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(11) Consultant Liability if Audited. Consultant will assume all financial and <br />statistical information provided to Consultant by Client employees or <br />representatives is accurate and complete. Any subsequent disallowance of <br />funds paid to Client under the claim(s) for whatever reason is the sole <br />responsibility of Client. Consultant shall, upon notice of audit, make work papers <br />and other records available to the State auditors. <br />(12) Notices. Any notices, bills, invoices, or reports required by this Agreement <br />shall be sufficient if sent by the parties in the United States mail, postage paid, to <br />the address noted below: <br />Orange County Finance Department <br />208 South Cameron Street <br />Post Office Box 8181 <br />Hillsborough, NC 27278 <br />Phone - (919) 245-2450 <br />Fax - (919) 644-3324 <br />Nelson Clugston <br />MAXIMUS Consulting Services, Inc. <br />1100 Logger Court, Suite D-100 <br />Raleigh, NC 27609 <br />(804) 323-3535 <br />(804) 323-3536 <br />nelsonclugston@maximus.com <br />Such notice shall be deemed delivered five (5) days after deposit in the U.S. <br />mailbox. <br />(13) Changes. The terms of this Agreement may be changed via a mutually <br />executed written instrument. <br />(14) Miscellaneous. <br />a. Nothing in this Agreement gives, is intended to give, or shall be <br />construed to give or provide, any right or benefit, whether directly or indirectly or <br />otherwise, to third persons. <br />b. The parties intend that Consultant, in performing the services <br />specified in this Agreement shall act as an independent contractor and shall have <br />full control of the work and the manner in which it is performed. Consultant and <br />Consultant's employees are not to be considered agents or employees of Client <br />for any purpose <br />c. Should any part, term, portion, section or provision of this <br />Agreement be decided finally to be in conflict with law or otherwise be <br />unenforceable or ineffectual, the remaining parts, terms, portions, sections or <br />provisions shall be deemed severable and shall remain in full force and effect. <br />3 <br />