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<br />AGREEMENT TO PROVIDE <br />PROFESSIONAL CONSULTING SERVICES <br />THIS AGREEMENT is entered into this day of 2009 by and <br />between MAXIMUS Consulting Services, Inc., a wholly owned subsidiary of <br />MAXIMUS, Inc. (hereinafter "Consultant"), and Orange County, North Carolina <br />(hereinafter "Client"). The parties hereto, in consideration of mutual promises <br />and covenants, agree as follows: <br />(1) Scope of Services. Consultant shall perform in a professional manner the <br />services as detailed in Exhibit A, incorporated herein by reference as if fully set <br />forth as part of this Agreement. <br />(2) Term. This Agreement shall be in full force and effect for the term as <br />stated in Exhibit A. <br />(3) Compensation. Client shall pay Consultant a fee for services rendered as <br />set forth in Exhibit B, incorporated herein by reference as if fully set forth as part <br />of this Agreement. <br />(4) Termination. Upon Consultant's material breach, Client may terminate <br />this Agreement upon thirty (30) days prior written notice to Consultant wherein <br />Client shall specify the nature of the default and the effective termination date. <br />Upon such notice, Consultant shall be entitled to the opportunity to cure any such <br />default prior to the effective date of termination. <br />Client may terminate this Agreement for any reason upon sixty (60) days prior <br />written notice to Consultant. <br />Upon termination for whatever reason and regardless of the nature of the default <br />(if any), Client agrees to pay Consultant in full for all goods and/or services <br />provided to, and accepted by, Client under this Agreement, or any amendment <br />thereto, as of the effective date of the Agreement. In no event shall the making <br />of any .payment to Consultant constitute or be construed as a waiver by Client or <br />shall in no way impair or prejudice any right or remedy available to Client. <br />(5) Services and Materials to be Furnished by Client. Consultant shall <br />provide guidance to Client in determining the data required. Consultant shall <br />assume without incurring liability therefore that all data so provided is correct and <br />complete. Consultant shall make its best effort to complete the project on a <br />timely basis. Consultant shall not be liable for work that cannot be completed as <br />a result of inadequate data, or data that is provided in an untimely manner. <br />(6) Records and Inspections. Consultant shall maintain full and accurate <br />records with respect to all matters covered under this Agreement for six (6) years <br />after the completion of the Services. During such period, Client shall have the <br />