‘Standard Agreement Form for Professional Services ‘Tha par’ cerract compris he Sti Agremant Form owl a referenced Artis ad th nso Appa Aaa Cava tan [Esa osis-131 Hospital Adminstration Services en Far crane i Rast Baas laa wsoo7274 1113050 errs ban he a TA [sD [ae Heath & Social Services Alaska Poychiati instnate (APN) rere na Sat 2 [ease Welpath Recovery Sotions, LLC rst onc ete as Sela 7 a 1283 Murfreasboro Rd, Sut 500 ashe ™ sar le ARTICLES. Aopen: Appar fared ot crt ar tha coer pro [ARTICLES Pred cPecconance: Th pote et potarca i cont es fr Phase en Ebay 8 2049 an nds une 3, a8 Prov bg ony, 249 tog 8,220 ARTICLE, Conlin: ‘41, ti corbin ce crac’ paromance unc te cnn ah epee Stat Pe, Ss ay contact em ats een! $000,000.01 mde a Dr our Pase us ccctbaser noses poem [Raaor oreo Saves ein pala |_ A —— oA Tied er Fircone | adam Cram i Pewa raat ae Siwshe Fie ‘Abert, Wall Commisioner Deputy Commissioner, DHSS ‘NOTICE Tis Soa Wel wil ged by tad econo nO 6 los oom pen 11gos19-132 A01-WelPoh Hospite Adminstration Serees ‘Appendix A. General Provisions Arle 1. Deitions. 1LL_ inthis contrat and appendices, "Prec Director” or "Ageney Head!” ot “Procurement Officer means the person whe signs this contract on behalf the Requesting Agency and inedes a secertor or authored representative 1.2. "State Contracting Agere” means the department fo which thi contrat isto be performed andfor which the Commisionec or Authorized Caignee acted in signing ths contract [Al 2. lnspectons and Reports. 21. The department may spect the manner and reasonable times It considers appropriate al the contractor's cities and activi under thi contr. 22. The contrator shal make popes and other reports inthe manna and tthe times the department resonable, ‘Atle 3, Disputes. ithe contractor has 2 cm arking in connection withthe contract that cant resolve with the State by mut agreement, shall pus the dim, al In accordance with the provisions of AS 36.30 620632. ‘Artie 4. Equal Employment Opportuy. ‘41 The eontraror may nt dsrininate against ny employe o applicant or employment because of rac, regan, ol, national on or because of ge sabi, sex, marta status, changes in marl staus, pregnancy or parenthood when the reasonable demands ofthe postlons) do at requ ditincton onthe bal of ge, lab, ex, nara sat, ‘changes in marl status, pregancy, or parenthood. The cntactoc shal ake affrmative ation to nse thatthe appleant are considered fr eployment and that employees ae vested during employment without unaware to ‘heir race, oor, region natienal og, ancestry sity, age, sex, marta stats, changes in matal tatu, pregnancy ‘or parenthood. This action mut include, but ned nt be lnted to, he flowing: employment, upgrading, dematon, Utanse, ecultment or recrutment advertising aye or termination, ats of pay rather forms of compensation, and selection for aig including apprenticeship. The contractor shal postin conspicuous places, wvodabl to employees and applicants for employment, neties setting out the provisions of ths paragraph 442. Thecontractor shall state, nal sletations or advertisement fr employes to workon State of lak contrat bs, that Inlsan equal opportunity empoyer and that allqualfied applicants wil esiva consderation fr employment without regard trace, eign, cle, atonal arg age, bit, sx, marital stato, changes In mal tats, pregnancy oF parenthood 443. The contractor shall send to eich labor union or representative of workers with which the contractrhas a callcthe bargaining agreement or othe contractor understanding a notice advising the abe union or workers compensation representative of te contract's commitments under ths ate and post copies of the notice n conspicuous places _valabe tal employees andappiants for employment. 444 The contactor shal nclue the provsons ofthat in ever contrac, and ahalreque the nchsion ofthese provsonsin every contract entered into by any of ts subcontractor, 2 thot those provision wil be binding upon each Subcontractor. For the purpose of incuding hate provion nay contact or subcontract, ss requed by ths conse, “contractr” and "subcontractor" may be changed to reflect appropiatly the name or designation ofthe partes othe contact or subcontract. 445. Thecontoctor shal ooperatefuly with Stat efforts whlch sek to enforce State ani Federal laws prohibiting tsziminaton, and with all aver Stat efforts to enfore State and Federals elated ofr employment pects under Uiscontact, cn prompt eam with al requests ane drecoons fom te sate Commission or Muon Nght oa is ofices or agents relating te prevention of ascrmnatory employe practices. 446 Ful cooperation in paragraph 5 inudes, but snot imitedt, being a witness in any proceeding hwohing questions of ‘unlawful crimination thats requested by an official or ageney ofthe Sate of Alaska; perting employes ofthe “ontractor tobe witnesses o complainants n any proceeding involving questions of nial dscimination thats, requested by any offical er ageney ofthe State of lata parbipating m meetings: submitting prod repr on ‘he ‘equal employment aspect of presenta future employment; assisting Inspection ofthe contractor’ facies anc promptly complying with al tate directives considered essential by any office or agency ofthe Sat of Alas to rere ‘compliance wth al federal and Stat laws, regulations, and polices pertaining tothe pevention of acriminatory ‘employment practices 447. Faure perorm under this ail constitutes a material beech of contrac. Poge 202406:9.131 01 - Welbon Hospital Admintotion Services Arle 5. Termination. ‘The Project Director, by written natce, may terminates contrac, in whole ori part fo good cause, provided frst gives the Contractor writen noice ofthe facts alleged to constitute good cause an affords the contractor a reasonable opportunity to cure, ‘which shall not be less than 30 dys any ever. Each party shalhave the ght to terminate this contract upon 160 dys advance writen notice tothe other. Inthe absence ofa breach of contract by the contractor, the State shale lable ony fr payment in azordance wth te payment provisions of ths ‘contrac for services rendered before the effective dateat termination, [Atl 6. No Assignment or Delegation. ‘The contactor may not assgn or legate this contract, or any part of oF any right to any the money to be paid under it except ‘th dhe writen consent ofthe Project Oettr andthe Agen Head. [Atle 7. No Adtonal Work or Matera. No im for addtional services, not specially provided in this contrac, performed or furshed bythe contractor, wil be allowed, nor may the contractor do any work or furs ny material not covered by the contrat uness he workor material ordered in ‘iting by the Project Decor an approved bythe Agency Head. Ante 8. Independent Contractor. ‘he contractor and any agens and employes ofthe cowractor act ian independent capasty and arena officers or employees or agents ofthe Stat nthe performance of this contract. Arties. Payment of Taxes. ‘Asa contin of performance ofthis conzat, the cont ator hal pay al federal, tte, and lca taxes ncred by the contractor and shall require their payment by any Subcontract or any other ecto in the performance ofthis conract. Stsfatory performance ofthis paragraph 3 contin precedertto payment bythe State under this contrat ‘ticle 10. Ownership of Documents xcept as maybe subject olga prvlge or otherwise protected by appliabe lw, al desies drawings specication, notes, artwork, and other work developed by the contractor pec and exclusively for use ia the performance of thi aprement re ‘roduced for hire ad remain the sle propery ofthe Sate of Alaska and may be used by the Sate for anyother purpore without ‘detiona compensation tothe contactor. The contrac agrees otto assert an rights and not to etal any lim ander the design patent or copyright laws. Nevertheless, fhe cortractor does mark such documents witha tatementsogesting they oe trademarked, copyrighted, otherwise protected against the State's unencumbered use or distBution, the contractor agres that this paragraph supersedes any such statement and veneer toi, The contractor, fra perio of tines years afer al payment under tis contrat, agrees to furnish and provide acest aleetained materials the request ofthe Projet Director, Unless others directed by the Project Oxector, the contractor may retaln cope fal the materia Article 13. Governing Law Forum Selection. “This contacts governed by thelws ofthe State of Alaska, To the extent not atherwie governed by Atle 3 ofthis Append, any lam concerning this contrac shall be brought onlin the Superior Court ofthe tate of Alaska snd ot elsewhere oniractor speccaly acknowledges and agres tht, aang other things, provisos in any documents seks to append hereto ‘hat purport to (1) wale the State of Alaska’s Sovran immunity, 2) Impose ndernifieaton obaatons onthe State of lsh, oF {2m aby ofthe contractor for acs of contractor negigonce ae expressly superseded by thi contrat anda vod Artie 13. Offidls Not to Bena. Contractor must compl wth al aplcabl feral or tte ows regulating ethical conduc of publ oficers and employes. Article 14. Covenant Against Contingent Fees "he contractor warrens tat no person o agency has ben employed o retained to soli or secre this contract upon a0 sereerent or understanding for 3 commision, percentage, brokerage or contingent fe except employees or agencies maltalned Page 321