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determination that the improper conduct constituted a Level I Breach. The written notice will be delivered to the Subagent in person, by mail, or via email using the current contact information for the Subagent Agreement Manager. The written notice must specify that it is a "Level I Breach" and will include the specific provision(s) of the Agreement that are in breach. The notice may also include specific direction to resolve the breach. The Agent must keep a formal record of the date and subject of the warning, and any corrective action required therewith. (b) LEVEL II BREACH — Formal Corrective Action Agent will issue a Level II Breach when the Agent determines the nature of the breach is significant and/or continual enough to require formal corrective action. Notice of Breach: The written notice of Level II Breach will be issued to the Subagent in a timely manner, but no later than thirty (30) calendar days after the Agent makes the determination that the improper conduct constituted a Level II Breach. The notice will be delivered to the Subagent in person, by mail, or via email using the current contact information for the Subagent Contract Manager. The notice will specify that it is a "Level II Breach" and will include the specific provision(s) of the Agreement that are in breach. The Subagent or the Subagent's Agreement Manager must provide written acknowledgment of receipt within five (5) calendar days of receiving the notification. Subagent Response: Subagent must provide a written response to Agent within fifteen (15) calendar days from the issue date of the Level II notice. Subagent's response must include the action(s) taken (or to be taken) by the Subagent in order to correct and resolve each specified breach. Agent will review the Subagent's response and determine whether the Subagent's actions provide a proper resolution to the breach. Corrective Action: If Agent determines the Subagent's remedy is insufficient, Agent will prescribe its own corrective action plan. Agent will provide written approval of the remedy, or its own corrective action plan, within ten (10) calendar days from receiving Subagent's response. Subagent's failure to respond to a Level II Breach notice, or its non-compliance with the approved remedy or corrective action plan, is grounds for a Level III Breach. When the Agent deems the corrective action complete and each breach is fully cured, Agent will provide written notice of cure to the Subagent. (c) LEVEL III BREACH — Termination for Cause Agent will issue a Level III Breach when the Agent determines the nature of the breach is so severe and/or continual that it constitutes grounds for termination of the Agreement. 1) Level III Breach — Prohibited Activities The following represents a non-inclusive list of prohibited activity and/or behavior that is strictly disallowed and would be cause for a level III Breach as related to Agent and Agent VLRs: • Offering a bribe, accepting a bribe or soliciting a bribe in the course of Agent business. • Charging or soliciting payment of, fees other than those prescribed by law; making "kickbacks" of fees or reimbursement, refunding or not charging fees, or making any economic inducement for the purpose of soliciting or increasing service volume of the Agent. • Receiving, accepting, taking, seeking, soliciting or giving directly or indirectly, anything of economic value, such as a gift, gratuity, favor or incentive to or from any person or organization in relation to the conducting of business and Agent or Subagent business County Agent/Subagent Contract: Version: January 2020 Page 8 of 28 Agent/Subagent Agreement County VLO #VO1904