I am assigned to handle IT issues for our division and have been getting a lot of push back on these standard clauses:
Limiting liability to what was paid to vendor over past year (or some other limited amount);
Requiring access to an operating account for direct payment;
Notices being delivered by posting on webpage - responsibility falling on City to check web site for any updates;
Or requiring notices be accepted by email (which would not normally be a problem except some of these companies have subcontracted their work and therefore the domain the messages are coming in from are "caught" by our firewall as spam);
The usual jurisdiction in the vendor's home state, choice of law restricted to vendor's home state, arbitration requirements, waiver of jury, etc
I had been addressing these by asking that the clause "to the extent allowed under Oklahoma law" but I am worried that does not save some of these from being applied to us if we sign off on the contract. I am also getting less and less agreements to modify some of these (we used to be able to get jurisdiction and venue and the liability limitations lifted after explaining our legal obligations).
What approaches have other cities found helpful to reach contract terms that are acceptable for their Council/City? TIA for any success stories or negotiation pointers.
Heather M. Poole | Assistant City Attorney | City Attorney's Office | City of Norman
201 West Gray | P.O. Box 370, Norman, OK 73070
(405) 217-7700 | Fax (405) 366-5425
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