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<br />auditing sandazds; (7) serious difficulties that we encountered in dealing with management related to the <br />performance of the audit; and (8) total fees for management advisory services during the year under audit, <br />including a description of the types of such services rendered. <br />Government Auditing Standards require that we provide you with a copy of our most recent quality control <br />review report. Our October '7, 1998 peer review report accompanies this letter. <br />ACCESS TO WORKING PAPERS <br />The working papers for the engagement are the property of Cherry, Bekaert & Holland, L.L.P. and <br />constitute confidential information. Except as discussed below, any requests for access to our working <br />papers will be discussed with you prior to making them available to requesting parties. <br />The workpapers for this engagement will be retained for a minimum of three yeazs after the date the <br />auditors' report is issued or for any additional period requested by Orange County. If we are awaze that <br />a federal awazding agency, pass-through entity, or auditee is contesting an audit finding, we will contact <br />the pariy(ies) contesting the audit fmding for guidance prior to destroying the workpapers. <br />Our Firm; as well as all other major accounting firms, participates in a `deer review" program, covering <br />our audit and accounting practices. This program requires that once every three yeazs we subject our <br />quality assurance practices to an examination by another accounting firm. As part of the process, the other <br />firm will review a sample of our work. It is possible that the work we perform for you may be selected by <br />the other firm for their review. If it is, they aze bound by professional sandazds to keep all information <br />confidential. If you object to having the work we do for you reviewed by our peer reviewer, please notify <br />us in writing. <br />SUBPOENAS <br />In the event we are requested or authorized by you or required by government regulation, subpoena, or <br />other legal process to produce our working papers or our personnel as witnesses with respect to our <br />engagement for you, you will, so long as we aze not a party to the proceeding in which the information is <br />sought, reimburse us for our professional time and expense, as well as the fees and expenses of our <br />counsel, incurred in responding to such a request. <br />OTHER MATTERS <br />If any dispute, controversy or claim arises in connection with the performance or breach of this agreement, <br />,either party may, on written notice to the other party, request that the matter be mediated. Such mediation <br />would be conducted by a mediator appointed by and pursuant to the Rules of the American Arbitration <br />Association (AAA) or such other neutral facilitator acceptable to bath parties. Both parties would exert <br />their best efforts to discuss with each other in goad faith their respective positions in an attempt to finally <br />resolve such dispute or controversy. <br />If any dispute, controversy, or claim arising out of or in connection with the gerforimance or breach of this <br />agreement cannot be resolved by mediation, then the dispute, controversy, or claim would be settled by <br />arbitration in accordance with the rules of the American Arbitration Association for the Resolution of <br />