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Council flags several ambiguous clauses in proposed Berkeley Group agreement
Summary
Council members pressed the Berkeley Group contract on several points — a potential 3% escalation, an immediate-termination clause, broad attorney-fees language, subcontractor document rights, and an 80% pay-on-termination provision — and asked for redlines before final signing.
During review of the proposed engagement with the Berkeley Group, council members identified multiple contract provisions they said required clarification or removal before execution. Areas of concern included a clause that could impose a 3% annual increase, a termination paragraph that appeared to allow the vendor to walk away without a standard cure period, attorney-fee exposure, and a provision allowing the firm to retain and reuse documents and templates, potentially including subcontractor work product.
"It basically wipes out everything," one council member said of the clause that would let the vendor immediately walk away in certain breach scenarios. Members requested edits to limit attorney-fee exposure to actions within the scope of the firm's duties, to bind subcontractors to the town's document-ownership terms, and to revise the percent-complete payment on termination (members suggested percent-complete plus a modest amount, e.g., 10%, rather than an automatic 80%). Legal counsel was directed to produce a redlined agreement reflecting these changes.
