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13. Termination for Default: <br />lf the KCHN defaults by failing to perform any of the obligations of the Agreement or <br />becomes insolvent or is declared bankrupt or commits any act of bankruptcy or insolvency <br />or makes an assignment for the benefit of creditors, the County may, by depositing written <br />notice to the KCHN in the U.S. mail, postage prepaid, terminate the Agreement, and at the <br />County's option, obtain performance of the work elsewhere. lf the Agreement is terminated <br />for default, the KCHN shall not be entitled to receive any further payments under the <br />Agreement until all work called for has been fully performed. Any extra cost or damage to <br />the County resulting from such default(s) shall be deducted from any money due or coming <br />due to the KCHN, The KCHN shall bear any extra expenses incurred by the County in <br />completing the work, and all damage sustained, or which may be sustained by the County <br />by reason of such default. <br />lf a notice of termination for default has been issued and it is later determined for any reason <br />that the KCHN was not in default, the rights and obligations of the parties shall be the same <br />as if the notice of termination had been issued pursuant to the Termination for Public <br />Conven ience parag raph hereof. <br />14. Termination for Public Convenience: <br />The County may terminate the Agreement in whole or in part whenever the County <br />determines, in its sole discretion that such termination is in the best interests of the County. <br />Whenever the Agreement is terminated in accordance with this paragraph, the KCHN shall <br />be entitled to payment for actual work perflormed at unit contract prices for completed items <br />of work. In the event of such termination, an equitable adjustment shall be made in the <br />compensation payable to KCHN. <br />An equitable adjustment in the contract price for partially completed items of work will be <br />made, but such adjustment shall not include provision for loss of anticipated profit on deleted <br />or uncompleted work. Termination of this Agreement by the County at any time during the <br />term, whether for default or convenience, shall not constitute a breach of contract by the <br />County. <br />15. Defense & lndemnitv Aqreement: <br />The KCHN agrees to and shall defend, indemnify and hold harmless the County, its <br />Additional lnsured's, appointed and elective officers, agents and employees, from and <br />against all loss or expense, including but not limited to judgments, settlements, attorney's <br />fees and costs by reason of any and all claims and demands upon the County, its Additional <br />lnsured's, its elected or appointed officials, agents, or employees for damages because of <br />personal or bodily injury, including death at any time resulting therefrom, sustained by any <br />person or persons and on account of damage to property including loss of use thereof, <br />whether such injury to persons or damage to property is due to the negligence of the KCHN, <br />its sub-KCHNs, its elected officers, employees or their agents, except only such injury or <br />damage as shall have been occasioned by the sole negligence of the County, its Additional <br />lnsured's, appointed or elected officials, agents, or employees. lt is further provided that no <br />Professional Services Agreement <br />Page 6