CALIFORNIA, STATE OF - FRANCHISE TAX BOARD

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State of California City of Santa Ana Franchise Tax Board Agreement# 107503 12. DISPUTE RESOLUTION: In the event of a dispute, the City (or County) shall file a "Notice of Dispute" with FTB's Chief Financial Officer within ten (10) days of discovery of the problem. Within ten (10) days, FTB's Chief Financial Officer, or their designee, shall meet with the City (or County) Designee for purposes of resolving the dispute. The decision of the Chief Financial Officer shall be final. 13. EXECUTIVE ORDER N-6-22 RUSSIA SANCTIONS: On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (the EO) regarding Economic Sanctions against Russia and Russian entities and individuals. "Economic Sanctions" refers to sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. The EO directs state agencies to terminate Agreements with, and to refrain from entering any new Agreements with, individuals or entities that are determined to be a target of Economic Sanctions. Accordingly, should the State determine Contractor is a target of Economic Sanctions or is conducting prohibited transactions with sanctioned individuals or entities, that shall be grounds for termination of this agreement. The State shall provide Contractor advance written notice of such termination, allowing Contractor at least 30 calendar days to provide a written response. Termination shall be at the sole discretion of the State. 14. ORDER OF PRECEDENCE: In the event of any inconsistency between the articles, attachments, specifications or provisions which constitute this Agreement, the following order of precedence shall apply: a. State's General Terms and Conditions (GTC 04/2017), or State's General Terms and Conditions for Interagency Agreements (GIA— 11/2022), whichever is listed on the face of the Standard Agreement (STD 213) or Purchase Order; b. Standard Agreement (STD 213), Purchase Order, and any amendments thereto; c. Scope of Work, including any specifications incorporated by reference herein; d. these Special Terms and Conditions; and e. all other attachments or exhibits incorporated in the Agreement or listed by reference. 15. LIMITED WARRANTY: Neither party represents or warrants the accuracy or content of the material available through this Agreement, nor each expressly disclaims any express or implied warranty, including any implied warranty of fitness for a specific purpose. 16. CANCELLATION: The State may exercise its option to terminate the Contract at any time with thirty (30) calendar days' prior written notice. In the event of such termination, the State shall pay all amounts due to the Contractor for all services accepted prior to date of notification of termination. Either party may terminate this Agreement, in writing for any reason, upon thirty (30) days' prior written notice. This Agreement may be terminated immediately by either party in the event of any breach of the terms of this Agreement. 17. NO THIRD PARTY LIABILITY: Nothing contained in or related to this agreement shall create any contractual relationship between either of the Parties and any other party, except between FTB and the City (or Page 8 of 13 Pica/ices/1 rla+c nR n7 rime.