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EXHIBIT B INDEMNIFICATION Axis shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney's fees and costs and fees of litigation) (collectively, "Liability") of every nature arising out of or in connection with Axis's performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City. Notwithstanding the forgoing, to the extent this Agreement is a "construction contract" as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Axis to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782. The Axis's obligation to defend and indemnify shall not be excused because of the Axis's inability to evaluate Liability or because the Axis evaluates Liability and determines that the Axis is not liable to the claimant. The Axis must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Axis fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Axis under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Axis accepts or rejects the tender of defense, whichever occurs first. Consulting Services Agreement between City of Dublin and April 1, 2021 Axis Community Health for Mental Health Urgent Care Services Pilot Program Exhibit B—Page 1 of 1