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Oceans and Robotics AgreementCity of Gilroy Agreement/Contract Tracking Today’s Date: March 27, 2024 Your Name: Adam Henig Contract Type: Other (Non-Standard contracts must be reviewed by the City Administrator prior to initiating) Phone Number: 408-846-0577 Contract Effective Date: (Date contract goes into effect) 3/27/2024 Contract Expiration Date: 12/31/2028 Contractor / Consultant Name: (if an individual’s name, format as last name, first name) Oceans and Robotics, Inc Contract Subject: (no more than 100 characters) Recreation Independent Contract Instructor Contract Amount: (Total Amount of contract. If no amount, leave blank) By submitting this form, I confirm this information is complete: Date of Contract Contractor/Consultant name and complete address Terms of the agreement (start date, completion date or “until project completion”, cap of compensation to be paid) Scope of Services, Terms of Payment, Milestone Schedule and exhibit(s) attached Taxpayer ID or Social Security # and Contractors License # if applicable Contractor/Consultant signer’s name and title City Administrator or Department Head Name, City Clerk (Attest), City Attorney (Approved as to Form) Routing Steps for Electronic Signature Risk Manager City Attorney Approval As to Form City Administrator or Department Head City Clerk Attestation DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 1 4821-9476-5219v1 CCHU\04706083 CITY OF GILROY RECREATION DIVISION AGREEMENT FOR CONTRACT PROGRAMS INSTRUCTION 1. Parties. The parties to this Agreement are: 1.1 Instructor _ Oceans and Robotics, Inc. , an independent contractor who will provide services to the City as a skilled instructor (“Instructor.”) 1.2 City of Gilroy, a municipal corporation (“City.”) 2. Instructor Services. 2.1 Instruction: Instructor will conduct the program(s) (“Program”) as described below and in the activity guide on behalf of the City’s Recreation Division in accordance with all ordinances, policies, and regulations of the City. 2.2 Program Information: Instructor will submit program information prior to the established deadline for publication in the seasonal Recreation Guide. Failure to submit information in a timely manner may result in either cancellation of the class and/or omission in the Guide. 2.3 Attendance: Instructor will be present and prepared to teach at each scheduled class. Absences must be communicated to a designated Recreation Division staff representative (“Designated Representative”) and must be preceded by not less than 48 hours advance notice. In the event of an absence, Instructor shall try to offer a make-up class (es) at a convenient time. All services are to be provided by Instructor; substitute instructors shall not be utilized without advance written permission to the Designated Representative. If the instructor is unable to make up a class(es) and a refund is offered, the instructor will be responsible for covering the refund payment processing fees as determined by the City of Gilroy. 2.4 Fingerprinting: As a condition of this Agreement and prior to teaching any classes, Instructor shall submit to fingerprinting and a California Division of Justice (DOJ) criminal background check that confirms that Instructor has no criminal convictions. If Instructor has employees, prior to the first day of class, Instructor will provide proof to City that said employees have also been fingerprinted and have passed a DOJ background check. SS-ROV offers services for youth that associates with oceans, robotics, science, and technology. DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 2 4821-9476-5219v1 CCHU\04706083 2.5 Customer Service: Instructor will conduct his or her Program in a professional, courteous, helpful, welcoming and supportive manner. 2.6 Participant Information: Instructor is not permitted to use any participant information, rosters, mailing lists, etc. for any purpose other than authorized City use (for example, class communication and notification of upcoming City classes). 2.7 Communication: Instructor will maintain direct communication with the Designated Representative regarding program information such as class cancellations, inquiries, changes, accidents, incidents and/or any concerns patrons may express. If the Instructor has to cancel class(es), he or she is responsible for notifying all participants by phone, email, note at site, and/or in-person. This is not the responsibility of the Designated Representative. 2.8 Facility/Classroom: Instructor is responsible for securing his or her assigned facility and/or classroom. (a) Indoors: If inside a city facility, all doors must be closed and secured after each class. Instructor is responsible for set-up and clean-up. No storage of instructional materials is allowed, unless approved by the Designated Representative. City is not responsible for any lost or stolen items. Keys: If Instructor is provided keys to a city facility, it is their responsibility for reporting any lost or stolen key(s) within 24 hours to the Designated Representative. A $50 charge for each key lost or stolen will be deducted from Instructor’s next compensation payment. (b) Outdoors: If outside at a city park or other facility, Instructor is responsible, prior to the start of each class/program, for inspecting the grounds to ensure it is safe to use. Any hazards identified needs to be rectified before the start of class. If hazard is significant enough that safety cannot be assured, Instructor shall either cancel the class or hold class at an alternate facility approved by the City and determined by Instructor to be safe. 2.9 Insurance: All instructors are required to provide their own liability insurance of $1,000,000 for each occurrence and $1,000,000 annual aggregate coverin g themselves and naming the City of Gilroy as an additional insured. For activities with greater risk, the City may require a higher level of coverage. If the Instructor has employees, Instructor will provide City proof of Worker’s Compensation insurance, as required by California Labor Code § 3700 et seq. Insurance coverage may vary depending on the program offered. Dr. C. Geoff Wheat is a Research Professor at the University of Alaska and Adjunct Scientist at the Monterey Bay Aquarium Research Institute. 2.10 Certificate of Occupancy Permit: All contract instructors that operate their own facilities are required to file a copy of their Certificate of Occupancy Permit with the Designated Representative. 2.11 Business License: All contract instructors must obtain and maintain a City of Gilroy Business License. 3. Instructor Warranties. Instructor warrants that: DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 3 4821-9476-5219v1 CCHU\04706083 3.1 He/she is trained, qualified, and experienced to instruct the class in a safe and professional manner. 3.2 He/she has the requisite qualifications, certifications, experience and/or other requirements, which are conditions precedent of this Agreement, including but not limited to: CPR & First Aid Certified. Dr. Charles (Geoff) Wheat. 3.3 He/she has never been convicted of any offense specified in Penal Code section 11105.3(c). 4. Instructor Acknowledgements. Instructor acknowledges, understands, and agrees to the following: 4.1 Independent Contractor: The Instructor will not be an employee of the City but will solely be an independent contractor acting under the terms and conditions specified herein. As an independent contractor, the Instructor will be solely responsible for payment of federal and state taxes, will not be an employee of City for worker’s compensation or any other purposes, and will not have unemployment insurance benefits, social security coverage or other employee benefits. Instructor may at instructor’s own expense, employ any person Instructor deems necessary to conduct the Program, subject to the limitations on assignment in section 8, below. Instructor agrees that neither Instructor nor any person employed by Instructor will be in any way an employee of the City as the term is defined in the California Labor Code. 4.2 Instructor Performance: Instructor will have the sole authority to control the means of performing the instructional services required by this Agreement. 4.3 Compliance with Laws: Instructor will comply with all applicable Federal, State, and local laws and regulations in fulfilling his/her obligations under this Agreement. Without limiting the generality of the foregoing, Instructor will comply with the provisions of California Government Code Section 12940, and subject to the exceptions specified in such section, refrain from unlawful, discriminatory employment practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of any employee. 4.4 Concussion and Other Head Injury; Sudden Cardiac Arrest. Instructor hereby certifies that Instructor is aware of the signs of, and appropriate responses to, concussion and other head injury. Instructor further acknowledges that information and training regarding concussion and other head injuries are available at: https://www.cdc.gov/headsup/index.html. Instructor shall institute appropriate protocols whenever a course participant is suspected of sustaining concussion or other head injury in an athletic activity. At a minimum, Instructor agrees to implement the following protocols: a. An athlete who is suspected of sustaining a concussion or other head injury in an athletic activity, or who has passed out or fainted, shall immediately be removed from the athletic activity for the remainder of the day, and shall not be permitted to return to any athletic activity until the athlete is evaluated by a licensed healthcare provider. b. The athlete shall not be permitted to return to athletic activity until the athlete receives written clearance to return to athletic activity from a licensed healthcare provider. DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 4 4821-9476-5219v1 CCHU\04706083 c. If the licensed healthcare provider determines that the athlete sustained a concussion or other head injury, the athlete shall also complete a graduated return-to-play protocol of no less than seven days in duration as recommended by, and under the supervision of, a licensed healthcare provider. d. If the licensed healthcare provider suspects that the athlete has a cardiac condition that puts the athlete at risk for sudden cardiac arrest or other heart-related issues, the athlete shall remain under the care of the licensed healthcare provider to pursue follow-up testing until the athlete is cleared to play. e. If an athlete who is 17 years of age or younger has been removed from athletic activity due to a suspected concussion or due to fainting or a suspected cardiac condition, Instructor shall contact a parent or guardian of the athlete of the time and date of the injury, the symptoms observed, and any treatment provided to that athlete for the injury. f. If any athlete is suspected of sustaining a concussion or other head injury or passes out or faints during an athletic activity, Instructor shall contact City’s Risk Manager as soon as reasonably possible by phone and shall provide a detailed written report within 24 hours describing the incident, including the identity of any witnesses and the steps taken to address the incident. 4.5 Indemnification: Instructor, on behalf of itself and its officers, employees, assistants, agents and successors, hereby agrees to release, hold harmless, defend and indemnify the City and its officers, employees, agents, and successors from any liability, loss, damage, expense, claim, cause of action or cost, including attorney’s fees, for injury to persons or property, including death of any person, which relate to the services provided by Instructor as stated herein. 4.6 Emergency Circumstances: The contractor further acknowledges that all City-owned parks and facilities are subject to emergency use by the City, the State of California, and/or another governmental agency (e.g., FEMA). Considering an emergency (such as flooding, earthquake, wildfire, terrorist attack, and/or similar incidents), contractors may experience disruption to their normal programming, and will be expected to cooperate in rescheduling and/or relocating classes as necessary to accommodate emergency operations without additional compensation. If a suitable location cannot be determined, class(es) may be cancelled, and instructor will not be compensated for loss of income. This decision will be made at the discretion of the City. If the class can be offered, but the instructor chooses to cancel the class(es), the instructor will be responsible for covering the refund payment processing fees as determined by the City of Gilroy. 5. City Duties. 5.1 Publicity: City will publicize Program in the seasonal recreation guide. The City shall inform the Instructor of the deadline for submission of class information. Other forms of publicity such as a program flyer(s) will need to be approved by the Designated Representative before distribution. DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 5 4821-9476-5219v1 CCHU\04706083 5.2 Program Fee(s), Classes Offered and Size: With guidance from the Division staff representative, Instructor will determine Program fee(s). Based on facility availability and community interest, the Designated Representative will assist the Instructor to determine the number of classes that maybe offered in the guide. 5.3 Program Registration Dates and Participants: The Recreation Division will determine the registration dates and deadlines for classes unless otherwise specified. Programs featured in the Recreation Guide are only available to participants who enroll through the Recreation Division. Any exception to this must have City approval prior to advertisement of Program. 5.4 Registration Fees: City will collect all registration fees. Instructors will not collect payments or allow drop-in registration unless they have received prior permission from the Designated Representative. 5.5 Compensation: City will compensate Instructor for services to be provided hereunder as follows: Instructor will be paid for services rendered under this agreement at Seventy percent (70%) of the registration fees received for the Program conducted by Instructor. Instructor payment shall not include the additional non-resident fee. The remaining Thirty percent (30%) of fees for the Program will be retained by the City to offset program costs, including administration, registration, facility, rental, utilities, building maintenance, publicity, activity guide, postage, insurance, and keys. Instructor will be paid in one lump sum, unless otherwise determined by the Designated Representative. Payment amount will be determined by the number of participants registered for your program. (a) If the class does not reach the Instructor’s minimum number of participants to operate the program, the City can request to renegotiate the compensation rate for the class to continue and avoid being canceled. 6. Termination/Contract Renewal. City may terminate this Agreement immediately upon any breach of performance of this Agreement by Instructor or his or her assistants or any violation of State, Federal or local law, or may cancel this Agreement at any time with or without cause. Contractor may terminate this Agreement without cause upon 20 days written notice to the other party. City reserves the right not to renew an Instructor’s contract for any reason. Grounds for immediate termination of a contract include, but are not limited to: verbal and/or physical abuse, actions which may cause injury to another, and/or being under the influence of drugs or alcohol while teaching. 7. Negligent Or Knowing Misrepresentation. If any of the foregoing is found to be negligently or knowingly misrepresented by Instructor, this Agreement, at the option of City, shall be null and void and of no force and effect, and Instructor shall be liable to City for any damages arising therefrom. 8. Assignment. This Agreement may not be assigned or delegated by either party without prior written consent of the other party, provided further that the Assignee or Delegate agrees to be bound in writing to all of the terms of this Agreement. 9. Attorneys’ Fees. In the event of controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof, the prevailing party shall be entitled to recover reasonable attorney’s fees in addition to any other relief to which that party may be entitled. 10. Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to the conflict of law’s provisions of any DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 6 4821-9476-5219v1 CCHU\04706083 jurisdiction. The exclusive jurisdiction and venue with respect to all disputes arising hereunder shall be in State and Federal courts located in Santa Clara County, California. 11. No Third Party Beneficiary. This Agreement shall not be construed or deemed to be an agreement for the benefit of any third party or parties, and no third party or parties will have any claim or right of action hereunder for any cause whatsoever. 12. Survival Clause. Instructor’s obligation to release, hold harmless, defend, and indemnify the City, and City’s rights and remedies, as provided in this Agreement, survive the expiration o r any termination of this Agreement, including without limitation, City’s rights and remedies under section 7 and 9, above. 13. Waiver. Waiver by City of any breach, violation of, or failure to perform any covenant, term, condition or provision of this Agreement, or of the provisions of any applicable ordinance or law, by Instructor, or any City delay in enforcement of the same, will not be deemed to be a waiver of any other term, covenant, condition, provisions, ordinance or law, or of any subsequent breach or violation of the same or of any other term, covenant, condition, provision, ordinance or law, by Instructor. 14. Entire Agreement. This Agreement constitutes the entire agreement between the parties relative to the subject matter thereof. Statements or representations of any kind not embodied herein shall be of no force and effect. This Agreement may be modified only in writing. 15. Agreement Commencement/End. This Agreement will commence upon the date the parties execute this Agreement (if signed on different dates, the later date shall govern.) This Agreement will expire on the ending date of the Program, _December 31, 2028__, unless terminated earlier as provided herein. Executed this Wednesday, March 27, 2024. DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 706343.2 7 4821-9476-5219v1 CCHU\04706083 Contractor Name: Dr. Charles Geoff Wheat Contractor’s Address: P.O. Box 475 Moss Landing, CA 95039 Federal Tax ID/Social Security No. 83-2908958 Business Telephone Number: 831-633-7033 E-mail Address: _wheat@mbari.org__________ CITY OF GILROY CONTRACTOR LeeAnn McPhillips, Risk Manager Charles Geoff Wheat, Contractor Jimmy Forbis, City Administrator Date ATTEST: Beth Minor, City Clerk Date DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D 4/5/2024 4/8/2024 ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 03/01/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME:Mass Merchandising Underwriting K&K Insurance Group, Inc. 1712 Magnavox Way Fort Wayne IN 46804 PHONE (A/C, No, Ext):1-800-426-2889 FAX (A/C, No):1-260-459-5105 E-MAIL ADDRESS:info@campinsurance-kk.com PRODUCER CUSTOMER ID: INSURER(S) AFFORDING COVERAGE NAIC # INSURED INSURER A:AIG Specialty Insurance Company 26883 Oceans and Robotics, Inc DBA: SSROV Camp PO Box 475 Moss Landing, CA 95039 A Member of the Sports, Leisure & Entertainment RPG INSURER B: INSURER C: INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: W02636696 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE ADDL INSD SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS A X COMMERCIAL GENERAL LIABILITY X 9YAPG0001334486400 05/16/2024 12:01 AM EDT 05/16/2025 12:01 AM EACH OCCURRENCE $2,000,000 CLAIMS- MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea Occurrence)$1,000,000 MED EXP (Any one person)$5,000 PERSONAL & ADV INJURY $2,000,000 GENERAL AGGREGATE $5,000,000 GEN’L AGGREGATE LIMIT APPLIES PER:PRODUCTS – COMP/OP AGG $2,000,000 POLICY PRO- JECT LOC PROFESSIONAL LIABILITY $2,000,000 OTHER: LEGAL LIAB TO PARTICIPANTS $2,000,000 A AUTOMOBILE LIABILITY 9YAPG0001334486400 05/16/2024 12:01 AM EDT 05/16/2025 12:01 AM COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) OWNED AUTOS ONLY SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS ONLY X NON-OWNED AUTOS ONLY PROPERTY DAMAGE (Per accident) X NOT PROVIDED WHILE IN HAWAII UMBRELLA LIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION WORKERS COMPENSATION AND EMPLOYERS’ LIABILITY ANY PROPRIETOR/PARTNER/ EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/A PER STATUTE OTHER Y / N E.L. EACH ACCIDENT E.L. DISEASE – EA EMPLOYEE E.L. DISEASE – POLICY LIMIT A MEDICAL PAYMENTS FOR PARTICIPANTS 9YAPG0001334486400 05/16/2024 12:01 AM EDT 05/16/2025 12:01 AM PRIMARY MEDICAL EXCESS MEDICAL $250,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Sexual Abuse Liability - $1,000,000 aggregate (included above) / $250,000 each occurrence (included above). **Note: Coverage is only provided for the camp dates that have been paid for and reported. Please contact our office if you need additional camp dates added to your policy.** Camp Location: City of Gilroy Recreational Department, Wheeler Community Center, 270 W 6th Street, Gilroy, California 95020; Date(s) of Camp: 06/10/2024 to 06/14/2024 The certificate holder is added as an additional insured, but only for liability caused, in whole or in part, by the acts or omissions of the named insured. CERTIFICATE HOLDER CANCELLATION City of Gilroy Recreation Department 7351 Rosanna Street, 270 W 6th Street Gilroy, CA 95020 (Owner/Lessor of Premises) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE Coverage is only extended to U.S. events and activities. ** NOTICE TO TEXAS INSUREDS: The Insurer for the purchasing group may not be subject to all the insurance laws and regulations of the State of Texas DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 c POLICY NUMBER: 9YAPG0001334486400 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s) City of Gilroy Recreation Department 7351 Rosanna Street, 270 W 6th Street Gilroy, CA 95020 Named Insured:Oceans and Robotics, Inc DBA: SSROV Camp Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A.Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: F99D6D7D-A019-459C-B54A-2279CB2EC70D