STATEMENT OF WORK - AUDIT SERVICES MCSD.PDF

CliftonLarsonAllen LLP
https://www.claconnect.com
Statement of Work - Audit Services
June 27, 2024 
This document constitutes a statement of work ("SOW") under the master service agreement ("MSA") dated 
May 23, 2023, or superseding MSA, made by and between CliftonLarsonAllen LLP ("CLA," "we," "us," and 
"our") and Maricopa County Stadium District ("you," "your," or "the entity"). We are pleased to confirm our 
understanding of the terms and objectives of our engagement and the nature and limitations of the services 
CLA will provide for the entity as of and for the year ended June 30, 2024.
Jean Marie Dietrich 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 as of and for the year ended June 30, 
2024.
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 following supplementary information 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:
 
Letter of transmittal
Organizational Chart
List of Principal Officers
Nonaudit services
We will also provide the following nonaudit  services:
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· Preparation of adjusting journal entries (as applicable) 
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 
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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 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 
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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.
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
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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. 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 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 
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 
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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 $22,525.
 
We will also bill for expenses including travel, internal and administrative charges, and a technology and 
client support fee of five (5%) of all professional fees billed. Expenses and fees are estimated to be $1,126. 
Our fee 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.  
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 
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.
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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
Jean Marie Dietrich
SIGNED  6/28/2024, 11:29:22 AM MST
Client
Maricopa County Stadium District
SIGN:
Board Of Trustees and Management
DATE:
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