2003 S Finance - Cherry, Bekaert & Holland, L.L.P Audit Contract for the June 30, 2003 Fiscal Year

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If any dispute, controversy, or claim arising out of or in connection with the performance or breach of this agreement cannot be resolved by mediation, then the dispute, controversy, or claim would be settled by arbitration in accordance with the rules of the American Arbitration Association (AAA) for the Resolution of Accounting Firm Disputes. The award issued by the arbitration panel may be confirmed in a judgment by any federal or state court of competent jurisdiction. 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, subj ect 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 & 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, our fees will be limited to those set forth below. FEES Our fees for the services described above will be based upon our standard billing practices at the time of the engagement. Our fees will be billed periodically as charges are incurred and are payable on presentation. A service charge will be added to past due accounts equal to 1-1/2%per month (18% annually) on the previous month's balance less payments received during the month, with a minimum charge of $2.00 per month. Based on our contract to audit accounts, the fee will not exceed $64,000. 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. Base Charge -Financial Audit Base Charge -Compliance Audit Charge per Program for Additional Compliance Testing $45,000 19,000 (includes 8 major programs) 2,000