Kiel council approves CliftonLarsonAllen contract after questions about indemnity clause

The Kiel City Council voted 4-0 on 2025-02-24 to contract with CliftonLarsonAllen LLP for 2024 financial reconciliation services after council members raised questions about an indemnity provision in the firm’s draft agreement.

Council members said the engagement was included as a statement of work in the meeting packet and that the firm’s work as presented would be capped at 120 hours unless the scope or roles change. Several council members pressed staff about an indemnity clause in the contract and whether CliftonLarsonAllen would be responsible for errors or omissions that resulted from the firm’s work.

City staff said the statement of work was included in the packet and confirmed the 120-hour cap. A council member asked whether the indemnity language specifically covered negligence or representation errors; staff said the contract language did not explicitly state that and that their understanding was that typical engagements include representations but local liability exposure could remain. Staff offered to have the city attorney and the insurer review the provision, which would delay action by roughly two weeks if pursued.

Despite the concern, the motion to approve contracting with CliftonLarsonAllen moved by Broker and seconded by Ochter carried on a 4-0 roll call. The council directed the contract as presented to proceed under the 120-hour limit; council members stated they would pursue follow-up review outside the vote if necessary.

The contract approval covers reconciliation services for the 2024 fiscal period as described in the firm’s statement of work included in the packet. The statement of work cap, the questions about indemnity, and staff’s offer to obtain attorney/insurance review were recorded during the council discussion.