Agenda - 08-18-2009 - 6a - Laserfiche WebLink

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i ~- ~~ contractors, as the case may be, may be joined as parties defendant in any such lawsuit and shall be responsible for their own defense and any judgments rendered against them in a court of law. Nothing herein shall prohibit any of the parties to this Agreement from joining the remaining parties hereto as defendants in lawsuits filed by third parties. 8.3 Hold Harmless. SHP agrees to indemnify and hold harmless the County, its agents, servants and employees from and against any and all claims, actions, lawsuits, damages, judgments or liabilities of any kind whatsoever arising out of the operation and maintenance of the aforesaid program of health care services conducted by SHP, it being the express understanding of the parties hereto that SHP shall provide the actual health care services. The Sheriff shall promp#ly notify SHP of any incident, claim or lawsuit of which the Sheriff becomes aware and shall fully cooperate in the defense of such claim, but SHP shall retain sole control of the defense while the action is pending, to the exten# allowed 6y law. County does hereby agree to indemnify and hold harmless SHP, ifs agents, servants, employees and medical staff from and against any and afl injuries, claims, actions, lawsuits, damages, judgments or (iabilities of any kind whatsoever arising out of the operation of the facility and the negligence of the Sheriff, the County or their employees and agents, to the extent authorized and permitted by law. ARTICLE IX: MISCELLANEOUS. 9.1 Independent Contractor Status. The parties acknowledge that SHP is an independent contractor engaged to provide medical care to inmates at the Jail under the direction of SHP management. The parties acknowledge that SHP employees and/or independent contractors must comply with all federal, state and local laws, rules and regulations as well as jail policies and procedures relating to inmates. Violation of any policies, procedures, rules or regulations will be enforced to the full extent of the law or policy. Nothing in this Agreement is intended nor shall be construed to create an agency relationship, an employer/employee relationship, or a joint venture relationship between the parties. 9.2 Assignmen# and Subcontracting. SHP shall not assign this Agreement to any other corporation without the express written consent of County which consent shall not be unreasonably withheld. Any such assignment or subcontract shall include the obligations contained in this Agreement. Any assignment or subcontract shall not relieve SHP of its independent obligation to provide the services and be bound by the requirements of this Agreement. 9.3 Notice. Unless otherwise provided herein, all notices or other communications required or permitted to be given under this Agreement shall be in