1999 S Audit Contract for Fiscal Year Ending June 30, 1999

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April 26, 1999 Orange County,North Carolina Page 5 Management's Responsibility The general purpose financial statements are the responsibility of management. In this regard, management has the responsibility for, among other things,establishing and maintaining effective internal control over financial reporting, identifying and ensuring compliance with laws, regulations, contracts and grants and establishing and maintaining effective internal control to assure such compliance with those requirements applicable to its activities for properly recording transactions in the accounting records, for making appropriate accounting estimates, for safeguarding assets, for the overall accuracy of the financial statements and their conformity with generally accepted accounting principles and for making all financial records and related information available to us. In addition,management is responsible for implementing the requirements of any applicable Government Accounting Standards Board ("GASB") Statements effective this fiscal year. We will advise you about accounting principles and their application and will assist in the preparation of your general purpose financial statements, but the responsibility for the general purpose financial statements remains with you. We will make specific inquiries of management about the representations embodied in the general purpose financial statements. As part of our audit procedures, we will request that management provide us with a representation letter acknowledging management's responsibility for the preparation of the general purpose financial statements and for compliance with laws and regulations applicable to federal and state award programs, and confirming certain representations made to us during our audit. The responses to those inquiries and related written representations of management required by generally accepted auditing standards are part of the evidential matter that we will rely on as auditors in forming our opinion on the County's general purpose financial statements. Because of the importance of management's representations,the County agrees to release and indemnify Deloitte& Touche LLP and its personnel from all claims, liabilities and expenses relating to our services under this engagement letter attributable to any misrepresentation by management. If the County intends to publish or otherwise reproduce in any document our report on the County's general purpose financial statements, or otherwise make reference to Deloitte& Touche LLP in a document that contains other information in addition to the audited financial statements(e.g., in a debt or equity offering circular or in a private placement memorandum), the County agrees that prior to making any such use of our report,or reference to Deloitte& Touche LLP, Orange County management will provide us with a draft of the document to read and obtain our approval for the inclusion or incorporation by reference of our report,or the