Item 4C - MemoMEMORANDUM
April 9, 2024
To: Alison Ortowski, City Manager
From: Sharen Jackson, Chief Financial Officer
Subject: Approve a professional services agreement with CityBase in an
amount not to exceed $58,500 for financial data consulting
services
Action
Requested: Approval of the professional services agreement with
CityBase for financial data consulting services.
Background
Information: Ordinance No. 1104 was approved by the Southlake City
Council in 2015, adopting the Sustainability Master Plan. An
element of this plan analyzed and provided policy direction on
economic and fiscal wellness. As discussed during the winter
workshop, it is time to update the plan.
CityBase is an experienced consultant in data mining,
financial forecasting, and statistical analysis. Additionally,
CityBase has extensive knowledge of Southlake’s history,
having previously assisted with the 2015 Sustainability
Comprehensive Plan. Their proven record of success in
previous projects instills confidence in their ability to assist in
updating the plan.
The scope of work outlined in the contract aligns with the city’s
needs and objectives to successfully update the Sustainability
Comprehensive Plan.
Financial
Considerations: The funding is budgeted in the Strategic Initiative Fund
Strategic Link: F1 Safeguarding the public trust through a commitment to
thoughtful planning and responsible, conservative financial
management.
F2 Investing to provide & maintain high quality public assets.
B3 Maintaining an environment of future readiness by
understanding and acting upon the forces, trends, and
coming challenges affecting services.
Item 4C
Honorable Mayor and City Council
Page 2 of 2
Citizen Input/
Board Review: None required.
Legal Review: The city attorney reviewed the agreement.
Alternatives: Deny or propose changes to the agreement.
Supporting
Documents: Professional Services Agreement
Staff
Recommendation: Approval of the professional services agreement
Services Agreement
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City of Southlake
Proposal for a Comprehensive Financial Planning Process (MYFP)
Lewis F. McLain, Jr., President
dba CityBase.Net
March 2024
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This proposal will encompass as many of the elements in the mindmap above as
possible. As might be expected, not everything can be accomplished in the first year.
Even though this proposal obligates the City to only one year at a time, it is being made
with the expectation that the agreement will be continued for several years.
The intended services include taking advantage of the full array of data that will be
made available to the Consultant by the City. It builds on Zero-Base Budgeting
principles yet with a very granular expenditure documentation features down to the
justification of line items in the spirit of Baseline Budgeting. The Consultant was the
Budget Director of Garland, the first city to implement ZBB by the creator of the process.
While ordinary budgeting is generally bottom-up with Budget Managers grinding out
budgets and sending to upper management to balance, this MYFP process is more top-
down. By top-down, it is meant to first be developed as a managerial tool with forecasts
constrained by historical parameters derived from analysis. The City Manager starts
with a balanced budget.
Whether or not most cities are aware of having their own DNA, it exists. And it is also
true that there are more similarities than differences between cities within a region.
Further, there are even more similarities within a given city over a number of years
when adjusted for population growth and Inflation. Hence, MYFP embraces and builds
on those similarities.
Please let us know what we can do to obtain the necessary approvals to get this
exciting project off the ground. LFM.
Services Agreement
CityBase.Net
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PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into by and
between the City of Southlake (the “CITY”), a subdivision of the State of Texas situated in Tarrant
County, Texas, acting by and through Alison D. Ortowski, its duly authorized City Manager, and
CITYBASE.NET, (“CONSULTANT” or “LFM”), acting by and through Lewis F. McLain, Jr., its duly
authorized president. The CITY and CONSULTANT are individually referred to herein as a party and
collectively referred to as parties.
RECITALS:
WHEREAS, CONSULTANT is highly qualified to construct the necessary models and analysis to build a
Multi-Year Financial Plan (MYPF), and
WHEREAS, this service will allow for analyzing and reporting of All Operating, Debt Service, Special
Revenue, Internal Service Funds & Capital Funds to enable the CITY to better understand future needs
and the methods of funding the future; and
WHEREAS, the services and products provided will assist the CITY in recognizing revenue vulnerabilities
and to better understand the current and historical data as well as to forecast future revenues.
NOW THEREFORE, for mutual and valuable consideration and covenants set forth herein, the parties do
hereby agree as follows:
1. SCOPE OF SERVICES.
CONSULTANT hereby agrees to provide the CITY with professional consulting services for the
purpose of constructing and maintaining a Multi-Year Financial Plan. Attached hereto and incorporated
for all purposes incident to this Agreement is Exhibit “A,” Scope of Services, more specifically describing
the services to be provided hereunder.
2. TERM.
This Agreement shall be effective as of the date of signing (“Effective Date”) and shall have a 12-
month term (“Initial Term”), unless terminated earlier in accordance with the provisions of this Agreement.
Following expiration of the Initial Term, this Agreement shall automatically renew for one additional year
(“Automatic Renewal Term”), unless terminated earlier in accordance with the provisions of this
Agreement. Following the Automatic Renewal Term, the CITY shall have the option to renew this
Agreement for five additional years under the same terms and conditions. The CITY shall provide
Contractor with thirty (30) days prior written notice of its intent not to renew.
3. COMPENSATION.
The CITY shall pay CONSULTANT fees in an amount not to exceed $58,500 per year (“contract
amount”) for the Initial Term, and $38,500 per year, before discounts and other incentives, for each
Renewal Term in accordance with the provisions of this Agreement and the Fee Schedule attached as
Exhibit “B,” which is incorporated for all purposes herein. The CITY shall not reimburse CONSULTANT
for expenses for any item(s) CONSULTANT is required to procure in order to perform its obligations under
this Agreement unless the CITY first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The CITY or CONSULTANT may terminate this Agreement at any time and for any reason
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by providing the other party with 30 days written notice of termination
4.2 Non-appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the CITY in any fiscal period
for any payments due hereunder, CITY will notify CONSULTANT of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the CITY of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the CITY shall
pay CONSULTANT for services actually rendered up to the effective date of termination and
CONSULTANT shall continue to provide the CITY with services requested by the CITY and in
accordance with this Agreement up to the effective date of termination.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
CONSULTANT hereby warrants to the CITY that CONSULTANT has made full disclosure in
writing of any existing or potential conflicts of interest related to CONSULTANT's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
CONSULTANT hereby agrees immediately to make full disclosure to the CITY in writing. CONSULTANT,
for itself and its officers, agents and employees, further agrees that it shall treat all information provided
to it by the CITY as confidential and shall not disclose any such information to a third party without the
prior written approval of the CITY. CONSULTANT shall store and maintain CITY Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt CITY
Information in any way. CONSULTANT shall notify the CITY immediately if the security or integrity of any
CITY information has been compromised or is believed to have been compromised.
Parties acknowledge that the CITY is subject to the Texas Public Information Act, codified in
Chapter 552 of the Texas Government Code. Subject to the requirements of the Texas Public Information
Act, should the CITY receive a request for information subject to the Texas Public Information Act, deemed
confidential by this section, CITY will notify CONSULTANT and submit a letter to the Texas Attorney
General in accordance with the requirements of the Texas Public Information Act, provided
CONSULTANT submits arguments to the Texas Attorney General to substantiate any claim of
confidentiality.
6. RIGHT TO AUDIT.
CONSULTANT agrees that the CITY shall, until the expiration of three (3) years after final
payment under this contract, have access to and the right to examine at reasonable times any directly
pertinent books, documents, papers and records of the CONSULTANT involving transactions relating to
this Contract at no additional cost to the CITY. CONSULTANT agrees that the CITY shall have access
during normal working hours to all necessary CONSULTANT facilities and shall be provided adequate
and appropriate workspace in order to conduct audits in compliance with the provisions of this section.
The CITY shall give CONSULTANT reasonable advance notice of intended audits.
CONSULTANT further agrees to include in all its subcontractor agreements approved by the CITY
hereunder a provision to the effect that the subcontractor agrees that the CITY shall, until expiration of
three (3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such subcontractor
involving transactions related to the subcontract, and further that CITY shall have access during normal
working hours to all subcontractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this paragraph. CITY shall give subcontractor
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reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that CONSULTANT shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the CITY. Subject to and in accordance with the conditions and provisions of this Agreement,
CONSULTANT shall have the exclusive right to control the details of its operations and activities and be
solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. CONSULTANT acknowledges that the doctrine of respondeat superior shall not apply as
between the CITY, its officers, agents, servants and employees, and CONSULTANT, its officers, agents,
employees, servants, contractors and subcontractors. CONSULTANT and CITY further agree that
nothing herein shall be construed as the creation of a partnership or joint enterprise between CITY and
CONSULTANT.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF
OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES.
9. ASSIGNMENT AND SUBCONTRACTING.
CONSULTANT shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the CITY.
10. INSURANCE.
The CONSULTANT shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the CITY:
Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and
$1,000,000 aggregate limit, unless waived.
General Insurance Requirements, unless waived
• All applicable policies shall name the CITY as an additional insured thereon, as its interests
may appear. The term CITY shall include its employees, officers, officials, agents, and
volunteers in respect to the contracted services.
• A minimum of Thirty (30) day notice of cancellation or reduction in limits of coverage shall
be provided to the CITY. A ten (10) day notice shall be acceptable in the event of non-
payment of premium. Notice shall be sent to CITY Manager, with copies to the CITY
ATTORNEY at the same address shown in Section 13.
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• The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key
Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
• Any failure on the part of the CITY to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
• Certificates of Insurance evidencing that the CONSULTANT has obtained all required
insurance shall be delivered to the CITY prior to CONSULTANT proceeding with any work
pursuant to this Agreement.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
CONSULTANT agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the CITY notifies CONSULTANT of any violation of such laws, ordinances, rules or
regulations, CONSULTANT shall immediately desist from and correct the violation. CONSULTANT
acknowledges that all information will be considered not public information and will not be made public
information unless instructed to do so. Disclosure of any information will be to authorized staff only.
12. NON-DISCRIMINATION COVENANT.
CONSULTANT, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of CONSULTANT’s duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by CONSULTANT, its personal representatives, assigns, subcontractors or
successors in interest, CONSULTANT agrees to assume such liability and to indemnify and defend the
CITY and hold the CITY harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received
by the other party by United States Mail, registered, return receipt requested, addressed as follows:
To The CITY: To CONSULTANT:
City of Southlake CityBase.Net
Attn: Alison D. Ortowski, City Manager Attn: Lewis F. McLain, Jr., President
Address: 1400 Main Street, Ste 460 4906 Morning Glory Way
City: Southlake, TX 76092 McKinney, TX 75070
Phone: 817-748-8001 214-793-7729
Email: aortowski@ci.southlake.tx.us lewis.mclain@outlook.com
To CITY Attorney:
Taylor, Olson, Adkins, Sralla, and Elam, LLP
Attn: Cara White
Address: 6000 Western Place
City: Fort Worth, Texas, 76107
Phone: 817-332-2580
Email: cwhite@toase.com
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14. SOLICITATION OF EMPLOYEES.
Neither the CITY nor CONSULTANT shall, during the term of this agreement and additionally for
a period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the CITY does not waive or
surrender any of its governmental powers or governmental immunity.
16. NO WAIVER.
The failure of the CITY or CONSULTANT to insist upon the performance of any term or provision
of this Agreement or to exercise any right granted herein shall not constitute a waiver of the CITY's or
CONSULTANT's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The CITY and CONSULTANT shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions
by any governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this Agreement
and that the normal rules of construction to the effect that any ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
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22. AMENDMENTS / MODIFICATIONS / EXTENSTIONS.
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the CITY
and CONSULTANT, their assigns and successors in interest, as to the matters contained herein. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in
conflict with any provision of this Agreement.
24. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by proper
order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on
this warranty and representation in entering into this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this _____ day of
______________, 2024.
CITY OF SOUTHLAKE
By:
Alison D. Ortowski
City Manager
Date: _________________________
ATTEST:
By:
Secretary
CONTRACT AUTHORIZATION:
Number:
Date Approved: ________________
CITYBASE.NET:
By:
Lewis F. McLain, Jr.
President
Date: ____________________________
ATTEST:
By:
Name:
Title:
Services Agreement
CityBase.Net, Inc.
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EXHIBIT A
SCOPE OF SERVICES
Multi-Year Financial Plan
Introduction
Lewis F. McLain, Jr., President, CityBase.Net, Inc. (LFM) is highly qualified to construct and
maintain a MYFP Model & Reporting System (See Attachment A). LFM and the City of Southlake
(“CITY”) enter into this Agreement for a MYFP Model & Reporting System, a service (not
software) with a variety of products that are described in the Scope of Service section below.
Scope of Services
• The MYFP will be for at least for a five-year period, including all funds, balance sheets and
income statements.
• There will also be a five-year history compiled that ties to the Financial Statements and Budgets.
• The MYFP will be developed at the line item level.
• Staffing tables will be incorporated.
• Growth estimates will consider inflation and population-driven increases.
• Other drivers (workload measures and performance data) will be used as much as possible.
• Infrastructure aging and replacement data will be incorporated with staff assistance.
• Vehicle aging and replacement data will be incorporated with staff assistance.
• All CIP plans will be incorporated.
• Debt issuance and detailed debt schedules will be incorporated.
• Reserve policies will be reviewed, defined and analyzed.
• Receivables aging will be incorporated with staff assistance.
• General & Administrative Costs will be analyzed.
• Payments in lieu of taxes (PILOTs) for property taxes, franchise taxes will be computed for
consideration.
• Assumptions will be built in every place possible for reasonably easy changes.
• Alternative Scenarios will be considered within reason.
• Two presentations will be prepared, one for the Staff and the other for the Council.
• Individual department meetings for data input and review will be the responsibility of the city
staff.
Timetable
CITY shall provide the certain information as listed in Exhibit C. Work will commence
immediately but no later than April 1, 2024. It is anticipated that a working report will be available
to the Staff in advance of budget workshops with the City Council in the summer of 2024.
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Ownership of Data & Work Products
This Agreement is intended to be a service agreement and is not a software sale or lease. Therefore,
LFM and CITY agree to these following items.
• LFM’s work product given to CITY shall be in the form of Adobe PDF files, Excel
Spreadsheets or online reports. There will be no paper reports. All PDF files shall be
delivered to only staff persons designated by CITY.
• LFM may use the latest versions of Excel, SQL Server, Power BI and Crystal Reports and
several other Business Intelligence software tools LFM finds ideal for this service. These
work products belong to LFM and shall not be the property of CITY.
Confidential Information & Security
All of the information will be kept confidential in accordance with state laws. CityBase would
prefer to exchange data and products only through named CITY employees so that a clear “chain
of custody” is documented.
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EXHIBIT B
FEE SCHEDULE
MYFP: $58,500 per year for the first year and then $38,500 for each subsequent sequential fiscal
year.
Billing Schedule:
• June 30, 2024 $14,625.
• September 30, 2024 $14,625.
• December 31, 2024 $14,625.
• March 31, 2025 $14,625.
• June 30, 2025 $ 9,625. (and each June 30 agreement is extended).
• September 30, 2025 $ 9,625. (and each September 30 agreement is extended).
• December 31, 2025 $ 9,625. (and each December 31 agreement is extended).
• March 31, 2025 $ 9,625. (and each March 31 agreement is extended).
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EXHIBIT C
Requested Information for MYFP
1. Pre-closing and post-closing Trial Balances for all funds for the past ten years.
2. A listing of all related Accounts Receivable as of the end of September 2023 in order for
an aging report to be prepared.
3. A listing of all Write-Offs, if any, for the past five years.
4. A current listing of meters with manufacturer, model, size, serial numbers, installation
date with total volume as of the most recent month 2024 and any other information on
file regarding water meters and, if any, sewer meters.
5. Monthly bills from any wholesale water & sewer provider that shows volume, peak day,
peak hour, BOD & TSS metrics and any other pertinent billing information such as
billing/metering adjustments.
6. Any agreements and data related to system/cost sharing considerations.
7. Any information related to the infrastructure including streets, sidewalks, drainage
system, water and sewer line segments by size, length and age. Also, a listing of water
tanks, wells, pumps, fire hydrants, major valves, lift stations in order to do an aging
analysis.
8. Information related to major maintenance, repair, rehabilitation or replacement plans in
the next five years, including storage tank painting.
9. All information that can assist in the calculation of Water Loss & Unaccounted For as
well as Wastewater Inflow/Infiltration for the past five years.
10. Vehicle & Equipment Inventory with typical fleet maintenance information such as
make, model, initial cost, purchase date, miles and/or hours, along with any kind of
replacement schedule to cover the next five years.
11. Copies of any Texas Municipal Advisory Council reports as well as any bond rating
reports for the past five years.
12. Past AFCRs and Officials Statements have already been accessed from MSRB/EMMA.