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DocuSign Envelope ID: 744F8ADB-CD3C-429C-BA9E-C4FEEC31A417 <br /> AGREEMENT TO PROVIDE <br /> PROFESSIONAL CONSULTING SERVICES <br /> THIS AGREEMENT is entered into this day of , 20 (the <br /> "Effective Date"),by and between MAXIMUS Consulting Services, Inc. ("Consultant"), <br /> and Orange County, North Carolina ("Client"), each of which may be referred to <br /> individually as a"Party", or jointly as the"Parties". In consideration of mutual promises <br /> and covenants, the Parties agree as follows: <br /> (1) Scopc of Services, Consultant shall perform in a professional manner the Services <br /> detailed in Exhibit A. <br /> (2) Term. This Agreement shall commence on the Effective Date and shall remain in <br /> effect until(a) [thirty-six (36) months] thereafter, (b) completion of, and payment in <br /> full for, the Services specified in Exhibit A, or(c) termination in accordance with <br /> Section 4, whichever occurs first. Should the Services not be completed at the <br /> conclusion of the 36 month term, and this Agreement has not been terminated <br /> pursuant to Section 4, the Parties may agree to extend the agreement for a specified <br /> period of time pursuant to an amendment signed by both Parties. <br /> (3) Compensation. Client shall pay Consultant a fee for services rendered as set forth <br /> in Exhibit B, incorporated herein by reference as if fully set forth as part of this <br /> Agreement. <br /> 1 <br /> (4) Termination. <br /> a) Termination for Cause. Upon material breach of the terms of this Agreement, <br /> the non-breaching Party shall provide written notice to the breaching Party <br /> specifying the nature of the default. The breaching Party shall have 30 days (or <br /> such longer period as the Parties may mutually agree upon) from the date of <br /> receipt to cure any such default prior to the effective date of termination, Any <br /> notice of default shall be delivered by certified mail or overnight courier, <br /> b) Termination for Convenience. Either Party may terminate this Agreement <br /> without cause upon 60 days prior written notice to the other. <br /> c) Rights Upon Termination, Upon termination for whatever reason and <br /> regardless of the nature of the default(if any), Client agrees to pay Consultant in <br /> full for all goods and/or services provided to Client under this Agreement, or <br /> any amendment thereto,as of the effective date of termination of the <br /> Agreement. <br /> (S) Services and Materials to be Furnished by Client. Consultant shall provide <br /> guidance to Client in determining the data required. The Client acknowledges and <br /> agrees that Consultant shall be entitled to rely upon the accuracy and completeness <br /> 1 <br /> i <br /> i <br />