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DocuSign Envelope ID:54B16D7E-C063-4FF1-B6ED-4F40C221096B <br /> Orange County <br /> 200 S. Cameron Street <br /> Hillsborough, North Carolina 27278 <br /> 919.245.2453 <br /> MAXIMUS Consulting Services, Inc. <br /> 808 Moorefield Park Drive, Suite 205 <br /> Richmond,VA 23236 <br /> 804.323.3535 <br /> fsc-operations@maximus.com <br /> Such notice shall be deemed delivered same day if sent via email or 5 days after deposit in the U.S. <br /> mailbox. <br /> 13. Changes. The terms and conditions of this Agreement, including all attached and incorporated <br /> Exhibits,may be changed only by written agreement signed by both parties. <br /> 14. Miscellaneous. <br /> a. if Consultant is requested by Client to produce Consultant deliverables, documents, <br /> records, working papers, or personnel for testimony or interviews with respect to this <br /> Agreement or any services provided hereunder,then Client and Consultant shall execute a <br /> change order or new services agreement for the sole purpose of setting forth any payment <br /> and the terms associated with Consultant's response and related to the reasonable fees of <br /> Consultant in responding. The foregoing does not diminish or negate Consultant's <br /> obligation to negotiate and defend all cost allocation plans and State mandated cost claims <br /> as specifically provided for under the Description of Services contained in Exhibit A. <br /> b. Consultant specifically disclaims all warranties, express or implied, including, but not <br /> limited to,the warranties of merchantability and fitness for a particular purpose. <br /> c. Consultant reserves the right to subcontract the Services. Consultant agrees to notify Client <br /> in writing of any such subcontracts. <br /> d. There are no third-party beneficiaries to this Agreement and nothing in this Agreement <br /> shall be construed to provide any rights or benefits to any third-party. <br /> e. The parties intend that Consultant, in performing the Services specified in this Agreement <br /> shall act as an independent contractor and shall have full control of the work and the manner <br /> in which it is performed. Consultant and its employees are not to be considered agents or <br /> employees of Client for any purpose. <br /> f. In the event that any provision of this Agreement is held to be invalid, illegal or <br /> unenforceable for any reason,this Agreement will continue in full force and effect without <br /> said provision, the validity, legality and enforceability of the remaining provisions shall <br /> not in any way be affected or impaired thereby, and this Agreement will be interpreted to <br /> reflect the original intent of the parties insofar as possible. <br /> g. The titles of the sections, subsections, and paragraphs set forth in this Agreement are <br /> inserted for convenience of reference only and shall be disregarded in construing or <br /> interpreting any of the provisions of this Agreement. <br /> h. This Agreement and any additional or supplementary document or documents incorporated <br /> by specific reference contain all the terms and conditions agreed upon by the parties hereto, <br /> and no other agreements, oral or otherwise,regarding the subject matter of this Agreement <br /> or any part thereof shall have any validity or bind any of the parties hereto. <br /> i. Neither party shall be liable by reason of any failure or delay in the performance of its <br /> obligations on account of strikes, shortages, riots, insurrection, fires, flood, storm, <br /> MAXIMUS Professional Consulting Services Agreement—last updated November 21,2016 <br /> Proprietary&Confidential Page 3 of 6 <br />