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reimburse Axis for any otherwise reimbursable expenses incurred during the extension period. 8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties. 8.4 Assignment and Subcontracting. City and Axis recognize and agree that this Agreement contemplates personal performance by Axis and is based upon a determination of Axis's unique personal competence, experience, and specialized personal knowledge. Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Axis. Axis may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator. Axis shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator. 8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Axis shall survive the termination of this Agreement. Section 9. KEEPING AND STATUS OF RECORDS. 9.1 Records Created as Part of Axis's Performance. During the term of this Agreement, Axis shall permit representatives of City, at all reasonable times, to have access to, examine, and make copies, at City's expense, of Grantee's books, records, and documents relating to this Agreement, in accordance with applicable law. 9.2 Axis's Books and Records. Axis shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Axis to this Agreement. 9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Axis to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement. Section 10. MISCELLANEOUS PROVISIONS. 10.1 Attorneys' Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys' fees in addition to any other relief to which Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Page 9 of 13