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3.1.4. County shall compensate Contractor no more often than monthly for
<br />Contractor's service. No payment shall be made in the month services are
<br />rendered unless otherwise approved by County.
<br />3.2. In the event Contractor fails to perform any substantial obligation under this
<br />Agreement and said failure has not been cured, County may, upon written notice,
<br />withhold all monies due and payable to Contractor, without penalty, until such
<br />failure to perform is cured or otherwise adjudicated.
<br />4. Compliance with Applicable Law. At all times during the term of this Agreement,
<br />Contractor shall comply with all applicable federal, state, and local laws, regulations, and
<br />rules, including but not limited to, nondiscrimination laws and regulations.
<br />5. Confidentiality. Contractor, its employees, subcontractors, and their employees shall
<br />maintain the confidentiality of all information provided by County or acquired by
<br />Contractor in performance of this Agreement, except upon the prior written consent of
<br />Walla Walla County Prosecuting Attorney, or an order entered by a court after having
<br />acquired jurisdiction over County. Contractor shall immediately give to County notice of
<br />any judicial proceeding seeking disclosure of such information. Contractor shall
<br />indemnify and hold harmless County, its officials, agents or employees from all loss or
<br />expense, including, but not limited to settlements, judgments, setoffs, attorneys' fees and
<br />costs resulting from Contractor's breach of this provision. The parties to this Agreement
<br />shall comply with applicable Federal and State laws and regulations governing privacy,
<br />confidentiality or security of patient information, including without limitation Chapter
<br />70.02 RCW, Medical Records -Health Care Information Access and Disclosure; Chapter
<br />42.17 RCW, Disclosure -Campaign Finances -Lobbying -Records; and the Health
<br />Insurance Portability and Accountability Act, including but not limited to the "HIP AA
<br />Privacy Rule," 45 CFR Parts 160 and 164.
<br />6. Conflict of Interest. Contractor shall, in all matters concerning this Agreement, avoid
<br />any actions that may constitute a conflict of interest.
<br />7. Debarment Certification. Contractor certifies that neither it nor its principals are
<br />presently debarred, suspended, proposed for debarment, declared ineligible, or
<br />voluntarily excluded from participating in transactions by any Federal department or
<br />agency.
<br />8. Disputes. Except in the event of a dispute arising from County's decision to terminate
<br />this Agreement for default, County and Contractor agree to first attempt resolution of
<br />disputes informally, by a mutually negotiated process.
<br />9. Entire Agreement. This Agreement, including all documents incorporated by reference,
<br />contains all terms and conditions agreed upon by the parties. No other understandings or
<br />representations, oral or otherwise, regarding the subject matter of the Agreement shall be
<br />deemed to exist or bind the parties.
<br />10. Execution and Amendment. This Agreement shall be binding on the parties only upon
<br />execution by authorized representatives of County and Contractor. This Agreement may
<br />be altered only by a written amendment executed by authorized representatives of County
<br />and Contractor.
<br />11. Financial Certification. Within 60 days of the execution of the Contract, Contractor
<br />shall submit to the County, Contractor Certification Documentation form including the
<br />Contractor status as Non-Profit, Corporation, Governmental, Individual or Other Entity.
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