HomeMy WebLinkAboutAgreement A-24-532 Amendment No. 1 to Agreement w CliftonLarsonAllen LLP.pdf Agreement No. 24-532
1 AMENDMENT NO. 1 TO AUDIT SERVICES AGREEMENT
2 This Amendment No. 1 to Audit Services Agreement ("Amendment No. 1") is dated
3 October 8, 2024 and is between Clifton LarsonAllen, LLP, a California limited liability
4 partnership ("Contractor"), and the County of Fresno, a political subdivision of the State of
5 California ("County").
6 Recitals
7 A. On June 18, 2024, the County and the Contractor entered into an Audit Services
8 Agreement, which is County agreement number 24-292 ("Agreement"), for independent audit
9 services. Capitalized terms in this Amendment No. 1 have the meanings assigned to them in the
10 Agreement.
11 B. Although the County in its Request for Proposal No. 24-050 for External Audit Services,
12 sought independent and professional external audit services including audits of the Board of
13 State and Community Corrections and California Department of Insurance grant programs,
14 neither the Contractor's Proposal nor the Agreement included those services ("Missing
15 Services").
16 C. During the term of the Agreement, the County might also require additional services
17 ("Additional Services"), for example audit services related to a state grant not covered by the
18 Agreement or this Amendment No. 1.
19 D. Subsection (E)(2), titled "Draft Reports," of Section 4.3, titled "Completion Dates,"
20 incorrectly references draft report copies related to a Treasury Oversight audit which is not
21 covered by the Agreement.
22 E. Further, although neither the Contractor's Proposal nor the Agreement included
23 reference to an annual engagement letter, after the parties signed the Agreement, the
24 Contractor indicated that it wishes to receive an engagement letter from the County before
25 proceeding with services for each Fiscal Year Covered by this Agreement.
26 F. The County and the Contractor now desire to amend the Agreement to provide for the
27 Missing Services, for the Additional Services, and for the engagement letters.
28 The parties therefore agree as follows:
1
1 1. Missing Services.
2 a. Exhibit 1 to this Amendment No. 1, "Exhibit B Page 9," titled "Audit Services — Cost
3 Schedule, B9 - Board of State and Community Corrections (BSCC) & California
4 Department of Insurance Grants," is added to Exhibit B, after Exhibit B Page 8, to the
5 Agreement.
6 b. The first page of Exhibit B to the Agreement, titled "SCOPE B - Total Audit and
7 Ancillary Cost Schedule," is deleted in its entirety and replaced with Exhibit 2 to this
8 Amendment No. 1, which is a page titled "REVISED SCOPE B - Total Audit and
9 Ancillary Cost Schedule."
10 c. Subsection (1) is added after subsection (H) of section 3.2 of the Agreement, to
11 provide as follows: "The Contractor shall issue written independent auditor's reports
12 regarding all Board of State and Community Corrections ("BSCC") and California
13 Department of Insurance grants to the County."
14 d. Subsection (E)(9) is added after subsection (E)(8) of section 4.3 of the Agreement, to
15 provide as follows: "The Contractor shall complete and provide draft report copies of
16 the Department of Insurance Grant audits required by section 3.2(1) of this
17 Agreement by October 30, 2024, for the 2023-24 Fiscal Year audit, and by
18 September 30 after each relevant subsequent Fiscal Year, to meet the annual
19 October 31 filing deadline imposed by the California Department of Insurance. The
20 Contractor shall complete and provide draft report copies of the BSCC Grant audits
21 required by section 3.2(1) of this Agreement by December 31, 2024, for the 2023-24
22 Fiscal Year audit, and by September 30 after each relevant subsequent Fiscal Year,
23 to meet the filing deadline imposed by the BSCC.
24 2. Additional Services. If the County requires Additional Services, the County's Audit
25 Coordinator (as that term is defined in the Agreement) shall request such Additional Services
26 from the Contractor by specifying the Additional Services in writing to the Contractor. Within 15
27 days after the Contractor receives that written request, the Contractor shall provide a written
28 quotation for the cost of the Additional Services at the applicable hourly rates under the
2
1 Agreement. Within 15 days after receiving that request, the County's Audit Coordinator with
2 approval from the County Administrative Officer ("CAO") may accept that quotation in writing,
3 and the Contractor shall perform the Additional Services. The maximum amount payable to the
4 Contractor for Additional Services shall not exceed $40,000 for any Fiscal Year Covered by this
5 Agreement. The maximum amounts payable to the Contractor as provided in section 9.4 of the
6 Agreement are increased by that amount for each Fiscal Year Covered by this Agreement.
7 3. Draft Reports. Subsection (E)(2) of Section 4.2 is deleted in its entirety and replaced
8 with the following: "The Contractor shall complete and provide draft report copies related to the
9 GANN appropriations limit as required by Proposition 111 by September 13 after the relevant
10 fiscal year."
11 4. Engagement Letters. For each Fiscal Year Covered by this Agreement, the Contractor
12 requires that the County sign an engagement letter in substantially the form as shown in Exhibit
13 3 to this Amendment No. 1. The County's Auditor-Controller/Treasurer-Tax Collector or CAO, or
14 the CAO's designee, is authorized to sign such engagement letters, in substantially the form as
15 shown in Exhibit 3 to this Amendment No. 1. If the provisions of the Agreement, as amended by
16 this Amendment No. 1, conflict with the provisions of any such engagement letter, the provisions
17 of the Agreement, as Amended by this Amendment No. 1, take precedence over the provisions
18 of the engagement letter.
19 5. Effective Date. When both parties have signed it, this Amendment No. 1 is effective as
20 of September 23, 2024.
21 6. When both parties have signed this Amendment No. 1, the Agreement and this
22 Amendment No. 1 together constitute the Agreement.
23 7. The Contractor represents and warrants to the County that:
24 a. The Contractor is duly authorized and empowered to sign and perform its obligations
25 under this Amendment.
26 b. The individual signing this Amendment on behalf of the Contractor is duly authorized
27 to do so and his or her signature on this Amendment legally binds the Contractor to
28 the terms of this Amendment.
3
1 8. The parties agree that this Amendment may be executed by electronic signature as
2 provided in this section.
3 a. An "electronic signature" means any symbol or process intended by an individual
4 signing this Amendment to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 b. Each electronic signature affixed or attached to this Amendment (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this
10 Amendment for all purposes, including but not limited to evidentiary proof in any
11 administrative or judicial proceeding, and (2) has the same force and effect as the
12 valid original handwritten signature of that person.
13 c. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
14 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part
15 2, Title 2.5, beginning with section 1633.1).
16 d. Each party using a digital signature represents that it has undertaken and satisfied
17 the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
18 through (5), and agrees that each other party may rely upon that representation.
19 e. This Amendment is not conditioned upon the parties conducting the transactions
20 under it by electronic means and either party may sign this Amendment with an
21 original handwritten signature.
22 9. This Amendment may be signed in counterparts, each of which is an original, and all of
23 which together constitute this Amendment.
24 10. The Agreement as amended by this Amendment No. 1 is ratified and continued. All
25 provisions of the Agreement not amended by this Amendment No. 1 remain in full force and
26 effect.
27 [SIGNATURE PAGE FOLLOWS]
28
4
1 The parties are signing this Amendment No. 1 on the date stated in the introductory
2 clause.
3
CLIFTONLARSONALLEN, LLP COUNTY OF FRESNO
4
6 Richard Gonzalez, CPA, Principal Nathan Magsig, Chairman of the Board of
7 915 Highland Pointe Drive, Suite 300 Supervisors of the County of Fresno
Roseville, California 95678 Attest:
8 Bernice E. Seidel
Clerk of the Board of Supervisors
9 County of Fresno, State of California
10
By:
11 put
12 For accounting use only:
13 Fund: 0001
Subclass: 10000
14 Org: 2540
Account: 7295
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Exhibit B Page 7
Exhibit 1
REVISED SCOPE B - Total Audit and Ancillary Cost Schedule
Firm Name:Clifton LarsonAllen LLP(CLA)
SCOPE B Year 1 Year 2 Year 3 Year 4 Year 5
2024 2025 2026 2027 2028 TOTAL
Scope B-Audit Services
Ell Cal EMA and Measure C $ 32,500.00 $ 34,133.00 $ 35,831.00 $ 37,615.00 $ 39,505.00 $ 179,584.00
B2 Coalinga and Southeast Regional Sites $ 6,430.00 $ 6,753.00 $ 7,089.00 $ 7,442.00 $ 7,816.00 $ 35,530.00
B3 County'sAppropriation Limit $ 1,825.00 $ 1,917.00 $ 2,012.00 $ 2,112.00 $ 2,218.00 $ 10,084.00
B4 In-Home Supportive Service Public Authority $ 6,430.00 $ 6,753.00 $ 7,089.00 $ 7,442.00 $ 7,816.00 $ 35,530.00
BS Zoo Authority $ 6,430.00 $ 6,753.00 $ 7,089.00 $ 7,442.00 $ 7,816.00 $ 35,530.00
B6 Tobacco Funding Corporation $ 11,005.00 $ 11,558.00 $ 12,133.00 $ 12,737.00 $ 13,377.00 $ 60,810.00
Service Areas,Waterworks Districts,Maintenance
Districts,Highway Lighting Districts,and Solid Waste
B7 Commissions $ 85,980.00 $ 90,300.00 $ 94,792.00 $ 99,512.00 $ 104,512.00 $ 475,096.00
Community Corrections Partnership Executive
B8 Committee $ 7,465.00 $ 7,840.00 $ 8,230.00 $ 8,640.00 $ 9,074.00 $ 41,249.00
Board of State and Community Corrections(BSCC)&
B9 California Department of Insurance Grants $ 24,510.00 $ 25,736.00 $ 27,028.00 $ 28,368.00 $ 29,804.00 135,446.00
Scope B-Ancillary Services
Additional Services as defined in Amendment No.1 $40,000.00 $40,000.00 $40,000.00 $40,000.00 $40,000.00 $200,000.00
Out-of-pocket expenses: $
Meals and lodging $
Transportation $ -
Technology Fee $ 9,134.00 $ 9,592.00 $ 10,064.00 $ 10,568.00 $ 11,098.00 $ 50,456.00
Scope B-Total All-Inclusive Maximum Price $ 231,709.00 $ 241,335.00 $ 251,357.00 $ 261,878.00 $ 273,036.00 $ 1,259,315.00
Rates for Services: QUOTED RATES
Quoted Year 1 Year 2 Year 3 Year 4 Year 5
Rates 2024 2025 2026 2027 2028
Partners 350 350 368 386 405 425
Managers 275 275 289 303 318 334
Supervisory Staff 215 215 226 237 249 261
Staff 165 165 173 182 191 201
Other(Specify) N/A N/A N/A N/A N/A N/A
Exhibit 0 Page 10
Exhibit 2
AUDIT SERVICES-COST SCHEDULE
B9-Board of State and Community Corrections(BSCC) &California Department of Insurance Grants
Firm Name: CliftonLarsonAllen LLP(CLA)
Year 1 Year 2 Year 3 Year 4 Year 5 GRAND TOTAL
Quoted Hourly Quoted Hourly Quoted Hourly Quoted Hourly Quoted Hourly
Hours Rates Total Hours Rates Total Hours Rates Total Hours Rates Total Hours Rates Total TOTAL HOURS TOTALCOST
Partners 20 350.00 7,000.00 20 368.00 7,360.00 20 386.00 7,720.00 20 405.00 8,100.00 20 425.00 8,500.00 100.00 38,686.00 -
Managers 10 275.00 2,750.00 10 289.00 2,890.00 10 303.00 3,030.00 10 318.00 3,180.00 10 334.00 3,340.00 50.00 15,190.00 -
Supervisory Staff 18 215.00 3,870.00 18 226.00 4,068.00 18 237.00 4,266.00 18 249.00 4,482.00 18 261.00 4,698.00 90.00 21,384.00 -
Staff 66 165.00 10,890.00 66 173.00 11,415.00 66 152.00 12,012.00 66 191.00 12,606.00 66 201.00 13,266.00 330.00 60,192.00 -
Other(Specify):
Subtotal $ 24,510.00 $ 25,736.00 $27,028.00 $28,368.00 $29,804.00 $ 135,446.00
Out-of-pocket expenses:
Meals and lodging
Transportation
Other(specify):Technology Fee 1,230.00 1,290.00 1,350.00 1,420.00 1,490.00 6,780.00
Total: $ 25,740.00 $ 27,026.00 $28,378.00 $29,788.00 $31,29400 $ 142,226.00
Exhibit 3
[ENGAGEMENT LETTER DATE]
Form of Engagement Letter-Audit Services
This engagement letter is given under the service agreement,Fresno County Audit Services Agreement No.
24-292("Agreement")dated June 18,2024,as may be amended,made by and between CliftonLarsonAllen
LLP("CLA,""we,""us,"and"our")and County of Fresno("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 CIA will provide for the entity as of and for the year ended June 30.Nothing in this
engagement letter supersedes the terms of the Agreement. If anything in this engagement letter conflicts
with the terms of the Agreement,then the Agreement controls.
Rich Gonzalez is responsible for the performance of the audit engagement.
Scope of audit services
We will audit the financial statements of the[FINANCIAL STATEMENT DESCRIPTION],which
collectively comprise the basic financial statements of County of Fresno,and the related notes to the
financial statements as of and for the year ended June 30.
The Governmental Accounting Standards Board(GASB)provides for certain required supplementary
information(RSI)to accompany the entity's basic financial statements.
The RSI will be subjected to certain limited procedures,but will not be audited.
We will also evaluate and report on the presentation of the supplementary information other than RSI
accompanying the financial statements in relation to the financial statements as a whole.
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.
Page 1 of 9
Exhibit 3
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(i)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 an integral part of an audit performed in accordance with GovernmentAuditing 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.
Page 2 of 9
Exhibit 3
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's ability to override controls is considered a fraud risk.
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
Page 3 of 9
Exhibit 3
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
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
Page 4 of 9
Exhibit 3
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(i)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.
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
Page 5 of 9
Exhibit 3
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
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 CIA)agree that CIA 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
Page 6 of 9
Exhibit 3
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
State Controller,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 State Controller.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
Page 7 of 9
Exhibit 3
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 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/.
Fees
Fees are as provided in the agreement,Fresno County Audit Services Agreement No.24-292,as maybe
amended.
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 engagement 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.
Sincerely,
CliftonLarsonAllen LLP
Response:
This letter correctly sets forth the understanding of County of Fresno for the engagement described above.
The person signing this engagement letter for the County of Fresno is authorized by the agreement to do so.
By signing this engagement letter,the County of Fresno expressly does not undertake any contractual
obligation that is not set forth in the agreement.
Page 8 of 9
Exhibit 3
CLA Client
ORG: ORG:
NAME: NAME:
TITLE: TITLE:
SIGN: SIGN:
DATE: DATE:
Page 9 of 9
Exhibit 3
[ENGAGEMENT LETTER DATE]
Form of Engagement Letter -Agreed-upon Procedures
This engagement letter is given under the service agreement,Fresno County Audit Services Agreement No.
24-292("Agreement")dated June 18,2024,as maybe amended,made by and between CliftonLarsonAllen
LLP("CLA,""we,""us,"and"our")and County of Fresno("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. Nothing in this
engagement letter supersedes the terms of the Agreement. If anything in this engagement letter conflicts
with the terms of the Agreement,then the Agreement controls.
Rich Gonzalez is responsible for the performance of the agreed-upon procedures engagement.
Scope, objective, and responsibilities
We will apply the agreed-upon procedures which County of Fresno has specified and agreed to,listed in the
attached schedule,to the[SUBJECT MATTER]of County of Fresno as of or for the year ended June 30,
2024. County of Fresno is responsible for the[SUBJECT MATTER].
Our engagement to apply agreed-upon procedures will be conducted in accordance with attestation
standards established by the American Institute of Certified Public Accountants.Those standards require
us to be independent of the entity or responsible party,as applicable, and to meet our other ethical
responsibilities,in accordance with the relevant ethical requirements relating to our engagement. County
of Fresno agrees to and acknowledges the procedures performed or to be performed are appropriate for the
intended purpose of reviewing the[SUBJECT MATTER].The intended users of the agreed-upon
procedures report are County of Fresno Board of Supervisors, Regulators, and management. Intended users
in addition to County of Fresno may be requested to agree to the procedures and acknowledge that the
procedures performed are appropriate for the intended purpose.Consequently,we make no representation
regarding the appropriateness of the procedures enumerated in the attached schedule either for the
purpose for which this report has been requested or for any other purpose.The intended users assume the
risk that such procedures might be inappropriate for the intended purpose and the risk that they might
misunderstand or otherwise inappropriately use findings properly reported by CLA.
Our responsibility is to perform the specified procedures and report the findings in accordance with the
attestation standards.For purposes of reporting findings,you specified a threshold of$o.00 for reporting
exceptions.Because the agreed-upon procedures listed in the attached schedule do not constitute an
examination,audit,or review,we will not express an opinion or conclusion on the[SUBJECT MATTER]or
the County of Fresno's financial statements or any elements,accounts,or items thereof.Also,we will not
express an opinion or conclusion on the effectiveness of County of Fresno's internal control over financial
reporting or any part thereof.In addition,we have no obligation to perform any procedures beyond those
listed in the attached schedule.
At the conclusion of the engagement,you agree to provide a written representation letter that includes your
agreement and acknowledgement that the procedures performed are appropriate for the intended purpose
Page 1 of 3
Exhibit 3
of the engagement and,if applicable,that you have obtained from necessary other parties their agreement
to the procedures and acknowledgement that the procedures performed are appropriate for their purposes.
We will issue a written report upon completion of our engagement that lists the procedures performed and
our findings.This report is intended solely for the information and use of County of Fresno Board of
Supervisors,Regulators,and management,and should not be used by anyone other than the specified
parties.If,for any reason,we are unable to complete the procedures,we will describe any restrictions on the
performance of the procedures in our report or will not issue a report and withdraw from this engagement.
Our report will include a statement indicating that had we performed additional procedures,other matters
might have come to our attention that would have been reported to you.
An agreed-upon procedures engagement is not designed to detect instances of fraud or noncompliance with
laws or regulations;however,we will communicate to you any known and suspected fraud and
noncompliance with laws or regulations affecting the[SUBJECT MATTER]that come to our attention,
unless they are clearly inconsequential.In addition,if,in connection with this engagement,matters come to
our attention that contradict the[SUBJECT MATTER],we will disclose those matters in our report.
Such disclosures,if any,may not necessarily include all matters that might have come to our attention had
we performed additional procedures or an examination or review.
Management is responsible for providing us with(1)access to all information of which you are aware that is
relevant to the[SUBJECT MATTER]and the agreed-upon procedures,such as records,documentation,and
other matters,and for the accuracy and completeness of that information; (2)additional information that
we may request for the purpose of performing the agreed-upon procedures;and(3)unrestricted access to
persons within the entity from whom we determine it necessary to obtain evidence relating to performing
the procedures.You agree to inform us of events occurring or facts discovered subsequent to the date of the
[SUBJECT MATTER]that may affect the[SUBJECT MATTER].
Engagement administration and other matters
A list of information we expect to need for the engagement and the dates required will be provided in a
separate communication.
CLA will not disclose any of your confidential,proprietary,or privileged information to any persons
without the authorization of your 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.
Our 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 engagement letter for that service.
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Exhibit 3
Fees
Fees are as provided in the agreement,Fresno County Audit Services Agreement No.24-292,as may be
amended.
Sincerely,
CliftonLarsonAllen LLP
Response:
This letter correctly sets forth the understanding of County of Fresno for the engagement described above.
The person signing this engagement letter for the County of Fresno is authorized by the agreement to do
so. By signing this engagement letter,the County of Fresno expressly does not undertake any contractual
obligation that is not set forth in the agreement.
CLA Client
CLA County of Fresno
SIGN:
DATE:
AGREED-UPON PROCEDURE
Describe agreed upon procedures.
Page 3 of 3