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22. Binding Effect: No Third-Party Beneficiaries. This Agreement and the rights and obligations hereunder shall be binding upon and shall inure to the benefit of the Parties and their legal successors and permitted assigns. Except as otherwise provided in Section 1 and 2 above, nothing in this Agreement, expressed or implied, is intended to confer upon any person or entity, other than the Parties And their legal successors and permitted assigns, any rights, benefits, or obligations. 23. Compliance with Gramm-Leach-BlilevAct. Notwithstanding the foregoing, nothing herein shall require either Party to violate Title V of the Gramm-Leach-Bliley Act (the "Act") or any regulation promulgated thereunder with respect to the privacy of the customers of any financial institution. 24. Organization and Qualification. The Parties represent and warrant to each other that each Party is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, is duly qualified and in good standing as a foreign entity in every state in which the character of its business requires such qualification (except where the failure to obtain such foreign qualification would not have a material adverse effect on City's business) and has the power to own its property and carry on its business as now conducted. 25. Due Authorization. The execution and delivery by the Parties of this Agreement, the performance by the Parties of the transactions contemplated hereby and compliance by the Parties with the terms of this Agreement, (a) are within the Parties' power and authority; and, (b) have been duly authorized by all necessary action. This Agreement has been duly executed and delivered by the Parties and constitutes a valid and binding agreement of each Party, enforceable in accordance with its terms. 26. Consents. Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify the other Party fully, including reasonable costs and attorney's fees, for any injuries or damages to that Party in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 27. Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, but all of which shall constitute one, and the same, document. Date. IN WITNESS WHEREOF, the Parties have caused this Distribution Agreement to be executed and effective as of the Effective CITY OF SANTA ANA By: Print Name: Paul M. Walters Title: __City Manager __________ Address: Clerk of the Council 20 Civic Center Plaza (-30) Santa Ana, CA 92702 Date: CARDFLEX, INC By: Name: Title: Date: Recommended for Approval: Francisco Gutierrez, Ex Dir FMSA 25154-18