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3.5.20 Authority to Enter Agreement. Consultant has all requisite power and <br />authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party <br />warrants that the individuals who have signed this Agreement have the legal power, right, and <br />authority to make this Agreement and bind each respective Party. <br />3.5.21 Counterparts. This Agreement may be signed in counterparts, each of <br />which shall constitute an original. <br />3.6 Subcontracting. <br />3.6.1 Prior Approval Required. Consultant shall not subcontract any portion of <br />the work required by this Agreement, except as expressly stated herein, without prior written <br />approval of City. <br />3.7 Conflicts. <br />Consultant is not aware of any current representation by Consultant that involves interests <br />adverse to those of the City. Consultant will advise the City of any matter that may arise where <br />Consultant believes that its representation involves interests adverse to the City. However, <br />Consultant is not in a position to be aware of all matters or areas affecting the interests of the <br />City. Consultant reserves the right to continue to represent or undertake to represent existing or <br />new clients in any matter that is not substantially related to its work for the City, even if the <br />interests of such clients in those matters may be adverse to those of the City. Consultant would <br />exercise that right, however, only insofar as it has not become privy to confidential information <br />of the City that would be relevant in its representation of another client with interests adverse to <br />those of the City. <br />[SIGNATURES ON NEXT PAGE] <br />10 <br />ORANGE\MCONZELMAN\30985.1 <br />