STATEMENT OF WORK FOR AUDIT SERVICES FOR 2023.PDF
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CliftonLarsonAllen LLP
https://www.claconnect.com
Statement of Work - Audit Services
May 23, 2023
This document constitutes a statement of work ("SOW") pursuant to the Maricopa County Contract for
Auditing and Consulting Services (Serial 180241-RFP), related to CliftonLarsonAllen LLP's ("CLA," "we,"
"us," and "our") audit of the Maricopa County Stadium District ("you," "your," or "the entity") financial
statements for the year ended June 30, 2023.
This SOW communicates, among other things, certain matters required by our professional standards,
confirms our understanding of the scope and objectives of the engagement, identifies the responsibilities of
both CLA and the entity as it relates to the conduct of an audit, and describes the nature and limitations of
the services we will provide to you, including nonaudit services.
Sandra Cronstrom is responsible for the performance of the audit engagement.
Scope of audit services
We will audit the financial statements of the governmental activities, each major fund, and the aggregate
remaining fund information, which collectively comprise the basic financial statements of Maricopa County
Stadium District, and the related notes to the financial statements.
The Governmental Accounting Standards Board (GASB) provides for certain required supplementary
information (RSI) to accompany the entity's basic financial statements.
The following RSI will be subjected to certain limited procedures, but will not be audited.
•
Management’s discussion and analysis.
•
Budgetary comparison schedules.
The supplementary information other than RSI accompanying the financial statements will not be
subjected to the auditing procedures applied in our audit of the financial statements and our auditors’
report will not provide an opinion or any assurance on that information.
Nonaudit services
We will also provide the following nonaudit services:
· Preparation of adjusting journal entries (as applicable)
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Audit objectives
The objectives of our audit of the financial statements are to obtain reasonable assurance about whether the
financial statements as a whole are free from material misstatement, whether due to fraud or error, and to
issue an auditors' report that includes our opinion about whether your financial statements are fairly
presented, in all material respects, in conformity with accounting principles generally accepted in the
United States of America (U.S. GAAP). Reasonable assurance is a high level of assurance but is not absolute
assurance and therefore is not a guarantee that an audit conducted in accordance with auditing standards
generally accepted in the United States of America (U.S. GAAS) will always detect a material misstatement
when it exists. Misstatements, including omissions, can arise from fraud or error and are considered
material if there is a substantial likelihood that, individually or in the aggregate, they would influence the
judgment made by a reasonable user based on the financial statements.
Our audit will be conducted in accordance with U.S. GAAS and the standards for financial audits contained
in Government Auditing Standards, issued by the Comptroller General of the United States. Those
standards require us to be independent of the entity and to meet our other ethical responsibilities, in
accordance with the relevant ethical requirements relating to our audit. Our audit will include tests of your
accounting records and other procedures we consider necessary to enable us to express such an opinions.
We will apply certain limited procedures to the RSI in accordance with U.S. GAAS. However, we will not
express an opinion or provide any assurance on the RSI because the limited procedures do not provide us
with sufficient evidence to express an opinion or provide any assurance. We will also perform procedures to
enable us to express an opinion on whether the supplementary information (as identified above) other than
RSI accompanying the financial statements is fairly stated, in all material respects, in relation to the
financial statements as a whole.
We will issue a written report upon completion of our audit of your financial statements.
Circumstances may arise in which our report may differ from its expected form and content based on the
results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify
our opinions, add an emphasis-of-matter or other-matter paragraph to our auditors' report, or if necessary,
withdraw from the engagement. If our opinions are other than unmodified, we will discuss the reasons with
you in advance. If circumstances occur related to the condition of your records, the availability of sufficient,
appropriate audit evidence, or the existence of a significant risk of material misstatement of the financial
statements caused by error, fraudulent financial reporting, or misappropriation of assets, which in our
professional judgment prevent us from completing the audit or forming opinions on the financial
statements, we retain the right to take any course of action permitted by professional standards, including
declining to express opinions or issue a report, or withdrawing from the engagement.
We will also provide a report (which does not include an opinion) on internal control over financial
reporting and on compliance with the provisions of laws, regulations, contracts, and grant agreements,
noncompliance with which could have a material effect on the financial statements, as required by
Government Auditing Standards. The report on internal control over financial reporting and on compliance
and other matters will include a paragraph that states (1) that the purpose of the report is solely to describe
the scope of our testing of internal control and compliance and the results of that testing, and not to provide
an opinion on the effectiveness of the entity's internal control or on compliance, and (2) that the report is
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an integral part of an audit performed in accordance with Government Auditing Standards in considering
the entity's internal control and compliance. The paragraph will also state that the report is not suitable for
any other purpose. If during our audit we become aware that the entity is subject to an audit requirement
that is not encompassed in the terms of this engagement, we will communicate to management and those
charged with governance that an audit conducted in accordance with U.S. GAAS and the standards for
financial audits contained in Government Auditing Standards may not satisfy the relevant legal, regulatory,
or contractual requirements.
Auditor responsibilities, procedures, and limitations
We will conduct our audit in accordance with U.S. GAAS and the standards for financial audits contained in
Government Auditing Standards.
Those standards require that we exercise professional judgment and maintain professional skepticism
throughout the planning and performance of the audit. As part of our audit, we will:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and evaluate whether audit evidence
obtained is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve
collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the entity's internal control. However, we will communicate to you in writing any significant deficiencies
or material weaknesses in internal control relevant to the audit of the financial statements that we have
identified during the audit.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluate the overall presentation of the financial statements,
including the amounts and disclosures, and whether the financial statements represent the underlying
transactions and events in a manner that achieves fair presentation.
• Conclude, based on our evaluation of audit evidence obtained, whether there are conditions or events,
considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going
concern for a reasonable period of time.
Although our audit planning has not been concluded and modifications may be made, we have identified
the following significant risk(s) of material misstatement as part of our audit planning:
• Management override of controls
• Financial close
There is an unavoidable risk, because of the inherent limitations of an audit, together with the inherent
limitations of internal control, that some material misstatements may not be detected, even though the
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audit is properly planned and performed in accordance with U.S. GAAS and Government Auditing
Standards. Because we will not perform a detailed examination of all transactions, material misstatements,
whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations
of laws or governmental regulations that are attributable to the entity or to acts by management or
employees acting on behalf of the entity, may not be detected. Because the determination of waste and
abuse is subjective, Government Auditing Standards do not require auditors to perform specific procedures
to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable assurance of
detecting waste or abuse.
In addition, an audit is not designed to detect immaterial misstatements or violations of laws or
governmental regulations that do not have a direct and material effect on the financial statements.
However, we will inform the appropriate level of management and those charged with governance of any
material errors, fraudulent financial reporting, or misappropriation of assets that come to our attention. We
will also inform the appropriate level of management and those charged with governance of any violations
of laws or governmental regulations that come to our attention, unless clearly inconsequential.
Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to
preventing and detecting fraud or errors that are material to the financial statements and to preventing and
detecting misstatements resulting from noncompliance with provisions of laws, regulations, contracts, and
grant agreements that have a material effect on the financial statements. Our tests, if performed, will be less
in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will
be expressed in our report on internal control issued pursuant to Government Auditing Standards. An
audit is not designed to provide assurance on internal control or to identify deficiencies, significant
deficiencies, or material weaknesses in internal control. However, we will communicate to you in writing
significant deficiencies or material weaknesses in internal control relevant to the audit of the financial
statements that we identify during the audit that are required to be communicated under AICPA
professional standards and Government Auditing Standards.
As part of obtaining reasonable assurance about whether the financial statements are free of material
misstatement, we will perform tests of the entity's compliance with the provisions of laws, regulations,
contracts, and grant agreements that have a material effect on the financial statements. However, the
objective of our audit will not be to provide an opinion on overall compliance and we will not express such
an opinion in our report on compliance issued pursuant to Government Auditing Standards.
We will include in our report on internal control over financial reporting and on compliance relevant
information about any identified or suspected instances of fraud and any identified or suspected
noncompliance with provisions of laws, regulations, contracts, or grant agreements that may have occurred
that are required to be communicated under Government Auditing Standards.
Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later
periods for which we are not engaged as auditors.
Management responsibilities
Our audit will be conducted on the basis that you (management and, when appropriate, those charged with
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governance) acknowledge and understand that you have certain responsibilities that are fundamental to the
conduct of an audit.
You are responsible for the preparation and fair presentation of the financial statements and RSI in
accordance with U.S. GAAP.
Management's responsibilities include the selection and application of accounting principles; recording and
reflecting all transactions in the financial statements; determining the reasonableness of significant
accounting estimates included in the financial statements; adjusting the financial statements to correct
material misstatements; and confirming to us in the management representation letter that the effects of
any uncorrected misstatements aggregated by us during the current engagement and pertaining to the
latest period presented are immaterial, both individually and in the aggregate, to the financial statements
taken as a whole. In preparing the financial statements, management is required to evaluate whether there
are conditions or events, considered in the aggregate, that raise substantial doubt about the entity's ability
to continue as a going concern for 12 months beyond the financial statement date.
You are responsible for the design, implementation, and maintenance of effective internal control relevant
to the preparation and fair presentation of financial statements that are free from material misstatement,
whether due to fraud or error, including evaluating and monitoring ongoing activities and safeguarding
assets to help ensure that appropriate goals and objectives are met. You are responsible for the design,
implementation, and maintenance of internal controls to prevent and detect fraud; assessing the risk that
the financial statements may be materially misstated as a result of fraud; and for informing us about all
known or suspected fraud affecting the entity involving (1) management, (2) employees who have
significant roles in internal control, and (3) others where the fraud could have a material effect on the
financial statements. Your responsibilities include informing us of your knowledge of any allegations of
fraud or suspected fraud affecting the entity received in communications from employees, former
employees, grantors, regulators, or others. In addition, you are responsible for implementing systems
designed to achieve compliance with applicable laws and regulations and the provisions of contracts and
grant agreements; identifying and ensuring that the entity complies with applicable laws, regulations,
contracts, and grant agreements; and informing us of all instances of identified or suspected
noncompliance whose effects on the financial statements should be considered. You are responsible for
taking timely and appropriate steps to remedy any fraud and noncompliance with provisions of laws,
regulations, contracts, and grant agreements that we may report.
You are responsible for providing us with (1) access to all information of which you are aware that is
relevant to the preparation and fair presentation of the financial statements, including amounts and
disclosures, such as records, documentation, identification of all related parties and all related-party
relationships and transactions, and other matters, and for the accuracy and completeness of that
information (including information from within and outside of the general and subsidiary ledgers); (2)
additional information that we may request for the purpose of the audit; and (3) unrestricted access to
persons within the entity from whom we determine it necessary to obtain audit evidence.
You agree to inform us of events occurring or facts discovered subsequent to the date of the financial
statements that may affect the financial statements.
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Management is responsible for the preparation of the supplementary information in accordance with U.S.
GAAP. You agree to include our report on the supplementary information in any document that contains,
and indicates that we have reported on, the supplementary information. You also agree to include the
audited financial statements with any presentation of the supplementary information that includes our
report thereon or make the audited financial statements readily available to users of the supplementary
information no later than the date the supplementary information is issued with our report thereon. You
agree to provide us written representations related to the presentation of the supplementary information.
Management is responsible for providing us with a written confirmation concerning representations made
by you and your staff to us in connection with the audit and the presentation of the basic financial
statements and RSI. During our engagement, we will request information and explanations from you
regarding, among other matters, the entity's activities , internal control, future plans, specific transactions,
and accounting systems and procedures. The procedures we will perform during our engagement and the
conclusions we reach as a basis for our report will be heavily influenced by the representations that we
receive in the representation letter and otherwise from you. Accordingly, inaccurate, incomplete, or false
representations could cause us to expend unnecessary effort or could cause a material fraud or error to go
undetected by our procedures. In view of the foregoing, you agree that we shall not be responsible for any
misstatements in the entity's financial statements that we may fail to detect as a result of
misrepresentations made to us by you.
Management is responsible for establishing and maintaining a process for tracking the status of audit
findings and recommendations. Management is also responsible for identifying and providing report copies
to us of previous financial audits, attestation engagements, performance audits, or other studies related to
the objectives discussed in the "Audit objectives" section of this letter. This responsibility includes relaying
to us corrective actions taken to address significant findings and recommendations resulting from those
audits, attestation engagements, performance audits, or other engagements or studies. You are also
responsible for providing management's views on our current findings, conclusions, and recommendations,
as well as your planned corrective actions for the report, and for the timing and format for providing that
information.
Responsibilities and limitations related to nonaudit services
For all nonaudit services we may provide to you, management agrees to assume all management
responsibilities; oversee the services by designating an individual, preferably within senior management,
who possesses suitable skill, knowledge, and/or experience to understand and oversee the services; evaluate
the adequacy and results of the services; and accept responsibility for the results of the services.
Management is also responsible for ensuring that your data and records are complete and that you have
received sufficient information to oversee the services.
Use of financial statements
Should you decide to include or incorporate by reference these financial statements and our auditors'
report(s) thereon in a future private placement or other offering of equity or debt securities, you agree that
we are under no obligation to re-issue our report or provide consent for the use of our report in such a
registration or offering document. We will determine, at our sole discretion, whether we will re-issue our
report or provide consent for the use of our report only after we have performed the procedures we consider
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necessary in the circumstances. If we decide to re-issue our report or consent to the use of our report, we
will be required to perform certain procedures including, but not limited to, (a) reading other information
incorporated by reference in the registration statement or other offering document and (b) subsequent
event procedures. These procedures will be considered an engagement separate and distinct from our audit
engagement, and we will bill you separately. If we decide to re-issue our report or consent to the use of our
report, you agree that we will be included on each distribution of draft offering materials and we will receive
a complete set of final documents. If we decide not to re-issue our report or decide to withhold our consent
to the use of our report, you may be required to engage another firm to audit periods covered by our audit
reports, and that firm will likely bill you for its services. While the successor auditor may request access to
our workpapers for those periods, we are under no obligation to permit such access.
If the parties (i.e., you and CLA) agree that CLA will not be involved with your official statements related to
municipal securities filings or other offering documents, we will require that any official statements or other
offering documents issued by you with which we are not involved clearly indicate that CLA is not involved
with the contents of such documents. Such disclosure should read as follows:
CliftonLarsonAllen LLP, our independent auditor, has not been engaged to perform and has not
performed, since the date of its report included herein, any procedures on the financial statements
addressed in that report. CliftonLarsonAllen LLP also has not performed any procedures relating to
this offering document.
With regard to the electronic dissemination of audited financial statements, including financial statements
published electronically on your website or submitted on a regulator website, you understand that
electronic sites are a means to distribute information and, therefore, we are not required to read the
information contained in those sites or to consider the consistency of other information in the electronic
site with the original document.
We may issue preliminary draft financial statements to you for your review. Any preliminary draft financial
statements should not be relied on or distributed.
Engagement administration and other matters
We expect to begin our audit on approximately August 1, 2023.
We understand that your employees will prepare all confirmations, account analyses, and audit schedules
we request and will locate any documents or invoices selected by us for testing. A list of information we
expect to need for our audit and the dates required will be provided in a separate communication.
We will provide copies of our reports to the entity; however, management is responsible for distribution of
the reports and the financial statements. Unless restricted by law or regulation, or containing confidential
or sensitive information, copies of our reports are to be made available for public inspection.
The audit documentation for this engagement is the sole and exclusive property of CLA and constitutes
confidential and proprietary information. However, subject to applicable laws and regulations, audit
documentation and appropriate individuals will be made available upon request and in a timely manner to
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cognizant agency, or its designee, a federal agency providing direct or indirect funding, or the U.S.
Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or
to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such
audit documentation will be provided under the supervision of CLA personnel. Furthermore, upon request,
we may provide copies or electronic versions of selected audit documentation to the aforementioned
parties. These parties may intend, or decide, to distribute the copies or information contained therein to
others, including other governmental agencies.
The audit documentation for this engagement will be retained for a minimum of seven years after the report
release date or for any additional period requested by the cognizant agency. If we are aware that a federal or
state awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the
party(ies) contesting the audit finding for guidance prior to destroying the audit documentation.
Professional standards require us to be independent with respect to you in the performance of these
services. Any discussion that you have with our personnel regarding potential employment with you could
impair our independence with respect to this engagement. Therefore, we request that you inform us prior to
any such discussions so that we can implement appropriate safeguards to maintain our independence and
objectivity. Further, any employment offers to any staff members working on this engagement without our
prior knowledge may require substantial additional procedures to ensure our independence. You will be
responsible for any additional costs incurred to perform these procedures.
Our audit engagement ends on delivery of our signed report. Any additional services that might be
requested will be a separate, new engagement. The terms and conditions of that new engagement will be
governed by a new, specific SOW for that service.
Government Auditing Standards require that we make our most recent external peer review report publicly
available. The report is posted on our website at www.CLAconnect.com/Aboutus/.
Fees
Our professional fees will not exceed $22,600.
We will also bill for expenses (including travel, internal and administrative charges) plus a technology and
client support fee of five percent (5%) of all professional fees billed. Expenses and fees are estimated to be
$1,130. This estimate is based on anticipated cooperation from your personnel and their assistance with
locating requested documents and preparing requested schedules. If the requested items are not available
on the dates required or are not accurate, the fees and expenses will likely be higher. Our invoices, including
applicable state and local taxes, will be rendered each month as work progresses and are payable on
presentation.
Unexpected circumstances
We will advise you if unexpected circumstances require significant additional procedures resulting in a
substantial increase in the fee estimate.
Changes in accounting and audit standards
Standard setters and regulators continue to evaluate and modify standards. Such changes may result in new
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or revised financial reporting and disclosure requirements or expand the nature, timing, and scope of the
activities we are required to perform. To the extent that the amount of time required to provide the services
described in the SOW increases due to such changes, our fee may need to be adjusted. We will discuss such
circumstances with you prior to performing the additional work.
Agreement
We appreciate the opportunity to provide to you the services described in this SOW under the MSA and
believe this SOW accurately summarizes the significant terms of our audit engagement. This SOW and the
MSA constitute the entire agreement regarding these services and supersedes all prior agreements (whether
oral or written), understandings, negotiations, and discussions between you and CLA related to audit
services. If you have any questions, please let us know. Please sign, date, and return this SOW to us to
indicate your acknowledgment and understanding of, and agreement with, the arrangements for our audit
of your financial statements including the terms of our engagement and the parties' respective
responsibilities.
Sincerely,
CliftonLarsonAllen LLP
Response:
This letter correctly sets forth the understanding of Maricopa County Stadium District.
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CLA
CliftonLarsonAllen
SIGN:
Sandra Cronstrom, Principal
DATE:
Client
Maricopa County Stadium District
SIGN:
Board Of Trustees and Management
DATE:
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