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4.4.6 Subcontractors. Axis shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein. 4.5 Remedies. In addition to any other remedies City may have if Axis fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Axis's breach: • Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement; • Order Axis to stop work under this Agreement or withhold any payment that becomes due to Axis hereunder, or both stop work and withhold any payment, until Axis demonstrates compliance with the requirements hereof; and/or • Terminate this Agreement. Section 5. INDEMNIFICATION AND AXIS'S RESPONSIBILITIES. Refer to the attached Exhibit B, which is incorporated herein and made a part of this Agreement. Section 6. STATUS OF AXIS. 6.1 Relationship of Parties. Nothing contained in this Agreement shall be construed as creating the relationship of employer and employee or principal and agent between City and Axis or Axis's agents or employees, and Axis shall at all times be wholly responsible for the manner in which it or its agents, or both, perform under this Agreement. . 6.2 Axis Not an Agent. Except as City may specify in writing, Axis shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Axis shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever. Section 7. LEGAL REQUIREMENTS. 7.1 Governing Law. The laws of the State of California shall govern this Agreement. 7.2 Compliance with Applicable Laws. Axis and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Axis's failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract. Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 7 of 13