THIS PROFESSIONAL DIVE SHOP AGREEMENT (“Agreement”) is entered into this April 20, 2024 (“Effective Date”), by and between GRAY QUARRY, INC. (“Gray Quarry”) and (“Dive Shop”). RECITALS WHEREAS, Gray Quarry is an IRC Section 501(c)(3) nonprofit organization that promotes the sport of scuba diving by providing a dive site for recreational scuba diving and training; and WHEREAS, Dive Shop desires to utilize the facilities of Gray Quarry for its diving and training business; and WHEREAS, Gray Quarry desires to permit Dive Shop and its instructors, students and certified divers to utilize its facilities, subject to the terms and conditions of this Agreement. NOW, THEREFORE, the parties agree as follows: 1. DIVE SHOP OBLIGATIONS. 1.1. Liability Insurance. Before any Dive Professional or student from Dive Shop may utilize the Gray Quarry, Dive Shop must include the Gray Quarry as an additional insured on its liability insurance policy and provide proof of such coverage to Gray Quarry. Dive Shop must also include any Dive Professional providing instruction/training on behalf of Dive Shop on its insurance policy or require the Dive Professional to maintain his/her own policy. Proof of the coverage described in this section shall be provided to Gray Quarry by email at: grayquarry@gmail.com upon renewal of Dive Shop’s policy and any time a change to covered individuals is made to its policy. Dive Shop shall notify Gray Quarry immediately if the policy previously provided to Gray Quarry is cancelled or terminated for any reason. 1.2. Liability Release and Assumption of Risk Agreement. Dive Shop shall ensure that a Liability Release and Assumption of Risk Agreement (“Release”) has been completed and submitted by each Dive Professional, student, and recreational diver making arrangements to dive at Gray Quarry through the Dive Shop each calendar year prior to the individual coming on the premises of the Gray Quarry. Beginning January 1, 2023, all Releases must be completed and submitted electronically; paper copies of Releases shall not be utilized. The link to the Release and a QR code that the diver may use to complete on his/her personal device are available at: https://grayquarry.com/reservations. 1.3. Gray Quarry Entrance Fees. Dive Shop shall ensure that a dive pass has been purchased to cover each professional dive staff and student for each day of training. Dive Shop shall also ensure a dive pass has been purchased for any recreational diver that Dive Shop brings to Gray Quarry. Dive Shop may collect and remit dive pass fees for other recreational divers, if desired. Dive pass options include: 1.3.1. Dive Shop Annual Pass. Dive Shop may purchase one (1) Annual Pass at the thencurrent rate that will cover all Dive Professionals when such persons are performing training at Gray Quarry in a professional capacity. Dive Professionals are anyone listed on and covered by Dive Shop’s liability insurance, including, but not limited to, Instructors, Assistant Instructors, and Dive Masters. 1.3.2. Dive Shop Daily Passes. If Dive Shop has not purchased a Dive Shop Annual Pass to cover its Dive Professionals, Dive Shop shall purchase a Daily Pass at the then-current rate for each Dive Professional for each calendar day of training at Gray Quarry. 1.3.3. Dive Shop Student Passes. Dive Shop shall purchase a Daily Pass at the then-current rate for each student for each calendar day of training at Gray Quarry. 1.3.4. Dive Professional Pleasure Diving. Pleasure diving means diving at Gray Quarry when not training with students on behalf of the Dive Shop. 1.3.4.1. Annual Passes. The Dive Shop Annual Pass may also serve as a family pass for one dive shop owner for pleasure diving (as defined below) for that household. A household means all members of a family living in the same residence. If Dive Shop has more than one owner, one owner must be designated to use the family pass while the others must purchase a Daily, Monthly, or Dive Professional Annual Pass as provided herein. If the Dive Shop purchases a Dive Shop Annual Pass, then all Dive Professionals of the Dive Shop may purchase a discounted Annual Pass for his/her household for pleasure diving. 1.3.4.2. Daily Passes. If the Dive Professional has not purchased an annual pass, he/she must purchase a Daily Pass at the thencurrent rates. Monthly and Daily Passes are per person, not per household. 1.3.5. Recreational Diver Passes. Dive Shop shall collect and remit fees for Family Annual Passes, Monthly Passes, and/or Daily Passes for certified divers that it brings to Gray Quarry as an organized group. Dive Shop is also permitted, but not required, to collect and remit pass fees for other local certified divers, even if such divers are not diving at the Gray Quarry with a Dive Shop organized group. 1.3.6. Current Gray Quarry Pass Rates: 1.3.6.1. Dive Shop Annual Pass. $250 if purchased prior to January 15, 2023; and $300 thereafter. 1.3.6.2. Dive Professional Annual Pass. $150 per household (provided that the Dive Shop has purchased a Dive Shop Annual Pass). 1.3.6.3. Family Annual Pass. $250 if purchased prior to January 1, 2023; and $300 thereafter. 1.3.6.5. Daily Pass. $15 per person, per calendar day. 1.4. Payment Remittance. Dive Shop shall collect and remit payment for dive passes no later than the 5th day of the month following the month in which the dive pass was purchased. More frequent remittances may be made if desired. Payment shall be addressed to Gray Quarry and shall be submitted either by PayPal or check as follows: PayPal email for remittance: grayquarry@gmail.com Check remittance: Gray Quarry, P.O. Box 8461, Gray, TN 37615 Each remittance should include a description of the dive pass fees covered by the payment (e.g. 1 annual pass; 2 monthly passes, 10 daily passes). If paying via PayPal, Dive Shop may send the description to the Gray Quarry email address. In the event Gray Quarry adopts an alternative remittance method for all Dive Shops, Dive Shop agrees to utilize such alternative remittance method. 1.5. Use of Gray Quarry Facilities. 1.5.1. Dive Shop shall ensure that each Instructor has obtained a current Gray Quarry Qualified Instructor Credential prior to utilizing the Gray Quarry facilities for training. Dive Shop will require the Instructor to follow then-current policies and procedures for maintaining and displaying the Instructor Credential when providing training onsite. Gray Quarry will issue the Instructor Credential upon its verification of the following: 1.5.1.1. Current Dive Shop Agreement on-file. 1.5.1.2. Instructor has signed an acknowledgement of and agrees to abide by the Gray Quarry Rules for Professional Dive Shops and Dive Professionals (“Instructor Acknowledgement”). 1.5.1.3. Proof of current Instructor liability insurance (through Dive Shop or individual policy) that also shows Gray Quarry as an additional insured. 1.5.1.4. Current Liability Release is on-file for Instructor. 1.5.2. Dive Shop shall comply with, and shall ensure that its Dive Professionals shall comply with, the Gray Quarry Rules for Professional Dive Shops and Dive Professionals, attached as Exhibit A at all times while on Gray Quarry premises. Gray Quarry may amend Exhibit A from time-to-time by providing notice of the amended Guidelines to Dive Shop. Such notice may be provided to Dive Shop via e-mail and/or posted on the Gray Quarry website. 1.5.3. Dive Shop shall ensure that all of its Dive Professionals, students and other representatives comply at all times with the Gray Quarry Guidelines and Safety Information while on Gray Quarry premises. Such Guidelines and Safety Information are posted on the Gray Quarry website (www.grayquarry.com) and may be modified from time to time by Gray Quarry by updating on its website. 1.5.4. Dive Professionals shall conduct training at Gray Quarry’s facility in accordance with their certifying agency’s requirements. Gray Quarry is not responsible for oversight of or compliance with requirements for training activities of any kind. Such activities are the sole responsibility of the Dive Shop and Dive Professional. 1.5.5. Dive Shop recognizes and agrees that Gray Quarry may temporarily close or alter its schedule of operational hours for maintenance, special events or other purposes. Dive Shop agrees to comply with any such schedules and limitations adopted by Gray Quarry and communicated to Dive Shop. Gray Quarry may communicate such changes to Dive Shop via e-mail. 1.6. Partnering Dive Shop Status. If Dive Shop desires to be listed on the Reservations page of the Gray Quarry website, Dive Shop shall provide a current phone number and website address. Gray Quarry will add, update or remove Dive Shop’s information within a reasonable time upon Dive Shop’s request. 2. TERM AND TERMINATION. 2.1. Term. This Agreement shall become effective on January 1, 2023, and continue for an initial term of one (1) year. Following the initial term, this Agreement shall automatically renew for successive one (1) year terms unless either party provides written notice of non-renewal to the other party at least thirty (30) days prior to expiration of the then current term. Reference to the “Term” of this Agreement includes the initial term and any renewal term. 2.2. Without Cause Termination. Either party may terminate this Agreement without cause upon thirty (30) days written notice to the other party. 2.3. Termination for Cause. Gray Quarry may terminate this Agreement immediately upon written notice upon the occurrence of any of the following events: 2.3.1. Dive Shop fails to comply with the then-current: (a) Gray Quarry Rules for Professional Dive Shops and Dive Professionals and (b) Gray Quarry Guidelines and Safety Information, which may be modified by Gray Quarry from time-to-time. 2.3.2. Dive Shop fails to maintain professional liability insurance, with Gray Quarry listed as an additional insured, and fails to cure such breach within one (1) day. 2.3.3. Dive Shop breaches any other term of this Agreement and fails to cure such breach within ten (10) days. 2.3.4. Gray Quarry determines in good faith that any term of this Agreement creates a substantial risk of (a) jeopardizing the tax exempt status of Gray Quarry; (b) subjecting Gray Quarry or any officer or director of Gray Quarry to an excise tax; (c) violating any law, statute or regulation now existing or later adopted. 3. GENERAL TERMS. 3.1. Indemnification. Dive Shop shall indemnify, defend and hold harmless Gray Quarry and its directors, officers, employees or agents, including its successors and assigns, against any losses, damages or costs (including reasonable attorney’s fees) resulting from, relating to or arising out of any third party claims or legal actions of any type, including but not limited to contract claims and tort claims, related to Dive Shop’s use of the Gray Quarry facilities or the use of its Dive Professionals or students, unless such claim is solely the result of the negligence or willful misconduct of the Gray Quarry. 3.2. Relationship of the Parties. In performing the obligations and duties pursuant to this Agreement, and in all other aspects, the parties are and shall remain independent contractors, and this Agreement does not constitute any formal partnership, joint venture or other business arrangement or affiliation between the parties, except as described herein. 3.3. Assignment. Rights and obligations under this Agreement may not be delegated or assigned by either party without the express written consent of the other. However, Dive Shop expressly acknowledges that any assignment to entities controlled by, controlling, or under common ownership with Gray Quarry or originating out of any merger, consolidation, or sale or transfer of substantially all of the assets of Gray Quarry shall not require the consent of Dive Shop. Subject to the foregoing, any assignment shall be binding upon and inure to the benefit of the parties, their successors and/or assigns. 3.4. Notices. Any notice required or permitted to be given hereunder may be given by (i) personal delivery; (ii) nationally recognized overnight courier; or (iii) registered or certified mail, return receipt requested, proper postage prepaid, to the address listed below or such other address as may be designated in writing hereafter by a party. Notice shall be deemed to have been duly given on the date of delivery if delivered personally to the party to whom notice is to be given, or as of the date indicated on the return receipt if sent via overnight courier or registered/certified mail or, if such notice is refused, on the date when delivery of such notice is first refused. Notices shall be addressed to the parties at the following addresses: If to Gray Quarry:
President
Gray Quarry
P.O. Box 8461
Gray, TN 37615 Email address for regular communications:
grayquarry@gmail.com 3.5. Attorney’s Fees. In the event it is necessary for Gray Quarry to enforce the terms of this Agreement, including the collection of fees due Gray Quarry, Dive Shop shall reimburse Gray Quarry for all reasonable attorney’s fees, and other necessary legal expenses and costs. 3.6. Entire Agreement. The parties acknowledge and agree that this Agreement incorporates the entire agreement between the parties. 3.7. Amendments. Except as otherwise provided herein, this Agreement may not be modified in any respect other than by a written instrument signed by both parties. 3.8. Governing Law and Forum. This Agreement shall be construed and enforced according to the laws of the State of Tennessee, without regard to the conflicts of law principles thereof. In the event of any dispute arising between the parties, including the collection of fees, the venue of all legal proceedings shall be the state courts of Tennessee located in Washington County, Tennessee or in the Federal Court for the Eastern District of Tennessee, located in Greeneville, Tennessee. 3.9. Headings; Severability. Article and paragraph headings are for convenience of reference only and shall not be used in interpretation of this Agreement. The terms and provisions of this Agreement are severable, and should any clause or provision be unenforceable or be declared invalid for any reason whatsoever, this Agreement shall be construed and read as if such invalid or unenforceable clause or provision were omitted. 3.10. Authority. Each party warrants that the person whose signature appears below has the authority to bind such party by such signature to the terms and conditions of this Agreement. 3.11. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures of this Agreement may be transmitted by facsimile, by electronic mail, by electronic signature, or by other electronic means and shall have the same force and effect as physical delivery of the paper document bearing the original signature. ***************
Exhibit A
Gray Quarry Rules for Instructors and Dive Professionals - Summary. Before conducting any training at the Gray Quarry, each individual Instructor MUST have completed ALL of the following requirements:
Instructors through Dive Shops 1. Signed Dive Shop Agreement* is on file (one agreement per Dive Shop).
2. Signed Instructor Acknowledgement*.
3. Proof of current Instructor liability insurance (through Dive Shop or individual policy) that also shows Gray Quarry as additional insured.
4. Proof of current liability insurance for any Dive Professional (e.g. Divemaster) assisting the Instructor.
5. Signed Liability Release* for: a. Instructor,
b. All Dive Professionals assisting, AND
c. All students/other divers. 6. Collected Pass Fees for: a. Instructor (covered if Dive Shop purchases Annual Pass), AND
b. All students/other divers. 7. Receipt of Gray Quarry Qualified Instructor Credential. Independent Dive Instructors 1. Signed Independent Instructor Agreement*.
2. Proof of current Instructor liability insurance showing Gray Quarry as an additional insured.
3. Proof of current liability insurance for any Dive Professional (e.g. Divemaster) assisting the Instructor.
4. Signed Liability Release* for: a. Instructor,
b. All Dive Professionals assisting, AND
c. All students/other divers. 5. Collected Pass Fees for: a. Instructor, AND
b. All students/other divers. 6. Receipt of Gray Quarry Qualified Instructor Credential. * To be completed electronically at www.grayquarry.com. - Agreement/Acknowledgement. Each Dive Shop sending Instructors to train students at Gray Quarry must electronically sign a Dive Shop Agreement AND every Instructor training through the Dive Shop must electronically sign an Instructor Acknowledgement.
Each Independent Instructor (not affiliated with a Dive Shop) must electronically sign an Independent Instructor Agreement. Independent Instructors do not need to sign the Instructor Acknowledgement because it is part of his/her Agreement. These documents are available on the Instructors & Dive Shop Information page at www.grayquarry.com. - Insurance. Each Instructor must meet two (2) requirements for proof of insurance: Proof that the Instructor and any Dive Professional assisting the Instructor is covered by the Dive Shop/Independent Instructor liability insurance policy or proof of the Instructor’s/Dive Professional’s individual liability insurance policy.
- If Instructor is covered by a Dive Shop policy, Gray Quarry, Inc. must be listed as an additional insured on the liability policy of the Dive Shop. If the Instructor has provided proof of an individual policy, Gray Quarry, Inc. must be listed as an additional insured on the Instructor’s individual policy.
Proof of insurance should be emailed to grayquarry@gmail.com. You are responsible for keeping your current insurance information on-file with Gray Quarry (for example, if your policy expires mid-year, you must provide proof of renewal before you use the Gray Quarry again). - Liability Releases. Each Dive Professional (Instructor, Dive Masters etc.), student and recreational diver coming to Gray Quarry through the Dive Shop or with an independent Instructor must complete a Liability Release and Assumption of Risk Agreement (“Release”) and submit it electronically prior to utilizing the facility. This Release must be completed for the current calendar year. Beginning January 1 of each year, a new Release must be signed, even if you have signed a Release in a prior year. The link to the Release and a QR code that you may use to complete this on your personal electronic device is available at: https://grayquarry.com/reservations.
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- Gray Quarry Entrance Fees. An appropriate Annual Pass, or Daily Pass, must be purchased for each Dive Professional, student, and recreational diver coming through the Dive Shop or with an Independent Instructor.
Type of Pass: Dive Shop Annual Pass
Who the Pass Covers: All Dive Professionals when performing training on behalf of the Dive Shop (does NOT cover recreational diving for Dive Professionals when not training).
Cost: $300* Per Dive Shop Per Calendar Year
*$250 if purchased prior to 1/15/22 Type of Pass: Instructor Annual Pass
Who the Pass Covers: For recreational diving of Instructors (associated with a Dive Shop) and their family members residing in the same household, provided that the Dive Shop has purchased a Dive Shop Annual Pass.
Cost: $150 Per household Per calendar year Type of Pass: Family Annual Pass
Who the Pass Covers: Recreational diving for all family members residing in the same household.
May be purchased by Independent Instructors to be used for training by Instructor and his/her accompanying Dive Professionals and for recreational diving for the Instructor and his/her family residing in the same household.
Cost: $300* Per household Per calendar year
*$250 if purchased prior to 1/1/22 Type of Pass: Daily Pass
Who the Pass Covers: Dive Professionals while teaching (if Dive Shop / Independent Instructor has not purchased an Annual Pass)
Dive students
Dive Professionals diving for recreation
Recreational Divers
Cost: $15 Per person Per day - Gray Quarry Qualified Instructor Credential. Before training at Gray Quarry, each Instructor must obtain a Gray Quarry Qualified Instructor Credential. Gray Quarry will issue the Instructor Credential upon its verification of the following: Current Dive Shop Agreement or Independent Instructor Agreement, as applicable, is onfile
- If training through a Dive Shop, Instructor Acknowledgement has been signed by Instructor.
- Proof of current Instructor liability insurance (through Dive Shop or individual policy) that also shows Gray Quarry as an additional insured.
- Current Liability Release is on-file for Instructor.
Upon verification of the above, Instructor Credentials will be provided electronically to the Instructor. - Professional Responsibility. Dive Professionals shall conduct training at Gray Quarry’s facility in accordance with their certifying agency’s requirements. Gray Quarry is not responsible for oversight of or compliance with requirements for training activities of any kind. Such activities are the sole responsibility of the Dive Shop and Dive Professional.
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- Use of Gray Quarry Facility: Dive Shops/Dive Professionals are asked to be respectful of other divers and dive shops/dive professionals when utilizing the Gray Quarry facilities. Toward that end: Only activities related to scuba diving are permitted. Snorkeling is permitted with a personal flotation device. Swimming is not permitted. Non-diving companions may not enter the water at any time, regardless of depth.
- You agree to comply with any requirements established by the Gray Quarry for carrying and displaying your Gray Quarry Qualified Instructor Credential.
- Ensure your students practice proper buoyancy and do not do things that adversely affect visibility conditions (e.g. keep students from finning the bottom), unless scheduled in advance with Gray Quarry.
- When the Gray Quarry is crowded, please occupy the minimum number of tables that your group needs. Please share space as needed.
- Unload/load vehicles on the ramp as expeditiously as possible. Do not leave vehicles on the ramp when diving, without prior permission of Gray Quarry.
- Please clean up after your group and properly dispose of all trash/debris.
- Dive Shops/Instructors shall ensure that all divers/students with their group abide by the Gray Quarry Guidelines and Safety Information posted on the Gray Quarry website at: https://grayquarry.com/reservations.
- Keep up to date with all communications provided by Gray Quarry to your designated email address.
- Ensure divers/students in your group receive a brief on Emergency Information and Procedures.
- Please contact Gray Quarry at least one (1) week in advance if you have a special request or special need that may affect the use of Gray Quarry by other Dive Professionals or recreational divers. Such special request may be granted by Gray Quarry in its sole discretion.
I Agree Today's date: April 20, 2024
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