The La Vergne city attorney told the Board of Mayor and Aldermen on Oct. 30 that a proposed purchasing-card program (Ramp program, via Celtic Bank) contains governing-law and indemnification provisions that raise legal exposure for the city and that the bank is unwilling to amend its standard terms.

Staff explained the program is intended to replace existing credit cards with a more robust, real-time purchasing and documentation system that can attach receipts and approvals to transactions. Danielle (finance) and other staff described anticipated operational benefits. However, the city attorney said the draft agreement was governed by Utah law and included an indemnification clause that could require the city to pay vendor legal fees and forgo Tennessee statutory protections. The attorney said those terms are unacceptable for him to sign and cautioned the board that entering into the agreement nonetheless would be a board-level decision.

Representatives said Grama Business Corporation (the software/subscription vendor) is willing to amend terms within its control to comply with Tennessee law, but Celtic Bank — the issuing bank for the Ramp program — asserted it will not alter its standard bank terms for individual customers. The vendor told staff that Celtic Bank works with many public-sector clients and typically does not change its contract language.

Given the bank's position, staff said the item may be pulled from the consent agenda and presented for separate board consideration at the Nov. 4 meeting so members can decide whether to accept the bank's standard terms despite the city attorney’s objections.

No final decision was made at the workshop. The city attorney emphasized he could not sign the agreement as drafted but that the ultimate choice to enter the contract rests with the board.

Provenance: Legal and finance discussion beginning 00:36:54 and continuing through 00:42:27.