2012-009 Finance - Maximus to In-Direct Cost Plan

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~Or2-c~o~1 ~~op~ AGREEMENT TO PROVIDE PROFESSIONAL CONSULTING SERVICES THIS AGREEMENT is entered into this ~~ day o , 2012, by and between MAXIMUS Consulting Services, Inc., a wholly owned su sidiary of MAXIMUS, Inc. (hereinafter "Consultant"), and Orange County, North Carolina (hereinafter "Client"). The parties hereto, in consideration of mutual promises and covenants, agree as follows: (1) Scope of Services. Consultant shall perform in a professional manner the services as detailed in Exhibit A, incorporated herein by reference as if fully set forth as part of this Agreement. (2) Term. This Agreement shall be in full force and effect for the term as stated in Exhibit A. (3) Compensation. Client shall pay Consultant a fee for services rendered as set forth in Exhibit B, incorporated herein by reference as if fully set forth as part of this Agreement. (4) Termination. Upon Consultant's material breach, Client may terminate this Agreement upon thirty (30) days prior written notice to Consultant wherein Client shall specify the nature of the default and the effective termination date. Upon such notice, Consultant shall be entitled to the opportunity to cure any such default prior to the effective date of termination. Client may terminate this Agreement for any reason upon sixty (60) days prior written notice to Consultant. Client shall reimburse Consultant for all reasonable costs incurred by Consultant due to such early termination. Upon termination for whatever reason and regardless of the nature of the default (if any), Client agrees to pay Consultant in full for all goods and/or services provided to, and accepted by, Client under this Agreement, or any amendment thereto, as of the effective date of the Agreement. In no event shall the making of any payment to Consultant constitute or be construed as a waiver by Client or shall in no way impair or prejudice any right or remedy available to Client. (5) Services and Materials to be Furnished by Client. Consultant shall provide guidance to Client in determining the data required. The Client guarantees the accuracy and completeness of the data it provides the Consultant. The Client acknowledges and agrees that Consultant shall be entitled to rely upon the accuracy and completeness of the data provided by the Client to perform the work under this contract and the Consultant shall not be liable for any missed or lost revenue associated with, or related to, the services provided pursuant to this Agreement. Consultant's aggregate liability arising from this Agreement shall be limited to a refund of the fees paid for the services, regardless of the basis of the claim.