HomeMy WebLinkAbout2006 S Finance - Audit Contract for the June 30, 2006 Fiscal Year• , RECEIVED U~,S
Cherry, Bekaert & Holland, L.L.P. ~~"~ ~ ~ 2006.
The Firm of Choice. a..i7CP,L GOVERNMENT www.cbh.com
2850 Village Drive -Suite 201
Fayetteville, North Carolina 28304
phone 910.483.7131
fax 910.323.0672
April 3, 2006
Mr. Kenneth T. Chavious, Finance Director
Orange County
208 South Cameron Street
Hillsborough, North Carolina 27278
Dear Ken:
This letter of arrangement between Orange County, North Carolina (the County) and Cherry,
Bekaert & Holland, L.L.P. sets forth the nature and scope of the services we will provide, the
County's required involvement and assistance in support of our services, the related fee
arrangements ar~d other terms and conditions designed to assure that our professional services are
performed to achieve the mutually agreed upon objectives of the County.
SUMMARY OF SERVICES
We will audit the financial statements of the governmental activities, the business-type activities,
each major fund, and the aggregate remaining fund information, which collectively comprise the
basic financial statements of the County as of and for the year ended June 30, 2006.
We will also audit the schedules of property taxes receivable for the Towns of Hillsborough, Chapel
Hill, and Carrboro as of June 30, 2006, and the related schedules of 2005 tax levy and collections
for the years then ended.
Our audit will be conducted in accordance with auditing standards generally accepted in the United
States of America; Government Auditing Standards, issued by the Comptroller General of the United
States; the Single Audit Act Amendments of 1996; the provisions of OMB Circular A-133; and the
State Single Audit Implementation Act, -and will include tests of accounting records, a determination
of major programs in accordance with Circular A-133, the State Single Audit Implementation Act,
8iid ether procedures as deemed necessary to enable us to express such an opinion and to render
the required reports. The objective of an audit is the expression of our opinion concerning whether
the basic financial statements are fairly presented, in all material respects, in conformity with
accounting principles generally accepted in the United States of America.
In connection with our audit, we will report on the fairness of presentation of the schedules of federal
and State financial assistance in relation to the financial statements taken as a whole. We will also
perform tests of compliance as required by GovemmentAuditing Standards, the provisions of OMB
CircularA-133, the Audit Manual forLoca/ Governmental Units and Recipients of Grant Funds, and
the Audit Manual for Governmental Auditors in North Carolina, and issue our reports thereon.
If any of our opinions resulting from the procedures described above are other than unqualified, we
will fully discuss the reasons with you in advance.
BAKER TILLY
INTERNATIONAL
The reports on internal control and compliance will each include a statement that the report is
intended solely for the information and use of the audit committee, management, specific legislative
or regulatory bodies, federal and State awarding agencies, and if applicable, pass-through entities
and is not intended to be and should not be used by anyone other than these specified parties.
As part of our engagement, we will prepare the financial statements and note disclosures from
individual fund trial balances that you will provide. However, management is responsible for the
financial statements and note disclosures. In your representation to us, you will be asked to
acknowledge our role in this regard, and your review, approval, and responsibility for the financial
statements and note disclosures. Further, you are responsible for designating a qualified
management-level individual to be responsible and accountable for overseeing these services.
Also, as part of our engagement, we will assist the County in preparing the schedule of federal and
State .financial assistance (the "schedule") for the year ended June 30, 2006. This schedule is
required to be included as part of the basic financial statements for the year ending June 30, 2006,
in accordance with the provisions ofOMB CircularA-133, "Audits of States, Local Governments and
Non-Profit Organizations;" and the State Single Audit Implementation Act. However, management is
responsible for the schedule. In your representation to us, you will be asked to acknowledge our role
in this regard, and your review, approval, and responsibility for the schedule. Further, you are
responsible for designating a qualified management-level individual to be responsible and
accountable for overseeing these services.
Any additional services that you may request, and that we agree to provide, will be the subject of
separate written arrangements. Should the entity wish to include or incorporate by reference these
financial statements and our report thereon into any official statement or any other document related
to the offering of debt securities at some future date, we would consider our consent to the inclusion
of our report into another such document at that time. However, we are required by auditing
standards generally accepted in the United States of America to perform certain procedures before
we can give our permission as to the inclusion of our report into another such document. You agree
that you will not include or incorporate by reference these financial statements and our report
thereon into any other document without our prior written consent.
will be responsible for assuring the overall quality, value, and timeliness of our services to you, and
will lead the engagement.
YOUR EXPECTATIONS
As part of our planning process, we will discuss with you your expectations of Cherry, Bekaert &
Holland, L.L.P., changes that occurred during the year, your views on risks facing you, any
relationship issues with Cherry, Bekaert & Holland, L.L.P., and specific engagement arrangements
and timing. Our service plan, which includes our audit plan, is designed to provide a foundation for
an effective, efficient, and quality-focused approach to accomplish the engagement objectives and
to meet or exceed your expectations. Our service plan will be reviewed with you periodically and will
serve as a benchmark against which you will be able to measure our performance.
TERMS AND CONDITIONS SUPPORTING FEE
As a result of our planning process, the County and Cherry, Bekaert & Holland, L.L.P. have agreed
to a fee, subject to the following conditions.
To facilitate meeting our mutual objectives, the County will provide in a timely manner audit
schedules and supporting information, including timely communication of all significant accounting
and financial reporting matters, as well as working space and clerical assistance as mutually agreed
upon and as is normal and reasonable in the circumstances.
When and if for any reason the County is unable to provide such schedules, information and
assistance, Cherry, Bekaert & Holland, L.L.P. and the County will mutually revise the fee to reflect
additional services, if any, required of us to achieve these objectives.
In providing our services, we will consult with the County with respect to matters of accounting,
financial reporting, or other significant business issues. Accordingly, time necessary to effect a
reasonable amount of such consultation is reflected in our fee. However, should a matter require
research, consultation, or audit work beyond that amount, Cherry, Bekaert 8~ Holland, L.L.P. and the
County will agree to an appropriate revision in services and fee.
Except for any changes in fees, which may result from the circumstances described above, ourfees
will be limited to those set forth below.
FEE
Financial Audit -Our fees for these services wiH be based upon our customary billing practices at
the time of the engagement. Bills for services will be rendered as work progresses and are due
within 15 days from invoice date. A service charge will be added to past due accounts equal to 1'/2%
per month (18% annual rate) on the previous month's balance less payments received during the
month, with a minimum charge of $2.00 per month. The fee for our audit as described in this letter
will not exceed the amounts scheduled below. This fee is based on anticipated cooperation from
your personnel and the assumption that unexpected circumstances will not be encountered during
the audit. If significant additional time is necessary, we will discuss it with you and arrive at a newfee
estimate before we incur the additional costs. Any modification to the fee shall be in writing and
signed by both parties. You agree to pay all costs of collection (including reasonable attorneys' fees)
that we may incur in connection with the collection of unpaid invoices.
Our fees for the above outlined services will not exceed the amounts as presented below.
Service
Fees Not
to Exceed
Financial and Compliance Audit $63,500
Preparation of the financial statements and
note disclosures 10,000
Assistance in preparing the schedule of federal
and State financial assistance 3,000
Total
$7~9
The fees set forth are based on auditing standards effective as of the date of this engagement letter
and do not contemplate research and/or implementation of FIN46R, Consolidation of Variable
Interest Entities, if applicable. If new auditing standards are issued and are effective for the period
under audit or it is determined the County must implement the provisions of FIN46R, either of which
may require additional audit procedures that were not known at the date of this engagement letter,
we will estimate the impact of any new such standard on the nature, timing and extent of our
planned audit procedures and will communicate with you concerning the scope of the additional
procedures and the estimated fees.
Any additional accounting matters which maybe necessary to complete the accounting for the year
ended June 30, 2006 will be performed in addition to the audit services and billed at our standard
billing rates.
LIMITATIONS OF THE AUDITING PROCESS
Our audit will include procedures designed to obtain reasonable assurance of detecting
misstatements due to errors or fraud that are material to the financial statements. Absolute
assurance is not attainable because of the nature of audit evidence and the characteristics of fraud.
For example, audits performed in accordance with GARS are based on the concept of selective
testing of the data being examined and are, therefore, subject to the limitation that material
misstatements due to errors or fraud, if they exist, may not be detected. Also,. an audit is not
designed to detect matters that are immaterial to the financial statements. In addition, an audit
conducted in accordance with GARS does not include procedures specifically designed to detect
iAegal acts having an indirect effect (e.g., violations of fraud and abuse statutes that result in fines or
penalties being imposed on the County) on the financial statements.
As required by the Single Audit Act Amendments of 1996, OMB Circular A-133, and the State Single
Audit Implementation Act, our audit will include tests of transactions related to major federal and
State award programs for compliance with applicable laws and regulations and the provisions of
contracts and grant agreements. Because an audit is designed to provide reasonable, but not
absolute assurance and because we will not perform a detailed examination of all transactions,
there is a risk that material errors, fraud, other illegal acts, or noncompliance may exist and not be
detected by us. In addition, an audit is not designed to detect immaterial errors, fraud, or other illegal
acts or illegal acts that do not have a direct effect on the basic financial statements or to major
programs. It should be recognized that our audit generally provides no assurance that illegal acts will
be detected, and only reasonable assurance that illegal acts having a direct and material effect on
the determination of financial statement amounts will be detected. However, we will inform you with
respect to material errors and fraud, or illegal acts that come to our attention during the course of
our audit. We will include such matters in the reports as required for a Single Audit.
If, for any reason, we are unable to complete the audit, or are unable to form or have not formed an
opinion on the basic financial statements, we may decline to express an opinion or decline to issue a
report as a result of the engagement. In this case, our firm will inform in writing the parties to the
contract.
RESPONSIBILITIES AS TO INTERNAL CONTROLS
As a part of our audit, we will consider the County's intemal control structure, as required by auditing
standards generally accepted in the United States of America and GovemmentAuditing Standards,
sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures
necessary for expressing our opinion concerning the basic financial statements. You recognize that
the basic financial statements and the establishment and maintenance of an effective intemal
control over financial reporting are the responsibility of management. You also recognize that
management is responsible for identifying and ensuring that the County complies with the laws and
regulations applicable to its activities. Appropriate supervisory review procedures are necessary to
provide reasonable assurance that adopted policies and prescribed procedures are adhered to and
to identify errors, fraud, or illegal acts. An audit is not designed to provide assurance on internal
control. As part of our consideration of the County's internal control structure, however, we will
inform you of reportable conditions and other matters that come to our attention that represent
significant deficiencies in the design or operation of the internal control structure, if any, as required
by OMB Circular A-133 and the State Single Audit Implementation Act.
As required by OMB Circular A-133 and the State Single Audit Implementation Act, we will perform
tests of controls to evaluate the effectiveness of the design and operation of controls that we
consider relevant to preventing or detecting material noncompliance with compliance requirements,
applicable to each major federal and State award program.
However, our tests will be less in scope than would be necessary to render an opinion on those
controls and, accordingly, no opinion will be expressed in our report on intemal control issued
pursuant to OMB Circular A-133 and the State Single Audit Implementation Act.
You are also responsible for the design and implementation of programs and controls to prevent and
detect fraud, and for informing us about all known or suspected fraud affecting the County involving
(a) management, (b) employees who have significant roles in internal control, and (c) others where
the fraud could have a material effect on the financial statements. You are also responsible for
informing us of your knowledge of any allegations of fraud or suspected fraud affecting the County
received in communications from employees, former employees, regulators, or others.
RESPONSIBILITIES AS TO COMPLIANCE
Our audit will be conducted in accordance with the standards referred to in the section Summary of
Services. As part of obtaining reasonable assurance about whether the basic financial statements
are free of material misstatement, we will perform tests of the County's compliance with applicable
laws and regulations and the provisions of contracts and agreements, including grant agreements.
However, the objective of those procedures 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.
OMB Circular A-133 and the State Single Audit Implementation Act require that we also plan and
perform the audit to obtain reasonable assurance about whether the auditee has complied with
applicable laws and regulations and the provisions of contracts and grant agreements applicable to
major programs. Our procedures will consist of the applicable procedures described in the OMB
Circular A-133 Compliance Supplement and the Audit Manual for Governmental Auditors in North
Carolina for the types of compliance requirements that could have a direct and material effect of
each of the County's major programs. The purpose of those procedures will be to express an
opinion on the County's compliance with requirements applicable to major programs in our report on
compliance issued pursuant to OMB CircularA-133 and the State Single Audit Implementation Act.
REPRESENTATION FROM MANAGEMENT
Management is responsible for the fair presentation of the basic financial statements in conformity
with accounting principles generally accepted in the United States of America, for making all
financial records and related information available to us, and for identifying and ensuring that the
County complies with the laws and regulations applicable to its activities: Management is also
responsible for adjusting the financial statements to correct material misstatements. Additionally, as
.required by OMB CircularA-133 and the State Single Audit Implementation Act, it is management's
responsibility to follow up and take corrective action on prior audit findings and to prepare a
summary schedule of prior audit findings and acon-ective action plan. The summary schedule of
prior audit findings and the corrective action plan should be made available to us during the course
of our engagement. Management, at the conclusion of the engagement, will provide to us a
representation letter that, among other things, addresses these matters and confirms certain
representations made during the audit, including, to the best of their knowledge and belief, the
absence of fraud involving management or those employees who have significant roles in the
County's internal control, or others where it could have a material effect on the basic financial
statements. The representation letter will also affirm to us that management believes that the effects
of any uncorrected misstatements aggregated pertaining to the current yearfinancial statements are
immaterial, both individually and in the aggregate, to the financial statements taken as a whole.
Cherry, Bekaert & Holland, L.L.P. will rely on the County's management providing these
representations to us, both in the planning and performance of the audit, and in considering the fees
that we will charge to perform the audit.
COMMUNICATIONS
At the conclusion of the engagement, we will provide management, in a mutually agreeable format,
our recommendations designed to help the County make improvements in its internal control
structure and operations, and other matters that may come to our attention (see "Responsibilities as
to Internal Controls" above).
As part of this engagement we will ensure that certain additional matters are communicated to the
appropriate members of management and the Board of County Commissioners. Such matters
include (1) our responsibility under auditing standards generally accepted in the United States of
America; (2) the initial selection of-and changes in significant accounting policies and their
application; (3) our independence with respect to the County; (4) the process used by management
in formulating particularly sensitive accounting estimates and the basis for our conclusion regarding
the reasonableness of those estimates; (5) audit adjustments that could, in our judgment, either
individually or in the aggregate be significant to the financial statements or our report; (6) any
disagreements with management conceming a financial accounting, reporting orauditing matterthat
could be significant to the financial statements; (7) our views about matters that were the subject of
management's consultation with other accountants about auditing and accounting matters; (8) major
issues that were discussed with management in connection with the retention of our services,
including, among other matters, any discussions regarding the application of accounting principles
and auditing standards; and (9) serious difficulties that we encountered in dealing with management
related to the performance of the audit.
Government Auditing Standards require that we provide you with a copy of our most recent quality
control review report. Our most recent peer review report accompanies this letter.
ACCESS TO WORKING PAPERS
The working papers for the engagement are the property of Cherry, Bekaert 8~ Holland, L.L.P. and
constitute confidential information. Except as discussed below, any requests for access to our
working papers will be discussed with you prior to making them available to requesting parties.
The workpapers forthis engagement will be retained for a minimum of three years afterthe date the
auditors' report is issued or for any additional period requested by the County. 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
workpapers.
Our Firm, as well as all other major accounting firms, participates in a "peer review" program,
covering our audit and accounting practices. This program requires that once every three years we
subject our quality assurance practices to an examination by another accounting firm. As part of the
process, the other firm will review a sample of our work. It is possible that the work we perform for
you may be selected by the other firm for their review. If it is, they are bound by professional
standards to keep all information confidential. If you object to having the work we do for you
reviewed by our peer reviewer, please notify us in writing.
USE OF THIRD PARTY SERVICE PROVIDERS
The firm may from time to time, and depending on the circumstances, use third-party service
providers in serving your account. We may share confidential information about you with these
service providers, but remain committed to maintaining the confidentiality and security of our
information.
Accordingly, we maintain internal policies, procedures and safeguards to protect the confidentiality
of your personal information. In addition, we will secure confidentiality agreements with all service
providers to maintain the confidentiality of your information and we will take reasonable precautions
to determine that they have appropriate procedures in place to prevent the unauthorized release of
your confidential information to others. In the event that we are unable to secure an appropriate
confidentiality agreement, you will be asked to provide your consent prior to the sharing of your
confidential information with the third-party service provider. Furthermore, the firm will remain
responsible for the work provided by any such third-party service providers.
SUBPOENAS
In the event we are requested or authorized by you or required by government regulation, subpoena,
or other legal process to produce our working papers or our personnel as witnesses with respect to
our engagement for you, you will, so long as we are not a party to the proceeding in which the
information is sought, reimburse us for our professional time and expense, as well as the fees and
expenses of our counsel, incurred in responding to such a request.
OTHER MATTERS
If any dispute, controversy or claim arises in connection with the performance or breach of this
agreement, either party may, on written notice to the other party, request that the matter be
mediated. Such mediation would be conducted by a mediator appointed by and pursuant to the rules
of the American Arbitration Association (AAA) or such other neutral facilitator acceptable to both
parties. Both parties would exert their best efforts to discuss with each other in good faith their
respective positions in an attempt to finally resolve such dispute, controversy, or claim.
Client and accountant both agree that any dispute over fees charged by the accountant to the client
will be submitted for resolution by arbitration in accordance with the Rules for Professional
Accounting and Related Services Disputes of the AAA. Any award rendered by the Arbitrator
pursuant to this Agreement may be filed and entered and shall be enforceable in the Superior Court
of the County in which the arbitration proceeds. In agreeing to arbitration, we both acknowledge that,
in event of a dispute over fees charged by the accountant, each of us is giving up the right to have
the dispute decided in a court of law before a judge or jury and instead we are accepting the use of
arbitration for resolution.
The prevailing party shall be entitled to an award of reasonable attorneys' fees and costs incurred in
connection with the arbitration of the dispute in an amount to be determined by the arbitrator.
If the foregoing is in accordance with your understanding, please sign this letter in the space
provided and return it to us. If you have any questions, please feel free to give me a call at 919-782-
1040.
Very truly yours,
CHERRY, BEKAERT & HOLLAND, L.L.P.
Eddie T. Burk PA
Partner
Enclosure
RESPONSE:
This letter correctly sets forth thg understanding of the County.
By:
Titley \ /V1U1 i(..
-4
262ti Glenvrotld Avenua, 5ulte 300, Raleigh, North Carolina 27608 Auditor
LGGIas incr. vtrzoos) CONTRACT TO AUDIT ACCOUNTS
Fite tn'friplteate. of Orange County, Norilt Carolina
envernmenwl unit
On this 3rd day of ApnJ ?DO6 Chery, Bekaer & Holland, I t Pti
Mailing Address
hereittaRer referred to as
the Auditor, and the County Commissioners of Orange County . hereina$er refcrretl
Governing Board Gavemmcntal Unit
tons the 13ovemmenittl Unit, agree ns follows
RECEIVED
MAY 2 ~ 2006
'_OCACOMMISSIONENT
1. The Auditor stroll nadir all statemrnit and disclosnrtz required by generally aeceplod accoumiag prnriples and sdditioml :cgtrircd
legal amtemrnts mai disclowres of all toads arnllor divisions of the Governmental Unit far the period beginning
Jutv 1 30p5 .and ending Jmm)a was .The, mnaagemcnt's discussion and oralysis,
«on-major combining, and individual toad suuetnents sad schedules shall be wbjected to the auditing procedures applied to tht
audit ofthe basic finnnciat staartreots and on opinion will be rendered in relation to {ns applicable) the govettunental aedvities, the
business-type activities, the aggregme discreetly presented component units, each major govemmcotal sad enterprise fund, and the
aggrcgorc trmaimng fund information (nontnajorgovcmmrnt and emerprise funds, the internal service fund type, and the Rduriery
fund types).
3. At a minimum, ilrc Auditor steal! conduct his audit and render his report in accordance with generally accepted auditing smndards,
The Auditor shall perform the audit in acconlance with Grrvemment rtuditin~Standards if required by the Slam Single Audit
]mplemrntadan Act, os codified in G.S. 139-34. if required by OMB Circular A-133 and the State Single Audit lmplcmeatation
Act, the auditor shall perform o 5 iaglc Audio
3. T/ils contract cantrmplnter an anqual~ed opinion being rardered if financial smtements arc rat prepared in naorhtnce rviW
gcaetaily accepted accounting principles {GAAP), orilte statemerts fail to include all disclostms requited by GAAF, explain that
depmture from GAAI' in the space below:
None
4. This cantrrrct rontemplutes un wrrlrroJ{jed ophdon being rendered The audit steal! include suck tads of the aeetwtttiag records and
such other auditing procedtacs ns tun considered by the Auditor to be necessary in ilte eireumstatxea Any limttatlonr or
rertrletlans !n srnpe trhlch nwrrld lead to o goof fcattwt sbarelJ betally esplalned in an mtudxnuir ro rhis tonrract. The audit wili
leave no stops limitndons except: NSA
5. If this audit engagemem is subjen to the smndatds for audit as defined in Government Audidno Stmdsnls issued by the
Compaoller General of the United States, then the Audiwr wartaats by accepting chit rngagemad dot he/she has met the
tequbemrnts for n peer review and contuwiag education as speri6al is S'isvemment Auditine Stnndardt. The Auditor agrees to
pmvide a rnpy of their most recent peer review rcpnrt to the Governmental Unit and the Secretary of the Load Governmrnt
Commission gpyl!$ rite cucudoa of the nltdit txmtrnel (Sec Item zO J
6. it is agreed that time is of the essrnce in this catmtnet AH audits meta be performed and the report of nadir submitted 6y
l]ctober 31 2006
7. It is agreed that generagy accepted ourgting standartts include n review of the Governmental Unit's system of internal rnntrol and
accounting u same rclnla+ to accountability of funds sad ndhecnce to budges and ]nor tequbcmertla applicable thereto: that the
Auditor will aakc a written report, which tray or may not be a part of the written report of audit, to the Governing Boanl easing
forth his fmdings, tagedrer wiilt his reeammrndatitros for improvernenL That written report tttnst include all matters defined as
"rcpattnble eondiaons" in AU 325 of the A1CPA Professional 5~ The Auditor sha11 file a ~Y of that rennn with the
S~eutrv ofilte Local Government Commission
8. All local government and public authority contracts for nnniml err special audits, bookkeeping ru other assistance narssary to
prcpam the Unit's records for audio Snaneial suuemeot prepomtioa, eny finance-relnttxl investigstians, orany other audit-related
work is the Stott of North Caroliia require the approval of dte Secretary of the torn! Government Commission. ]nvaitts for
5ec,~eterv nFthe Laval Gnvcmment Commission tTbis elan includes env nmgerss biliin¢s~ An invoices should be submitted i»
triplimte w the Secretory of the torn! Govemmrnt Commissirm. The original and one copy will be returned to ilrc Auditor.
Approval is not required oa contrutc and invoices Car system improvements and similar services of o aan-auditing amore.
9. la ermsidtuntitm of the sntisfactary performance of ills provisions of this agreement, the Governmrntal Unit shall pay to the
Audito , tgran apprm'nl by dre Scrremry of the Local Govetmrnt Camm~aslOA, the Collawioe fee which includes may cast the
Auditor may incur from work paper or peer reviews or any other quality asstannce program required by th'tnl pnrtirs (Federal mad
State gmmar mad oversight agencies err atherorganiz9tionsa) ns enquired order the Federal mad State Single Audit Acts:
Yearend bookkeeping assistance-1Fnr audits snbJect to Gavernmaat Auditing Standards, this b limited to bookkeeping
aervkes permitted by revised independence Standards(
Andit_ 563,500
Pmparmttoa of the finandai stotcments - 51 D,OOD
6saiacaace with preparation of the schedule of federal sad State Finanelel assistance $3.n00_
lQ. Afitr completing his audit, dx Auditor shall submit to the Governing Hoard o tvrittrn tepnn of audit This rcpaK stall include, at
(cast, Management's Discussion and Amtlysts, the fnaocial statements of the govemmcntal wait and o!I of its componrnt units and
notes titercto prepared in necortlnncc wtilt gtmemlly accepter accounting principles, combining and supplemenmry taformoeian
requested by the clirnt nr rcquuecl for foil disclosure under ilte low, and the Auditor's opinion on the naterinl presented. The
Auditor shall famish the required Dumber of copies of the report of audit to the Governing Board as soon as practical after the
close afdte accounting period.
11. Tba Anditar shall fUe with the Local Govtutamem Commission two copies of the report oC audit, including one copy of the
federal Dam Collection Form, i[ a federel single audit is wnduned. In addhion, if tbt North Carolina Ogee of the Smu Auditor
deaignatea eerinin progrntns to he atuitud os mojor progrems, a oat page tutnarouad document and o rcptrseateUan kttcr addressed
to the Smu Auditor shall be subtnitud to the Local Government Commission.
Two eopia of the rcpon oC nadir should be aulmtitted iCthe audit is performtd tmly ender the provisions of the 5tau Single Audit
Impttaaattadoa Att or a financial nadir is required to be performed is accordance with Govtmmrnt Auditina Standards.
Othrnvise, oat wpy shall be wbttdlttd. Copits otthc report shall be filed with the Ltteal Governmtnt Commission whrn [or prior
to) autmtitting the invoice forehe setvias ttnalertd. All wpia oCthe report submitud must be bound. The report ofaudit, as filed
with the Stxretary of the Loenl Government Commission, become a matter of public ttsord for inspection and revitw in the
of5ees of the Seeremry by arty interested parties. Any subsequent revisions m ehtse rcparts must be atan w the 5ttatmry of the
Local Government Commission. 7lttse audited fmandol suuemmts are used in the preparndon of Ofiieiai Smumems for dtbt
offerings, by municipal bond rating setvitxs, and to fulfill seeaadary ttmrket diselasurc requirements of the Stxuritia and
Exchongc Commission.
L2 Should circumsmnces disclosed by the audit call for a mom derailed investigation by the Auditor than necessary undo ordinary
cirwtrtstanees, tht Auditor shall inform the Governing Htmrd in writing of the peed for such addidoml investigation and the
addhioml rompeasodon required tbercfort. Upon apptova[ by the Secretary oFthe Local Government Conunissian, Utis ogrcemrnt
may be varied or changed u include the inercaud time and/or wmpenantion ns may be agreed upon by the Crovcming Hoard and
the Auditor.
13. IF as approved contour nerds to be varied or changed for any reason, the clmnge must be reduced to carding, signed by 6odi
partia, preaudited if tttxessary, and submitted to the Secretary of the t.ocol Government Commission for•opprevnl. o ch
~¢e efieetive unless tmnroved by the Secrctaty oFthe Local Govvnmentsomtgl_ssion the Governing Hoattt end the Auditor
14. Whenever efts Auditor user en tagagtment lever whit the client, Item IS-may be eompltNed by referencing the engegemrnt letur
nod attaching o wpy of the rngagernent letter to the conuad ro incorporou tltt rngagemem letter into the coatroct In ease of
wiiflict 6etwcw the terms of the engngt:ment letter and the terms of this contract, the terms of this coaunct will wntrol.
Engagemrnt letter ttatrts are deemed u be void unless ate eon(Iiding terms of ttds contract arc apeei[iadly deleted is Item 21 of
this watracL Engagement Itdters conmining indenmificatioa elauau will not bt approved by tht Local Governcotnt Commission
15. There rue no special provisions ucept
See attached engagement letter.
16. A sepanue t.onttntt shoo d n t tie ovule for each divlaitm to be audited or rtport to be submitted. A sepamu comma must tit
cxecuWl for tech wmpottent unit which is n !Deal govemtnent and for which a separnte audit report is issued.
17. Tht contract should be etteeutcd and submitud in triplicate to the Stsrcmry of the Local Govtxnmwt Commission, 325 North
Salisbury Street, Raleigh, North Carol'ma 27503-1385.
18. Upon apptttval, the original cataract will tit retttmed to the Gavemmenml Unit, a wpy will be fottvarded to the Auditor, and a
wpy rttained by the Secretary of dit Local Govetamwt Commission Tha audit should not he salted before the eontrntt is
°norovcd.
19. Them ate no other agrtements 6ttvreen the panics hereto and na other ogrecmenm relative herero Uiat shall be enforcrnble unless
catered into in aeeordanea with the prectedurc net out hernia and approved try the Secretary of the Law! Government Commission.
20. If this audit engogemwt is not tubject m Goytamrtrnt Auditina Smndards, then Item 5 shall tie 1'tated as a deleted prnvisinn in Item
2l. Aa explanation must tie given for deleting Utis provision
2l. All of the above paragraphs arc undeisuod and sting apply to this agrmnen~ ccept the following numbered paragraphs shall be
• dtltted: (Sec ]tam 14.) N/A l~ •
Hy
• typeorp' e
• tgna afgo iingboard}
Cherry, Bekaert & Holland, L.L.P. Dort
(phase type orpriat name)
Dy
(Cbairpeaan of Aadit Cottmditm (Please type a pant tmtaa}
(Sigmturc ofauWorimd audit firm represenmrive)
Approved by ate Seaamry of the Loaf Goveroomat
Commission as provided in Article 3, Llmpla 759 of arc
Gmerot Smwta m Aniele 3i, Pmt 3, Chapter 115C of the
General Statutes.
SHARON EDMUNDSOty
For the Seerctar~Local ov~mment tmmission
!1~_ .~
part JUs\igogtttrt~~~~
(Signature of Audit Camatittee Choirprnan)
Dau
(If unit does not have an mtdit cmtmitiee, rids seaioa abould be
tnarL-ed "N/A'~
Ttds ittstromrnt bas Ixen ptraudiwl in the manner [egaired hY The
Local Government Btalget and Fseal Control Act err by ate School
Otdgct and fiscal Control Acr.
Gtrvemm i Utdt Fittaoee Otiieer (Ptease type or prior ttatne)
~ ~
Oau
Prwudit Cerllficatt must be dated.)
~~(~~)
G eun i''~OIl LLP RECEIVEQ
GertUledPuhUeAerounWnL+6Coneultants MAY 2 2 2006
~OCAI.GOVERNMENT
October 21, 2004 Cc)MM~SS~o~!
To the Partners of
Cherry Bekaert & Holland L.L.P.
and the Center for Public Company Audit Firms Peer Review Committee
We have reviewed the system of quality control for the accounting and auditing practice of
Cherry Belcaert & Holland L.L.P. (the firm) applicable to non-SEC issuers in effect for the year
ended April 30, 2004.. The firm's accounting and auditing practice applicable to SEC issuers.
was not reviewed by us since the Public Company Accounting Oversight Board (PCAOB) is
responsible for inspecting that portion of the firm's accounting and auditing practice in
accordance with PCAOB requirements. A system of quality control encompasses the firm's
organizational structure and the policies adopted and procedures established to provide it with
reasonable assurance of complying with professional standards. The elements of quality control
are described in the Statements on Quality Control Standards issued by the American Institute of
Certified Public Accountants (the AICPA). The design of the system, and compliance with it,
are the responsibilities of the film. Our responsibility is to express an opinion on the design of
the system, and the firm's compliance with the system based on our xeview.
Our review was conducted in accordance with standards established by the Peer Review
Committee of the Center for Public Company Audit Firms and included procedures to plan and
perform the review tltat are summarized in the attached description of the peer review process.
Our review would not necessarily disclose all weal~nesses in the system of quality control or all
instances of lack of compliance with it since it was based on selective tests. Because there are
inherent limitations in the effectiveness of any system of quality control, departures from the
system may occur and not be detected. Also, projection of any evaluation of a system of quality
control to future periods is subject to the risk that the system of quality control may become
inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.
)n our opinion, the system of quality control for the accounting and auditing practice applicable
to the non-SEC issuers of Cherry Bekaert & Holland L.L.P. in effect far the year ended Agri130,
2004, has been designed to meet the requirements of the quality control standards for an
accounting and auditing practice established by the AICPA, and was complied with during the
year then ended to provide the firm with reasonable assurance of complying with applicable
professional standards.
lnrerluc!(en IJrrrrncrr Irnrk
370 Lrrerlarl~rn lJarrlrr+nrA, Snirc 30f1
lJronnfdd, Cnlarudu 8003!
tel: 3113.4bb.UU22
M r,n,,.e ,~,
fax:3U3.~6b.9797
®~ e
www.cliftancpa.com l)f(iccs in 1.1 st:ucs anJ ~Vashim„ton. L)C: ~ intarnndonal
As is customary in a peer review, we have issued a letter under this date that sets forth comments
relating to certain policies and procedures or compliance with them. The matters described in
the letter were not considered to be of sufficient significance to effect the opinion expressed in
this report.
C~ ~.~.-...:~,,,.., G L P
RECEIVED
SHAY 2 ~ 200
6
E. ~CAi. GOVERNMENT
CQMMfSSIQN
Attachment to the Peer Review Report of Cherry i8ekaert & Holland L.L.P.
Description of the Peer Review Process
Overview
Firms enrolled in the AICPA Center for Public Company Audit Firms (the Center) Peer Review
Program have their system of quality control periodically reviewed by independent peers. These
reviews are system and compliance oriented with the objectives of evaluation whether:
The reviewed firm's system of quality control for its accounting and auditing practice
applicable to non-SEC issuers has been designed to meet the requirements of the Quality
Control Standards established by the AICPA.
The reviewed firm's quality control policies and procedures applicable to non-SEC
issuers were being complied with to provide the firm with reasonable assurance of
complying with professional standards.
A peer review is based on selective tests and directed at assessing whether the design of and
compliance with the firm's system of quality control far its accounting and auditing practice
applicable to non-SEC issuers provides the firm with reasonable, not absolute, assurance of
complying with professional standards. Consequently a peer review on the firm's system of
quality control is not intended to, and does not, provide assurance with respect to any individual
engagement conducted by the firm or that none of the financial statements audited by the firm
should be restated.
The Center's Peer Review Committee (PRC) establishes and maintains peer review standards.
At regular meetings and through report evaluation task forces, the PRC considers each peer
review, evaluates the reviewer's competence and performance, and examines every report, Ietter
of comments, and accompanying response from the reviewed fum that states its corrective action
plan before the peer review is finalized. The Center's staff plays a key role in overseeing the
performance of peer reviews working closely with the peer review teams and the PRC.
Once the PRC accepts the Peer review reports, Letters of comments, and reviewed frets'
responses, these documents are maintained in a file available to the public. In some situations,
the public file also includes a signed undertaking by the firm agreeing to specific follow-up
action requested by the PRC.
Firms that perfoml audits or play a substantial role in the audit of one or more SEC issuers, as
defined by the Public Company Accounting Oversight Board {PCAOB}, are required to he
registered with and have their accounting and auditing practice applicable to SEC issuers
inspected by the PCAOB. Therefore, we did not review the firm's accounting and auditing
practice applicable to SEC issuers.
Jam") /
/, ! " '
Cherry, Bekaert & Holland, L.L.P.
The Firm of Choice. www.cbh.com
2850 Village Drive -Suite 201
Fayetteville, North Carolina 28304
phone 910.483.7131
fax 910.323.0672
April 3,.2006
Mr. Kenneth T. Chavious, Finance Director
Orange County SportsPlex
208 South Cameron Street
Hillsborough, North Carolina 27278
Dear Ken:
This letter of arrangement between the Orange County SportsPlex, an Enterprise Fund of Orange
County, North Carolina (the "entity")and Cherry, Bekaert & Holland, L.L.P. sets forth the nature and
scope of the services we will provide, the entity's required involvement and assistance in support of
our services, the related fee arrangements and other terms and conditions designed to assure that
our professional services are performed to achieve the mutually agreed upon objectives of the
entity.
SUMMARY OF SERVICES
We will audit the financial statements of the entity as of and for the year ended June 30, 2006. Our
audit will be conducted in accordance with auditing standards generally accepted in the United
States of America; and Government Auditing Standards, issued by the Comptroller General of the
United States, and will include test of accounting records, and other procedures as deemed
necessary to enable us to express such an opinion and to render the required reports. The objective
of an audit is the expression of our opinion concerning whether the financial statements are fairly
presented, in all material respects, inconformity with accounting principles generally accepted in the
United States of America. If our opinion resulting from the procedures described above are other
than unqualified, we will fully discuss the reasons with you in advance.
As part of our engagement, we will prepare the financial statements and note disclosures from
individual fund trial balances that you will provide. However, management is responsible for the
financial Staicl%~ntS anc ",ote uiS;i"iaUreS. ifi yCDUr rc:presertat1C3r1 tz3 us, y0U WIII be asked to
acknowledge our role in this regard, and your review, approval, and responsibility for the financial
statements and note disclosures. Further, you are responsible for designating a qualified
management-level individual to be responsible and accountable for overseeing these services.
Any additional services that you may request, and that we agree to provide, will be the subject of
separate written arrangements. Should the entity wish to include or incorporate by reference these
financial statements and our report thereon into any official statement or any other document related
to the offering of debt securities at some future date, we would consider our consent to the inclusion
of our report into another such document at that time. However, we are required by auditing
standards generally accepted in the United States of America to perform certain procedures before
we can give our permission as to the inclusion of our report into another such document. You agree
that you will not include or incorporate by reference these financial statements and our report
thereon into any other document without our prior written consent.
~AKER~TILLY
INTERNATIONAL
L
I will be responsible for assuring the overall quality, value, and timeliness of our services to you, and
will lead the engagement.
YOUR EXPECTATIONS
As part of our planning process, we will discuss with you your expectations of Cherry, Bekaert &
Holland, L.L.P., changes that occurred during the year, your views on risks facing you, any
relationship issues with Cheny, Bekaert.& Holland, L.L.P., and specific engagement arrangements
and timing. Our service plan, which includes our audit plan, is designed to provide a foundation for
an effective, efficient, and quality-focused approach to accomplish the engagement objectives and
to meet or exceed your expectations. Our service plan will be reviewed with you periodically and will
serve as a benchmark against which you will be able to measure our performance.
TERMS AND CONDITIONS SUPPORTING FEE
As a result of our planning process, the entity and Cherry, Bekaert & Holland, L.L.P. have agreed to
a fee, subject to the following conditions.
To facilitate meeting our mutual objectives, the entity will provide in a timely manner audit schedules
and supporting information, including timely communication of all significant accounting and financial
reporting matters, as well as working space and clerical assistance as mutually agreed upon and as
is normal and reasonable in the circumstances. When and if for any reason the entity is unable to
provide such schedules, information and assistance, Cherry, Bekaert 8~ Holland, L.L.P. and the
entity will mutually revise the fee to reflect additional services, if any, required of us to achieve these
objectives.
In providing our services, we will consult with the entity with respect to matters of accounting,
financial reporting, or other significant business issues. Accordingly, time necessary to effect a
reasonable amount of such consultation is reflected in our fee. However, should a matter require
research, consultation, or audit work beyond that amount, Cherry, Bekaert & Holland, L.L.P. and the
entity will agree to an appropriate revision in services and fee.
Except for any changes in fees, which may result from the circumstances described above, ourfees
will be limited to those set forth below.
FEE
Financial Audit -Our fees for these services will be based upon our customary billing practices at
the time of the engagement. Bills for services will be rendered as work progresses and are due
within 15 days from invoice date. A service charge will be added to past due accounts equal to 1'/s%
per month (18% annual rate) on the previous month's balance less payments received during the
month, with a minimum charge of $2.00 per month. The fee for our audit as described in this letter
will not exceed $17,500. This fee is based on anticipated cooperation from your personnel and the
assumption that unexpected circumstances will not be encountered during the audit. If significant
additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we
incur the additional costs. Any modification to the fee shall be in writing and signed by both parties.
You agree to pay all costs of collection (including reasonable attorneys' fees) that we may incur in
connection with the collection of unpaid invoices.
The fees set forth are based on auditing standards effective as of the date of this engagement letter
and do not contemplate research and/or implementation of FIN46R, Consolidation of Variable
Interest Entities; if applicable.
If new auditing standards are issued and are effective for the period under audit or it is determined
the entity must implement the provisions of FIN46R, either of which may require additional audit
procedures that were not known at the date of this engagement letter, we will estimate the impact of
any new such standard on the nature, timing and extent of our planned audit procedures and will
communicate with you concerning the scope of the additional procedures and the estimated fees.
Any additional accounting matters which may be necessary to complete the accounting for the year
ended June 30, 2006 will be performed in addition to the audit services and billed at our standard
billing rates.
LIMITATIONS OF THE AUDITING PROCESS
Our audit will include procedures designed to obtain reasonable assurance of detecting
misstatements due to errors or fraud that are material to the financial statements. Absolute
assurance is not attainable because of the nature of audit evidence and the characteristics of fraud.
For example, audits performed in accordance with GAAS are based on the concept of selective
testing of the data being examined and are, therefore, subject to the limitation that material
misstatements due to errors or fraud, if they exist, may not be detected. Also, an audit is not
designed to detect matters that are immaterial to the financial statements. In addition, an audit
conducted in accordance with GARS does not include procedures specifically designed to detect
illegal acts having an indirect effect (e.g., violations of fraud and abuse statutes that result in fines or
penalties being imposed on the entity) on the financial statements.
Because an audit is designed to provide reasonable, but not absolute assurance and because we
will not perform a detailed examination of all transactions, there is a risk that material errors, fraud,
other illegal acts, or noncompliance may exist and not be detected by us. In addition, an audit is not
designed to detect immaterial errors, fraud, or other illegal acts or illegal acts that do not have a
direct effect on the basic financial statements or to major programs. It should be recognized that our
audit generally provides no assurance that illegal acts will be detected, and only reasonable
assurance that illegal acts having a direct and material effect on the determination of financial
statement amounts will be detected. However, we will inform you with respect to material errors and
fraud, or illegal acts that come to our attention during the course of our audit.
If, for any reason, we are unable to complete the audit, or are unable to form or have not formed an
opinion on the financial statements, we may decline to express an opinion or decline to issue a
report as a result of the engagement. In this case, our firm will inform in writing the parties to the
contract.
RESPONSIBILITIES AS TO INTERNAL CONTROLS
As a part of our audit, we will consider the entity's internal control structure, as required by auditing
standards generally accepted in the United States of America and GovemmentAuditing Standards,
sufficient to plan the audit and to determine the nature, timing, and extent of auditing procedures
necessary for expressing our opinion concerning the basic financial statements. You recognize that
the financial statements and the establishment and maintenance of an effective internal control over
financial reporting are the responsibility of management. You also recognize that management is
responsible for identifying and ensuring that the entity complies with the laws and regulations
applicable to its activities. Appropriate supervisory review procedures are necessary to provide
reasonable assurance that adopted policies and prescribed procedures are adhered to and to
identify errors, fraud, or illegal acts. An audit is not designed to provide assurance on internal
control. As part of our consideration of the entity's internal control structure, however, we will inform
you of reportable conditions and other matters that come to our attention that represent significant
deficiencies in the design or operation of the internal control structure.
RESPONSIBILITIES AS TO COMPLIANCE
Our audit will be conducted in accordance with the standards referred to in the section Summary of
Services. As part of obtaining reasonable assurance about whetherthe financial statements are free
of material misstatement, we will perform tests of the entity's compliance with applicable laws and
regulations and the provisions of contracts and agreements, including grant agreements. However,
the objective of those procedures 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.
REPRESENTATION FROM MANAGEMENT
Management is responsible for the fair presentation of the financial statements in conformity with
accounting principles generally accepted in the United States of America, for making all financial
records and related information available to us, and for identifying and ensuring that the entity
complies with the laws and regulations applicable to its activities. Management is also responsible
for adjusting the financial statements to correct material misstatements. Management, at the
conclusion of the engagement, will provide to us a representation letter that, among other things,
addresses these matters and confirms certain representations made during the audit, including, to
the best of their knowledge and belief, the absence of fraud involving management or those
employees who have significant roles in the entity's intemal control, or others where it could have a
material effect on the financial statements. The representation letter will also affirm to us that
management believes that the effects of any uncorrected misstatements aggregated pertaining to
the current year financial statements are immaterial, both individually and in the aggregate, to the
financial statements taken as a whole.
Cherry, Bekaert & Holland, L.L.P. will rely on the entity's management providing these
representations to us, both in the planning and performance of the audit, and in considering the fees
that we will charge to perform the audit.
COMMUNICATIONS
At the conclusion of the engagement, we will provide management, in a mutually agreeable format,
our recommendations designed to help the entity make improvements in its intemal control structure
and operations, and other matters .that may come to our attention (see "Responsibilities as to
Internal Controls" above).
As part of this engagement we will ensure that certain additional matters are communicated to the
appropriate members of management and the Board of County Commissioners. Such matters
include (1) our responsibility under auditing standards generally accepted in the United States of
America; (2) the initial selection of and changes in significant accounting policies and their
application; (3) our independence with respect to the entity; (4) the process used by management in
formulating particularly sensitive accounting estimates and the basis for our conclusion regarding
the reasonableness of those estimates; (5) audit adjustments that could, in our judgment, either
individually or in the aggregate be significant- to the financial statements or our report; (6) any
disagreements with management concerning a financial accounting, reporting or auditing matterthat
could be significant to the financial statements; (7) our views about matters that were. the subject of
management's consultation with other accountants about auditing and accounting matters; (8) major
issues that were discussed with management in connection with the retention of our services,
including, among other matters, any discussions regarding the application of accounting principles
and auditing standards; and (9) serious difficulties that we encountered in dealing with management
related to the performance of the audit.
ACCESS TO WORKING PAPERS
The working papers for the engagement are the property of Cherry, Bekaert & Holland, L.L.P. and
constitute confidential information. Except as discussed below, any requests for access to our
working papers will be discussed with you prior to making them available to requesting parties.
The workpapers forthis engagement will be retained for a minimum of three years afterthe date the
auditors' report is issued or for any additional period requested by the entity. If we are aware that a
federal and 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
workpapers.
Our Firm, as well as all other major accounting firms, participates in a "peer review" program,
covering our audit and accounting practices. This program requires that once every three years we
subject our quality assurance practices to an examination by another accounting firm. As part of the
process, the other firm will review a sample of our work. It is possible that the work we perform for
you may be selected by the other firm for their review. If it is, they are bound by professional
standards to keep all information confidential. If you object to having the work we do for you
reviewed by our peer reviewer, please notify us in writing.
USE OF THIRD PARTY SERVICE PROVIDERS
The firm may from time to time, and depending on the circumstances, use third-party service
providers in searing your account. We may share confidential information about you with these
service providers, but remain committed to maintaining the confidentiality and security of our
information, Accordingly, we maintain internal policies, procedures and safeguards to protect the
confidentiality of your personal information. In addition, we will secure confidentiality agreements
with all service providers to maintain the confidentiality of your information and we will take
reasonable precautions to determine that they have appropriate procedures in place to prevent the
unauthorized release of your confidential information to others. In the event that we are unable to
secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to
the sharing of your confidential information with the third-party service provider. Furthermore, the
firm will remain responsible for the work provided by any such third-party service providers.
SUBPOENAS
In the event we are requested or authorized by you or required by government regulation, subpoena,
or other legal process to produce our working papers or our personnel as witnesses with respect to
our engagement for you, you will, so long as we are not a party to the proceeding in which the
information is sought, reimburse us for our professional time and expense, as well as the fees and
expenses of our counsel, incurred in responding to such a request.
OTHER MATTERS
If any dispute, controversy or claim arises in connection with the performance or breach of this
agreement, either party may, on written notice to the other party, request that the matter be
mediated. Such mediation would be conducted by a mediator appointed by and pursuant to the rules
of the American Arbitration Association (AAA) or such other neutral facilitator acceptable to both
parties. Both parties would exert their best efforts to discuss with each other in good faith their
respective positions in an attempt to finally resolve such dispute, controversy, or claim.
Client and accountant both agree that any dispute over fees charged by the accountant to the client
will be submitted for resolution by arbitration in accordance with the Rules for Professional
Accounting and Related Services Disputes of the AAA. Any award rendered by the Arbitrator
pursuant to this Agreement may be filed and entered and shall be enforceable in the Superior Court
of the County in which the arbitration proceeds. In agreeing to arbitration, we both acknowledge that,
in event of a dispute over fees charged by the accountant, each of us is giving up the right to have
the dispute decided in a court of law before a judge or jury and instead we are accepting the use of
arbitration for resolution.
The prevailing party shall be entitled to an award of reasonable attorneys' fees and costs incurred in
connection with the arbitration of the dispute in an amount to be determined by the arbitrator.
If the foregoing is in accordance with your understanding, please sign this letter in the space
provided and return it to us. If you have any questions, please feel free to give me a call at 9.19-782-
1040.
Very truly yours,
CHERRY, BEKAERT & HOLLAND, L.L.P.
Eddie T. Burke, CPA
Partner
Enclosure
RESPONSE:
This le er
By: `f ~'
Title: l
ing of the entity.
SS ~ ~~~-~-^~~
Irt.ECEIVED
LGG?os (Itev. tnRaosl CONTRACT TO AUDIT ACCOUNTS MAY ~ ~ 2006
Flle la rrlpgmta. of Orange County Spottspltx
°avcmntattal unit ~0(~GOMMISSIONENI
Oa this 3rd dtty of April 2006 Cherry, Bekaen & Holland, L.L.P..
262fi Glenwood Avenue, Suite 300, Raleigh, North Carol(na 27608 Auditor
Mailing Address
hereinnt4er referred to as
the Auditor, nail the County Cormaissioners of Orange County . heminnfler referred
Gavtmtiag Hone! Govtmm~ema) Unit
to its thn Governmcnntl Unit, agree as follows:
I. The Auditorshnll nadir all stetemcnts nail disclosutd rcgtdrcd by generally accepted accounting principles and additional requited
legal statemcnLa gad diselosurcs of all iunda and/or divisions aC the Govetnmrnml Unit for the penal beginning
December 16 _ _____. 2005 .and ending )aae]o Zoos .The, rnamgemem's tOseussion nail analysis,
Wort-major eomhiding, and intOvidual fund stntcments and sebcdults shall bo subjected to dre atulidag prtradtttee applied is dre
audit oCdre basic financial stattmtrnts and nn opinion will be tendered in rclodon ro (as npplimble) the governmental activities, the
business-type aciivities, dre aggregate d'ucrcatly presented component units, each major govcmtnenral sad enterprise toad, and dre
aggregme remaining fund information (nonmajor govemrtnt and enterprise funds, the internal service fund type, and the fiduciary
focal types).
2. At a minimum, the Auditor shall conduct his audit card render l:is rcpan is asxordanee with gcncrrlly accepted auditing stnndnrds.
7be Audior shall perform the audit in nccsudaoce wtlh Government Auditirta Standards if required by the State Single Audit
Implamrntation Acl, as codified in G.S. 159-3~F. If requited by OMH Circular A-133 and the State Single Audit Implemrntstion
Asst, the auditor shall perform a Single Audit.
3. TLIs carnnct cantemplater an unqualified nplulon being rendered If financial statemenLS ate not prepared in amonlanee with
generally aaepted acroundng principle {GAAP), or the slalements fail to include ali disclosures required by GAAP, explain drat
depnnurc from GAAP in the space below:
None
4. This rantrrrrt eontenrplwes an rmqualifred opirdnn being rendered The audh shall include such tests of the neeswotiag rcrords mid
such other nutOdag procaltrres as are ronsitlered by the Auditor to be nece®ry in the circumstances. day Unrltarronr or
resMeNons to srnpe a IJrh xw1J lend !n n gnal~eotfou should be~u!!y erplulneJ lrr an attachment ro this eunrrart. The audit will
nova as :rope limitntinas except: N/A
5. If this audit rngagamrnt fs subject to the standards for atufit as deUned in Qovemment Auditing Standards, issued by the
Comptroller Gertetnl of the United States, rhea dre Awlitor warroats by accepting this ea}pgetttent that he/she has met the
taquircmmts far a par review gad condnuiog education u spccifted is Cinverrrment Audidne StandnrrLs. The Auditor agrees to
provide a ropy of their most meant-peer rtwiew report to the Governmeaml Uait gad the Secretary of the Losntl Government
Commissitra nrL'or. to the extxudon oFtbe audit oontrocL (See Item 20.)
6. tt u agreed that time is of the essrnce in this commit. All gsulits arc m be performed mtd the rnpnrt ofnuditsubmiued by
October 3 I 2006
7. It in agreed that generally aoeepted auditing standnrtls include a revinv of the Govrmmtmml Unit's system of internal tmnwl nail
acrouatiag its same relates to accountabil3ry of funds and odhercnex to budget and Isw requirements applirnble thereto; that the
Author will mdse a written report, tvhich may of may not be a part of the tvrinm report of audio to tits Governing Board sawing
forth his findings, together with his rccommandadotu for improvamen6 T'hnt written report must include all matters defined as
"reportable rondidons° in AU 325 of the AICPA Profesiorml 3tandnnls. The Auditor shill file a cogv of that rcroB th the
SecreMarv oCth I.nwl Gsrvemmcnl Commission.
S. All local government gad public authority contracLS for otmua! or speein[ audits, booldcecping or other assismnce necessary to
prepare the Unit's records for nudiy financial statement prcparotion, any finance-related investigations, or any other oudit•relgtal
work in the State of North Carolina regstirc the approval of the Secremry aC the Local Government Commission. Invoice far
services rrndered under there eontmets shall not be tmid by the Governmental Unh strttil the invniea has_been annroveil by the
Secretary of rho Ltrtal Government Corranisai°a i'tlris also includes apy pmec~s biliinas t All invoices should he submitted in
triplicate Io the Secretary of the Local Government Commission. The origirml gad one rnpy will be returned to the Auditor.
Approval is oat requital on contracts and invoitxs for system imptvoemrnts Wad similar smices of anon-auditing ttruure.
9. In tonsidsxndon of the sndsfasnory performance of the provisions of this agrcamrny the OovemntenWl Unit shall pay to the
Auditor, upon approval by the Secretary of the Local Government Commission, the followioa fee which ineludee any cost t}re
Auditor may incur from work paper or peer reviews to any other quality assumrtsx program raquicerl by third partial (Federal nail
State grantor gad oversight agrncie or other organizations) as required undo the Federal and Stara Siag[e Audit Acts:
Aadit B°dPRP°r`a°nohhefinandalsfmtments•S17,SW
10. After campledng his ntrdit, the Auditor shill submit to the Governing Hoard a written report of audit Thu rcpon shall include, nt
least, Management's D'uwssian and Analysis, the financial smtamtmis of the govemmernal unit and all of ics component units and
notes dtcteto prcpaterl ip accanlnnsm with generally accepted nceoundng principles, wmbiaing and supplemrmnry ioformntioa
raqursled Isy the client err required for full diselasurc under the law, and Ina Auditor s opinion an dre mntaial preserved. Thr
Auditor shalt furnish the required number oC copies of the report of audit to the Governing 9aard as soon as pmctieal alto the
close of the accounting period.
I1. The Auditor shall file with the Local Goverttmem Commission two ropier of the report of audit, inclnding one ropy of the
Cederrl Dam Collection Form, if a federal single audit is rondueted In addition, it the North Cnrotina Office of the State Audiwr
designates certain progrntna to be audited as major programs, a one pope ttnneroutul documem and a teprcsenmdon letter addressed
to the State Audiwr shall be submitted to the Loco! Ciovemment Commission.
Two copies of the report of audit should be submitted if the audh is performed only under dte provisions of the State Single Audit
Implementation Act or a fiaanciai audit is requited to be ptaiormed in accordance with t3ovemmrnt Au~j(jpe Standards.
Otherwise, one ropy shall be submitted Capim aithc report shall be filed with the Local Government Commission when (or prior
toy submitting the invoitx for the services rcndttred All copies of the report submitted muse be bound The report of audit, as filed
with the Secretary of the Loarl Govemmrnt Commission, beetmta a matter of public record Car irtspectian and review in the
offices oC the Secretary by wry iaterested prudes. Any subsequent revisions to these reports must be seat to the Seerewry of the
Lacnl Govcmatrnt Commission. These audikd fmaneinl swtemrnts are used i4 the prtpamdun of gffitial Smtemtmt5 far debt
offerings, 6y muniripal bond rating services, nod to fulfill serondary market disclosure rcquircmrnts of the Seadties and
Exchange Commission.
12. Should rircumstantrs d'udoud by die audit tail Far a mom detailed investigoaon by the Auditor rhea necessary under oalinary
citcumswaca, the Auditor shall infomt the Governing Board in writing of the need for such ttddidottai invesdgedon anti !fie
addittenal rotnpensation required therefore. Upon approval by die Secretary of the foal Government Commission, this agreement
may be varied or changed to include the iacreosed trne and/or rotapensadan as may be agreed upon by this Governing Hoard and
ehc Auditor.
13. !Can approved anttnct Heads to be varied or changed for any reason, the change must be induced m writing, signed by both
parties, ptarudited if necessary, aad~ submitted to the Secretary of the Local Govetmnrnt Commission for approwl. No chenae
shall be effective unless spgigved by the Sexretarv of the Loal Government Commission the ~°_F!i!I!1>~e Based. end the Auditor.
14. Whenever die Auditor uses rn engogcmrot letter with the client, Item IS may 6e completed 6y referencing the engagement letter
rnd attaching o copy of the eagagemrnt letter to the rontran to incorporate the rngogement letter inb the contract Ia ease of
roaflia betwern the leans of the engngrraent Inner and the trmtu of this romroct, .tire terms of this rontmct will control.
Engagement lestter calms ata deemed to be void unless the conflicting terms of this crnttnet rates specifunlly deleted in item 21 of
this contract Engagement !alters eorttaining iadrnttrificatiop clauses will not Ire approved by the Cereal Government Commission.
15. There arc no sperial provisiot>, except:
See attached engagement letter.
16. A separate troatmet ough Id_not he made for ach division to be audited or sport to be submitted. A separate ronuact must ha
executed for e'acb componem unh which is a 1oa1 govematrnt and for which a ta:pamte audit report is issued
17. The ctmtract shook! be extxtmd rnd submitted ' i e'to the Secretory of the Local Gavtmtmrnt Commission, 325 Norih
Salisbury Sheet, Raleigh. Nartlt Carolina 27603-1385.
18. Upon approval, the original txmmtx will he returned to the Gtrvernmenml Unit, n copy will be forwarded to the Auditor, and n
copy retained by the Secretary of the Loal Government Commission. The audit should not be started before the rontmet is
aonroved
19. There me ao other agreements between the parties hereto and na other ogrcetnents resiativa hereto tlwt shall be enforcarbk unless
rnte[esd iota in acrordancc with the prttarthuc gel out herein and approved by Ute Secretary of the Coal l3avernment Cottmdssion.
20. iCthis audit rngagtnnrnt is not aubjcd a S1R~~lnyN Auditing Senndnrds rhea Item 5 shalt be listed as n deleted provision is Item
21. An exphmedon taus! be given for deleting this provision.
21. Ail of the above paragraphs am underswod and shall apply to this agreement, except the following nutnbercd patngmphs ahaU be
deleted: (sec Item 14.) N/A
Cherry, Bekaert & Iiallarld, L.L.P.
(Place type or prim soma)
(Sigm of nulhotized audit firm representative)
Dote ~ ` ~ `' 4
Approved 6y the Secrewry of the Laval l;ovenmeru
Cooun[ssioo u provided in Article 7, Chapter 159 of the
Gennal Stawtn err Article 31, Pon 3, Chapter I ISC of the
General Stomta.
~~'~~~~ EDMUNncn~~
For flu Secre i xnl G~onunissiori
Date ~ tgn rc g gh
(Chairpetsoa of Awut Committee (plmsa type err print camel
(Signatures of Audit Cammincc Chairperson)
Data
(ICunit don not have as Durst ammdnee, this section ahwld he
marked •N/A.7
TMs instrument has hear preoudited is the manna required by The
Local Gwerontent Budgd and Foarl t.antml Act or try the School
$ud~ge/r aaa Fiscal enrnrnl act/'
' Gavernmco Urdt Fioetxe Officer (Place typo or print Hama)
s Sigaatttte) ~~
Date
(P eaudit C dfiate must he dated.)
Hy
~~ GU~riCinel''3O11 LLP
Certified Public ArcountanL 6 Can~ulianb
October 21, 2004
To the Partners of
Cherry Bekaert & Holland L.L.P.
and the Center for Public Company Audit Finns Peer Review Committee
F;ECEIVED
MAY 2 ~ 2006
O.AL GOVERNMENT
~;OMMISSIOP!
We have reviewed the system of quality control for the accounting and auditing practice of
Cherry Bekaert & Holland L.L.P. (the firm) applicable to non-Sec issuers in effect for the year
ended April 30, 2004 and have issued our report thereon dated October 21, 2004. The matters
described below were not considered to be of sufficient significance to affect the opinion
expressed in that report, which should be read in conjunction with this letter.
Engagement Performance
Finding -The firm's quality control policies and procedures require the completion of a
financial statement disclosure checklist for its full disclosure engagements. However, on several
engagements reviewed we noted inappropriate answers on the Checklists in the areas of
investments and debt disclosures. As a result, several financial statements did not disclose all the
disclosures required by generally accepted accounting principles for these two items. None of
the missing disclosures were of such significance to cause the financial statements to be
misleading.
Recommendation -The .firm should carefully review the proper use of i#s financial statement
disclosure checklist as part of the final financial statement review. In addition, a training session
should be held to review the questions on the checklist with regard to investments and debt
disclosures and establish procedures for resolving issues when questions about such disclosures
arise.
Finding -The firn~'s audit programs outline steps for performing and documenting audit
procedures far determining fair value of investments, reliance on SAS 70 Type II letters,
determining reporting entities and component units, and reviewing budgetary versus actual
information. However, our review disciosed several instances where the fum's working papers
did not include documentation for these areas. Through discussion with engagement personnel,
we were able to satisfy ourselves that the procedures were performed but not adequately
documented.
lntrrioclien Durinert Purl{
3'70 /xterluelen Burrlrtnrd, Suite 3OU
!l roan Feld, Colur~dn 8003!
rrl: 3Q3A6C.SB2?
faa:303.4GG.9797 ~~ a
www.cliftoncpa.com 013 ices in i-I stares :rod \~r:rshing:un, DC ® , Intcrn~tional
Recommendation -The firm should remind all professionals of the matters to be considered
when documenting procedures performed in the above areas. The firm should consider
conducting a training session to highlight the documentation matters noted during the review.
Finally the firm should monitor the adequacy of audit documentation through increased emphasis
by the reviewers of audit engagements in the above areas.
Finding -The firm's quality control policies and procedures require that representation letters
refer to uncorrected adjustments and that a schedule of such adjustments be attached to the
representation letters. We found several instances in which the representation letter did not
address uncorrected adjustments or the schedule attached contained incorrect amounts. These
instances did not result in any financial statement misstatements.
Recwr:mendatio~t - We recommend that the firm re-emphasize its policies and procedures
concerning reference to uncorrected adjustments and hold a training session to review such
procedures. In addition, alI reviewers should more closely monitor representation letters and the
schedules attached to such letters for uncorrected adjustments.
G am.-..~,~, L L ~
RECEI`JED
MAC ~ ~ 2006
~..OCAL GOVEF:NMENT
COMMISS IOM
November S, 2004
Center for Public Company Audit Firms Peer Review Committee
American institute of Certified Public Accountants
Practice Monitoring Department
Harborside Financial Center
201 Plaza Three
Jersey City, New Jersey
This letter represents our response to the letter of comments issued in
connection with our firm's peer review fior the year ended April 30, 2004, and
should be read in conjunction with that letter.
The Firm will issue communications to all professionals to focus their attention on
the matters noted in the peer review. In addition, these matters will be the focus
of training sessions to be conducted in the near future. The items noted during
the peer review will also be given emphasis in the design and delivery of future
professional development programs at appropriate levels.
The communications and training described above will emphasize (i} accurate
completion and review of our financial statement disclosure checklists,
particularly in the areas of investment and debt disclosure requirements, (ii)
documentation requirements related to procedures perfomned, results of such
procedures, and conclusions reached, particularly in the areas of determining fair
values of investments, reliance on SAS 70 Type Il letters, determining reporting
entities and component units, and reviewing budgetary versus actual information,
and (iii} compliance with the requirements to obtain management's
representations regarding uncorrected financial statement adjustments.
~~~ ~~,~d!~~P
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