT certifies, to the best of its knowledge and belief, that there are no potential organizational conflicts of interest related to this Agreement. If AT cannot so certify, it shall provide a disclosure statement to Charterer which describes all relevant information concerning any potential conflict of interest under this Agreement. In the event the potential conflict of interest cannot be resolved, the Charterer may declare this Agreement void and of no further force or effect and the Charterer shall have no further obligations hereunder.

15. Right to Audit. AT shall maintain documentation for all charges against Charterer under the Agreement.

The books, records, and documents of AT, insofar as they relate to services performed or money received under the Agreement, shall be maintained for a period of one (1) year from the date of the final payment, and shall be subject to audit, at any reasonable time and upon reasonable notice, by the Charterer or its duly appointed representatives. These records shall be maintained in accordance with generally accepted accounting principles.

16. Nondiscrimination. AT agrees that neither it nor any of its subcontractors shall discriminate against any employee, or applicant for employment to be employed in the performance of this 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. § 48-122, as amended.

17. Taxpayer Transparency Act. Pursuant to Nebraska’s Taxpayer Transparency Act (Neb. Rev. Stat. § 84- 602.01, as may be amended), Charterer 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 AT to notify Charterer of any requested redactions to the Agreement under Neb. Rev.

Stat. § 84-712.05(3) at the time of execution. In addition, AT agrees to defend any challenge to such redactions at its own expense.

18. Entire Agreement. This Agreement contains the entire agreement between the Parties and supersedes any other prior understandings, written or oral, between the Parties with respect to the subject matter contained herein. THE PARTIES ACKNOWLEDGE AND AGREE THAT, IN ENTERING IN TO THE AGREEMENT, THEY

HAVE NOT IN ANY WAY RELIED UPON ANY ORAL OR WRITTEN AGREEMENTS, UNDERSTANDINGS,

REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, NOT SPECIFICALLY SET FORTH IN THIS AGREEMENT.

No variations, modifications, or changes to this Agreement are binding on any Party to the Agreement unless set forth in a document duly executed by or on behalf of such Parties. To the extent there is a conflict between this Agreement and another executed document between the Parties related to the subject matter contained herein (whether such other document is executed before or after this Agreement), the terms of this Agreement control except to the extent that the other document specifically identifies a section of this Agreement and states that it is amending that particular section.

15. Survival. Those provisions of this Agreement which by their nature extend beyond termination or expiration of this Agreement will survive such termination or expiration, inter alia, indemnifications, warranties, and insurance terms.

16. Section References. When this Agreement and/or any SOW makes reference to an article, section, paragraph, clause, schedule or exhibit, that reference is to an article, section, paragraph, clause, schedule or exhibit of this Agreement unless the context clearly indicates otherwise. Whenever the words “include,” “includes,” or “including” are used in this Agreement and/or any SOW, they are deemed to be followed by the words “without limitation.” Any reference to gender extends to and includes all genders.

17. Severability. If a mediator, arbitrator, or court holds, for any reason, that one or more provisions of this Agreement and/or any SOW are invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and/or any such SOW, but such provision will be deemed deleted, and the deletion will not affect the validity of other provisions of this Agreement and/or any such SOW.

18. Counterparts. The Parties may execute this Agreement in any number of counterparts, each of which is deemed an original, but all of which together constitute one and the same instrument. This Agreement may be executed by facsimile, PDF, or other electronic signature.

19. Construction. All Parties have been advised to seek their own independent counsel concerning the interpretation and legal effect of this Agreement and have either obtained such counsel or have intentionally refrained from doing so and have knowingly and voluntarily waived such right. Consequently, the normal rule of construction to the effect that any drafting ambiguities are to be resolved against the drafting party will not be employed in the interpretation of this Agreement, any SOW’s, and/or any amendment or exhibits thereto.

https://statecontracts.nebraska.gov/

By their signatures or their authorized representative’s signatures, the parties agree to and accept this Agreement:

ANTHONY TRAVEL, LLC THE BOARD OF REGENTS OF THE UNIVERSITY OF NEBRASKA

By:_______________________________ By: ________________________________

Date:_____________________________ Date:_______________________________

06/25/2020 06/25/2020

Certificate Of Completion Envelope Id: D0D1F748D28E427CA3BEFA8BEDA153B4 Status: Completed

Subject: Please DocuSign: Anthony Travel MCA 06232020 for Athletics

Source Envelope:

Document Pages: 19 Signatures: 2 Envelope Originator:

Certificate Pages: 6 Initials: 1 Julie Hopp

AutoNav: Enabled

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

1400 R St.

Lincoln, NE 68588 julie.hopp@unl.edu

IP Address: 129.93.224.13

Record Tracking Status: Original

6/23/2020 3:59:34 PM

Holder: Julie Hopp julie.hopp@unl.edu

Location: DocuSign

Signer Events Signature Timestamp Maggie Witt maggie.witt@unl.edu

Director, Procurement Svcs

University of Nebraska

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Signature Adoption: Pre-selected Style

Using IP Address: 129.93.128.114

Sent: 6/23/2020 4:33:42 PM

Resent: 6/24/2020 7:30:31 AM

Resent: 6/24/2020 9:39:23 AM

Viewed: 6/24/2020 1:09:18 PM

Signed: 6/24/2020 1:10:05 PM

Electronic Record and Signature Disclosure:

Not Offered via DocuSign

Jim O'Connor

JimO'Connor@anthonytravel.com

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Signature Adoption: Uploaded Signature Image

Using IP Address: 108.231.125.17

Sent: 6/24/2020 1:10:09 PM

Resent: 6/25/2020 7:25:33 AM

Viewed: 6/24/2020 1:46:01 PM

Signed: 6/25/2020 10:17:36 AM

Electronic Record and Signature…