CALIFORNIA, STATE OF, FRANCHISE TAX BOARD (2)

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City of Santa Ana EXHIBIT D SPECIAL TERMS AND CONDITIONS (continued) Agreement # C1400229 11. SAFEGUARD REVIEW QUESTIONNAIRE AND REVIEW: Prior to sending data to the City, FTS requires the City to submit a Safeguard Review Questionnaire certifying the protection and confidentiality of FTB data. The FTB retains the right to conduct an on-site safeguard review of the City. The City will be provided a minimum of seven (7) days' notice prior to an on-site safeguard review being conducted by the FTB Disclosure Office. The on-site safeguard review will examine the adequacy of information security controls established by the City in compliance with the confidentiality requirements pursuant to this Agreement. The City will take appropriate disciplinary actions against any user determined to have violated security or confidentiality requirements. 12. LIMITED WARRANTY: Neither party warrants or represents the accuracy or content of the material available through this Agreement, and each expressly disclaims any express or implied warranty, including any implied warranty of fitness for a specific purpose. 13. CANCELLATION: Either party may terminate this Agreement, in writing for any reason, upon thirty (30) days' prior written notice. This Agreement may be terminated by either party in the event of any breach of the terms of this Agreement. Both parties agree that in the event of a breach of the terms of this Agreement, it shall destroy all records and any databases created, copies made, or files attributed to the records received. The records shall be destructed in a manner to be deemed unusable or unreadable and to the extent that an individual record can no longer be reasonably ascertained, upon destruction. 14. 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; and no other party shall relieve the City or FTB of its responsibilities and obligations hereunder. Each of the parties agrees to be fully responsible for the acts and omissions of its third party contractors and agents, and of persons either directly or indirectly employed by the party. Neither of the parties shall have any obligation to pay, or to see to the payment of, any monies to any party or persons either directly or indirectly employed by the other.