AGR-7005 - KIDZ LOVE SOCCER LLC - INSTRUCTOR SERVICES AGREEMENT FOR YOUTH SPORTSP R_6a5
INSTRUCTOR SERVICES AGREEMENT
THIS INSTRUCTOR SERVICES AGREEMENT (the "AgreemenY') is made at
Orange, California, on this day of k 2020 (the"Effective Date")by and
between the CITY OF ORANGE, a municipal corporation ("City"), and KIDZ LOVE SOCCER,
LLC, a California limited liability company("Instructor"),who agree as follows:
1. Services. Subject to the terms and conditions set forth in this Agreement,Instructor
shall provide to the reasonable satisfaction of City the services set forth in Exhibit"A," which is
attached hereto and incorporated herein by reference. Instructor represents and warrants that it has
thoroughly investigated and considered the scope of services and fully understands the
expectations and requirements in performing the work, including those contained in Exhibit"B,"
which are attached hereto and incorporated herein by reference. The services which are the subj ect
of this Agreement are not in the usual course of City's business and City relies on Instructor's
representation that it is independently engaged in the business of providing such services, is
experienced in performing the work and will follow the highest professional standards in
performance of the work. All services provided shall conform to all federal, state and local laws,
rules and regulations and to the best professional staridards and practices. The terms and conditions
set forth in this Agreement shall control over any terms and conditions in Exhibits "A" or"B"to
the contrary.
The Community Services Department designee(the"CSD Designee"), shall be the person
to whom Instructor will report for the performance of services hereunder. It is understood that
Instructor's performance hereunder shall be in cooperation with the CSD Designee,that Instructor
shall coordinate its services hereunder with the CSD Designee to the extent required by the CSD
Designee, and that all performances required hereunder by Instructor shall be performed to the
satisfaction of the CSD Designee and the City Manager.
2. Comnensation. Instructor's total compensation for all services performed under
this Agreement, shall not exceed THIRTY THOUSAND DOLLARS and 00/100 ($30,000.00),
without the prior written authorization of City.
3. Method of Payment. Instructor's total compensation under this Agreement shall
be that amount which represents the agreed percentage of the registration fee(s) paid to City for
the class(es)to be taught by Instructor,which shall be due and payable within forty-five(45)days
after satisfactory completion of all classes taught by Instructor pursuant to and in accordance with
Exhibit"A." The total compensation payable hereunder shall include costs incurred in connection
with transportation, materials and equipment required for furnishing services pursuant to this
Agreement.
4. Changes. No payment for extra services or classes outside of the scope contained
in this Agreement shall be made unless and until such extra services or classes and a price therefor
have been previously recommended for approval by the CSD Designee and authorized in writing
and approved by City as an amendment to this Agreement. The amendment shall set forth the
extra services or classes, additional time, and adjustment of the amount of compensation paid by
City to Instructor.
5. Licenses. Instructor represents that it and any substitutes it may engage, possess
any and all licenses which are required under state or federal law to perfortn the work contemplated
by this Agreement and that Instructor and its substitutes, if any, shall maintain all appropriate
licenses, including a City of Orange business license, at its cost, during the performance of this
Agreement.
6. Independent Contractor. At all times during the term of this Agreement,
Instructor shall be an independent contractor and not an employee of City. City shall have the
right to control Instructor only insofar as the result of Instructor's services rendered pursuant to
this Agreement. Instructor shall comply with City's administrative and accounting requirements,
which shall not be considered part of the performance of the work. City shall not have the right to
control the instructional means by which Instructor accomplishes services rendered pursuant to
this Agreement. In some instances Instructor shall, at its sole cost and expense, furnish all
facilities, materials and equipment that may be required for furnishing services pursuant to this
Agreement. Instructor shall be solely responsible for, and shall indemnify, defend and save City
harmless from all matters relating to the payment of its substitutes, agents and employees,
including compliance with social security withholding and all other wages,salaries,benefits,taxes,
exactions, and regulations of any nature whatsoever. Instructor acknowledges that it and any
substitutes, agents or employees employed by Instructor shall not, under any circumstances, be
considered employees of City, and that they shall not be entitled to any of the benefits or rights
afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay,
Public Employees Retirement System benefits, or health, life, dental, long-term disability or
workers' compensation insurance benefits.
7. Instructor Not An Agent. Except as City may specify in writing, Instructor shall
have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an
agent. Instructor shall have no authority, express or implied, to bind City to any obligation
whatsoever.
8. Designated Persons. Except as otherwise authorized by the CSD Designee, only
those persons designated in Exhibit "A," if any, shall perform work provided for under this
Agreement. It is understood by the parties that clerical and other nonprofessional work may be
performed by persons other than those designated.
9. Assi nment or Subcontractin. No assignment or substitution by Instructor of
any part of this Agreement or of funds to be received under this Agreement shall be of any force
or effect unless the assignment has had the prior written approval of City. City may terminate this
Agreement rather than accept any proposed assignment or substitution. Such assignment or
substitution may be approved by the CSD Designee or the City Manager..
10. Time of Comnletion. Instructor agrees to commence the work provided for in this
Agreement and to diligently prosecute completion of the work in accordance with the time period
set forth in Exhibit"A"or as otherwise agreed to by and between the representatives of the parties.
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Time is of the essence in this Agreement. Instructor shall do all things necessary and incidental to
the prosecution of Instructor's work.
11. Equal Employment Opportunity. During the performance of this Agreement,
Instructor agrees as follows:
a. Instructor shall not discriminate against a y employee or applicant for
employment because of race, color, religion, sex,national origin,mental or physical disability, or
any other basis prohibited by applicable law. Instructor shall ensure that applicants are employed,
and that employees are treated during employment, without regard to their race, color, religion,
sex, national origin, mental or physical disability, or any other basis prohibited by applicable law.
Such actions shall include,but not be limited to the following: employment,upgrading, demotion
or transfer,recruitment or recruitment advertising,layoff or termination,rates of pay or other forms
of compensation and selection for training, including apprenticeship. Instructor agrees to post in
conspicuous places, available to employees and applicants for employment, a notice setting forth
provisions of this non-discrimination clause.
b. Instructor shall,in all solicitations and advertisements for employees placed
by, or on behalf of Instructor, state that all qualified applicants will receive consideration for
employment without regard to race, color, religion, sex, national origin, mental or physical
disability, or any other basis prohibited by applicable law.
12. Conflicts of Interest. Instructor agrees that it shall not make, participate in the
making, or in any way attempt to use its position as an Instructor to influence any decision of City
in which Instructor knows or has reason to know that Instructor,its officers,partners,or employees
have a financial interest as defined in Section 87103 of the Government Code.
13. Indemnitv.
a. To the fullest extent permitted by law, Instructor agrees to indemnify,
defend and hold City, its City Council and each member thereof, and the officers, officials, agents
and employees of City(the"Indemnitees") entirely harmless from all liability arising out of:
1) Any and all claims under workers' compensation acts and other
employee benefit acts with respect to Instructor's employees or Instructor's substitute's or
subcontractor's employees arising out of Instructor's work under this Agreement, including any
and all claims under any law pertaining to Instructor or its employees' status as an independent
contractor; and
2) Any claim, loss, injury to or death of persons or damage to property
caused by any act, neglect, default, or omission other than a professional act or omission of
Instructor,or person,firm or corporation employed by Instructor,either directly or by independent
contract, including all damages due to loss or theft sustained by any person, firm or corporation
including the Indemnitees, or any of them, arising out of, or in any way connected with the work
or services which are the subject of this Agreement, including injury or damage either on or off
City's property; but not for any loss, injury, death or damage caused by the active negligence or
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willful misconduct of City. Instructor, at Instructor's own expense, cost and risk, shall indemnify
any and all claims, actions, suits or other proceedings that may be brought or instituted against the
Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy
any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or
other proceedings as a result of coverage under this subparagraph.
b. To the fullest extent permitted by law, Instructor agrees to indemnify and
hold Indemnitees entirely harmless from all liability arising out of any claim, loss, injury to or
death of persons or damage to property caused by the negligent professional act or omission in the
performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this
Agreement shall not be construed to extend any third party indemnification rights of any kind to
any person or entity which is not a signatory to this Agreement.
d. The indemnities set forth in this section shall survive any closing,
rescission, or termination of this Agreement, and shall continue to be binding and in full force and
effect in perpetuity with respect to Instructor and its successors.
14. Insurance.
a. Instructor shall carry workers' compensation insurance as required by law
for the protection of its employees during the progress of the work. Instructor understands that it
is an independent contractor and not entitled to any workers' compensation benefits under any
City program.
b. Instructor shall maintain during the life of this Agreement the following
minimum amount of comprehensive general liability insurance or commercial general liability
insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the
insurance coverage and/or limits carried by or available to Instructor. Said insurance shall cover
bodily injury,death and property damage,shall not exclude participants(e.g.,no spectator liability
policies allowed) and be written on an occurrence basis.
c. Each policy of general liability shall provide that City,its officers,officials,
agents and employees are declared to be additional insureds under the terms of the policy,but only
with respect to the work performed by Instructor under this Agreement. A policy endorsement to
that effect shall be provided to City along with the certificate of insurance. In lieu of an
endorsement, City will accept a copy of the policy(ies)which evidences that City is ari additional
insured as a contracting party. The minimum coverage required by Section b, above, shall apply
to City as an additional insured.
d. The insurance policies maintained by Instructor shall be primary insurance
and no insurance held or owned by City shall be called upon to cover any loss under the policy.
Instructor will determine its own needs in procurement of insurance to cover liabilities other than
as stated above.
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e. Before Instructor performs any work or prepares or delivers any materials,
Instructor shall furnish certificates of insurance and endorsements,as required by City, evidencing
the aforementioned insurance coverages.
f.All insurance maintained by Instructor shall be issued by companies
admitted to conduct the pertinent line of insurance business in the State of California and having
a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide.
g. Instructor shall immediately notify City if any required insurance lapses or
is otherwise modified and cease performance of this Agreement unless otherwise directed by City.
In such a case, City may procure insurance or self-insure the risk and charge Instructor for such
costs and any and all damages resulting therefrom, by way of set-off from any sums owed
Instructor.
h. Instructor agrees that in the event of loss due to any of the perils for which
it has agreed to provide insurance, Instructor shall look solely to its insurance for recovery.
Instructor hereby grants to City, on behalf of any insurer providing insurance to either Instructor
or to City with respect to the services of Instructor herein, a waiver of any right to subrogation
which any such insurer of said Instructor may acquire against City by virtue of the payment of any
loss under such insurance.
i.Instructor shall include all substitutes, if any, as insureds under its policies
or shall furnish separate certificates and endorsements for each substitute to City for review and
approval. All coverages for substitutes shall be subject to all of the requirements stated herein.
15. Termination. City may for any reason terminate this Agreement by giving
Instructor not less than three (3) days' written notice of intent to terminate. Upon receipt of such
notice, Instructor shall immediately cease work, unless the notice from City provides otherwise.
Upon the termination of this Agreement, City shall pay Instructor for services satisfactorily
provided and all allowable reimbursements incurred to the date of termination in compliance with
this Agreement, unless termination by City shall be for cause, in whieh event City may withhold
any disputed compensation. City shall not be liable for any claim of lost profits.
16. Maintenance and InsAection of Records. In accordance with generally accepted
accounting principles, Instructor and its substitutes shall maintain reasonably full and complete
books, documents,papers, accounting records, and other information(collectively, the"records")
pertaining to the costs of and completion of services performed under this Agreement. City and
its authorized representatives shall have access to and the right to audit and reproduce any of
Instructor's records regarding the services provided under this Agreement. Instnzctor shall
maintain all such records for a period of at least three (3)years after termination or completion of
this Agreement. Instructor agrees to make available all such records for inspection or audit at its
offices during normal business hours and upon three(3)days'notice from City,and copies thereof
shall be fuxnished if requested.
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17. Compliance with all Laws/Immigration Laws.
a. Instructor shall be knowledgeable of and comply with all local, state and
federal laws which may apply to the performance of this Agreement.
b. Instructor represents and warrants that it:
1) Has complied and shall at all times during the term of this
Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes,
and orders, including, without limitation, the Immigration Reform and Control Act of 1986
IRCA); and
2) Has not and will not knowingly employ any individual to perform
services under this Agreement who is ineligible to work in the United States or under the terms of
this Agreement; and
3) Has properly maintained, and shall at all times during the term of
this Agreement properly maintain, all related employment documentation records including,
without limitation, the completion and maintenance of the Form I-9 for each of Instructor's
employees; and
4) Has responded, and shall at all times .during the term of this
Agreement respond, in a timely fashion to any government inspection requests relating to
immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the
Department of Homeland Security, the Department of Labor, or the Social Security
Administration.
c. Instructor shall require all substitutes to make the same representations and
warranties as set forth in Subsection 17.b.
d. Instructor shall, upon request of City, provide a list of all employees
working under this Agreement and shall provide,to the reasonable satisfaction of City,verification
that all such employees are eligible to work in the United States. All costs associated with such
verification shall be borne by Instructor. Once such request has been made, Instructor may not
change employees working under this Agreement without written notice to City, accompanied by
the verification required herein for such employees.
e. Instructor shall require all substitutes to make the same verification as set
forth in Subsection 17.d.
f.Any Instructor or substitute who knowingly employs an employee
providing work under this Agreement who is not authorized to work in the United States, and/or
fails to follow federal laws to determine the status of such employee shall constitute a material
breach of this Agreement and may be cause for immediate termination of this Agreement by City.
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g. Instructor agrees to indemnify and hold City, its officers, officials, agents
and employees hartnless for, of and from any loss,including but not limited to fines,penalties and
corrective measures, City may sustain by reason of Instructor's failure to comply with said laws,
rules and regulations in connection with the performance of this Agreement.
18. Governin Law and Venue. This Agreement shall be construed in accordance
with and governed by the laws of the State of California and Instructor agrees to submit to the
jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in
Orange County, California.
19. Integration. This Agreement constitutes the entire agreement of the parties. No
other agreement,oral or written,pertaining to the work to be performed under this Agreement shall
be of any force or effect unless it is in writing and signed by both parties. Any work performed
which is inconsistent with or in violation of the provisions of this Agreement shall not be
compensated.
20. Notice. Except as otherwise provided herein, all notices required under this
Agreement shall be in writing and delivered personally, by e-mail, or by first class mail, postage
prepaid, to each party at the address listed below. Either party may change the notice address by
notifying the other party in writing. Notices shall be deemed received upon receipt of same or
within three(3)days of deposit in the U.S. Mail,whichever is earlier. Notices sent by e-mail shall
be deemed received on the date of the e-mail transmission.
INSTRUCTOR" CITY"
Kidz Love Soccer City of Orange
353 Bel Marin Keys Blvd, #8 300 E. Chapman Avenue
Novato, CA 94949 Orange, CA 92866-1591
Attn.: Malcolm Guthrie Attn.: Community Services Director
Telephone: 415-342-2289 Telephone: 714-744-7274
E-Mail: malcolm@kidzlovesoccer.com E-Mail: bhagan@cityoforange.org
21. Counterparts. This Agreement may be executed in one or more counterparts,each
of which shall be deemed an original, but all of which together shall constitute one and the same
instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as
original signatures.
Remainder ofpage intentionally left blank;signatures on next pageJ
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IN WITNESS of this Agreement, the parties have entered into this Agreement as of the
year and day first above written.
INSTRUCTOR" CITY"
KIDZ LOVE SOCC R, LG a Ca fortiia CITY OF ORANGE, a municipal corporation I
limited liabili c pana ft` i
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BY d By I
Printed Nam G( /Ri Otto, City Manager
Title: a n c,--
By. APPROVED AS TO FORM:
Printed Name:
Title:
Vl l l
Mary E. Bi ing
iSenior Assistant City Attorn
NOTE:City requires the following signature(s) on behalf of Instructor:
1) the Chairman of the Board, the President or a Vice-President,AND (2) the
Secreta ry, the Chief Financial Officer, the Treasurer, an Assistant Secretary or
an Assistant Treasurer. If only one corporate officer exists o one corporatei
officer holds more than one corporate office,please so indicate. OR
The corporate officer named in a corporate resolution as authorized to enter into
this Agreemen A copy of the corporate resolration, certified by the Secretaty
iclose in time to the execution of the Agree nent, must be provided to City.
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EXHIBIT "A"
SCOPE OF SERVICES
Beneath this sheet.]
Exhibit A
Kidz Love Soccer
Malcolm Guthrie
353 Bel Marin Keys Blvd, #S
Novato, CA 94949
415) 342-2289
malcolm@kidzlovesoccer.com
Scope of Service
City of Orange
Recreation Class Contract Instruction
Teach Recreation Classes in person, at City Facility, as directed 60%
by City of Orange staff
Teach Recreation Classes in person, off-site, as directed by 70%
City of Orange Staff
Teach Recreation Classes online as directed by City of Orange 80%
staff
Course Description(s)—applies to adults and youth:
Classes offered throughout the duration of this agreement shall be the same and/or similar to the type of
classes listed below.
Parent& Me Soccer
Join in your toddler's introduction to the world's most popular sport!As you participate together in our fun
age-appropriate acrivities, your child will be developing their 1 arge motor skills and socialization skills.
TotlPre Soccer
Enjoy running and kicking just like the big kids!Have fun and learn the basic techniques of soccer while building
self-esteem and learning to follow instructions in a nurturing reaching environment. Shin guards are required
after the first meeting.
Soccer 1: Techni4ues& Teamwork
Learn dribbling, passing, defense and shooting goals!Fun skill games are played at every session, and every
participant will have a ball at his or her feet. Shin guards are required after the first meeting.
Exhibit A
Page 1 of 2
Soccer 2:Skillz&ScrimmaAes
Have a great time while developing core soccer skills like dribbling, passing and shooring in a team play format.
Each class will include individual skill building and scrimmages to develop teamwork and positional play. Shin
guards are required.
Location:
Classes may be taught in a City facility, off-site location, or online, as directed.
If taught in person at City facility, class location is subject to change per the request of City staff whether it be
due to a maintenance and/or safety concern or a matter of availability or preference.
Equipment Provided by the Citv:
Tables and chairs allocated to the City facility if class taught in person. No equipment provided if class taught
online or off-site.
Exhibit A
Page 2 of 2
EXHIBIT "B"
SPECIAL PROVISIONS
Beneath this sheet.]
FX"1%lt
Specia/ Provisi ns
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Please place yo r initrals in fhe blank space adjacent to each ofthe following subparagraphs after
carefutlyreadi ea'h statement and agreeing with each stdfement:
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a. Ail class and/or camp registration must be processed through the City of
Orange CommunityServices Department. Instructors are not alfowed to directly accept
registra 'on , oney>from students at any time.
b.: Applicab e class m.aterial fees must be approved by tihe City prior to tfie
class st da e and rnay be paid by the participa:nt directly to the instrucCor. If a
particip nt.w.ithdrawls.from a class.and requests a refund of the paid material fee, the
instruct r is obligated to refund at a-minimum a pro-rated amount of that rnateriat:fee
directly th participant:
cc To maintain quality customer service:with our customers, instructor or a
designa e ,r'presentative are expected:to attend at a minimum ten minutes of the first
class m ti=g;even if fhe class is canceled due to tack'of enrollment.
d. If a class cancels and tlie in5tr.uctor`is unable to attend-the first class
meeting, it is the responsibility of;tHe.lnstructor to cqritact the City's Community Services
Caordin ator .rior to inforrriing.parCicipants nf the tlass cancelation.
e: All sfudent;-and class transfers must first:be app.r.oved by the City's
Cm .mu nit r ices Co.ordinator.
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f. :v It is the respansirb'ilit"y of the instructor fio,regularly-take class attenciance
and omm 'icate d screpancies immediately.to the=Community Seririces Goordinator.
The Inst-u or is paid accorcfing to.City records:
g: 'r'' Instr.uctors must n.otify the City's Community:Ser ices-Coordinator within
2 hours if a student does:not show ap on tiie first day of class;,"drops out" of class, or
requests a refund. Instructors are not paid for participants that n.eu.er,attended class.
h:. It is the responsibility of the:: Instructor :to m.eet qua,rterly proposaf
su mitt' deadlines. If deadlines are not met; the.City has the right to witHhold class
informa ion from appearing imthe upcomingOurOrange. The City;hasthe rightto accept
or dee[ir e each quarter,all subrn,itted.class proposals;either in part or in its entirety:;
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Exhibit B. . ..
Page 1 of 3 ,
REVIS.ED 09l2018
Exhi it
r ,F Spe al Pro vrs ons
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i. t instructors are required to suppiy their own instructional materials and
equip;m nt at each:.class:_, The_City and its, emptoyee.s:are,not responsible for lost,
damage , or stolen materials left behind by. Instructors or the'ir .participants.
On=site nstructors:_in.most cases there is no:on-site storage:available: However, in the
event cl ss is taught in a location that does havestorage,.arrangements must be made
with the,Cornrn,unity Services Coordinator rior to leavin an ,e ui ment or materialPgYq .P s.
Equipm .it and materials left in storage is done so at:the instructor's own risk.
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1. r Instractors must:make every effort to prevent,injucy..to students and
prg-erty nd ar.e expected to,report unsafe. park andJor. facility cond.itions to the
Comrr,r ify, ervices Coordinatorimmediately.
k. '_, _E ._. •Instructors::must.leave,City facilities neat and_;clean after,each u5e.
On=site-i structor.s:are responsible forcommunicating.their room set-=up at a:rninimum
one i,ve.e" prior:to the first class meeting:Despite the activity,any table used during class
must b,e ov red to preven wdamage or.staining, x,q : , . , . ,
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I, The„G ty reserves the nght to observe all classes.and co,mplete periodic
ev `lua ns services renae"red unannounced:
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M Under no .ci cumstances'shall the, instructor speak to mem6ers of the
t rr dia o ehalf of the City:;lf an instructor is appro`ached by a merriber of the media,the
instructor shal .contact;the Community Services:Department im'med'iately:
n: NOTE to.In;structors ,working 'with m,inors_Section,.,S164 of the Public
R ou - s Code and 10911.5 of the :Education Code requires instructors and their
employe es,volunteers,or'a5sistants working with minor5 underthe age of 18 to be finger
printed.
Off-site instructor:.shall pr.ovide the City with a written declaration:stating they.:are in
accordan;ce with'California,5tate Laws, section 5164 of the;:Public Resources Code and
1091,1.5 of.the Educat on Code.
On-site i structors; working with:minors, under the age of 18 must be finger printecl
through he City ofi Orange_Police Department.. This:includes any substitutes, assistants,
or volunteers that.work with minors.
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Exhibit B
Page 2 of-3
RE'V1SED 09/20I8.
Exhibit B
Special Pro visrons
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o:In addition to compliance with fingerprinting laws, Instructors who are ii
e oyer are expected'to:
Conduct"Google"or other reasonable internet name searches prior to hiring new
staff members to'ensure_new staff members meet ttie.qualifications and standard
under tfie guideJines contained herein
Maintain staff emp.loyment eligibility on a quarterly kiasis 6y conducting"Google"
or other reasonable internet name searches prior to the star.t of the new season.
of scheduled classes to ensure staff inembers are eligible under th,e guidelines
contafi ed herein
rov'f e a list of active employees when requested 6y the City
p: Guidelines for Instructor Conduct:
T Cit ` f range is seeking Instructors who relate well with others, have a good self-
image, positively represent the City, are personable:and pleasant, demonstrates poise
and maturity, and are interested in providi.ng excellent customer service. -
Each instructor is expected to behave in a 'professional and courteows manner which
includes, but is not limited to:
Uses appropriate and positive_language
Does not discriminate on the basis of age, race,sex, religion, ethnicity;:and
physical disabilities and/or limitations
Wears appropriate, non=offensive clothing orattire (anything.with explicit
language and/or related to sex,drugs, alcohol, politics; etc. is not considered
appropriate att9re)
Encourages participants, never belittles,scolds, or disciplines through use of
physical force
Makes eaeh partici'pant feel valued and appreciated
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Exhibit B
Page 3 of 3
RL+'VISED 09/2018