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Res 03-15 Appointing M Corson and H Smyth to the Texas Student Housing AuthorityTOWN OF WESTLAKE RESOLUTION NO. 03-15 A RESOLUTION APPOINTING A DIRECTOR TO THE BOARD OF DIRECTORS OF, APPROVING THE APPOINTMENT OF AN EXECUTIVE DIRECTOR FOR, AND APPROVING THE TERMS OF AN EMPLOYMENT AGREEMENT OF THE EXECUTIVE DIRECTOR FOR THE TEXAS STUDENT HOUSING AUTHORITY, THE TEXAS STUDENT HOUSING CORPORATION, THE TEXAS STUDENT HOUSING CORPORATION — SAN MARCOS PROJECT, THE TEXAS STUDENT HOUSING CORPORATION — DENTON PROJECT, THE TEXAS STUDENT HOUSING CORPORATION — MSU PROJECT, THE TEXAS STUDENT HOUSING CORPORATION— COLLEGE STATION PROJECT, THE TEXAS CHARTER SCHOOL CORPORATION — LTTS CHARTER SCHOOL, INC. PROJECT, AND THE TEXAS CHARTER SCHOOL CORPORATION — NEW FRONTIERS CHARTER SCHOOL, INC. PROJECT, AND RESOLVING RELATED MATTERS WHEREAS, the Texas Student Housing Authority, the Texas Student Housing Corporation, the Texas Student Housing Corporation — San Marcos Project, the Texas Student Housing Corporation — Denton Project, the Texas Student Housing Corporation — MSU Project, the Texas Student Housing Corporation — College Station Project, the Texas Charter School Corporation — LTTS Charter Schools, Inc. Project, and the Texas Charter School Corporation — New Frontiers Charter Schools, Inc. Project (collectively, these entities shall be referred to as the "Texas Student Housing Entities"), each have been created by the Town of Westlake (the "Town") pursuant to Chapter 53 of the Education Code, the Higher Education Authority Act, as amended (the "Act"), to act on behalf of the Town as its duly constituted authority and instrumentality, within the meaning of the Internal Revenue Code of 1986, as amended, for the purpose of aiding institutions of higher education, accredited primary or secondary schools, or authorized charter schools, as those terms are defined in the Act, in providing educational facilities and housing facilities and facilities incidental, subordinate or related thereto or appropriate in connection therewith; WHEREAS, on behalf of the Town, the Board of Aldermen hereby appoints Michelle A. Corson to the Board of Directors of each of the Texas Student Housing Entities and ratifies and confirms all actions taken by or on behalf of the Town prior to the adoption of this resolution in connection with making this appointment; WHEREAS, on behalf of the Town, the Board of Aldermen hereby approves the appointment of Henry C. Smyth as Executive Director of each of the Texas Student Housing Entities; WHEREAS, on behalf of the Town, the Board of Aldermen hereby approves the terms of the Employment Contract of the Executive Director of each of the Texas Student Housing Entities in the substantially form attached hereto as Exhibit -A, subject to changes approved by the Board of Directors of each of the Texas Student Housing Entities; WHEREAS, the meeting at which this Resolution has been considered was open to the public as required by law, and public notice of the time, place, and subject of the meeting has been given in accordance with Chapter 551, Government Code; NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. The findings and declarations contained in the preamble of this Resolution are hereby incorporated as part of this Resolution. SECTION 2. This Board of Aldermen hereby appoints Michelle A. Corson to the Board of Directors of each of the Texas Student Housing Entities and ratifies and confirms all actions taken by or on behalf of the Town prior to the adoption of this resolution in connection with making this appointment. SECTION 3. This Board of Aldermen hereby approves the appointment of Henry C. Smyth as Executive Director of each of the Texas Student Housing Entities. SECTION 4. This Board of Aldermen hereby approves the terms of the Employment Agreement of the Executive Director in substantially the form attached hereto as Exhibit -A, subj ect to any changes approved by the Board of Directors of the Texas Student Housing Entities. SECTION 5. This Resolution shall take effect immediately upon its adoption. PASSED AND APPROVED ON THIS 10TH DAY OF MARCH 2003. Scott Brad ey, Mayor ATTEST: Gin&r Crosswy, Tows Secretary i etary Trent O. Petty, Town Manager List of Exhibits: Exhibit -A Executive Director Employment Agreement TEXAS STUDENT HOUSING ENTITIES 3 Village Circle, Suite 207 Westlake, Texas 76262 Telephone: 817-430-0491' Fax: 817430-1812' E-mail: town hallZwestlake-tx.orE March 10, 2003 Mr. Henry C. Smyth 512 Wagonwheel Ct. Colleyville, Texas 76034 Re: Employment of Executive Director Dear MT. Smyth: The Texas Student Housing Entities (collectively, the "TSHEs," or individually a "TSHE"), including the Texas Student Housing Authority, the Texas Student Housing Corporation, the Texas Student Housing Corporation — San Marcos Project, the Texas Student Housing Corporation — Denton Project, the Texas Student Housing Corporation — College Station Project, the Texas Student Housing Corporation — MSU Project, the Texas Charter School Corporation — LTTS Charter School, Inc. Project, and the Texas Charter School Corporation — New Frontiers Charter School, Inc. Project, are pleased to employ Henry C. Smyth to serve as Executive Director for each of the Texas Student Housing Entities on the terms contained in this Employment Agreement (the "Agreement"). Mr. Smyth shall be referred to in this Agreement as the "Executive Director." Duties of Executive Director 1. With respect to each TSHE, the Executive Director shall be responsible for the overall management and operation of each of the TSHEs and for performing the duties as follows: (a) If the TSHE has oversight responsibilities, including, but not limited to, approval of budgets, monitoring the performance of the TSHE's property manager(s) (if any), obtaining insurance, and other related matters, for any project that the TSHE has financed and/or owns, the Executive Director, with respect to the provisions that are contained in the documents governing the acquisition, financing, operations, and management of the project (collectively, such documents shall be referred to as the "Project Administration Documents"), shall certify in writing to the Board of Directors at least once each calendar quarter the following: (i) the TSHE is in compliance with all material requirements applicable to the TSHE that are contained in the Project Administration Documents. (ii) the project is being managed by the TSHE's property manager(s) in compliance the Project Administration Documents, Henry C. Smyth March 10, 2003 Page 2 (iii) the budget for the project has been timely submitted to the Board of Directors and is in compliance with the Project Administration Documents, and (iv) such other matters as may be requested by the President and/or the Board of Directors. (b) If the Executive Director is unable to certify to the matters referred to in paragraph 1(a)(i) above, the Executive Director shall provide a written statement to the President stating in reasonable detail the reasons that the Executive Director cannot make such certification. (c) No less than 60 days prior the beginning of each calendar year, the Executive Director shall prepare a consolidating annual budget (the "Consolidating Budget") of the activities of each of the TSHEs in a form acceptable to the President for all TSHEs showing all revenues and expenses for the fiscal year for consideration by the Board of Directors of each TSHE, and no less than once each calendar quarter, the Executive Director shall update, based on actual data, the Consolidating Budget and present to the Board of Directors a statement explaining all variances in such detail as the President shall require. (e) With respect to any project budget requiring Board of Directors' approval, the Executive Director shall make written recommendations to the Board of Directors regarding the budget. (f) The Executive Director shall provide to the Board of Directors and the Board of Aldermen a monthly transaction report showing all income received and expenses paid during each calendar month for each TSHE and on a consolidated basis. Upon the request of the President or a majority of the Board of Directors of a TSHE, the Executive Director shall provide any financial report on the financial condition of any TSHE or all of the TSHEs, to the extent reasonably possible, to the Board of Directors of the TSHE and the Board of Aldermen. (g) With respect to the scholarship program of the TSIIEs, the Executive Director shall prepare such reports and perform such duties as the President and the Board of Directors of each TSHE shall direct. (h) In performing the duties assigned to the Executive Director, the Executive Director may confer with each of the consultants retained by the TSHE to the extent the Executive Director believes that consultation is appropriate to assure that the duties of the Executive Director will be performed properly, (i) The Executive Director shall perform such additional duties as are specified from time to time in the bylaws of a TSHE and/or specified by the President of a TSHE. The Executive Director shall be the senior member of the staff of each TSH L. TAM.Exeeutive Director Contract.3/12/2003 Henry C. Smyth March 10, 2003 Page 3 3. The Executive Director hereby acknowledges that he has reviewed the bylaws of each TSHE and agrees to perform the duties of the Executive Director as stated in the bylaws for each TSHE and as stated in this Agreement. Full -Time Employee (a) The Executive Director shall be a full-time employee of the TSHEs. (b) The Executive Director must not undertake any activities that interfere with the Executive Director's performance of his duties. Accountability of Executive Director The Executive Director shall report to the President of each TSHE and shall be accountable to the Board of Directors and the Board of Aldermen of the Town of Westlake, Texas. Compensation As compensation for the performance of his duties, the Executive Director shall be entitled to - compensation as follows: 1. The Executive Director shall receive an annual salary of $77,850, which salary shall be payable twice monthly on the last day of each month and the 15th day of each month beginning the last day of March 2003. The Executive Director acknowledges that this annual salary includes an allowance in lieu of all fringe benefits. 2. The TSHEs shall cause the Executive Director to be provided with an office and appropriate office equipment; provided that, until the TSHEs are able to famish office space and equipment to the Executive Director, the TSHEs shall make a one-time payment of $5,500 to the Executive Director to enable the Executive Director to occupy a home office and purchase appropriate office equipment to be used in the discharge of his duties. Upon the TSHEs providing an office to the Executive Director, the Executive Director shall relocate the office equipment purchased from the proceeds of the $5,500 payment to the space provided by the TSHEs. Reimbursement for Expenses The Executive Director shall be entitled to reimbursement for any reasonable actual out-of-pocket expenses, including travel and lodging expenses, incurred in connection with the performance of his duties under this Agreement. With respect to automobile expenses, the Executive Director shall be reimbursed at the same rate per mile as is authorized under current Internal Revenue Service Regulations. TAM.Executive Director Contract3/122003 Henry C. Smyth March 10, 2003 Page 4 Vacation and Holidays After serving as Executive Director for six months, the Executive Director shall accrue one paid vacation day per month. The Executive Director shall be entitled to take paid vacation at anytime that is mutually acceptable to the Executive Director and the President from days accrued as paid vacation. Except as approved by the Board of Directors of the TSHEs, the Executive Director shall not be paid for accrued but untaken paid vacation. The Executive Director shall be entitled to the same paid holidays as employees of the Town of Westlake (the "Town") receive. Conflicts of Interest (a) The Executive Director must not engage in any activities that could reasonably be foreseen to create any conflict-of-interest between the Executive Director and any of the TSHEs or the Town. (b) The TSHEs and the Executive Director understand and acknowledge that (i) the interest of the Town shall be paramount over the interest of the TSHEs and (ii) the Executive Director shall be free to advise the Town as he deems appropriate and shall be required to take any action as may be directed by the Town. Term The Executive Director is employed at will by the TSHEs. This Agreement shall take effect upon its execution and shall remain in effect for one year and, thereafter, shall be automatically extended for a one year period each succeeding year; provided that, this Agreement may be terminated without cause at anytime if either the Executive Director or a TSHE provides written notice of termination to the other party. This Agreement shall terminate on the 15`s day after notice of termination is provided by either party. If terminated under this Agreement, the Executive Director shall be entitled to compensation only through the last date of employment and reimbursement for any outstanding expenses. Binding on Each of the Texas Student Housing Entities The Board of Directors of each of the TSHEs has authorized the President to enter into and be bound by this Agreement, and each of the TSHEs are jointly and severally liable under this Agreement. TAM.Executive Director Contract.3/12/2003 Henry C. Smyth March 10, 2003 Page 5 N0e: dames P. Carter ltle: President Texas Student Housi TSI -IF Texas Student Housing Corporation Texas Student Housing Corporation - San Marcos Project Texas Student Housing Corporation - Denton Project Texas Student Housing Corporation - MSU Project Texas Student Housing Corporation - College Station Project Texas Charter School Corporation - LTTS Charter School, Inc. Project Texas Charter School Corporation - New Frontiers Charter School, Inc. Project Agreed and ccepted by e C. Smyth, this March , 2003: Name: Hk.C' . Syth TAM.Execative Director Contract3/12/2003