MARICOPA COUNTY STADIM DISTRICT EL 2021.PDF

CLA (CliftonLarsonAllen LLP)
20 East Thomas Road, Suite 2300
Phoenix, AZ 85012-3111
602-266-2248 | fax 602-266-2907
CLAconnect.com
May 27, 2021
Board of Trustees and Management
Maricopa County Stadium District
301 W. Jefferson Street, Suite 960
Phoenix, Arizona 85003
Dear Ms. Cynthia Goetz:
We are pleased to confirm our understanding of the terms and objectives of our engagement and the
nature and limitations of the audit and nonaudit services CliftonLarsonAllen LLP (“CLA,” “we,” “us,” and
“our”) will provide for the Maricopa County Stadium District (“you,” “your,” or “the entity”) for the year
ended June 30, 2021.
Dennis J. Osuch is responsible for the performance of the audit engagement.
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 the Maricopa
County Stadium District, as of and for the year ended June 30, 2021, 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.
1. Management’s discussion and analysis.
2. Budgetary comparison schedules.
We will also evaluate and report on the presentation of the following supplementary information other
than RSI accompanying the financial statements in relation to the financial statements as a whole:
1. Budgetary comparison schedule for the debt service fund.
The following 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:
1. Introductory section.
Nonaudit services
We will also provide the following nonaudit services:
 Preparation of adjusting journal entries (as applicable).

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Audit objectives
The objective of our audit is the expression of opinions about whether your basic 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). Our audit will be conducted in accordance with auditing
standards generally accepted in the United States of America (U.S. GAAS) and the standards for financial
audits contained in Government Auditing Standards, issued by the Comptroller General of the United
States, and will include tests of your accounting records and other procedures we consider necessary to
enable us to express such 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. We cannot provide
assurance that unmodified opinions will be expressed. Circumstances may arise in which it is necessary
for us to modify our opinions, add an emphasis-of-matter or other-matter paragraph(s), or 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 related to the financial
statements 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 result 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 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 plan and perform the audit to obtain
reasonable assurance about whether the basic financial statements as a whole are free from material
misstatement, whether due to fraud or error. An audit involves performing procedures to obtain sufficient
appropriate audit evidence about the amounts and disclosures in the basic financial statements. The
procedures selected depend on the auditors’ judgment, including the assessment of the risks of material

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misstatement of the financial statements, whether due to fraud or error. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of significant accounting
estimates made by management, as well as evaluating the overall presentation of the basic financial
statements.
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
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.
In making our risk assessments, we consider internal control relevant to the entity’s preparation and fair
presentation of the basic financial statements 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. 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 basic 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.

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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 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.
You are responsible for the design, implementation, and maintenance of effective internal control,
including evaluating and monitoring ongoing activities, to help ensure that appropriate goals and
objectives are met relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error. 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 ensuring that management is reliable and 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, such as records, documentation, and other matters, and for the accuracy and completeness
of that information, and for ensuring the information is reliable and properly reported; (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.
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

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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 for us 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.
The responsibilities and limitations related to the nonaudit services performed as part of this engagement
are as follows:
 We will propose adjusting journal entries as needed. You will be required to review and approve
those entries and to understand the nature of the changes and their impact on the financial
statements.
These nonaudit services do not constitute an audit under Government Auditing Standards and such
services will not be conducted in accordance with Government Auditing Standards.

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Use of financial statements
The financial statements and our report thereon are for management’s use. If you intend to reproduce
and publish the financial statements and our report thereon, they must be reproduced in their entirety.
Inclusion of the audited financial statements in a document, such as an annual report or an offering
document, should be done only with our prior approval of the document. You are responsible to provide
us the opportunity to review such documents before issuance.
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 in August 2021.
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.
We are available to perform additional procedures with regard to fraud detection and prevention, at your
request, as a separate engagement, subject to completion of our normal engagement acceptance
procedures. The terms and fees of such an engagement would be documented in a separate
engagement letter.
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 applicable regulatory agencies, 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

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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 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 an applicable regulatory agency. If we are
aware that a federal 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.
Except as permitted by the “Consent” section of this agreement, CLA will not disclose any confidential,
proprietary, or privileged information of the entity to any persons without the authorization of entity
management or unless required by law. This confidentiality provision does not prohibit us from disclosing
your information to one or more of our affiliated companies in order to provide services that you have
requested from us or from any such affiliated company. Any such affiliated company shall be subject to
the same restrictions on the use and disclosure of your information as apply to us.
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 relationship with you is limited to that described in this letter. As such, you understand and agree
that we are acting solely as independent accountants. We are not acting in any way as a fiduciary or
assuming any fiduciary responsibilities for you. We are not responsible for the preparation of any report
to any governmental agency, or any other form, return, or report or for providing advice or any other
service not specifically recited in this letter.
Our engagement and responsibility end 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 engagement letter 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/.
Mediation
Any disagreement, controversy, or claim (“Dispute”) that may arise out of any aspect of our services or
relationship with you, including this engagement, shall be submitted to non-binding mediation by written
notice (“Mediation Notice”) to the other party. In mediation, we will work with you to resolve any
differences voluntarily with the aid of an impartial mediator.

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The mediation will be conducted as specified by the mediator and agreed upon by the parties. The parties
agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to
reach an amicable resolution of the Dispute.
Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared
equally by the parties.
Time limitation
The nature of our services makes it difficult, with the passage of time, to gather and present evidence
that fully and fairly establishes the facts underlying any Dispute that may arise between the parties. The
parties agree that, notwithstanding any statute or law of limitations that might otherwise apply to a
Dispute, including one arising out of this agreement or the services performed under this agreement, for
breach of contract or fiduciary duty, tort, fraud, misrepresentation or any other cause of action or remedy,
any action or legal proceeding by you against us must be commenced within twenty-four (24) months
(“Limitation Period”) after the date when we deliver our final audit report under this agreement to you,
regardless of whether we do other services for you relating to the audit report, or you shall be forever
barred from commencing a lawsuit or obtaining any legal or equitable relief or recovery.
The Limitation Period applies and begins to run even if you have not suffered any damage or loss, or
have not become aware of the existence or possible existence of a Dispute.
Fees
Our fees for these services will be $28,000. We will not bill for expenses (including travel, other costs
such as report production, word processing, postage, etc., and internal and administrative charges). Our
fee will include a technology and client support fee of five percent (5%) of all professional fees billed
(estimated at $1,400). These estimates are based on anticipated cooperation from your personnel and
their assistance with preparing confirmations and 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. If
unexpected circumstances require significant additional time, we will advise you before undertaking work
that would require a substantial increase in the fee and expense estimates. Our invoices, including
applicable state and local taxes, will be rendered each month as work progresses and are payable on
presentation. In accordance with our firm policies, work may be suspended if your account becomes 30
days or more overdue and will not be resumed until your account is paid in full. If we elect to terminate
our services for nonpayment, our engagement will be deemed to have been completed even if we have
not issued our reports. You will be obligated to compensate us for all time expended and related fees
and to reimburse us for all out-of-pocket expenditures through the date of termination.
Unanticipated services
We do not anticipate encountering the need to perform additional services beyond those described in
this letter. Below are listings of services considered to be outside the scope of our engagement. If any
such service needs to be completed before the audit can proceed in an efficient manner, we will
determine whether we can provide the service and maintain our independence. If appropriate, we will
notify you and provide a fair and reasonable price for providing the service. We will bill you for the service
at periodic dates after the additional service has been performed.

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Bookkeeping services
Bookkeeping services are not audit services. Bookkeeping services include the following
activities:
 Preparation of a trial balance
 Account reconciliations
 Bank statement reconciliations
 Capital asset accounting (e.g., calculating depreciation, identify capital assets for additions
and deletions)
 Calculating accruals
 Analyzing transactions for proper recording
 Converting cash basis accounting records to accrual basis
 Processing immaterial adjustments through the financial statements
 Adjusting the financial statements for new activities and new disclosures
 Preparation and/or drafting of the financial statements
Additional work resulting from unanticipated changes in your organization or accounting
records
If your organization undergoes significant changes in key personnel, accounting systems, and/or
internal control, we are required to update our audit documentation and audit plan. The following
are examples of situations that will require additional audit work:
 Revising documentation of your internal control for changes resulting from your
implementation of new information systems
 Deterioration in the quality of the entity’s accounting records during the current-year
engagement in comparison to the prior-year engagement
 Significant new accounting issues
 Significant changes in your volume of business
 Mergers, acquisitions, or other business combinations
 New or unusual transactions
 Changes in audit scope or requirements resulting from changes in your activities
 Erroneous or incomplete accounting records
 Evidence of material weaknesses or significant deficiencies in internal control
 Substantial increases in the number or significance of problem loans
 Regulatory examination matters

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Changes in engagement timing and assistance by your personnel
The fee estimate is based on anticipated cooperation from your personnel and their assistance
with timely preparation of confirmations and requested schedules. If the requested items are not
available on the dates required or are not accurate, we will advise management. Additional time
and costs may be necessary because of such unanticipated delays. Examples of situations that
may cause our estimated fee to increase include:
 Significant delays in responding to our requests for information such as reconciling
variances or providing requested supporting documentation (e.g., invoices, contracts, and
other documents)
 Rescheduling our fieldwork
 Schedule disruption caused by litigation, financial challenges (going concern), loan
covenants (waivers), etc.
 Identifying a significant number of proposed audit adjustments
 Schedules prepared by your personnel that do not reconcile to the general ledger
 Numerous revisions to information and schedules provided by your personnel
 Restating financial statements for accounting errors in the prior year
 Lack of availability of entity personnel during audit fieldwork
Changes in accounting and audit standards
Standard setters and regulators continue to evaluate and modify standards. Such changes may result in
new 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 letter 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.
Changes related to COVID-19
COVID-19 continues to have significant direct and indirect impacts on financial reporting, disclosure
requirements, and 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 this letter 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.
Other fees
You also agree to compensate us for any time and expenses, including time and expenses of legal
counsel, we may incur in responding to discovery requests or participating as a witness or otherwise in
any legal, regulatory, or other proceedings that we are asked to respond to on your behalf.
Finance charges and collection expenses
You agree that if any statement is not paid within 30 days from its billing date, the unpaid balance shall
accrue interest at the monthly rate of one and one-quarter percent (1.25%), which is an annual
percentage rate of 15%. In the event that any collection action is required to collect unpaid balances due
us, reasonable attorney fees and expenses shall be recoverable.

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Consent
Consent to use financial information
Annually, we assemble a variety of benchmarking analyses using client data obtained through our audit
and other engagements. Some of this benchmarking information is published and released publicly.
However, the information that we obtain is confidential, as required by the AICPA Code of Professional
Conduct. Your acceptance of this engagement letter will serve as your consent to use of the Maricopa
County Stadium District’s information in these cost comparison, performance indicator, and/or
benchmarking reports.
Subcontractors
CLA may, at times, use subcontractors to perform services under this agreement, and they may have
access to your information and records. Any such subcontractors will be subject to the same restrictions
on the use of such information and records as apply to CLA under this agreement.
Agreement
We appreciate the opportunity to be of service to you and believe this letter accurately summarizes the
significant terms of our engagement. This letter constitutes the entire agreement regarding these services
and supersedes all prior agreements (whether oral or written), understandings, negotiations, and
discussions between you and CLA. If you have any questions, please let us know. Please sign, date, and
return a copy of this letter 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,
Sincerely,
CliftonLarsonAllen LLP
Dennis J. Osuch, CPA
Principal
602-604-3630
Dennis.Osuch@CLAconnect.com

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Response:
This letter correctly sets forth the understanding of the Maricopa County Stadium District.
Authorized governance signature:
Title:
Date:
Authorized management signature:
Title:
Date: