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

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April 26, 1999 Orange County,North Carolina Page 6 reference to Deloitte&Touche LLP, in such document before the document is printed and distributed. The inclusion or incorporation by reference of our report in any such document would constitute the reissuance of our report and any request by the County to reissue our report or to consent to its inclusion or incorporation by reference in an offering or other document will be considered based on the facts and circumstances existing at the time of such request. The estimated fees outlined herein do not include any services that would need to be performed in connection with any such request to make use of our report, or reference to Deloitte&Touche LLP; fees for such services(and their scope)would be subject to our mutual agreement at such time and would be described in a separate engagement letter. Other Communications Arising From the Audit In connection with the planning and the performance of our audit, generally accepted auditing standards and Government Auditing Standards require that we ensure that certain matters are communicated to management and members of the Board. We will report directly to the members of the Board any fraud of which we become aware that involves senior management, and any fraud (whether caused by senior management or other employees)of which we become aware that causes a material misstatement of the general purpose financial statements. We will report to senior management any fraud perpetrated by lower level employees of which we become aware that does not cause a material misstatement of the general purpose financial statements; however,we will not report such matters directly to the Board, unless otherwise directed by the Board. We will inform the appropriate level of management of the County and ensure that the Board is adequately informed with respect to illegal acts that have been detected or have otherwise come to our attention in the course of our audit, unless the illegal act is clearly inconsequential. If, after determining that the Board has been adequately informed of an illegal act that has been detected or which has otherwise come to our attention in the course of our audit,we conclude that(1)the illegal act has a material effect on the general purpose financial statements; (2) senior management has not taken, and the Board has not caused senior management to take,timely and appropriate remedial actions with respect to the illegal act; and(3)the failure to take appropriate remedial actions is likely to result in a departure from the standard auditors' report or warrant our resignation from the audit engagement,we will directly report our conclusions to the Board and take such actions as are required by state or federal law to report such matters to funding agencies and appropriate legal authorities.