2009-019 Finance - McGladrey & Pullen

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Orange County, North Carolina March 16, 2009 Page 5 C From time to time and depending upon the circumstances, we may use third-party service providers to assist us in providing professional services to you. In such circumstances, it may be necessary for us to disclose confidential client information to them. We enter into confidentiality agreements with all third-party service providers and we are satisfied that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. If circumstances arise relating to the conditions of your records, the availability of appropriate audit evidence, or indications of a significant risk of material misstatement of the financial statements because of error, fraudulent financial reporting, misappropriation of assets, or noncompliance which in our professional judgment prevent us from completing the audit or forming an opinion, we retain the unilateral right to take any course of action permitted by professional standards, including declining to express an opinion or issue a report, or withdrawal from the engagement. You have informed us that you intend to prepare a comprehensive annual financial report ("CAFR°) and submit it for evaluation by the Government Finance Officers Association's Certificate of Achievement for Excellence in Financial Reporting Program. Our participation in the review of the CAFR is to consist of having the financial statement report reviewed by a person who is also a reviewer for the GFOA Certificate Program and have him involved in the resolution of any accounting or reporting questions that arise during the engagement. We will assist in drafting the County's financial statements and preparation of schedules of property tax receivables for the Towns of Chapel Hill, Carrboro and Hillsborough, all of which are reviewed and approved by management. The draft and schedules are the responsibility of management. The two overarching principles of the independence standards of the Government Auditing Standards issued by the Comptroller General of the United States provide that management is responsible for the substantive outcomes of the work, and therefore, has a responsibility and is able to make any informed judgment on the results of the services described above. Accordingly, the County agrees to the following: Mr. Gary Humphreys, Financial Services Director, will be accountable and responsible for overseeing the draft of the County's financial statements and preparation of schedules of property tax receivables for the Towns of Chapel Hill, Carrboro and Hillsborough. The County will establish and monitor the performance of the draft of the County's financial statements and preparation of schedules of property tax receivables for the Towns of Chapel Hill, Carrboro and Hillsborough to ensure that they meet management's objectives. The County will make any decisions that involve management functions related to the draft of the County's financial statements and preparation of schedules of property tax receivables for the Towns of Chapel Hill, Carrboro and Hillsborough and will accept full responsibility for such decisions. The County will evaluate the adequacy of services performed and any findings that result. This letter together with form LGC-205 Contracf to Audit Accounts constitutes the complete and exclusive statement of agreement between McGladrey & Pullen, LLP and The Orange County, North Carolina, superseding all proposals oral or written and all other communication, with respect to the terms of the engagement between the parties.