HomeMy WebLinkAboutRESO 141-2022GTC 610
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. (Gov. Code §8546.7, Pub.
Contract Code §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 post consumer material as defined in the Public
Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the
State regardless of whether the product meets the requirements of Public Contract Code Section
12209. With respect to printer or duplication cartridges that comply with the requirements of
Section 12156(e), the certification required by this subdivision shall specify that the cartridges so
comply (Pub. Contract Code §12205).
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 (e.g., 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 (Gov.
Code §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 307 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 Public Contract Code 7110, 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.PRIORITY HIRING CONSIDERATIONS: If this Contract includes services in excess of
$200,000, the Contractor shall give priority consideration in filling vacancies in positions funded
by the Contract to qualified recipients of aid under Welfare and Institutions Code Section 11200
in accordance with Pub. Contract Code §10353.
19.SMALL BUSINESS PARTICIPATION AND DVBE PARTICIPATION REPORTING
REQUIREMENTS:
a.If for this Contract Contractor made a commitment to achieve small business participation,
then Contractor must within 60 days of receiving final payment under this Contract (or within
such other time period as may be specified elsewhere in this Contract) report to the awarding
department the actual percentage of small business participation that was achieved. (Govt. Code
§ 14841.)
b.If for this Contract Contractor made a commitment to achieve disabled veteran business
enterprise (DVBE) participation, then Contractor must within 60 days of receiving final payment
under this Contract (or within such other time period as may be specified elsewhere in this
Contract) certify in a report to the awarding department: (1) the total amount the prime
Contractor received under the Contract; (2) the name and address of the DVBE(s) that
participated in the performance of the Contract; (3) the amount each DVBE received from the
prime Contractor; (4) that all payments under the Contract have been made to the DVBE; and (5)
the actual percentage of DVBE participation that was achieved. A person or entity that
knowingly provides false information shall be subject to a civil penalty for each violation. (Mil.
& Vets. Code § 999.5(d); Govt. Code § 14841.)
20.LOSS LEADER:
If this contract involves the furnishing of equipment, materials, or supplies then the following
statement is incorporated: It is unlawful for any person engaged in business within this state to
sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business
and Professions Code. (PCC 10344(e).)
S:\ADMIN \HOMEPAGE\GTC-610.doc
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
Page 5 of 11
1. STATEMENT OF CONFIDENTIALITY: The Franchise Tax Board has taxpayer tax returns
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, 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”.
Each party, and each of its employees who may have access to the confidential data of the
other party, will be required to have on file annually a signed City/County Business Tax
Program Confidentiality Statement, Exhibit G, FTB 712, attesting to the fact that it/he/she is
aware of the confidential data and the penalties for unauthorized access, inspection,
acquisition, or disclosure thereof under applicable state and federal law. The signed
statement(s) shall be retained by the City and furnished to FTB upon request.
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 being
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.
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.
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
Page 6 of 11
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 ([email protected]) 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 Section 20080, 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. 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). 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. 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 his/her designee.
7. CLOUD COMPUTING ENVIRONMENT: Each party receiving FTB’s confidential data must
submit a completed FTB Cloud Security Questionnaire before using a Cloud Computing
Environment. The questionnaire will be reviewed for approval by FTB’s Chief Security
Officer, or his/her 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 his/her designee.
8. DESTRUCTION OF RECORDS: All records received by the City from FTB under this
Agreement, and any database(s) created, copies made, or files attributed to the records
received, shall be destroyed when they are no longer needed for the business purpose for
which they were obtained. The records shall be destroyed 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 will notify FTB’s City/County Business Tax program
manager annually in writing at [email protected] that proper destruction
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT D
SPECIAL TERMS AND CONDITIONS
Page 7 of 11
methods have been applied. FTB will destroy City data in accordance with FTB’s data
retention policies.
9. SAFEGUARD REVIEW : Prior to sending data to the City, FTB requires the City to submit a
Safeguard Review Questionnaire certifying the protection and confidentiality of FTB data.
The City will be provided a minimum of seven (7) days’ notice prior to an on-site safeguard
review being conducted by FTB. FTB retains the right to conduct on-site safeguard reviews
of the City’s use of FTB information and 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 City to ensure
compliance with the terms and conditions of this Agreement. The City will take appropriate
disciplinary actions against any user determined to have violated security or confidentiality
requirements.
10. DISPUTE RESOLUTION: In the event of a dispute, the City 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 his/her designee, shall meet with the City’s
Designee for purposes of resolving the dispute. The decision of the Chief Financial Officer
shall be final.
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.
12. 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 purposes.
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 immediately
by either party in the event of any breach of the terms of this Agreement.
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 any 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.
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT E
CITY AND COUNTY RECORD FORMAT SPECIFICATIONS (FTB 909)
Page 8 of 11
Data Element Name Start
Pos.
End
Pos.
Field
Size
Usage Description
SOCIAL SECURITY NUMBER
(SSN)
1 9 9 AN Must be present unless FEIN is
provided. Fill unused field with
zeros.
FEDERAL EMPLOYER
ID NUMBER (FEIN)
10 18 9 AN Must be present unless SSN is
provided. Fill unused field with
zeros.
OWNERSHIP TYPE 19 19 1 AN Must be present:
S = Sole Proprietorship
P = Partnership
C = Corporation
T = Trust
L = Limited Liability Company
OWNER’S LAST NAME 20 34 15 AN Must be present if Ownership Type
in position 19 = S.
OWNER’S FIRST NAME 35 45 11 AN Must be present if Ownership Type
in position 19 = S.
OWNER’S MIDDLE INITIAL 46 46 1 AN May be left blank.
BUSINESS NAME 47 86 40 AN Enter if business is operating under
a fictitious name (Doing Business
As (DBA)).
BUSINESS ADDRESS
NUMBER AND STREET
87 126 40 AN Address of the business location or
the residence of the owner if sole
proprietorship.
CITY 127 166 40 A Must be present.
STATE 167 168 2 A Enter standard state abbreviation.
ZIP CODE 169 177 9 AN Enter the five- or nine-digit ZIP
Code assigned by the U.S. Postal
Service. If only the first five-digits
are known, left-justify information
and fill the unused fields with zeros.
BUSINESS START DATE 178 185 8 N Enter the eight-digit date
(MMDDYYYY). Zero fill if not
known.
BUSINESS CEASE DATE 186 193 8 N Enter the eight-digit date
(MMDDYYYY) if out of
business. Zero fill if unknown or still
in business.
CITY BUSINESS TAX
NUMBER
194 196 3 N Enter three-digit number assigned
by FTB.
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT E
CITY AND COUNTY RECORD FORMAT SPECIFICATIONS (FTB 909)
Page 9 of 11
Data Element Name Start
Pos.
End
Pos.
Field
Size
Usage Description
NORTH AMERICAN
INDUSTRY CLASSIFICATION
SYSTEM (NAICS)
197 202 6 N Enter the two- to six-digit NAICS
code. Left justify. (example 99 will
be 9900). Fill unused fields with
zeros.
STANDARD INDUSTRIAL
CLASSIFICATION (SIC)
203 206 4 N Enter the 2-4 digit SIC code. Left
justify (example 99 will be 9900).
Fill unused fields with zeros.
TOTAL RECORD LENGTH 206
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT F
FRANCHISE TAX BOARD RECORD LAYOUT SPECIFICATIONS (FTB 909A)
Page 10 of 11
Field Name Length Start
Pos.
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; For “B” records, federal
employer identification number.
LAST NAME 40 11 For “P” records, the 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 Principal Business Activity code.
ADDRESS NUMBER 10 107
PRE-DIRECTIONAL DIRECTOR 2 117 Postal Service term (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 (i.e., N, S, E, 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 Provided if known.
CBT MATCH 1 191 “N” – No match per CBT data.
“Y” – Yes: CBT matched to state tax return
filed.
State of California City of South San Francisco
Franchise Tax Board Agreement # 60520
EXHIBIT G
CONFIDENTIALITY STATEMENT (FTB 712)
Page 11 of 11
State of California Franchise Tax Board
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.
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 against me.
Name (print)
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)
Signature Date