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HomeMy WebLinkAboutItem 27 - Resolution Authorizing a Reciprocal Agreement with the California Franchise Tax BoardFinance and Management Services www.santa-ana.org/finance Item # 27 City of Santa Ana 20 Civic Center Plaza, Santa Ana, CA 92701 Staff Report November 19, 2024 TOPIC: Non -Financial Agreement with the California Franchise Tax Board for Exchange of Business License Tax Data AGENDA TITLE Resolution Authorizing a Reciprocal Agreement with the California Franchise Tax Board for the Exchange of Business License Tax Data RECOMMENDED ACTION 1. Adopt a resolution authorizing a reciprocal agreement with the California Franchise Tax Board for the exchange of business license tax data. RESOLUTION NO. 2024-XXX entitled A RESOLUTION OF THE CITY OF SANTA ANA AUTHORIZING A RECIPROCAL AGREEMENT WITH THE CALIFONIA FRANCHISE TAX BOARD FOR THE EXCHANGE OF BUSINESS LICENSE TAX DATA 2. Approve a non -financial reciprocal agreement with the California Franchise Tax Board for the exchange of business license tax data (Agreement No. A-2024-XXX). GOVERNMENT CODE §84308 APPLIES: Yes DISCUSSION The City of Santa Ana Municipal Code ("SAMC") Chapter 21, known as the Business License Tax Code, is intended to provide revenue for the general operation of the City by the levy of a business license tax on all business transactions or activities carried on or occurring within Santa Ana. It is not intended as a regulatory measure. The data exchange program with the California Franchise Tax Board ("FTB"), which began because of the enactment of Senate Bill 1146 on September 26, 2008, enables both Santa Ana and the FTB to share information and identify non -compliant businesses. The City has been participating in the data exchange program since 2022, and has conducted audits of business license data to ensure the City receives the revenue it is legally entitled to collect. Non -Financial Agreement with the California Franchise Tax Board for Exchange of Business License Tax Data November 19, 2024 Page 2 The Agreement with the FTB is good for three years at a time. The current agreement is set to expire December 31, 2024, and it is now time for renewal. Under the terms of the Agreement, Santa Ana will be required to send data to the FTB annually between April and July for each tax year that the Agreement is in place. The data includes ownership name, address information, Employer ID number, and business start date. Each December, the FTB will send the City similar information from their database, as well as information on taxpayers who file business related income tax returns. Under the terms of this Agreement, the data exchange will continue through December 2027. Neither the FTB nor the City of Santa Ana would be reimbursed for the cost of providing data and neither party will be charged for receiving data from the other agency. Should the City wish to discontinue participating in the data exchange program, the Agreement may be terminated with thirty days (30) written notice to the FTB. As of November 1, 2024, due to the Exchange program, approximately 750 new business licenses have been registered for a total of $630,000 in Business License Tax revenues. Staff recommends the adoption of a Resolution authorizing a reciprocal agreement with the California Franchise Tax Board for the continued exchange of business data. ENVIRONMENTAL IMPACT There is no environmental impact associated with this action. FISCAL IMPACT There is no fiscal impact associated with this action. EXHIBIT(S) 1. Resolution 2. FTB Agreement Submitted By: Kathryn Downs, FMSA Executive Director Approved By: Alvaro Nunez, City Manager EXHIBIT 1 RESOLUTION NO. 2024-XXX RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA AUTHORIZING A RECIPROCAL AGREEMENT WITH THE CALIFORNIA FRANCHISE TAX BOARD FOR THE EXCHANGE OF BUSINESS LICENSE TAX DATA WHEREAS, Chapter 21 of the Santa Ana Municipal Code is known as the Business License Tax Code of the City of Santa Ana ("City"), and Section 21-5 states: "It shall be unlawful for any person, whether as principal or agent, clerk or employee, either for himself or for any other person, or for body corporate, or as an officer of any corporation to transact and carry on any business, trade, profession, calling or occupation in the city without first having procured a license from the city to do so or without complying with all applicable provisions of this Code."; and WHEREAS, this data exchange program began as a result of the enactment of Senate Bill 1146 on September 26, 2008, which authorized a city to enter into a reciprocal agreement with the California Franchise Tax Board ("FTB") to exchange tax data to enable both parties to identify any non -compliant businesses; and WHEREAS, in July 2022, the City Council approved an agreement with the FTB to exchange data related to Business Licensing, and the agreement with the FTB is set to expire on December 31, 2024; and WHEREAS, the City desires to enter into such an agreement with FTB with a term from January 1, 2025, or date of adoption of this resolution, through December 31, 2027. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Santa Ana as follows: Section 1. The City approves entering into a reciprocal agreement with FTB for the exchange of business license tax data. Section 2. The City appoints and authorizes the Finance Director and his/her designee(s), and each of them, as agent(s) of the City to conduct all negotiations, execute and submit documents, including, but not limited to, the standard agreement, applications, amendments, memoranda of understanding, payment requests and so on, which may be necessary for participation in and completion of the aforementioned reciprocal agreement, including any extensions or amendments thereof, subject to prior approval as to form by the City Attorney's Office. Section 3. A signed copy of this resolution shall be transmitted to the FTB in conjunction with the filing of an application. Section 4. This Resolution shall take effect immediately upon its adoption by a majority of the City Council. Resolution No. 2024-XXX Page 1 of 2 ADOPTED this day of , 2024. Valerie Amezcua Mayor APPROVED AS TO FORM: Sonia R. Carvalho City Attorney l y: Andrea Garcia -Miller Assistant City Attorney AYES: Councilmembers NOES: Councilmembers ABSTAIN: Councilmembers CERTIFICATE OF ATTESTATION AND ORIGINALITY I, JENNIFER L. HALL, City Clerk, do hereby attest to and certify the attached Resolution No. 2024 -XXX to be the original resolution adopted by the City Council of the City of Santa Ana on 2024. Date: City Clerk City of Santa Ana Resolution No. 2024-XXX Page 2 of 2 SCO ID: 7730-0000000000000000000107503 EXHIBIT 2 STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (if Applicable) STD 213 (Rev. 04/2020) 000000000000000000107503 1. This Agreement is entered into between the Contracting Agency and the Contractor named below: CONTRACTING AGENCY NAME Franchise Tax Board CONTRACTOR NAME City of Santa Ana 2. The term of this Agreement is: START DATE January 1, 2025 or date of approval, whichever is later, THROUGH END DATE December 31, 2027 3. The maximum amount of this Agreement is: $0.00 (ZERO AND 00/100 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. Exhibits Title Pages Exhibit A Scope of Work 3 Exhibit B Budget Detail and Payment Provisions 1 Exhibit C * General Terms and Conditions GTC417 Exhibit D Special Terms and Conditions 4 Exhibit E City and County Record Layout Specifications (FTB 909) 2 Exhibit F Franchise Tax Board Record Layout Specifications (FTB 909A) 1 Exhibit G Confidentiality Statement (FTB 712) 1 items snown wren on asterISK (-),are nereoy rncorporarea oy reference ona mace part or tnis agreement as it atracnea nereto. These documents can be viewed at https.//www.dgs.ca.gov/OLS/Resources IN WITNESS WHEREOF, THIS AGREEMENT HAS BEEN EXECUTED BY THE PARTIES HERETO. CONTRACTOR CONTRACTOR NAME (if other than an individual, state whether a corporation, partnership, etc.) City of Santa Ana CONTRACTOR BUSINESS ADDRESS CITY STATE ZIP 20 Civic Center Plaza I Santa Ana ICA 92701 PRINTED NAME OF PERSON SIGNING (TITLE See signatures on following page CONTRACTOR AUTHORIZED SIGNATURE I DATE SIGNED Page 1 of 2 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: Jennifer L. Hall City Clerk APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By: Andrea Garcia -Miller Assistant City Attorney CITY OF SANTA ANA Alvaro Nunez City Manager RECOMMENDED FOR APPROVAL: Kathryn Downs Executive Director Finance and Management Services Agency 4444845vl SCOID: 7730-0000000000000000000107503 STATE OF CALIFORNIA - DEPARTMENT OF GENERAL SERVICES STANDARD AGREEMENT AGREEMENT NUMBER PURCHASING AUTHORITY NUMBER (if Applicable) STD 213 (Rev. 04/2020) 000000000000000000107503 STATE OF CALIFORNIA CONTRACTING AGENCY NAME Franchise Tax Board CONTRACTING AGENCY ADDRESS CITY STATE ZIP P.O. Box 2086, MS A-374 Rancho Cordova CA 95741 PRINTED NAME OF PERSON SIGNING TITLE Michael A. Banuelos Procurement and Contracting Officer or Designee CONTRACTING AGENCY AUTHORIZED SIGNATURE DATE SIGNED CALIFORNIA DEPARTMENT OF GENERAL SERVICES APPROVAL EXEMPTION (If Applicable) SCM Vol. 1, 4.04.A.2 Page 2 of 2 State of California Franchise Tax Board EXHIBIT A SCOPE OF WORK City of Santa Ana Agreement # 107503 This Agreement is entered into by and between the Franchise Tax Board, herein after referred to as (FTB), and the City of Santa Ana, herein after referred to as the City. Purpose: This Agreement provides for the reciprocal exchange between FTB and the City tax data specific to city business license information for tax administration purposes. By entering into a reciprocal agreement, each party agrees to bear its own costs of providing the data, and the City is precluded from obtaining reimbursement. Both parties will abide by the legal and confidential provisions of this Agreement. Exhibits A, B, C, D, E, F, and G, attached hereto and incorporated by reference herein, set forth additional terms to which the parties agree to be bound. No Federal Tax Information will be exchanged. Legal Authority: California Revenue and Taxation Code (R&TC) Section 19551.1 authorizes a reciprocal agreement for the exchange of specified tax information between a City/County and FTB. R&TC Section 19551.5 mandates cities/counties to provide city/county business licensing and tax information to FTB upon request. City Responsibilities: 1. The City agrees that the information provided by FTB will be used exclusively to administer the City/County Business Tax Program. 2. The City 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; and will only be accessed or used by City employees whose duties are to administer the City/County Business Tax Program. 3. The City agrees to provide FTB with tax information pursuant to Format Specifications, Exhibit E, which shall include, but not be limited to, the following: • Business or owner's name • Business address • Federal Employer Identification Number (FEIN) or Social Security Number (SSN) • Ownership type • North American Industry Classification Code or Standard Industry Classification Code • Business start and cessation dates • City Business Tax Number, to be assigned to the City by FTB 4. The City agrees to extract and provide city data to FTB annually between April and July for each tax year that the Agreement is in place. If the Agreement is executed after July 31, 2025, the City will have 30 days after execution to provide FTB with the first year's data. Page 1 of 13 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 5. The City agrees to submit the records to FTB electronically using FTB's Secure Web Internet File Transfer (SWIFT) system. 6. The City agrees to submit the records to FTB in ASCII fixed -length format, .txt, per the Format Specifications, Exhibit E. 7. The City agrees to resubmit data in the event data is initially submitted with errors. The resubmission of data must be within 30 days of notification. If data is not submitted accurately and timely, the City will forfeit its rights to FTB data for that year. 8. The City agrees that each City employee having access to FTB data shall sign a City/County Business Tax Program Confidentiality Statement, FTB 712 (Exhibit G). The signed statement is to be retained by the City and produced to FTB upon request. 9. The City agrees to submit to FTB a completed Security Questionnaire prior to receiving any FTB data. The Security Questionnaire is valid for the duration of the Agreement. 10. The City agrees to provide, prior to FTB's first transmission of data to City under this Agreement, a copy of the current resolution, order, or minutes reflecting passage of a motion, or ordinance of the local governing body authorizing the execution of this specific Agreement. Prior to receipt of such authorization, FTB is not obligated to provide data under this Agreement. FTB Responsibilities: 1. FTB agrees that information provided by the City will be used for tax administration and non -tax programs that FTB administers and may be shared with other state or federal agencies as authorized by law. 2. FTB 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, except as provided in paragraph 1 or otherwise authorized by law. 3. FTB agrees to provide the City with data extracted from its internal systems. FTB will provide the City with records for taxpayers within the City's jurisdiction who indicate a business on their personal or business entity income tax return. The Record Layout, Exhibit F, FTB 909A shall include: • Taxpayer name • Taxpayer address Taxpayer SSN or FEIN Principal Business Activity code 4. FTB agrees to match the data provided by the City using the SSN or FEIN against FTB's data with a "Yes" or "No" indicator on the Record Layout, Exhibit F, FTB 909A. Whether FTB will provide a data match for the first year of this Agreement is at the discretion of FTB based on when the data is received from the City and processed. 5. FTB agrees to provide the City with an annual data extract in December 2025 for tax year 2024, in December 2026 for tax year 2025, and in December 2027 for tax year 2026 via SWIFT. Page 2 of 13 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 6. FTB agrees to register the City for a SWIFT account allowing for the secure electronic transmission of data. 7. FTB agrees to provide the City with a unique City Business Tax Number to be used for reporting purposes only. 8. FTB agrees to allow the City to resubmit data within 30 days of notification, in the event data is initially submitted with errors. Project Coordinators: The project coordinators during the term of this Agreement will be: Franchise Tax Board Tonya Banyai City/County Business Tax Program Analyst Data Oversight Program P.O. Box 1468, Mailstop A181 Sacramento, CA 95812-1468 Phone: (916) 845-4301 Email: FTBCCBTa-ftb.ca.gov Return executed agreement to: Franchise Tax Board Tonya Banyai City/County Business Tax Program Analyst Data Oversight Program P.O. Box 1468, Mailstop A181 Sacramento, CA 95812-1468 Phone: (916) 845-4301 Email: FTBCCBT(a)ftb.ca.gov City of Santa Ana Alex Gutierrez Treasury and Customer Services Manager 20 Civic Center Plaza Santa Ana, CA 92701 Phone: (714) 647-5497 Email: agutierrez(cDsanta-ana.org Page 3 of 13 State of California Franchise Tax Board EXHIBIT B BUDGET DETAIL AND PAYMENT PROVISIONS This data exchange is provided at no cost. City of Santa Ana Agreement # 107503 Page 4 of 13 State of California Franchise Tax Board EXHIBIT D SPECIAL TERMS AND CONDITIONS STATEMENT OF CONFIDENTIALITY: City of Santa Ana Agreement # 107503 The Franchise Tax Board has state tax return information and other confidential information and data in its custody. Unauthorized inspection or disclosure of state returns or other confidential information or data is a misdemeanor (Revenue and Taxation Code Sections 19542, 19542.1, 19542.3 and 19552, and Government Code Section 90005). Unauthorized inspection or disclosure of federal returns and other confidential federal return information or data is a misdemeanor or a felony (Internal Revenue Code Sections 7213A(a)(2) and(b), and 7213(a)(2), respectively). For purposes of this exhibit, the terms "information" and "data" are used interchangeably and each, when used, encompasses the meanings of both terms. As used in this exhibit, the terms "confidential information" and "confidential data" each include "sensitive information and data". As used for this exhibit, the term "Party" or "party" may refer to FTB, or the Agency, Contractor, or Contracting Agency. Upon the approval of this Agreement and prior to any access to the confidential data, the party receiving the information from FTB and each of its employees, subcontractors, and subcontractors' employees who may have access to the confidential data of the other party, will be required to have on file annually a signed Confidentiality Statement (FTB Form 7904 or 7912), attesting to the fact that they are aware of the confidential data and the penalties for unauthorized access, inspection, acquisition, or disclosure thereof under applicable state and federal law. The Contractor, the Contactor's subcontractors and each of the Contractor's and subcontractor's employees who may have access to the confidential data shall be required to complete Privacy, Security, and Disclosure Training (PSDT) provided by FTB. The training must be completed within two (2) business days of commencing work with FTB, and annually thereafter. Upon completion of the PSDT, a Privacy, Security and Disclosure Training Certification (FTB Form 7819) will be provided, to be signed confirming that the training was completed and returned to FTB. 2. USE OF INFORMATION: Each party receiving data agrees that the information furnished or secured pursuant to this Agreement shall be used solely for the purposes described in the Scope of Work of Exhibit A. Each party receiving data further agree(s) 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 as identified in the Scope of Work of Exhibit A. 3. DATA OWNERSHIP: The confidential tax information or other confidential information provided under this Agreement remains the exclusive property of the providing party. Confidential tax information and other confidential information are not open to the public and require special precautions to protect from loss and unauthorized access, inspection, acquisition, use, disclosure, modification, or destruction. Each party shall have the right to use and process the disclosed information for the purposes stated in the Scope of Work of Exhibit A of this Agreement, which right shall be revoked and terminated immediately upon termination of this Agreement. Page 5 of 13 Revised Date: 08.07.2024 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 4. EMPLOYEE ACCESS TO INFORMATION: Each party receiving data 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. The "need -to -know" standard is met by authorized employees who need information to perform their official duties in connection with the uses of the information authorized by this Agreement. Each party receiving data recognizes its responsibility to protect the confidentiality of the information in its custody as provided by law and to ensure that such information is disclosed only to those individuals and for such purposes as are authorized by law and this Agreement. 5. PROTECTING CONFIDENTIAL INFORMATION/ INCIDENT REPORTING: Each party receiving data, in recognizing the confidentiality of the information to be exchanged, agrees to take all appropriate precautions to protect the confidential information obtained pursuant to this Agreement from unauthorized access, use, or disclosure. Each party receiving data will conduct oversight of its users with access to the confidential information provided under this Agreement, and will immediately notify FTB's Information Security Audit & Investigations Unit(SecurityAuditMail(a-)ftb.ca.gov) of any unauthorized or suspected unauthorized accesses, uses and/or disclosures (incidents). For purposes of this section, "immediately" is defined as within 24 hours of the discovery of the breach or suspected breach. The notification must describe the incident in detail and identify responsible personnel (name, title and contact information). The party with an incident will comply with the incident reporting requirements in accordance with Civil Code Section 1798.29, State Administrative Manual (SAM) Chapter 5300 and Sections 8643, and State Information Management Manual 5340-A and 5340-C to facilitate the required reporting to the taxpayer(s) or state oversight agencies. 6. INFORMATION SECURITY: Information security is defined as the preservation of the confidentiality, integrity, and availability of information. A secure environment is required to protect the confidential information obtained by each party pursuant to this Agreement. Each party receiving data will store information so that it is physically secure from unauthorized access. The records received will be securely maintained and accessible only by employees of the specified program who are committed to protect the data from unauthorized access, use or disclosure. All FTB electronic data must be encrypted when in transit using FIPS 140-3 approved encryption technology, and be password protected and secure at all times when in storage. Confidential information obtained from FTB must be secured in accordance with the SAM Chapters 5100 and 5300 (Information Security), and National Institute of Standards and Technology (NIST) Special Publication 800-53 (moderate); and additional security requirements provided by FTB. FTB may require that a Security Questionnaire for the party receiving confidential data from FTB be completed or be on file with FTB's Chief Security Officer, or their designee. If this Agreement calls for Federal Tax Information (FTI) to be provided by FTB, the receiving party must also comply with Internal Revenue Service Publication 1075. 7. CLOUD COMPUTING ENVIRONMENT: Each party receiving FTB's confidential data must submit a completed FTB Cloud Computing Questionnaire before using a Cloud Computing Environment. The questionnaire will be reviewed for approval by FTB's Chief Security Officer, or their designee. A Cloud Computing Environment cannot be used to receive, transmit, store or process FTB's confidential data without prior written approval from FTB's Chief Security Officer, or their designee. Page 6 of 13 Revised Date: 08.07.2024 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 8. GENERATIVE Al: During the term of the Agreement, Contractor must notify the State in writing if their services or any work under this Agreement includes, or makes available, any previously unreported GenAl technology, including GenAl from third parties or subcontractors. Contractor shall immediately complete the GenAl Reporting and Factsheet (STD 1000) to notify the State of any new or previously unreported GenAl technology. At the direction of the State, Contractor shall discontinue the use of any new or previously undisclosed GenAl technology that materially impacts functionality, risk, or Agreement performance until the use of such GenAl technology has been approved by the State. Failure to disclose GenAl use to the State and submit the GenAl Reporting and Fact (STD 1000) may be considered a breach of the Agreement by the State at its sole discretion and the State may consider such failure to disclose GenAl and/or failure to submit the GenAl Reporting and Factsheet (STD 1000) as grounds for the immediate termination of the Agreement. The State is entitled to seek any and all relief to which it may be entitled to as a result of such non -disclosure. The State reserves the right to amend the Agreement, without additional cost, to incorporate GenAl Special Provisions into the Agreement at its sole discretion and/or terminate any Agreement that presents an unacceptable level of risk to the State. 9. DESTRUCTION OF RECORDS: All records received by the City (or County) from FTB under this Agreement, and any database(s) created, copies made, or files attributed to the records received, shall be destroyed within three years of receipt or upon termination of the agreement due to a breach of its terms, whichever occurs earlier. 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. The City (or County) will notify FTB City/County Business Tax program manager annually in writing at FTBCCBT(c)FTB.CA.GOV that proper destruction methods have been applied. FTB will destroy city/county data in accordance with the department's data retention policies. 10. SAFEGUARD REVIEW: FTB retains the right to conduct on -site safeguard reviews of the other party's use of information and the security controls established. The safeguard reviews may include, but are not limited to, an examination of the adequacy of information security controls, "need -to - know", and use justifications established by the party to ensure compliance with the terms and conditions of this Agreement. FTB will provide a minimum of seven (7) days' notice of a safeguard review conducted by FTB staff. The City (or County) will take appropriate disciplinary actions against any user determined to have violated security or confidentiality requirements. 11. SURVIVAL OF OBLIGATION TO PROTECT DATA: Each party's obligation to protect the data and information received from the other party shall survive the expiration or termination of this Agreement. In the event a party continues to provide any data or information to the other party after the expiration or termination of this Agreement, the receiving party agrees to continue to protect all such data and information received in accordance with the provisions of this Exhibit D, and all applicable state and federal laws. Page 7 of 13 Revised Date: 08.07.2024 State of California Franchise Tax Board City of Santa Ana 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 Revised Date: 08.07.2024 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 County); and no other party shall relieve the City (or County) 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. Page 9 of 13 Revised Date: 08.07.2024 State of California Franchise Tax Board EXHIBIT E CITY AND COUNTY RECORD LAYOUT SPECIFICATIONS (FTB 909) City of Santa Ana Agreement # 107503 Data Element Name Start Position End Position Field Size Description Social Security Number (SSN) 1 9 9 Must be present unless FEIN is provided. Fill unused fields with zeros. Federal Employer ID Number (FEIN) 10 18 9 Must be present unless SSN is provided. Fill unused fields with zeros. Ownership Type 19 19 1 Must be present. Use only acceptable values listed here: S = Sole Proprietorship P= Partnership C = Corporation T = Trust L = LLC Owner Last Name 20 34 15 Must be present if Ownership Type in position 19 = S. Owner First Name 35 45 11 Must be present if Ownership Type in position 19 = S. Owner Middle Initial 46 46 1 May be left blank. Business Name 47 86 40 Enter if business is operating under a fictitious name (doing business as DBA . Business Address 87 126 40 Address of the business location or the residence of the owner if sole proprietorship. City 127 166 40 Must be present. State 167 168 2 Enter the valid U.S. Postal Service (USPS) state abbreviation. Format = CA ZIP Code 169 177 9 Enter the five- or nine -digit ZIP Code assigned by USPS. If only the first five digits are known, left justify information and fill the unused fields with zeros. Page 10 of 13 State of California Franchise Tax Board City of Santa Ana Agreement # 107503 Data Element Name Start Position End Position Field Size Description Business Start Date 178 185 8 Enter the eight -digit date (MMDDYYYY). If unknown, fill the field with zeros. Business Cease Date 186 193 8 Enter the eight -digit date (MMDDYYYY) if out of business. If unknown, fill the field with zeros. City/County Business Tax Number 194 196 3 Enter three -digit number assigned by FTB. North American Industry 197 202 6 Must be present unless SIC is provided. Classification System Enter the two- to six -digit NAICS code. (NAICS) Left Justify. Fill unused field with zeros (example, 99 will be 990000). Standard Industrial 203 206 4 Must be present unless NAICS is Classification (SIC) provided. Enter the two- to four -digit SIC code. Left justify. Fill unused fields with zeros (example, 99 will be 9900). Total Record Length 206 Page 11 of 13 State of California Franchise Tax Board EXHIBIT F FRANCHISE TAX BOARD RECORD LAYOUT SPECIFICATIONS (FTB 909A) City of Santa Ana Agreement # 107503 Data Element Name Length Start Position Description ENTITY TYPE 1 1 "P" — Personal income tax record "B" — Business entity tax record SSN or FEIN 9 2 For "P" records, primary taxpayer's social security number (SSN) For "B" records, federal employer identification number FEIN LAST NAME 40 11 For "P" records, primary taxpayer's last name For "B" records, business name FIRST NAME 11 51 For "P" records only MIDDLE INITIAL 1 62 For "P" records only SPOUSE SSN 9 63 For "P" records filed with a joint return SPOUSE LAST NAME 17 72 For "P" records filed with a joint return SPOUSE FIRST NAME 11 89 For "P" records filed with a joint return SPOUSE MIDDLE INITIAL 1 100 For "P" records filed with a joint return PBA CODE 6 101 For "P" records, principal business activity (PBA) code ADDRESS NUMBER 10 107 PRE -DIRECTIONAL DIRECTOR 2 117 Postal Service term referring to the directional word that is located before the street name and suffix i.e., N, S, E, W, NE, NW, SE, SW STREET NAME 28 119 STREET SUFFIX 4 147 e.g. ST, WAY, HWY, BLVD, etc. POST -DIRECTIONAL INDICATOR 2 151 Postal Service term referring to the directional word that is located after the street name and suffix W, NE, NW, SE, SW STREET SUFFIX 2 4 153 APARTMENT/SUITE NUMBER 10 157 e.g., APT, UNIT, FL, etc. CITY 13 167 STATE 2 180 Standard state abbreviation ZIP CODE 5 182 The five -digit ZIP Code assigned by the U.S. Postal Service ZIP CODE SUFFIX 4 187 Provide if known CCBT MATCH 1 191 "N" — No match per CCBT data. "Y" —Yes: CBT matched to state tax return fled TOTAL RECORD LENGTH 191 Page 12 of 13 EXHIBIT G CONFIDENTIALITY STATEMENT (FTB 712) STATE OF CALIFORNIA F i TB b DISCLOSURE OFFICE A181 FRANCHISE TAX BOARD PO BOX 1468 SACRAMENTO CA 95812-1468 City/County Business Tax Program Confidentiality Statement Confidential tax data 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 data is in the best interest of the city, county, and state. As a city/county employee, you are required to protect all information received from the Franchise Tax Board (FTB). To protect confidential tax data, you must: • Access or modify tax data solely to perform official duties. • Never access or inspect tax data for curiosity or personal reasons. • Never show or discuss confidential tax data with anyone who does not have a need to know. • Never remove confidential tax data from your worksite without authorization. • Place confidential tax data in approved locations only. Unauthorized inspection, access, use, or disclosure of confidential tax data is a crime under state laws including, but not limited to, California Revenue and Taxation Code Sections 19542 and 19552 and Penal Code Section 502. Unauthorized access, inspection, use, or disclosure may result in either or both of the following: • State criminal action • Taxpayer civil action. 1 certify that 1 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 against me. Name (print) Signature Date Each city/county employee accessing FTB data must retain a signed copy of this form and provide it to FTB upon request. FTB 712 (REV 06-2016) EXHIBIT 2—Franchise Tax Board (Standard Agreement) - reciprocal data exchange - 1-1-25 to 12-31-27(444829.1) Final Audit Report 2024-10-22 Created: 2024-10-22 By: Kristin Andrade (kandrade@santa-ana.org) Status: Signed Transaction ID: CBJCHBCAABAAGBgsM537sY7pt130gl9mrVJW6ZLdrPM8 "EXHIBIT 2_Franchise Tax Board (Standard Agreement) - recipr ocal data exchange - 1-1-25 to 12-31-27(444829.1)" History 'mil Document created by Kristin Andrade (kandrade@santa-ana.org) 2024-10-22 - 0:04:38 AM GMT Document emailed to Kathryn Downs (kdowns@santa-ana.org) for signature 2024-10-22 - 0:05:43 AM GMT Email viewed by Kathryn Downs (kdowns@santa-ana.org) 2024-10-22 - 0:14:12 AM GMT Document e-signed by Kathryn Downs (kdowns@santa-ana.org) Signature Date: 2024-10-22 - 0:14:19 AM GMT - Time Source: server © Agreement completed. 2024-10-22 - 0:14:19 AM GMT U Adobe Acrobat Sign