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<br /> IX. Corrective Action
<br /> If the County determines that a breach of contract has occurred, that is, the Contractor has
<br /> failed to comply with any terms or conditions of this Contract or the Contractor has failed to
<br /> provide in any manner the work or services agreed to herein, and if the County deems said
<br /> breach to warrant corrective action, the following sequential procedure will apply:
<br /> A. The County will notify the Contractor in writing of the nature of the breach;
<br /> The Contractor shall respond in writing within ten working days of its receipt of such
<br /> notification, which response shall indicate the steps being taken to correct the specified
<br /> deficiencies. The corrective action plan shall specify the proposed completion date for
<br /> bringing the Contract into compliance, which date shall not be more 30 days from the date
<br /> of the Contractor's response, unless the County, at its sole discretion, specifies in writing
<br /> an extension in the number of days to complete the corrective actions;
<br /> B. The County will notify the Contractor in writing of the County's determination as to the
<br /> sufficiency of the Contractor's corrective action plan. The determination of sufficiency of
<br /> the Contractor's corrective action plan shall be at the sole discretion of the County;
<br /> C. In the event that the Contractor does not respond within the appropriate time with a
<br /> corrective action plan, or the Contractor's corrective action plan is determined by the
<br /> County to be insufficient, the County may commence termination or suspension of this
<br /> Contract in whole or in part pursuant to Section II.C.;
<br /> D. In addition, the County may withhold any payment owed the Contractor or prohibit the
<br /> Contractor from incurring additional obligations of funds until the County is satisfied that
<br /> corrective action has been taken or completed; and
<br /> E. Nothing herein shall be deemed to affect or waive any rights the parties may have
<br /> pursuant to Section Il., Subsections B, C, D, and E.
<br /> X. Dispute Resolution
<br /> The parties shall use their best, good-faith efforts to cooperatively resolve disputes and
<br /> problems that arise in connection with this Contract. Both parties will make a good faith effort to
<br /> continue without delay to carry out their respective responsibilities under this Contract while
<br /> attempting to resolve the dispute under this section.
<br /> XI. Hold Harmless and Indemnification
<br /> A. In providing services under this Contract, the Contractor is an independent Contractor,
<br /> and neither it nor its officers, agents, or employees are employees of the County for any
<br /> purpose. The Contractor shall be responsible for all federal and/or state tax, industrial
<br /> insurance, and Social Security liability that may result from the performance of and
<br /> compensation for these services and shall make no claim of career service or civil service
<br /> rights which may accrue to a County employee under state or local law.
<br /> The County assumes no responsibility for the payment of any compensation, wages,
<br /> benefits, or taxes, by, or on behalf of the Contractor, its employees, and/or others by
<br /> reason of this Contract. The Contractor shall protect, indemnify, defend and save
<br /> harmless the County, its officers, agents, and employees from and against any and all
<br /> claims, costs, and/or losses whatsoever occurring or resulting from (1) the Contractor's
<br /> failure to pay any such compensation, wages, benefits, or taxes, and/or (2) the supplying
<br /> to the Contractor of work, services, materials, or supplies by Contractor employees or
<br /> other suppliers in connection with or support of the performance of this Contract.
<br /> B. The Contractor further agrees that it is financially responsible for and will repay the
<br /> County all indicated amounts following an audit exception which occurs due to the
<br /> negligence, intentional act, and/or failure, for any reason, to comply with the terms of this
<br /> City of Tukwila Page 5 of 10 2017/2018 Contract-6041770
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