Specifications

19. INDEMNITY
The Seller shall indemnify, defend, and hold and save the Buyer, its elected and appointed officers, agents,
and employees harmless from any and all claims, demands, suits, or liability of any nature, kind, or character,
including costs, expenses, and attorney’s fees. The Seller shall be responsible under this clause for any and all
legal actions or claims of any character resulting from injuries, death, economic loss, damages, violation of
statutes, ordinances, constitutions, or other laws, rules, or regulations, contractual claims, or any other kind of
loss, tangible or intangible, sustained by any person, or property arising from Seller, or Seller’s officers,
agents, employees, partners, attorneys, suppliers, and subcontractor’s performance or failure to perform this
agreement in any way whatsoever. This defense and indemnification responsibility includes claims alleging acts
or omissions by the Buyer or its agents, which are said to have contributed to the losses, failure, violations, or
damage. However, Seller shall not be responsible for any damages or claim arising from the sole negligence or
willful misconduct of the Buyer, its agents, or employees.
20. OFFSETTING ACCOUNTS
Buyer may offset against the price of this Supply and Purchase Contract the amounts of any obligations of
Seller to Buyer, whether arising out of this or any other project.
21. TERMINATION
Buyer has the absolute right to terminate or suspend Work under this Contract by written notice to Seller.
Such termination or suspension may be made in whole or in part and shall be at the sole discretion of the
Buyer, may be done at any time and may be for any reason. Notice of termination or suspension may specify
the schedule or manner and other conditions of the termination or suspension and Seller shall comply with
therewith. In such event, Seller shall be entitled to payment for the Work performed up to the time of such
termination or suspension in accordance with the terms of this Contract, including such expenditures as in the
judgment of the Buyer are necessarily incurred by Seller in the orderly termination or suspension of its Work
as prescribed in the notice.
22. KEY PERSONNEL
To the extent that Key Personnel are specified for the performance of this Contract, such Key Personnel are
considered to be essential t such performance. Prior to diverting any of the specified individuals to other
programs, Seller shall notify Buyer not less than ten (10) days in advance and gain approval of Buyer. Seller
shall submit justification (including proposed substitutions) in sufficient detail to permit evaluation. No
substitutions or deviations shall be made by the Seller without the written consent of the Buyer.
23. ATTORNEY’S FEES
In the event of litigation arising out of this Contract, or performance or interpretation thereof, the court will
award attorney fees pursuant to the Rule 82 of the Alaska Rules of Civil Procedure.
24. JURISDICTION AND CHOICE OF LAW
Any civil action arising from this Supply and Purchase Contract shall be brought in the Superior Court for the
Third Judicial District of the state of Alaska at Palmer or in the Federal District Court for the State of Alaska in
Anchorage. The law of the state of Alaska shall govern the rights and obligations of the parties.
25. NON-WAIVER
The failure of the Buyer at any time to enforce a provision of this Contract shall in no way constitute a waiver
of the provisions, no in any way effect the validity of this contract or any part thereof, or the right of the Buyer
thereafter to enforce each and every protection hereof.