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Home My Public Portal About2014.135 (08-05-14)RESOLUTION NO. 2014.135 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LYNWOOD TO EXECUTE THE DISCRETIONARY MANAGEMENT. AGREEMENT WITH FTN FINANCIAL MAIN STREET ADVISORS WHEREAS, the Treasurer is responsible for the City of Lynwood's cash flow whereby funds are transferred from various accounts to meet operating obligations; and WHEREAS, the Treasurer has prepared guidelines for a prudent investment policy; and WHEREAS, the policy contains certain investment criteria; and WHEREAS, the basic premise of the investments is to increase the City's cash flow to assure that the City's cash needs are met. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LYNWOOD DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS: Section 1. That the Discretionary Management Investment attached hereto as Exhibit "A" is hereby approved, with revision in a form subject to the approval of the City Attorney. Section 2. This Resolution shall go into effect immediately upon its adoption. PASSED, APPROVED and ADOPTED this 5t" day of August, 2014. .- Castro, Mayor ATTEST: APPROVED AS TO FORM: V".,/j dwm- David A. Garcia, City Attorney APPROVED AS TO CONTENT: 4— Sarah M. VVW6rs, City Manager STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, do hereby certify that the foregoing Resolution was passed and adopted by the City Council of the City of Lynwood at a regular meeting held on the 5th day of August, 2014. AYES: COUNCIL MEMBERS ALATORRE, SANTILLAWBEAS, SOLACHE HERNANDEZ AND CASTRO NOES: NONE ABSENT: NONE ABSTAIN: NONE aria Quinonez, 6ity Clerk STATE OF CALIFORNIA ) ) SS. COUNTY OF LOS ANGELES ) I, the undersigned, City Clerk of the City of Lynwood, and the Clerk of the City Council of said City, do hereby certify that the above foregoing is a full, true and correct copy of Resolution No. 2014.135 on file in my office and that said Resolution was adopted on the date and by the vote therein stated. Dated this 5th day of August, 2014. Maria Quinonez, City Clerk EXTENSION AND FIRST AMENDMENT TO INVESTMENT ADVISORY AGREEMENT BETWEEN THE CITY OF LYNWOOD AND FTN FINANCIAL MAIN STREET ADVISORS, LLC This First Amendment to the Investment Advisory Agreement between the City of Lynwood (hereinafter "City ") and FTN Financial Main Street Capital Advisors, LLC (hereinafter "Advisor ") is entered into with reference to the following: WHEREAS, on April 1, 2011, the City entered into an Agreement (hereinafter "Agreement" and attached as Exhibit A), for investment advisory services, with FTN Financial Main Street Advisors LLC; and WHEREAS, the term of the current Agreement expires April of 2014; and WHEREAS, the City has determined that the Advisor is fully qualified to perform such professional services by virtue of its experience and the training, education and expertise of its principals and employees, and wishes to continue with services provided by the Advisor; and WHEREAS, Section 7 of the Agreement allows the option to extend the term of the agreement for one year, or as agreed upon by both parties in writing; and WHEREAS, the parties hereto desire to extend the term of the current Agreement by two years and amend portions of the Agreement AGREEMENT NOW THEREFORE, the parties to this Agreement hereby covenant and agree as follows: A. Extension. Parties agree to an extension for two years, commencing on April 1, 2014 and terminating on April 30, 2016. B. Section 7 Amendment. Section 7 of the Agreement shall be amended in its entirety as follows: 117. Amendment and Termination. This Agreement shall be for the period of two years. This Agreement may be extended for up to two (2) years, upon mutual agreement by the Parties. This Agreement may be amended at any time in such a manner as may be mutually agreed upon by the City and the Advisor. In addition, this Agreement may be terminated, at any time, with or without cause, upon thirty (30) days prior written notice by the City. Fees will be prorated according to the date of termination and amounts owed shall be paid to the Advisor." C. Section 18 Amendment. Section 18 of the Agreement shall be amended in its entirety as follows: 18. Record Retention and Inspection. The Advisor is required to maintain all records relating to the purchase, sale, or exchange of the assets in the Account, or any payment made or received thereto for at least two (2) years after the termination of this Agreement. During the term of this Agreement and for a period of two (2) years thereafter, the City has the right to inspect the records of the Advisor relating to the City within one (1) day's notice, upon normal business hours. The Advisor shall keep such records readily accessible and shall not destroy any records, at any time, without first consulting the City and complying with the City's record retention policies." A Additional Sections. The Agreement shall add the following sections: "22. Indemnification. To the full extent permitted by law, Advisor shall indemnify, Bold harmless and defend City, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns from and against any and all claims, demands, causes of action, liability, losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of Advisor or any of its officers, employees, servants, agents, subcontractors; volunteers or any other person or entity involved by, for, with or on behalf of Advisor for claims related to the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of City's choice. The parties understand and agree that the duty of Advisor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. 23. Non - discrimination. In the performance of this Agreement, Advisor shall not* discriminate against any employee, subcontractor,, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or .mental handicap, medical condition, or sexual orientation or other basis prohibited by law. Advisor will take affirmative action to. ensure that subcontractors and applicants are employed, and that employees are treated during employment, without regard to their race, color,. creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation. 24. Governing Law. This Agreement shall be governed by and .construed in accordance with the laws of the State. of California. In the event of litigation between the parties, venue in State trial courts shall lie exclusively in. Los Angeles County. 25. Execution. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. 26. Independent Contractor. Advisor will act hereunder as an independent contractor. This Agreement shall not and is not intended to constitute Advisor as an agent, servant, or employee of City and shall not and is not intended to create the relationship of partnership, joint venture or association between City and Advisor." E. All Other Terms. Except as specified herein, all other terms of the original April 2011 Agreement shall remain the same. [Signatures to Follow] IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed by their respective duly authorized representatives. CITY OF LYNWOOD B 41 �NDA RODRIQUE City Treasurer FTN FINANCIAL MAIN STREET ADVISORS, LLC By: Signature Name: ��LIC.�IU► -B PS Printed /Typed Title: T k4mIT?b-taT Printed /Typed Date: Z4 APPROVED AS TO FORM: ATTEST: David Garcia Maria Quinonez City Attorney City Clerk B Y: By: City Attorney r - City Clerk Date: I� 7/01 Date: '�