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3 its attorneys at its expense through its legal counsel. The City will also indemnify and hold and Kramer Workplace Investigations and its attorneys harmless with respect to any judgment entered against it and/or with respect to any and all terms of settlement of any third-party claims relating to the services rendered under this Agreement. This right of defense indemnification, or to be held harmless, shall not extend to any loss, liability, damage, or expense resulting from Kramer Workplace Investigations attorneys’ negligence or other misconduct. In accordance with California Rule of Professional Conduct 3-400, this provision is not intended to apply to any potential professional malpractice action brought by the City against Kramer Workplace Investigations and its attorneys. 10. The City may discharge Kramer Workplace Investigations as its attorney at any time. Kramer Workplace Investigations may withdraw as the attorney in the above-referenced matter for good cause. Good cause includes, but is not limited to, the following: the City’s breach of this Agreement; the City’s failure to pay bills on time; the City’s refusal to cooperate with Kramer Workplace Investigations; the development of an irreconcilable conflict between the City and Kramer Workplace Investigations as to how to conduct the investigation. 11. Nothing in this Agreement and nothing in statements made to the City should be construed as a guarantee or promise about the outcome of the investigation or any phase thereof. 12. Upon conclusion of the investigation, Kramer Workplace Investigations will give you/the City the option to receive our paper file related to this investigation, including interview notes, audio recordings of interviews, and documents provided to us but not attached to the report as an exhibit. If you choose not to receive this file, Kramer Workplace Investigations will maintain the file for five years, after which it will be purged unless Kramer Workplace Investigations is requested to send the file to the City at that time. 13. The City agrees to cooperate with Kramer Workplace Investigations and its attorneys, to keep the assigned attorney informed of developments, to abide by this Agreement, and to ensure that the City pays Kramer Workplace Investigations’ invoices in a timely manner. 14. This engagement letter supersedes all other prior and contemporaneous written and oral agreements and contains the entire agreement between Kramer Workplace Investigations and the City. If any section or portion of these terms is determined by any Court or arbitrator to be illegal or invalid, the validity of the remaining terms shall not be affected and will be given full force and effect. This agreement will take effect when approved by the City of Pleasanton, but its effect will be retroactive to the date Kramer Workplace Investigations first performed services on behalf of the City. Please sign and return a copy of the Acceptance to Kramer Workplace Investigations. If you have any questions about this agreement, please contact Ms. Kramer immediately. Very truly yours, Karen B. Kramer KBK/eg Docusign Envelope ID: 5FA274F4-2302-4412-8B02-4B054396DEE8