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io <br />notify the County in writing. SHP shall also notify the County, in writing, of any <br />reduction in policy amounts or cancellation of insurance coverage. SHP shall provide a <br />certificate of insurance evidencing the above policy levels and shall name the Sheriff <br />and County as an additional insured. <br />8.2 Lawsuits Against the County. In the event that any lawsuit (whether <br />frivolous or otherwise) is filed against the County, its elected officials, employees and <br />agents based on or containing any allegations concerning medical care of inmates and <br />the performance of SHP's employees, agents, subcontractors or assignees, the parties <br />agree that SHP, its employees, agents, subcontractors, assignees or independent <br />contractors, as the case may be, may be joined as parties defendant in any such <br />lawsuit and shall be responsible for their own defense and any judgments rendered <br />against them. <br />Nothing herein shall prohibit any of the parties to this Agreement from joining the <br />remaining parties hereto as defendants in lawsuits filed by third parties. <br />8.3 Hold Harmless. SHP agrees to indemnify, defend (including but not <br />limited to attorney fees), and hold harmless. the .County, its agents, servants and <br />__ <br />employees from any and all claims, actions, lawsuits, damages, judgments or liabilities _ <br />- of any-kind whatsoever arising-out-of the-operation and-maintenance of the aforesaid - <br />program of health care services conducted by SHP, it being the express uriderstanding <br />of the parties hereto that SHP shall provide the actual health care services as defined <br />herein. The County shall immediately notify SHP of any incident, claim or lawsuit of <br />which the County becomes aware and shall fully cooperate in the defense of such <br />claim, but SHP shall retain sole control of the defense while the action is pending. <br />ARTICLE XI: MISCELLANEOUS. <br />9.1 Independent Contractor Status. The parties acknowledge that SHP is an <br />independent contractor engaged to provide medical care to inmates at the Cabarrus <br />County Jail under the direction of SHP management. Nothing in this Agreement is <br />intended nor shall be construed to create an agency relationship, an <br />employer/employee relationship, or a joint venture relationship between the parties. <br />9.2 Assignment and Subcontracting. SHP shall not assign this .Agreement to <br />any other corporation without the express written consent of County which consent shall <br />not be unreasonably withheld. Any such assignment or subcontract shall include the <br />obligations contained in this Agreement. Any assignment or subcontract shall not <br />relieve SHP of its independent obligation to provide the services and be bound by the <br />requirements of this Agreement. <br />-~ <br />