Blakely Island Maintenance Commission, Inc.

Minutes of April 15, 2010 BIMC Board Meeting

A meeting of the Board of Directors of the Blakely Island Maintenance Commission was held on April 15, 2010 at the Facility Manager’s home and by conference call.

Participants:
Sally Elliman President, 
Barbara Sullivan Vice-President, Property Commissioner, Roads Commissioner
Dick Demers Secretary
Jim Fergus Treasurer
Bob Breidenthal Fire & Waste Comissioner
Scott Burkhart Water Commissioner
Gail Light BCF Liason
Guests:
Jim and Margaret Davis Facilities Managers
Phyllis Chennault
Pamela Roats
Russ Keyes
Pam Georgeson
Mark Owings
Chris Owings
JohnDavidson

At 7:36 Sally called the meeting to order.  Roll call was taken of the Board of Governor’s with all present.  Barbara Sullivan made a motion to adopt the Agenda.  The motion was seconded and passed unanimously.

A motion to approve the March 10, 2010 BIMC Board Minutes was made by Scott Burkhart.  It was seconded and passed unanimously.


 

President’s Report (Sally Elliman)

Sally read a letter written by our attorney, Larry Costich, on the conduct of BIMC Board meetings and the approval of minutes for BIMC Board meetings.  The following is a copy of the letter:

  1. Conduct of BIMC Board Meetings

  As a general proposition, the Board is responsible for the “supervision, control and direction of the affairs” of the BIMC (By-Laws of the Blakely Island Maintenance Commission, Inc., Art. V, Section 1).  To that end, the Board meetings are conducted to ensure efficient administration and management of the BIMC and enable the Board to perform its duties.  Members of the BIMC should always be encouraged to monitor the deliberative process of the Board but are not entitled to interrupt or disrupt the meetings.  In this regard, a Board meeting is distinguishable from the annual meetings of the BIMC, which allows all members to actively participate in the discussion of agenda items.

  Parliamentary rules for conducting Board meetings, such as those discussed in Robert’s Rules of Order are designed to ensure an orderly process that allows for the association’s Board to carry out the general will of the membership.  Procedural devices, such as “points of order,” may not be used by a non-Board member to obstruct or interrupt the BIMC Board from conducting the association’s business.  Rather, points of order may only be used by a Board member during such a meeting.

  The agenda is an important tool in conducting an efficient Board meeting.  The agenda defines what and when things may be talked about.  While a member has the right to attend BIMC Board meetings, he or she cannot disrupt the Board’s agenda.  The person who calls the Board meeting and issues the agenda has a right to enforce it.  Under Washington’s Homeowner Association Statute, chapter 64.38 RCW, an agenda for all association meetings should be provided to the members.

  The Board should adopt reasonable rules governing the frequency, duration, and manner of BIMC member participation during Board meetings.  I suggest that the Board schedule time for any members to comment on issues of concern to them.  This is the same process in which many municipalities run their city or county council meetings.  A scheduled comment interval enables participation by the BIMC membership, while also allowing the Board to efficiently go about its business on the membership’s behalf.

  Member comments should be limited at the Board’s discretion and as time reasonably allows.  For example, before each new agenda item is taken up by the Board, the Board could recognize any member in attendance who wishes to speak for a limited period (e.g., three minutes) to share any thoughts or concerns he or she might have on the issue.  After the members have had a chance to share their comments, the Board can deliberate on that agenda item without interruption.

  BIMC members should not be permitted to raise points of order during the Board meetings.  If they have any comments about an issue, they are free to discuss those during the slotted comment period; if they have any complaints with the way in which the Board conducted its business, they may raise those as an objection to the meeting minutes.


  1. Approval of Minutes for BIMC Board Meetings

  The Board is responsible for preparing and approving the minutes for all Board meetings.  The draft minutes should be circulated by the BIMC secretary to all Board members for their review and input.   The minutes should then be approved by the Board, which ordinarily occurs at the start of the next Board meeting.

 

  Although non-Board members of the association may not dictate the minutes of the Board meetings, they can challenge the Board’s action by lodging an objection.  The procedures for objections to the Board’s actions are proscribed by the By-Laws:

All actions of the Board of Governors shall be final unless revoked

or modified by the members as follows:  a copy of the minutes of the

meeting of the Board of Governors shall be promptly sent to each member

and if 15% of the members shall thereafter, and within 30 days from

the issuance of said minutes, file written objections to any such action

of the Board of Governors, then the Secretary shall call a special meeting

of the membership to consider such action.  Such action of the Board

of Governors is thereupon suspended pending action by the members

to be taken at such meeting (By-Laws of the Blakely Island Maintenance

Commission, Inc. Art V, Section 6)

   Thus, a BIMC member must provide a written objection within 30 days after the secretary issues the approved minutes.  Unless 15% of the members file a written objection, the Board’s actions are final.  Otherwise, the Board should only consider objections to the minutes as advisory options.

   This is a good opportunity to underscore the importance of taking complete and accurate minutes of BIMC Board meetings. To assist in that process, the Board should consider recording and archiving future Board meetings.  This would ensure that there is a clear record of the meetings should any questions or disputes arise in the future.


                                                             Sincerely,

                                                            Schwabe, Williamson and Wyatt, P.C.

                                                            Lawrence A. Costich

Secretaries Report (Dick Demers). 

No additional comments on the report that appeared in the Agenda were offered.

Treasurer’s Report (Jim Fergus)

Jim had nothing to add to his report that appeared with the Agenda.  He repeated that BIMC had $125,658 in its checking account and $86,725 in the Maintenance Reserve.

Water Commissioner (Scott Burkhart)

Scott stated that there were three houses left that need Cross Connection Control Devices.  All of the owners had been contacted. 

Property Commissioner (Barbara Sullivan)

There was nothing new to report

Roads Commissioner (Barbara Sullivan)

There was nothing new to report

Fire and Waste Commissioner (Bob Breidenthal)

There was nothing new to report

BCF Liaison (Gail Light)

There was nothing new to report

Facility Manager Report (Jim Davis)

There was nothing new to report

New Business

 


1.  Agent of Record

Having an Agent of Record is a requirement in Home Owner’s Associations registered in Washington State.   After discussion Barbara Sullivan moved to appoint Jim Davis as the BIMC Agent of Record.  The motion was seconded and passed unanimously.

2.  Facility Manager’s Contract.  Scott moved to ratify the decision to terminate the Facility Manager’s Agreement on March 1, 2011, discussed in Executive Session, early in 2010, in recognition that the BIMC Board of Governors may not have come out of Executive Session.  The motion was seconded and passed with a majority vote.

3.  Contract Issues

Sally read the terms to be offered as the new Facility Manager’s contract.  (The new proposed contract as well as the earlier contract appear as attachments to these minutes.)  Barbara Sullivan moved that the Board offer this new contract to the Facility Manager, Jim Davis.  This motion was seconded and passed with a majority vote.

4.  The following schedule for Board meetings was established:

May 6, 2010 at 7:30 PM on Blakely Island, location to be determined

May 30, 2010 at 9:00 AM on Blakely Island, location to be determined

June 17, 2010 at 7:30 PM on Blakely Island, location to be determined

July 1, 2010 at 7:30 PM on Blakely Island, location to be determined.

Old Business.

The Board voted to affirm the renewal of our Directors & Officers Insurance Policy with a higher annual premium and a $25,000 deductible.  The vote was needed to change the deductible from what was voted on at the March, 2010 Board meeting.  An earlier deductible was subsequently denied the BIMC Board of Governors because of the $195,292 actual total trial fees and lawyer costs paid by Directors & Officers insurance as of March 16, 2010.  These fees and costs are a consequence of the lawsuits brought against the previous BIMC Board of Governors.  

Barbara Sullivan made a motion for adjournment.  The motion was seconded and passed unanimously.  The meeting was adjourned at 8:45 p.m.

 


A session for comments from the community followed, and written comments summarizing their statements are included below.

Respectfully submitted,

Dick Demers,

BIMC Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


Community Sharing following the April 15th 2010 Board Meeting

Comments from Jim Davis, April 15th, 2010 Board meeting

On February 15th, 2010 , during a telephone conference with the Board, Sally Elliman informed me our employment contract was to be terminated “without cause”.  She indicated the Board would offer a new contract which would exclude Margaret and change the Facility Manger’s job description.  Scott Burkhart indicated the new job description would reflect reduced duties, as the Board didn’t expect me alone to be able to perform all of the tasks, which Margaret and I do together now.  We received written notice of termination from the Board’s attorney on February 25th. 

At the March Board meeting, there was further discussion regarding the need to cut community services due to one less employee.  This discussion went so far as to suggest a survey be sent out to the membership asking the degree of importance the members place on various BIMC services-to determine which of those services could be cut.

As of this writing, we have yet to receive a written proposed contract or job description.  Instead, at tonight’s Board meeting, Sally read a new proposed, one-person contract.  Contrary to what I was told in February and the discussion at the March Board meeting, Sally indicated the new job description will be exactly the same as it is now for two people.  This is quite literally a recipe for failure.  Whether it is me or someone else, one person cannot fulfill all of the responsibilities now shared by Margaret and me.  Anyone signing such a contract will begin falling behind on Day One. 

A recent letter from the Board indicates the reason for their actions is the economy and increasing salaries.  The “economy” is difficult to quantify.  For sure, unemployment is up and some businesses are struggling.  The Board has said again and again “this is a business decision”.  Let’s look at BIMC’s business.  Is business “down”?  Is BIMC producing less product?  Have we lost customers (members) for the services provided?  Is the grass growing slower?  Are buildings/equipment requiring less maintenance?  The business (services performed-product produced) of the BIMC has not changed and the Board’s proposed contract does not change the level of service. 

The Board’s letter also referenced “increasing salaries”.  To give context to this issue, I thought some factual data might be useful. 

Following is a spreadsheet of Margaret’s and my monthly salaries over the last five years: 

Year

Jim monthly Salary

Margo monthly Salary

Year over year change

Actual change since 2005

CPI change (prev. yr.)

CPI Change since 2005

2005

4,611

2,102

 

 

 

 

2006

4,611

2,102

0.0%

0.0%

3.7%

3.7%

2007

4,842

2,207

5.0%

5.0%

3.8%

7.6%

2008

4,842

2,207

0.0%

5.0%

4.5%

12.5%

2009

5,060

2,306

4.5%

9.7%

0.4%

12.9%

2010

5,080

2,316

0.4%

10.2%

unknown

unknown


 Based on the Seattle area Consumer Price Index (CPI), during the last five years, our wages have fallen about 3% behind the rate of inflation.  The contract was altered in 2009 to include yearly salary adjustment (up or down) based on the previous year’s CPI.  The only salary adjustments provided in that contract were to stay in line with inflation.  The CPI adjustment for 2010 was 0.4%.

Also of interest may be current salaries expressed in dollars per hour.  This year, Margaret is earning $26.65 and I am earning $29.23 per hour.  In reality, these amounts are less because Margaret works more than 20 hours per week and I more than 40.  In addition, we are on-call 24 hours per day.

The 1995 Board created the ½ time assistant position when they realized the Facility Manager’s position required two people.  By design, every contract written since then has included both Margaret and my names.  We have told Sally, on more than one occasion, the Davis ’ are a “package deal”; that BIMC can’t have one of us without the other.  More importantly, to those of you reading this, personalities aside, anyone accepting this contract is destined to fail.   While it has been our desire and that of the Board which created the evergreen contract, to serve the BIMC community until our retirement, it appears the current Board does not intend to offer continued employment to both of us.  Margaret and I love Blakely Island .  We love our jobs.  We are willing to negotiate.   However, the Board has given us no written proposal as a starting point.  I wrote to the Board on February 17th, 2010 requesting information about their decision and proposed contract.  Thus far, I have had no reply. 

Sincerely, Jim & Margaret Davis 

Questions from Russ Keyes, April 15, 2010 Board Meeting  


 

Questions from Pam Roats,  April 15, 2010 Board Meeting

How and when did the outdated articles of association find their way to the Burkhart/BIMC website and who decided to misrepresent them as Articles of Incorporation?

When will the BCF Financial Statements be provided?

Why is an employee (Jim Davis) listed as the Agent of Record with the State of
Washington ?

 

 

 

 

 

 

 

 


Existing Contract

BLAKELY ISLAND MAINTENANCE COMMISSION

FACILITY MANAGERS AGREEMENT

 

This Agreement is effective beginning March 1, 2009 (the "Effective Date"), and is entered into by and between Jim and Margaret Davis (the " Davises "), and the Blakely Island Maintenance Commission (“BIMC”).

1.         Employment.

            1.1.      Employment.  BIMC hereby employs the Davises and the Davises hereby accept employment by BIMC on the terms and conditions set forth in this Agreement.

            1.2.      Term.  The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the earlier of the following:

                        1.2.1    Termination by mutual, written agreement of the parties.

                        1.2.2    Termination by the Davises , without cause, by providing one (1) years prior written notice to the BIMC.

                        1.2.3    Termination by the BIMC, without cause, by providing the Davises with one (1) years prior written notice.

                        1.2.4    Termination by either party, for cause, by providing the other party with thirty (30) days prior written notice, detailing the basis for such cause, unless materially cured by the defaulting party during the notice period.

            1.3.      Duties.  The Davises shall diligently perform the work designated in Exhibit A and as may otherwise, reasonably be assigned to them, subject to the reasonable instructions and directions of the designated representative of the BIMC.  It is understood that Jim Davis will perform services as a full-time employee, and Margaret Davis as a part-time employee, and that they will be on call for emergencies twenty-four (24) hours a day, during their assigned work days, and that their employment requires that hours of work be flexible, consistent with the duties required to be completed.

2.         Compensation.

            2.1.      Salary.  The Davises will receive monthly salaries during the term of this Agreement, as follows:

                                    Jim Davis                                $4,841.55 ( March 1, 2008 )

                                    Margaret Davis                        $2,207.10 ( March 1, 2008 )

These salaries shall be adjusted annually on March 1st, 2009 , and on each March 1st thereafter, until terminated.  Said adjustment shall be based on preceding years Consumer Price Index - Urban for the Seattle area.

            2.2       Housing and Utilities.  Furnished by the BIMC (subject to the Davises reimbursing BIMC for personal long distance charges). 

            2.3       Health Insurance.  The BIMC will pay the actual premium costs of current coverages.

            2.4       On- Island Transportation.  The BIMC will provide vehicles for on-island use, and pay all related operating, maintenance and insurance expenses.

            2.5       Off- Island Transportation.  The BIMC will pay a $350 per month allowance for off-island transportation through February 28, 2011, which will increase to $500 per month on March 1, 2011, and will pay up to $500 per month toward rental of a hanger on Blakely Island (or as a contribution toward the purchase of a hanger by the Davises, at their election) through February 28, 2011, and up to $600 per month beginning on March 1, 2011.

            2.6       Job Related Education.  The BIMC will pay all tuition and costs for continuing education, subject to approval by the applicable BIMC Board representative.

            2.7       401(k).  The BIMC will provide an employer match to 401(k) contributions made by the Davises , on a dollar-for-dollar basis, up to three percent (3%) of base salaries.

            2.8       Vacation and Sick Leave.  During the term of this Agreement, the Davises will be entitled to twenty-three (23) days of paid vacation/holidays each year through February 28, 2011 , and twenty-five (25) days of paid vacation/holidays each year beginning on March 1, 2011 .  Vacation shall be taken during the October 1 through May 1 “off-season” unless otherwise approved by the applicable BIMC Board representative.  Vacation will accrue on a prorata basis, in the event of termination of this Agreement.  The Davises will coordinate scheduled vacation time with the applicable BIMC Board representative, and ensure that satisfactory arrangements are made to cover their duties during their absence.  The Davises shall also receive up to five (5) days of paid sick leave each year, if unable to work due to sickness or disability.

3.         Additional Agreements. 

            3.1       Days Off.  The Davises will have two (2) designated, consecutive days off each week, and coordinate any changes with appropriate relief coverage, and the designated BIMC Board representative.

            3.2       Other Employment.  The Davises may engage in other work, outside of their duties for BIMC, as long as it does not interfere with their BIMC duties.

            3.3       Indemnification.  The BIMC, to the extent permitted by law, indemnifies the Davises against liabilities as a result of the performance of their duties under this Agreement, provided, however, such indemnification shall not include any claim or suit to the extent arising (i) out of any intentional misconduct or malicious acts or failures to act by the Davises, or (ii) directly or indirectly, in relation to any action or failure to act by the Davises not related to the performance of the Davises’ duties under this Agreement.

            3.4       Right of First Refusal.  Should the BIMC determine at any time during the term of this Agreement that it wishes to dispose of the residence currently owned by the BIMC and occupied by the Davises, the Davises shall have the right of first refusal to purchase the residence, such right of first refusal shall be exercised within ninety (90) days of the date of receipt of written notice of the BIMC’s intention to sell such residence.

4.         Miscellaneous.

            4.1.      Assignment.  The rights and obligations under this Agreement are personal in nature and may not be assigned, delegated or transferred by either party. 

            4.2.      Waiver and Amendment.  Any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties.

            4.3.      Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington .

            4.4.      Notices.  All notices, requests, and other communications hereunder shall be in writing and shall be deemed to be duly given upon the earlier of: (a) actual receipt by the notified party, or (b) deposit with prepaid postage in the U.S. mail.   If mailed, such communications shall be addressed as follows:

            If to the Davises , to:                            Jim and Margaret Davis

                                                                        Blakely Island , WA   98222

            If to the BIMC, to:                                 c/o BIMC President then in office

or to such other address as either party may later deliver to the other in writing.

            4.5.      Arbitration; Attorney Fees.  Should any dispute arise out of or relate to this Agreement, the parties agree that the dispute shall be settled through arbitration administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with its rules of practice and proce­dure, without limiting the right to injunctive relief provided in Paragraph 6.7 below.  The arbitrator shall be bound to follow the applicable federal and state laws and regulations in deciding all issues and in rendering any award.  The arbitration proceedings shall be conclusive, and any party to any award rendered in any such arbitration proceeding shall be entitled to have judgment entered thereon.  Arbitration shall take place in Seattle , Washington .

THE DAVISES                                                             BLAKELY ISLAND MAINTENANCE

                                                                                    COMMISSION

____________________________________             By: ________________________________

            Jim Davis                                                        Its:   President

____________________________________             By: ________________________________

            Margaret Davis                                                Its:   Secretary

 

EXHIBIT A

FACILITY MANAGER’S DUTIES

 Water treatment and distribution system:

1.         Operate and manage the domestic and irrigation water treatment and distribution systems in accordance with the written and verbal instructions issued by the BIMC Water Commissioner.

2.         Monitor the reservoir low-water alarm and backwash paging systems.

3.         Comply with all Washington State Dept. of Health (DOH) rules and regulations governing public water systems to the full extent BIMC equipment permits.

4.         Train fill-in operators to operate the water treatment plant in accordance with the written BIMC Fill-In Operator’s Instructions.

 Fire fighting equipment and fire protection facilities:  

1.         Maintain all equipment and facilities in a state of readiness for immediate use.

2.         Operate all fire fighting equipment in an emergency, and supervise others (volunteers) in its operation.

3.         Assist the BIMC Fire Commissioner.

4.         Conduct fire fighting training and fire prevention programs in accordance with the written and verbal instructions of the BIMC Fire Commissioner.

Roads and airport:  

1.         Inspect all roadways and airport areas and correct any condition that would interfere with their normal use or shorten their useful life.

2.         Maintain airport lighting, signs and plane stop.

3.         Monitor all areas for safe and normal operation of vehicles and aircraft.  Apprehend violators when possible and request their compliance with the written rules, or report violators to the Board for proper disposition.

4.         Maintain and operate BIMC vehicles, tractors, mowers, and all other road and airport equipment.

5.         Ensure that all grass on BIMC common property areas is mowed and maintained.  

Security of all BIMC property and plat areas:  

1.         Facility Manager shall be sworn in by the San Juan County Sheriff as the Blakely Island Special Deputy, and carry out duties as specified by the Sheriff’s Department.

2.         Coordinate with Sheriff’s Department and all other State and Federal agencies.

3.         Observe the plat area and take action to immediately correct hazardous physical conditions, damage to property, unauthorized persons or conduct disturbing to others, and make report to the appropriate Board member or homeowner.  Call upon BIMC members or the County Sheriff if assistance is required to effect suitable corrective action.

 Emergencies:  

1.         Assist to fullest ability in medical and property emergency services.

2.         Maintain certification in AED training.

3.         Arrange yearly AED training seminars for BIMC members, to be held the weekend of the annual meeting as specified by the Fire Commissioner.

 TV System:  

1.         Maintain all existing and future BIMC television system equipment, including system head end and tower.

2.         Address specific system performance complaints and make appropriate adjustments.

3.         Adjust all amplifiers and tune head end as required.

4.         Repair cable system, faults, and line damage as necessary.  

Post Office:  

1.         Receive and process all incoming and outgoing mail.

2.         Operate and maintain all postal equipment and facilities.  

UPS Package Service:  

1.         Receive and process all incoming UPS packages.

Recycling Facility and Waste Disposal:  

1.         Process, store and dispose of all recyclable materials as required.

2.         Maintain facility in a clean and tidy condition.

3.         Arrange and supervise annual dumpsters and other disposal plans as instructed by the Garbage Commissioner.  

Maintenance:  

1.         Maintain all BIMC equipment and assets, including but not limited to vehicles, tools, electronics, common property, structures, records, etc.

2.         Keep maintenance logs on individual pieces of equipment.  Report deficiencies to the designated BIMC Board Member on a timely basis.

3.         Maintain the Facility Manager’s residence.  

Administration:  

1.         Order supplies as necessary to maintain the day to day operation of the common property of the community.

2.         Coordinate and supervise the activities of the contractors working for the BIMC.

3.         Maintain records of all purchases and submit all invoices and statements to BIMC Treasurer.

4.         Maintain timesheets for all casual labor and submit to BIMC Treasurer in timely manner.

5.         Hire, train, and supervise casual labor, and ensure that all employees comply with BIMC rules.  

Miscellaneous:  

1.         Perform other duties that may from time to time be necessary to support the operation of the community as determined by the BIMC Board of Governors.  

Reporting:  

1.      Maintain log of significant daily activities and events.  Make this log available to the BIMC Board Members at all times and for use during Board meetings on her/his request.

2.      At least annually, meet with the BIMC Property Commissioner to review completed projects and establish goals for current and future needs.  

 


Proposed contact - 04/28/2010

BLAKELY ISLAND MAINTENANCE COMMISSION

FACILITY MANAGERS AGREEMENT

This Agreement is effective beginning March 1, 2011 (the "Effective Date"), and is entered into by and between Jim Davis and the Blakely Island Maintenance Commission (“BIMC”).

1.         Employment.

            1.1.      Employment.  BIMC hereby employs Jim Davis and Jim Davis hereby accepts employment by BIMC on the terms and conditions set forth in this Agreement.

             1.2.      Term.  The term of this Agreement shall commence on the Effective Date, and shall continue in effect until the earlier of the following:  

                        1.2.1    Termination by mutual, written agreement of the parties.  

                        1.2.2    Termination by Jim Davis, without cause, by providing 90 days prior written notice to the BIMC.

                        1.2.3    Termination by the BIMC, without cause, by providing Jim Davis with 90 days prior written notice.  

                        1.2.4    Termination by either party, for cause, by providing the other party with thirty (30) days prior written notice, detailing the basis for such cause, unless materially cured by the defaulting party during the notice period.

            1.3.      Duties. Jim Davis shall diligently perform the work designated in Exhibit A and as may otherwise, reasonably be assigned to him, subject to the reasonable instructions and directions of the designated representative of the BIMC.  It is understood that Jim Davis will perform services as a full-time employee, and that he will be on call for emergencies twenty-four (24) hours a day, during his assigned work days, and that his employment requires that hours of work be flexible, consistent with the duties required to be completed.

2.         Compensation.  

2.1.            Salary. Jim Davis will receive a monthly salary during the term of this Agreement, as follows:

                                     Jim Davis                                $5080.00 ( March 1, 2010 )

The salary shall be adjusted annually on March 1st, 2011 , and on each March 1st thereafter, until terminated.  Said adjustment shall be based on preceding years Consumer Price Index - Urban for the Seattle area.

            2.2       Housing and Utilities.  Furnished by the BIMC (subject to Jim Davis reimbursing BIMC for personal long distance charges).   

            2.3       Health Insurance.  The BIMC will pay up to $10,000 for Jim Davis.  

            2.4       On- Island Transportation.  The BIMC will provide a vehicle for on-island use, and pay all related operating, maintenance and insurance expenses.  

2.5              Off-Island Transportation.  The BIMC will pay a $200 per month allowance for off-island transportation.  

            2.6       Job Related Education.  The BIMC will pay all tuition and costs for continuing education, subject to approval by the BIMC Board Property Commissioner.  

            2.7       401(k).  The BIMC will provide an employer match to 401(k) contributions made by Jim Davis, on a dollar-for-dollar basis, up to three percent (3%) of base salary.  

            2.8       Vacation and Sick Leave.  During the term of this Agreement, Jim Davis will be entitled to twenty-five (25) days of paid vacation/holidays each year beginning on March 1, 2011 .  Vacation shall be taken during the October 1 through May 1 “off-season” unless otherwise approved by the BIMC Board Property Commissioner. Jim Davis will coordinate scheduled vacation time with the BIMC Board Property Commissioner, and ensure that satisfactory arrangements are made to cover his duties during his absence. Jim Davis shall also receive up to five (5) days of paid sick leave each year, if unable to work due to sickness or disability.  

3.         Additional Agreements.   

            3.1       Days Off. Jim Davis will have two (2) designated, consecutive weekdays off each week, and coordinate any changes with appropriate relief coverage, and the designated BIMC Board Property Commissioner.  

            3.2       Other Employment. Jim Davis may not engage in other work, outside of his duties for the BIMC between the normal working hours of 8:00 AM through 5:00 PM , five consecutive days per week.   

            3.3       Indemnification.  The BIMC, to the extent permitted by law, indemnifies Jim Davis against liabilities as a result of the performance of his duties under this Agreement, provided, however, such indemnification shall not include any claim or suit to the extent arising (i) out of any intentional misconduct or malicious acts or failures to act by Jim Davis, or (ii) directly or indirectly, in relation to any action or failure to act by Jim Davis not related to the performance of the Jim Davis’ duties under this Agreement.  The BIMC, or any individual homeowner or any individual Board member, to the extent permitted by law, shall not be held liable in civil or criminal court for any actions determined or carried out by Jim Davis, defendable under the Good Samaritan Act, or any law or Act, while deemed in the service of, or as an employee of, the BIMC or while living in the BIMC owned Blakely Island residence.    

            3.4       ELIMINATED     Right of First Refusal.  Should the BIMC determine at any time during the term of this Agreement that it wishes to dispose of the residence currently owned by the BIMC and occupied by the Davises, the Davises shall have the right of first refusal to purchase the residence, such right of first refusal shall be exercised within ninety (90) days of the date of receipt of written notice of the BIMC’s intention to sell such residence.

4.         Miscellaneous.  

            4.1.      Assignment.  The rights and obligations under this Agreement are personal in nature and may not be assigned, delegated or transferred by either party.   

            4.2.      Waiver and Amendment.  Any waiver or amendment of any provision of this Agreement shall be effective only if in writing and signed by the parties.  

            4.3.      Governing Law.  This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Washington.  

            4.4.      Notices.  All notices, requests, and other communications hereunder shall be in writing and shall be deemed to be duly given upon the earlier of: (a) actual receipt by the notified party, or (b) deposit with prepaid postage in the U.S. mail.   If mailed, such communications shall be addressed as follows:

            If to Jim Davis to:                                Jim Davis

                                                                        Blakely Island , WA   98222

           If to the BIMC, to:                                 c/o BIMC President then in office

or to such other address as either party may later deliver to the other in writing.

 

            4.5       Mediation:  Should any dispute arise out of or relate to this Agreement, the parties agree that the dispute shall be settled through mediation.  

            4.6.      Arbitration; Attorney Fees.  Should any dispute arise out of or relate to this Agreement, the parties agree that the dispute shall be settled through arbitration administered by Judicial Arbitration and Mediation Services, Inc. ("JAMS"), in accordance with its rules of practice and proce­dure, without limiting the right to injunctive relief provided in Paragraph 6.7 below.  The arbitrator shall be bound to follow the applicable federal and state laws and regulations in deciding all issues and in rendering any award.  The arbitration proceedings shall be conclusive, and any party to any award rendered in any such arbitration proceeding shall be entitled to have judgment entered thereon.  Arbitration shall take place in Seattle , Washington.       

JIM DAVIS_____________________________________________________________________                         ______________________________________________________________________________                         Its:   President

 

BIMC PRESIDENT____________________________________________________________

BIMC OFFICER_________________________________________________________________                         ______________________________________________________________________________             Its:   Secretary

 

EXHIBIT A

FACILITY MANAGER’S DUTIES

Water treatment and distribution system:

1.         Operate and manage the domestic and irrigation water treatment and distribution systems in accordance with the written and verbal instructions issued by the BIMC Water Commissioner.

2.         Monitor the reservoir low-water alarm and backwash paging systems.

3.         Comply with all Washington State Dept. of Health (DOH) rules and regulations governing public water systems to the full extent BIMC equipment permits.

4.         Train fill-in operators to operate the water treatment plant in accordance with the written BIMC Fill-In Operator’s Instructions.

Fire fighting equipment and fire protection facilities:

1.         Maintain all equipment and facilities in a state of readiness for immediate use.

2.         Operate all fire fighting equipment in an emergency, and supervise others (volunteers) in its operation.

3.         Assist the BIMC Fire Commissioner.

4.         Conduct fire fighting training and fire prevention programs in accordance with the written and verbal instructions of the BIMC Fire Commissioner.

Roads and airport:

1.         Inspect all roadways and airport areas and correct any condition that would interfere with their normal use or shorten their useful life.

2.         Maintain airport lighting, signs and plane stop.

3.         Monitor all areas for safe and normal operation of vehicles and aircraft.  Apprehend violators when possible and request their compliance with the written rules, or report violators to the Board for proper disposition.

4.         Maintain and operate BIMC vehicles, tractors, mowers, and all other road and airport equipment.

5.         Ensure that all grass on BIMC common property areas is mowed and maintained.

Security of all BIMC property and plat areas:

1.         Facility Manager shall be sworn in by the San Juan County Sheriff as the Blakely Island Special Deputy, and carry out duties as specified by the Sheriff’s Department.

2.         Coordinate with Sheriff’s Department and all other State and Federal agencies.

3.         Observe the plat area and take action to immediately correct hazardous physical conditions, damage to property, unauthorized persons or conduct disturbing to others, and make report to the appropriate Board member or homeowner.  Call upon BIMC members or the County Sheriff if assistance is required to effect suitable corrective action.

Emergencies:

1.         Assist to fullest ability in medical and property emergency services.

2.         Maintain certification in AED training.

3.         Arrange yearly AED training seminars for BIMC members, to be held the weekend of the annual meeting as specified by the Fire Commissioner.

TV System:

1.         Maintain all existing and future BIMC television system equipment, including system head end and tower.

2.         Address specific system performance complaints and make appropriate adjustments.

3.         Adjust all amplifiers and tune head end as required.

4.         Repair cable system, faults, and line damage as necessary.

Post Office:

1.         Receive and process all incoming and outgoing mail.

2.         Operate and maintain all postal equipment and facilities.

UPS Package Service:

1.         Receive and process all incoming UPS packages.

Recycling Facility and Waste Disposal:

1.         Process, store and dispose of all recyclable materials as required.

2.         Maintain facility in a clean and tidy condition.

3.         Arrange and supervise annual dumpsters and other disposal plans as instructed by the Garbage Commissioner.

Maintenance:

1.         Maintain all BIMC equipment and assets, including but not limited to vehicles, tools, electronics, common property, structures, records, etc.

2.         Keep maintenance logs on individual pieces of equipment.  Report deficiencies to the designated BIMC Board Member on a timely basis.

3.         Maintain the Facility Manager’s residence.

Administration:

1.         Order supplies as necessary to maintain the day-to-day operation of the common property of the community.

2.         Coordinate and supervise the activities of the contractors working for the BIMC.

3.         Maintain records of all purchases and submit all invoices and statements to BIMC Treasurer.

4.         Maintain timesheets for all casual labor and submit to BIMC Treasurer in timely manner.

5.         Hire, train, and supervise casual labor, and ensure that all employees comply with BIMC rules.

Miscellaneous:

1.         Perform other duties that may from time to time be necessary to support the operation of the community as determined by the BIMC Board of Governors.

Reporting:

1.      Maintain log of significant daily activities and events.  Make this log available to the BIMC Board Members at all times and for use during Board meetings on her/his request.

2.      At least annually, meet with the BIMC Property Commissioner to review completed projects and establish goals for current and future needs.