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<br />Mr. Yamamoto <br />September 2, 2009 <br />Page 2 <br /> <br />In the event a lawsuit is filed against the City, you should note that litigation is, by <br />definition, an adversary process and we do not have complete control over the course of a case <br />(or how opposing counselor other parties will act). Furthermore, the Firm is unable to predict <br />with any degree of accuracy what this matter (or any litigation) will cost or whether this matter <br />can be settled or otherwise resolved on terms that are acceptable to you. <br /> <br />2. Limitation on Scope of Engagement <br /> <br />The Firm's engagement is expressly limited, as set forth above under "Scope of <br />Engagement," unless the City and the Firm expressly agree otherwise. The City is the Firm's <br />only client in this matter, and the Firm will not represent anyone else in this engagement without <br />the City's consent in a separate letter agreement. You may from time to time ask the Firm to <br />perform additional or other services for the City beyond the engagement described above. If you <br />do request such services, the Firm may need to clear potential conflicts of interest, and we may <br />need to enter into a separate engagement letter for the new matter. If the Firm does undertake <br />additional or other services and does not ask the City to sign a new engagement letter, this letter <br />agreement will apply. Our engagement may be terminated by either one of us upon notice to the <br />other, subject to any applicable Rules of Professional Conduct. The City may terminate this <br />agreement at any time provided, however, if litigation has been commenced and the Firm has <br />appeared in such action, the City will first need to substitute new counsel into the case as counsel <br />of record. <br /> <br />This engagement expressly excludes counseling or representation with respect to any tax <br />advice, securities law or bankruptcy issues. These issues are specialized matters and require that <br />the City obtain separate counsel. The Firm of course is happy to work with other counsel you <br />may choose on these issues should the need arise. The City mayor may not have insurance that <br />could provide a defense and/or indemnity for certain aspects of matters in which the City is or <br />may become involved. If you have not already done so, you may wish to discuss with the City's <br />risk manager or insurance broker or agent whether the City may have any insurance policy that <br />may provide some coverage. <br /> <br />3. Clients' Duties <br /> <br />The City (and it employees, consultants and elected officials) agree to be truthful with the <br />Firm, to keep it informed of developments, to abide by this Agreement, to pay all fees and costs, <br />including Costs, Disbursements and Litigation Expenses ("COSTS" defined below), if any, <br />immediately upon presentation of an invoice, but in no event later than 10 days after <br />presentation. You and the City further agree to provide promptly any and all information <br />requested by the Firm, and to cooperate fully (including in the defense of any action that the <br />Firm is engaged to handle), including but not limited to answering truthfully any interrogatories <br />propounded by other parties, appearing at depositions, and appearing and cooperating with <br />counsel at any other important proceeding during the course of the litigation, including attending <br />one or more mediation sessions and one or more days of trial. Further, the City agrees not to <br />alter or destroy any documents, electronic or otherwise, or any other property that may have a <br />