2006 S Finance - Audit Contract for the June 30, 2006 Fiscal Year

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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