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8 <br />June 4, 1998 <br />The Board of County Commissioners <br />Page 5 <br />Management's Responsibility <br />The general purpose financial statements are the responsibility of management. In this regard, <br />management has the responsibility for, among other things, establishing and maintaining <br />effective internal control over financial reporting, for properly recording transactions in the <br />accounting records, for making appropriate accounting estimates, for safeguarding assets, for <br />the overall accuracy of the general purpose financial statements and their conformity with <br />generally accepted accounting principles, and for making all financial records and related <br />information available to us. Management is also responsible for compliance with laws, <br />regulations, contracts, and grants and for establishing and maintaining effective internal <br />control to ensure such compliance with those requirements applicable to its activities. We will <br />advise you about accounting principles and their application and will assist in the preparation <br />of your general purpose financial statements, but the responsibility for the general purpose <br />financial statements remains with you. <br />We will make specific inquiries of management about the representations embodied' in the <br />general purpose financial statements. As part of our audit procedures, we will request that <br />management provide us with a representation letter acknowledging management's <br />responsibility for the preparation of the general purpose financial statements and for <br />compliance with laws and regulations applicable to federal award programs, and confirming <br />certain representations made to us during our audit. The responses to those inquiries and <br />related written representations of management required by generally accepted auditing <br />standards are part of the evidential matter that we will rely on as auditors in forming our <br />opinion on the County's general purpose financial statements. Because of the importance of <br />management's representations, the County agrees to release and indemnify Deloitte & Touche <br />LLP and its personnel from all claims, liabilities and expenses relating to our services under <br />this engagement letter attributable to any misrepresentation by management. <br />If the County intends to publish or otherwise reproduce in any document our report on the <br />County's general purpose financial statements, or otherwise make reference to Deloitte & <br />Touche LLP in a document that contains other information in addition to the audited general <br />purpose financial statements (e.g., in a debt or equity offering circular or in a private placement <br />memorandum), the County agrees that prior to making any such use of our report, or reference <br />to Deloitte & Touche LLP, Orange County management will provide us with a draft of the <br />document to read and obtain our approval for the inclusion or incorporation by reference of our <br />report, or the reference to Deloitte & Touche LLP, in such document before the document is <br />printed and distributed. The inclusion or incorporation by reference of our report in any such <br />