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City attorney flags contract language that would allow annual fee hikes in BS&A software agreement
Summary
City attorney Sydney Darnall urged the board to negotiate a proposed BS&A contract after identifying governing-law language and a fee escalation clause that could obligate the city to annual increases of at least 5% or CPI-based adjustments; the board voted to take the contract under advisement and seek revisions.
City Attorney Sydney Darnall told the Board of Works that the vendor contract for BS&A, the utility and treasurer office software, contains clauses the city should renegotiate before approval. Darnall said the governing-law clause names Delaware and recommended changing it to Indiana; she also warned the board about fee escalation language in section 7.1 that would allow the vendor to raise fees with limited municipal control.
"It said in the section 15.8, the governing law, it Delaware, so we recommend it be changed to Indiana," Darnall said, summarizing one of the changes she circulated. She added that the section on annual fee increases gives the vendor “sole discretion” to increase fees and noted the contract effectively requires the customer to accept "at least the greater of 5% or the annual increase in the relevant CPI." Darnall urged the board to require customary municipal protections such as nondiscrimination, E-Verify, and non-appropriation clauses.
Board members agreed they needed time to review and negotiate the terms. A board member moved to take the contract under advisement and directed staff and legal counsel to prepare revised language for the next meeting. Attorney Darnall offered to prepare suggested edits and a redlined version for the board to review at the next Board of Works meeting.
