I agree to the following terms:
This Member Services Agreement ("Agreement") establishes the responsibilities and duties between the Tacoma-Pierce County Volleyball Officials Board (“TPCVOB” or "Board") and the Board Member ("Member") (collectively “the Parties”) for the 2018 membership year (the "Season"). Each Member that desires to officiate volleyball matches assigned through the Board must have a current and legally executed Agreement on file with the Board prior to being eligible to receive match assignments.
I. RECITAL
Members are persons who provide officiating services to school and non-school amateur sports leagues or teams (Customers) as independent contractors. Members from the Board to provide access to services to Customers and officiating partners (Member-Partners) in order to enhance their ability to provide officiating services to a variety of Customers while maintaining their independence and impartiality. As such, for mutual consideration, the sufficiency of which is acknowledged by the Parties, the Member and the Board agree as follows.
II. AGREEMENT
1.0 Services Provided By Board
For the benefit of its Members, the Board will: (1) contract with Customers to provide scheduling and billing services for assignment of qualified sports officials to the Customers' contests; (2) maintain its status as a WOA/WIAA qualified local association; (3) facilitate access to member-to-member training programs; (4) for members desiring to referee School volleyball, enroll the Member as a member of WOA which qualifies the Member, in part, to be eligible for game assignments from school Customers; (5) inform Member of any other qualifications required by Customers and the means to obtain such qualifications (e.g. the means to complete the National Federation Test and background check required to provide services to Customers); (6) administer a contract for a game assigning service; (7) administer a contract and act as Member's agent for billing and collection for the officiating services provided by the Member which provides the Member's fee collected from the Customer will be passed through to the Member less deductions authorized by the Membership through the Board 's Executive Board (Member bears all risk of any customer’s non-payment); and (8) file and provide the Member an IRS 1099 Form reporting Member's earnings as an independent contractor, to the extent required by law.
2.0 Obligations and Acknowledgements of Member
2.1 Payment of Dues/Background Check.
Member agrees to pay the Board dues to establish his or her membership for the Season. Member understands that Member will not be eligible to receive match assignments though the Board until Member has paid his or her dues and executed the Agreement. Member is also required to submit to a background check to the WOA per WOA requirements. Member is responsible for the cost of the background check as required by the WOA.
2.2 Independent Contractor Status/Compliance with Law.
Member acknowledges that Member's relationship with Customers is that of an independent contractor and Member is not providing services as an employee of the Customer. Member also acknowledges that Member's relationship with the Board is that of a voting Member eligible to use the services provided by the Board (per TPCVOB Policies and Procedures) in a manner consistent with its Bylaws, Policies and Procedures. Member has no authority to any way bind, act on behalf or, to speak for the Board or for any Customer. Further, Member represents that the Member is in compliance with all applicable laws regarding the provision of officiating services in the State of Washington as an independent contractor. As an independent contractor, Member is required to supply all equipment (including uniforms) necessary to provide officiating services in accordance with professional standards.
2.3 Member Controlled Schedules/No Guarantee of Assignments.
Member acknowledges and agrees that the Board’s ability to assign Member to matches is dependent on Member keeping Board informed and updated on Member’s availability for such assignments; that Member is free to define how much, how little and when Member will make him or herself available for match assignments. Member also understands and agrees that the Board does not guarantee Member any specific match assignment, any number of match assignments or any match whatsoever.
2.4 Adherence to TPCVOB Bylaws and Policies.
Member agrees to adhere to the Bylaws and Policies and Procedures of the Board which are available to Member through the Board 's website or, upon request, in hard copy from the Board 's President. Member understands and agrees to the TPCVOB “cancellation/decline” policy which holds Member accountable for dates available to work matches in which members receives a match assignment and then turns back/declines that assignment. Member further agrees that, to be eligible to work any specific customer’s matches, Member must also meet additional requirements, if any, specified by such customer.
2.5 Equipment and Uniforms.
Consistent with Member’s status as an independent contractor, Member is required to supply all equipment (including uniforms) necessary to provide officiating services in accordance with professional standards.
2.6 No Supervision or Control.
Member understands and agrees that, if and when Member accepts a match assignment, Member is solely responsible for the manner in which the Member performs the service for the Customer in accordance with nationwide-industry and Customer-specific standards without any supervision or control by the Board, provided that Member agrees to provide such services in good faith, in cooperation with Member-Partners and in a professional manner to protect the reputation of the Board and further the interest of the overall membership.
2.7 Assumption of Risk.
Member warrants that Member is physically capable to engage in the rigors of volleyball officiating. Member understands that officiating a volleyball match subjects the member to risk of physical injury or death and member willingly and knowingly assumes the risk of such an injury.
2.8 Waiver/Indemnification.
Member hereby irrevocably waives his/her right to bring any claim against the Board, its assignors, officers, directors, members and any Board affiliate, to recover damages for personal injury to member or damage to member’s property or any consequential or special damages of any kind resulting from provision of volleyball officiating services pursuant to this agreement including any claim for loss of income from such injury or damage regardless of the legal theory under which such claim is brought. Member also agrees to indemnify, defend and hold the Board harmless from any claim brought by a third-party against the Board, its assignors, officers, directors, members and affiliates, that is based on Member’s provision of services pursuant to this agreement, regardless of the legal theory under which such claim is brought.
2.9 Member Responsible for Taxes.
Member acknowledges and agrees Member will be compensated for services rendered as an independent contractor and as such, neither the Customer nor the Board 's billing and collection services will withhold taxes and/or remit the same to the Internal Revenue Service (IRS). Member acknowledges and agrees that Member bears sole responsibility for payment of any applicable taxes on the income derived from providing services pursuant to this Agreement and agrees to indemnify, defend and hold the Board harmless from any third-party claim to recover such taxes.
2.10 Confidential Information.
Member shall not, without the written permission of the Board’s Executive Committee, disclose any of the Board 's confidential business information to a third-party. Such information includes, but is not limited to, the Board 's membership list and personal information of its members; the Board 's customer and prospective customer lists; and the terms of the Board 's contracts with Customers. Member acknowledges and agrees that any breach or threatened breach of this provision meets the standard for the Board to obtain a preliminary injunction with the required bond limited to $500. This provision survives termination of this Agreement for any reason.
2.11 Non-Solicitation.
Member shall not, while a member and for a period of two years, after terminating membership, directly or indirectly, induce or encourage Board’s members to provide officiating services for organizations that directly compete with Board; induce or encourage Customers or potential customers to not obtain officiating services through the Board; or, solicit Customers or potential Customers to obtain officiating services directly from Member or from any other entity. This provision survives termination of this Agreement for any reason.
2.12 Release and Authorization to Use Work Product.
Member hereby authorizes the Board to use any photographs or videos taken by Member or other materials prepared by Member related to provision of officiating services that Member provided to the Board; and further authorizes the Board to use any photographs or videos of Member officiating or participating in Board sponsored activities (such as training or Member meetings), for advertising, trade, and any other lawful purposes. This provision survives termination of this Agreement for any reason.
2.13 Dispute Resolution.
Member and Board agree to attempt to resolve any dispute arising under this Agreement that cannot be resolved by appealing to the Board 's Executive Committee, through mediation with a mutually acceptable mediator and with each Party to bear one-half the expense of mediation. The Parties further agree that good-faith participation in such mediation shall be a condition precedent to initiation of any legal action based on a claim arising from this Agreement.
3.0 Special Provision for Minors
For any Member under age eighteen (18) (a "Minor Member") as of August 1, 2018, the Minor Member and their Parent or Legal Guardian represent, they have read and understand the contents of this Agreement and the Board 's "Authorization for Medical Treatment of a Minor." The Minor Member and their Parent or Legal Guardian acknowledge that together these Agreements and the assumption of risk, the releases of liability and the indemnification set forth herein constitute a binding contract between the Board and the Minor Member and the Parent or Legal Guardian such that the Parent or Legal Guardian is deemed to have assumed the risk of injury to the minor member that are presented in paragraph 2.6 on behalf of themselves and the minor member; to have agreed to the waiver of claims contained in paragraph 2.7, including any such claim that could be brought by the parent or legal guardian on their own behalf; and to have accepted liability for the indemnification obligation of the minor member presented in paragraph 2.7.
4.0 Miscellaneous Terms and Termination.
4.1 Termination.
This Agreement is for the period of August 1, 2018, through July 31, 2019 (the “Term”). It will automatically terminate at the end of the Term without any further action by either Party. In addition, the Association or the Member may terminate this Agreement at any time with or without any further action by either Party. In addition, the Association or the Member may terminate this Agreement at any time with or without cause by providing the other a written notice or termination that, unless otherwise stated, will be effective immediately. The provisions of Paragraph 2.10, 2.11 and 2.12 shall survive termination or expiration of this Agreement.
4.2 Binding Effect.
The terms of this Agreement are binding on the successors, heirs and assigns of the Member and the Board, provided that, any accepted obligation of the Member to provide officiating services are personal to the Member and may not be assigned to a third-party that is not also a member of the Board without the express written consent of the Board.
4.3 No Waiver/Severability.
Failure of either the Member or the Board to insist on strict performance of any obligation by the other shall in no way constitute a waiver by such party of the right to insist on strict performance of such obligations in the future. In the event any provision of this Agreement is held to be invalid or unenforceable in whole or in part, all other provisions will continue to be valid and enforceable.
4.4 Entire Agreement/ Modifications Must Be in Writing.
Member understands and agrees that this Agreement and, where applicable, the "Authorization for Medical Treatment of a Minor," constitutes the entire Agreement between the Member and the Board regarding the subject matter hereof and supersedes all previous agreements whether written or oral regarding such subject matter. No term of the Agreement may be waived, modified or amended except by written consent of both the Member and the Board.
4.5 Governing Law/Jurisdiction.
This Agreement shall be interpreted, constructed, governed by and enforced in accordance with the laws of the State of Washington. Any litigation or other court proceeding with respect to any matter arising from this Agreement shall be conducted in the state or federal courts of Pierce County in the State of Washington.
Members may execute this Agreement by signing below and returning the Agreement to the Board Secretary Assigning Secretary or President or mailing the Agreement to the Board address listed on the website. Member represents he/she (i) has read and understands the contents of this Agreement, including the assumption of risk, waiver of claims and indemnification provisions, (ii) has had the opportunity to seek advice of counsel before executing the Agreement, and (iii) voluntarily accepts and executes this Agreement, in whole and without exception. A Minor Member's parent or legal guardian further represents that he or she has had at least one, in-person meeting with an Officer of TPCVOB or such Officer's designee.