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Resolution No. 8438M 3 4 5 6 FM 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 8438 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF VERNON APPROVING AND AUTHORIZING THE EXECUTION OF AGREEMENT NO. C2323197 BY AND BETWEEN THE CITY OF VERNON AND THE FRANCHISE TAX BOARD REGARDING THE CITY'S PARTICIPATION IN LOCAL GOVERNMENT SHARING PROGRAM WHEREAS, on October 14, 2001, the California State Legislature enacted AB 63 creating a Local Government Sharing Program permitting the disclosure of limited confidential tax information by the Franchise Tax Board to tax officials of any city for business tax purposes only and requiring that the Franchise Tax Board be reimbursed its cost of providing this information to a city; and WHEREAS, on December 16, 2003, the Finance Committee considered the recommendation of Bruce V. Malkenhorst, Director of Finance dated December 11, 2003, that the City of Vernon participate in the Local Government Sharing Program to assist the City in administering its business tax program; and WHEREAS, the cost to participate in the Local Government Sharing Program will be shared among all the cities participating in the Program, with the City of Vernon's allocation to be a sum not to exceed Five Hundred Dollars ($500); and WHEREAS, to implement the City's participation in the Local Government Sharing Program, the Franchise Tax Board is requiring the execution of a Standard Agreement No. C2323197 ("Agreement") which, among other things, requires the City, the City's business tax license department and each of the City's employees who may have access to the confidential data of the Franchise Tax Board, to sign a statement attesting to the fact that he/she is aware of the confidential data and 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 the penalties for unauthorized disclosure and take other appropriate precautions; and WHEREAS, under the terms and conditions of the Agreement, no other City employees, other than the City business license tax employees, may have access to the data provided by the Franchise Tax Board; and WHEREAS, by letter dated April 26, 2004, Bruce V. Malkenhorst, City Administrator/City Clerk, recommended that the City Administrator be authorized to execute the Agreement with the Franchise Tax Board and any other documentation necessary to implement the City's participation in the Local Government Sharing Program. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF VERNON AS FOLLOWS: SECTION 1: The City Council of the City of Vernon hereby finds and determines that the recitals contained hereinabove are true and correct. SECTION 2: The City Council of the City of Vernon hereby approves the Standard Agreement No. C2323197 with the California Franchise Tax Board, a copy of which is attached hereto as Exhibit "A" and made a part hereof. SECTION 3: The City Council of the City of Vernon hereby authorizes the City Administrator to execute said Agreement for, and on behalf of, the City of Vernon. SECTION 4: The City Council of the City of Vernon hereby authorizes and empowers the City Administrator and/or his designee to act as the Project Coordinator and to execute all forms necessary to secure, implement and carry out the purposes specified in the Local Government Sharing Program (AB 63) and to provide information - 2 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 regarding this Program to the Franchise Tax Board, upon request. SECTION 4: The City Council of the City of Vernon hereby directs the City Clerk, or his designee, to send two fully executed Agreements to: Franchise Tax Board Attn. Tracey Mollow, Contract Administrator P. 0. Box 2086, Mail Stop B-27 Rancho Cordova, CA 95741-2086 SECTION 5: The City Clerk of the City of Vernon shall certify to the passage of this resolution, and thereupon and thereafter the same shall be in full force and effect. APPROVED AND ADOPTED this 5th day of May, 2004. LEONIS C. MALBURG, Ma or ATTEST: BRUCE V. MALKENHORST, City Clerk - 3 - 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 STATE OF CALIFORNIA ) )ss COUNTY OF LOS ANGELES ) I, BRUCE V. MALKENHORST, City Clerk of the City of Vernon, do hereby certify that the foregoing Resolution, being Resolution No. 8438, was duly adopted by the City Council of the City of Vernon at a regular meeting of the City Council duly held on Wednesday, May 5, 2004, and thereafter was duly signed by the Mayor of the City of Vernon. (SEAL) BRUCE V. MALKENHORST, City Clerk - 4 - EXHIBIT 0 STATE OF CALIFORNIA STANDARD'AGREEMENT STD 213 (Rev 06/03) AGREEMENT NUMBER C2323197 REGISTRATION NUMBER 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME Franchise Tax Board CONTRACTOR'S NAME City of Vemon 2. The term of this Agreement is: January 1, 2004 through January 31, 2005 3. The maximum amount $ 500.00 of this Agreement is: FIVE HUNDRED AND NO/100 DOLLARS 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. Exhibit A — Scope of Work 1 page Exhibit B — Budget Detail and Payment Provisions 1 page Exhibit C* — General Terms and Conditions GTC304 Exhibit D - Special Terms and Conditions 3 pages Exhibit E — Confidentiality Statement 1 page Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.dgs.ca.gov/contracts IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR California Department of General Services Use Only CONTRACTOR'S NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Vemon BY Authorized Signat DATE SIGNED(Do not type) PRINTED NAME AND TITLE OF PERSON SIGNING Bruce V. Malkenhorst, City Administrator/City Clerk ADDRESS 4305 Santa Fe Avenue Vernon, CA 90058 STATE OF CALIFORNIA AGENCY NAME Franchise Tax Board BY (Authorized Signature) DATE SIGNED(Do not type) .tom ® Exempt per: SCM 404.B.5.b. PRINTED NAME AND TITLE OF PERSON SIGNING Titus S. Toyama, Chief Financial Officer ADDRESS P.O. Box 2086, Rancho Cordova, CA 95741-2086 APPROVED AS TO FORM: Eric T. Fresch, City Attorney City of Vernon Agreement #C2323197 EXHIBIT A SCOPE OF WORK This Agreement is entered into by and between the Franchise Tax Board, herein referred to as (FTB) and the City of Vernon, herein after referred to as the City. 1. FTB will provide to the City the following records obtained from the FTB Taxpayer Information System (TI) and Business Entity Tax System (BETS) files: a. Taxpayer name b. Taxpayer Address c. Taxpayer Social Security Number or Taxpayer Identification Number d. Principal Business Activity Code 2. The records will be extracted from information in the FTB files obtained from the 2003 tax year. 3. The records will be identified by zip codes located within the jurisdictional boundaries of the City. A database of the identified records will be transmitted to the City. 4. Information will be transmitted to the City project coordinator by way of a 3 %2 inch diskette, or CD -Rom. 5. The records will be transmitted to the City no later than January 31, 2005. 6. The project coordinators during the term of this Agreement will be: Franchise Tax Board Robert Bisho Architecture and Data Management Bureau P.O. Box 1468, MS-B-40 Sacramento, CA 95812-1468 Phone: (916) 845-4762 Fax: (916) 845-0412 Franchise Tax Board Business Acquisitions Unit Attention: Tracey Mollow P.O. Box 2086, MS B-27 Rancho Cordova, CA 95741-2086 Phone: (916) 845-5193 Fax: (916) 843-0497 City of Vernon Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Phone: (323) 583-8811 ext. 260 City of Vernon Agreement #C2323197 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISION 1. PAYMENT: The City agrees to pay FTB $500.00 for 2003 data. Upon the receipt of executed agreements, the FTB will invoice the City for its share of the cost for 2003 data. The total cost reimbursable agreement shall not exceed $500.00. 2. INVOICING: FTB shall render an invoice in triplicate to: City of Vernon Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Upon receipt of the agreement executed by the FTB and an accompanying invoice, the City agrees to remit payment of the amount shown on the invoice, within 10 days. GTC 304 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, PCC 10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. 8. INDEPENDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of recycled content, both post consumer waste and secondary waste as defined in the Public Contract Code, Sections 12161 and 12200, in materials, goods, or supplies offered or products used in the performance of this Agreement, regardless of whether the product meets the required recycled product percentage as defined in the Public Contract Code, Sections 12161 and 12200. Contractor may certify that the product contains zero recycled content. (PCC 10233, 10308.5, 10354) 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 304 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS• The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1). "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code. 2). "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: "For any Agreement in excess of $100,000, the contractor acknowledges in accordance with, that: a). The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department." 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. UNION ACTIVITIES For all contracts, except fixed price contracts of $50,000 or less, the Contractor acknowledges that: By signing this agreement Contractor hereby acknowledges the applicability of Government Code Section 16645 through Section 16649 to this agreement and agrees to the following: a) Contractor will not assist, promote or deter union organizing by employees performing work on a state service contract, including a public works contract. b) No state funds received under this agreement will be used to 'assist, promote or deter union organizing. c) Contractor will not, for any business conducted under this agreement, use any state property to hold meetings with employees or supervisors, if the purpose of such meetings is to assist, promote or deter union organizing, unless the state property is equally available to the general public for holding meetings. d) If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no reimbursement from state funds has been sought for these costs, and that Contractor shall provide those records to the Attorney General upon request. S:\ADMU4'6omepage gtc 304 kay.doc City of Vernon Agreement #C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS STATEMENT OF CONFIDENTIALITY: The Franchise Tax Board has tax returns and their data in its custody, which is confidential data. Unauthorized inspection or disclosure of State returns or other confidential data is a misdemeanor (Revenue and Taxation Code Section 19542 and 19542.1, and Government Code Section 90005). The City and each of the City's employees who may have access to the confidential data of the Franchise Tax Board will be required to sign a statement attesting to the fact that he/she is aware of the confidential data and the penalties for unauthorized disclosure thereof. 2. USE OF INFORMATION: The City agrees that the information furnished or secured pursuant to this Agreement shall be used solely for the purposes described by this section. The information obtained shall be used exclusively to administer the city business tax program established by the City. The City further agrees that information obtained under this agreement will not be reproduced, published, sold or released in original or in any other form for any purpose other than identified in this section. 3. EMPLOYEE ACCESS TO INFORMATION: The City agrees that the information obtained will be kept in the strictest confidence and shall make information available to its own employees only on a "need to know" basis. Need to know are those authorized employees who need information to perform their official duties in connection with the uses of the information authorized by this agreement. The parties recognize their mutual responsibilities to protect the confidentiality of the state tax return information as provided by law and ensures such information is disclosed only to those individuals and of such purpose, as authorized by the Revenue and Taxation Code. 4. DISCLOSURE OF CONFIDENTIAL INFORMATION: Any unwarranted disclosure or use of tax return information or any willful unauthorized inspection of the return information is an act punishable as a misdemeanor. Inspection is defined to mean any examination of confidential information. No one other than city business tax license department employees may have access, use, and view or manipulate the data being transmitted to the City under this agreement. The city, in recognizing the confidentiality of State Tax Return information, agrees to take all appropriate precautions to protect from unauthorized disclosure of the confidential information obtained pursuant to this agreement. The City will conduct oversight of its users with access to the confidential information provided under this agreement, and will promptly notify the FTB of any suspected violations of security or confidentiality by its users by contacting the Franchise Tax Board Contact Robert Bisho of the Architecture and Data Management Bureau at (916) 845-4762. City of Vernon Agreement #C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS (continued) 5. NON -IRS INFORMATION: This agreement does not allow for the release of any confidential tax return information in the FTB files that may have been obtained from sources other than the taxpayer. No confidential Federal Tax Return information will be provided to the city. This agreement does not provide for the exchange of confidential federal tax returns or confidential tax return information obtained from the Internal Revenue Service by the FTB. 6. INFORMATION SECURITY: Information security is defined as the preservation of the confidentiality, integrity, availability, authenticity and utility of information. A secure environment is required to protect the confidential information obtained from the FTB pursuant to this Agreement. The City will store information so that it is physically secure from unauthorized access. The records received by the city will be securely maintained and accessible only by employees of the city business tax department who are committed to protect the data from unauthorized access, use or disclosure. 7. DESTRUCTION OF RECORDS: All records received by the agency from FTB and any database created, copies made, or files attributed to the records received will be destructed within one year of receipt. The records shall be destructed in a manner to be deemed unusable or readable and to the extent that an individual record can no longer be reasonable ascertained. Upon destruction of the records, the City will notify FTB of the completed destruction. 8. INDEMNIFICATION: The City agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and. all claims and losses accruing or resulting from any breach of confidentiality by the City and or its employees. 9. SETTLEMENT OF DISPUTES: In the event of a dispute, the City shall file a "Notice of Dispute" with the Assistant Executive Officer, of the Franchise Tax Board within ten (10) days of discovery of the problem. Within ten (10) days the Assistant Executive Officer, or his/her designee shall meet with the City and Project Manager for purposes of resolving the dispute. The decision of the Assistant Executive Officer shall be final. 10. SAFEGUARD AUDITS: The FTB retains the right to conduct on site safeguard review audits to the receiving city. The receiving city will be provided a minimum of seven (7) days notice prior to a safeguard review being conducted by the FTB Disclosure Office. The 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. City of Vernon Agreement #C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS (continued) 11. LIMITED WARRANTY: The FTB does not warrant or represent the accuracy or content of the material available though this agreement, and expressly disclaims any express or implied warranty, including any implied warranty of fitness for a specific purpose. 12. CANCELLATION: The City may terminate this Agreement, in writing to the FTB for any reason, upon thirty days (30) prior written notice. In the event of a voluntary termination, the City agrees it will not be entitled to a refund. This Agreement may be terminated by either party in the event of any breach of the terms of this Agreement. 13. INCIDENT REPORTING: All unauthorized or suspected unauthorized access(es); uses and/or disclosures (incidents) of FTB data shall be reported to the FTB Contact, Robert Bisho of the Architecture and Data Management Bureau immediately upon discovery of the incident. The incident report shall contain the following: date, time, employee name, description of the incident or circumstances, and means of discovery. - The City agrees to submit a completed FTB Security and Disclosure Questionnaire for each confirmed unauthorized access within 10 days of the confirmation of the incident. Upon discovery of any such incident(s), FTB will make the appropriate notification to affected California Resident(s) pursuant to the requirements of Civil Code Section 1798.29. City of Vernon Agreement #C2323197 EXHIBIT E CONFIDENTIALITY STATEMENT State of California Franchise Tax Board Confidential tax return information is protected from disclosure by law, regulation, and policy. Information security is strictly enforced. Violators may be subject to disciplinary, civil, and/or criminal action. Protecting confidential tax return information is in the public's interest, the state's Interest, and the city's interest. A city employee is required to protect the following types of information received from the Franchise Tax Board: • Taxpayer name • Taxpayer address • Taxpayer social security number or taxpayer identification number • Principal business activity code A city employee is required to protect confidential information by: • Accessing or modifying information only for the purpose of performing official duties. • Never accessing or inspecting information for curiosity or personal reasons. • Never showing or discussing confidential information to or with anyone who does not have the need to know. • Placing confidential information only in approved locations. • Never removing confidential information from your work site without authorization. As a city employee, you are required to know whether information is protected. If you have any question regarding whether particular information is confidential, check with your department's project coordinator. Unauthorized inspection, access, use, or disclosure of confidential tax return information is a crime under state laws, including but not limited to Sections 19542 and 19552 of the California Revenue and Taxation Code and Section 502 of the Penal Code. Unauthorized access, inspection, use, or disclosure may result in either or both of the following: • State criminal action • State and/or taxpayer civil action You are reminded that these rules are designed to protect everyone's right to privacy, including your own. I certify that I have read the confidentiality statement printed above. I further certify and understand that unauthorized access, inspection, use, or disclosure of confidential information may be punishable as a crime and may result in disciplinary and/or civil action being taken against me. Name Signature Date SUPPORTING DOCUMENTS r STATH OF CALIFORNIA r•STANDARD AGRE41MIENT STD 213 (Rev 06/03) s f E AGREEMENT NUMBER C2323197 REGISTRATION NUMBER 1. This Agreement is entered into between the State Agency and the Contractor named below: STATE AGENCY'S NAME Franchise Tax Board CONTRACTOR'S NAME City of Vernon 2. The term of this Agreement is: January 1, 2004 through January 31, 2005 3. The maximum amount $ 500.00 of this Agreement is: FIVE HUNDRED AND NO/100 DOLLARS 4. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of the Agreement. Exhibit A = Scope of Work 1 page Exhibit B — Budget Detail and Payment Provisions 1 page Exhibit C* — General Terms and Conditions GTC304 Exhibit D - Special Terms and Conditions 3 pages Exhibit E — Confidentiality Statement 1 page Items shown with an Asterisk (*), are hereby incorporated by reference and made part of this agreement as if attached hereto. These documents can be viewed at www.dgs.ca.gov/contracts IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto. CONTRACTOR CONTRACTOR'S NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Vernon BY (Authorized Signature) DATE SIGNED(Do not type) /'X" I PRINTED NAME AND TITLE OF PERSON SIGNING Bruce V. Malkenhorst, City Administrator/City Clerk ADDRESS 4305 Santa Fe Avenue Vernon, CA 90058 AGENCY NAME Franchise Tax Board. BY (Authorized Signature) STATE OF CALIFORNIA (I not type) PRINTED NAME AND TITLE OF PERSON r II Titus S. Toyama, Chief FinaING Officer ADDRESS P.O. Box 2086, Rancho Cordova, CA 95741-2086 APPROVE S T Eric T. Fresc , City A orney California Department of General Services Use Only ® Exempt per: SCM 404.B.5.b. City of Vernon Agreement #C2323197 EXHIBIT A SCOPE OF WORK This Agreement is entered into by and between the Franchise Tax Board, herein referred to as (FTB) and the City of Vernon, herein after referred to as the City. 1. FTB will provide to the City the following records obtained from the FTB Taxpayer Information System (TI) and Business Entity Tax System (BETS) files: a. Taxpayer name b. Taxpayer Address c. Taxpayer Social Security Number or Taxpayer Identification Number d. Principal Business Activity Code 2. The records will be extracted from information in the FTB files obtained from the 2003 tax year. 3. The records will be identified by zip codes located within the jurisdictional boundaries of the City. A database of the identified records will be transmitted to the City. 4. Information will be transmitted to the City project coordinator by way of a 3'h inch diskette, or CD -Rom. 5. The records will be transmitted to the City no later than January 31, 2005. 6. The project coordinators during the term of this Agreement will be: Franchise Tax Board Robert Bisho Architecture and Data Management Bureau P.O. Box 1468, MS-B-40 Sacramento, CA 95812-1468 Phone: (916) 845-4762 Fax: (916) 845-0412 Franchise Tax Board Business Acquisitions Unit Attention: Tracey Mollow P.O. Box 2086, MS B-27 Rancho Cordova, CA 95741-2086 Phone: (916) 845-5193 Fax: (916) 843-0497 City of Vernon Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Phone: (323) 583-8811 ext. 260 City of Vemon Agreement #C2323197 EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISION 1. PAYMENT: The City agrees to pay FTB $500.00 for 2003 data. Upon the receipt of executed agreements, the FTB will invoice the City for its share of the cost for 2003 data. The total cost reimbursable agreement shall not exceed $500.00. 2. INVOICING: FTB shall render an invoice in triplicate to: City of Vernon Bruce V. Malkenhorst City Administrator/City Clerk 4305 Santa Fe Avenue Vernon, CA 90058 Upon receipt of the agreement executed by the FTB and an accompanying invoice, the City agrees to remit payment of the amount shown on the invoice, within 10 days. GTC 304 EXHIBIT C GENERAL TERMS AND CONDITIONS 1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. Contractor may not commence performance until such approval has been obtained. 2. AMENDMENT: No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties. 3. ASSIGNMENT: This Agreement is not assignable by the Contractor, either in whole or in part, without the consent of the State in the form of a formal written amendment. 4. AUDIT: Contractor agrees that the awarding department, the Department of General Services, the Bureau of State Audits, or their designated representative shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. Contractor agrees to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated. Contractor agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, Contractor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (GC 8546.7, PCC 10115 et seq., CCR Title 2, Section 1896). 5. INDEMNIFICATION: Contractor agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers, and any other person, firm or corporation furnishing or supplying work services, materials, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by Contractor in the performance of this Agreement. 6. DISPUTES: Contractor shall continue with the responsibilities under this Agreement during any dispute. 7. TERMINATION FOR CAUSE: The State may terminate this Agreement and be relieved of any payments should the Contractor fail to perform the requirements of this Agreement at the time and in the manner herein provided. In the event of such termination the State may proceed with the work in any manner deemed proper by the State. All costs to the State shall be deducted from any sum due the Contractor under this Agreement and the balance, if any, shall be paid to the Contractor upon demand. 8. INDEP18NDENT CONTRACTOR: Contractor, and the agents and employees of Contractor, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the State. 9. RECYCLING CERTIFICATION: The Contractor shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of recycled content, both post consumer waste and secondary waste as defined in the Public Contract Code, Sections 12161 and 12200, in materials, goods, or supplies offered or products used in the performance of this Agreement, regardless of whether the product meets the required recycled product percentage as defined in the Public Contract Code, Sections 12161 and 12200. Contractor may certify that the product contains zero recycled content. (PCC 10233, 10308.5, 10354) 10. NON-DISCRIMINATION CLAUSE: During the performance of this Agreement, Contractor and its subcontractors shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (cancer), age (over 40), marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Agreement. 11. CERTIFICATION CLAUSES: The CONTRACTOR CERTIFICATION CLAUSES contained in the document CCC 304 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto. 12. TIMELINESS: Time is of the essence in this Agreement. 13. COMPENSATION: The consideration to be paid Contractor, as provided herein, shall be in compensation for all of Contractor's expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. 14. GOVERNING LAW: This contract is governed by and shall be interpreted in accordance with the laws of the State of California. 15. ANTITRUST CLAIMS: The Contractor by signing this agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the Contractor shall comply with the requirements of the Government Codes Sections set out below. a. The Government Code Chapter on Antitrust claims contains the following definitions: 1). "Public purchase" means a purchase by means of competitive bids of goods, services, or materials by the State or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code. 2). "Public purchasing body" means the State or the subdivision or agency making a public purchase. Government Code Section 4550. b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. Government Code Section 4552. c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery. Government Code Section 4553. d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. See Government Code Section 4554. 16. CHILD SUPPORT COMPLIANCE ACT: "For any Agreement in excess of $100,000, the contractor acknowledges in accordance with, that: a). The contractor recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and b) The contractor, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department." 17. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby. 18. UNION ACTIVITIES For all contracts, except fixed price contracts of $50,000 or less, the Contractor acknowledges that: By signing this agreement Contractor hereby acknowledges the applicability of Government Code Section 16645 through Section 16649 to this agreement and agrees to the following: a) Contractor will not assist, promote or deter union organizing by employees performing work on a state service contract, including a public works contract. b) No state funds received under this agreement will be used to assist, promote or deter union organizing. c) Contractor will not, for any business conducted under this agreement, use any state property to hold meetings with employees or supervisors, if the purpose of such meetings is to assist, promote or deter union organizing, unless the state property is equally available to the general public for holding meetings. d) If Contractor incurs costs, or makes expenditures to assist, promote or deter union organizing, Contractor will maintain records sufficient to show that no reimbursement from state funds has been sought for these costs, and that Contractor shall provide those records to the Attorney General upon request. S:\ADMRftomepage gtc 304 kay.doc City of Vernon Agreement#C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS 1. STATEMENT OF CONFIDENTIALITY: The Franchise Tax Board has tax returns and their data in its custody, which is confidential data. Unauthorized inspection or disclosure of State returns or other confidential data is a misdemeanor (Revenue and Taxation Code Section 19542 and 19542.1, and Government Code Section 90005). The City and each of the City's employees who may have access to the confidential data of the Franchise Tax Board will be required to sign a statement attesting to the fact that he/she is aware of the confidential data and the penalties for unauthorized disclosure thereof. 2. USE OF INFORMATION: The City agrees that the information furnished or secured pursuant to this Agreement shall be used solely for the purposes described by this section. The information obtained shall be used exclusively to administer the city business tax program established by the City. The City further agrees that information obtained under this agreement will not be reproduced, published, sold or released in original or in any other form for any purpose other than identified in this section. 3. EMPLOYEE ACCESS TO INFORMATION: The City agrees that the information obtained will be kept in the strictest confidence and shall make information available to its own employees only on a "need to know" basis. Need to know are those authorized employees who need information to perform their official duties in connection with the uses of the information authorized by this agreement. The parties recognize their mutual responsibilities to protect the confidentiality of the state tax return information as provided by law and ensures such information is disclosed only to those individuals and of such purpose, as authorized by the Revenue and Taxation Code. 4. DISCLOSURE OF CONFIDENTIAL INFORMATION: Any unwarranted disclosure or use of tax return information or any willful unauthorized inspection of the return information is an act punishable as a misdemeanor. Inspection is defined to mean any examination of confidential information. No one other than city business tax license department employees may have access, use, and view or manipulate the data being transmitted to the City under this agreement. The city, in recognizing the confidentiality of State Tax Return information, agrees to take all appropriate precautions to protect from unauthorized disclosure of the confidential information obtained pursuant to this agreement. The City will conduct oversight of its users with access to the confidential information provided under this agreement, and will promptly notify the FTB of any suspected violations of security or confidentiality by its users by contacting the Franchise Tax Board Contact Robert Bisho of the Architecture and Data Management Bureau at (916) 845-4762. M City of Vernon Agreement #C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS (continued) 5. NON -IRS INFORMATION: This agreement does not allow for the release of any confidential tax return information in the FTB files that may have been obtained from sources other than the taxpayer. No confidential Federal Tax Return information will be provided to the city. This agreement does not provide for the exchange of confidential federal tax returns or confidential tax return information obtained from the Internal Revenue Service by the FTB. 6. INFORMATION SECURITY: Information security is defined as the preservation of the confidentiality, integrity, availability, authenticity and utility of information. A secure environment is required to protect the confidential information obtained from the FTB pursuant to this Agreement. The City will store information so that it is physically secure from unauthorized access. The records received by the city will be securely maintained and accessible only by employees of the city business tax department who are committed to protect the data from unauthorized access, use or disclosure. 7. DESTRUCTION OF RECORDS: All records received by the agency from FTB and any database created, copies made, or files attributed to the records received will be destructed within one year of receipt. The records shall be destructed in a manner to be deemed unusable or readable and to the extent that an individual record can no longer be reasonable ascertained. Upon destruction of the records, the City will notify FTB of the completed destruction. 8. INDEMNIFICATION: The City agrees to indemnify, defend and save harmless the State, its officers, agents and employees from any and all claims and losses accruing or resulting from any breach of confidentiality by the City and or its employees. 9. SETTLEMENT OF DISPUTES: In the event of a dispute, the City shall file a "Notice of Dispute" with the Assistant Executive Officer, of the Franchise Tax Board within ten (10) days of discovery of the problem. Within ten (10) days the Assistant Executive Officer, or his/her designee shall meet with the City and Project Manager for purposes of resolving the dispute. The decision of the Assistant Executive Officer shall be final. 10. SAFEGUARD AUDITS: The FTB retains the right to conduct on site safeguard review audits to the receiving city. The receiving city will be provided a minimum of seven (7) days notice prior to a safeguard review being conducted by the FTB Disclosure Office. The 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. City of Vernon Agreement #C2323197 EXHIBIT D SPECIAL TERMS AND CONDITIONS (continued) 11. LIMITED WARRANTY: The FTB does not warrant or represent the accuracy or content of the material available though this agreement, and expressly disclaims any express or implied warranty, including any implied warranty of fitness for a specific purpose. 12. CANCELLATION: The City may terminate this Agreement, in writing to the FTB for any reason, upon thirty days (30) prior written notice. In the event of a voluntary termination, the City agrees it will not be entitled to a refund. This Agreement may be terminated by either parry in the event of any breach of the terms of this Agreement. 13. INCIDENT REPORTING: All unauthorized or suspected unauthorized access(es); uses and/or disclosures (incidents) of FTB data shall be reported to the FTB Contact, Robert Bisho of the Architecture and Data Management Bureau immediately upon discovery of the incident. The incident report shall contain the following: date, time, employee name, description of the incident or circumstances, and means of discovery. - The City agrees to submit a completed FTB Security and Disclosure Questionnaire for each confirmed unauthorized access within 10 days of the confirmation of the incident. Upon discovery of any such incident(s), FTB will make the appropriate notification to affected California Resident(s) pursuant to the requirements of Civil Code Section 1798.29. 11 a City of Vernon Agreement #C2323197 EXHIBIT E CONFIDENTIALITY STATEMENT State of California Franchise Tax Board Confidential tax return information is protected from disclosure by law, regulation, and policy. Information security is strictly enforced. Violators may be subject to disciplinary, civil, and/or criminal action. Protecting confidential tax return information is in the public's interest, the state's interest, and the city's interest. A city employee is required to protect the following types of information received from the Franchise Tax Board: • Taxpayer name • Taxpayer address • Taxpayer social security number or taxpayer identification number • Principal business activity code A city employee is required to protect confidential information by: • Accessing or modifying information only for the purpose of performing official duties. • Never accessing or inspecting information for curiosity or personal reasons. • Never showing or discussing confidential information to or with anyone who does not have the need to know. • Placing confidential information only in approved locations. • Never removing confidential information from your work site without authorization. As a city employee, you are required to know whether information is protected. If you have any question regarding whether particular information is confidential, check with your department's project coordinator. Unauthorized inspection, access, use, or disclosure of confidential tax return information is a crime under state laws, including but not limited to Sections 19542 and 19552 of the California Revenue and Taxation Code and Section 502 of the Penal Code. Unauthorized access, inspection, use, or disclosure may result in either or both of the following: • State criminal action • State and/or taxpayer civil action You are reminded that these rules are designed to protect everyone's right to privacy, including your own. I certify that I have read the confidentiality statement printed above. I further certify and understand that unauthorized access, inspection, use, or disclosure of confidential information may be punishable as a crime and may result in disciplinary and/or civil action being taken against me.