Loading...
HomeMy WebLinkAboutLEGAL AID SOCIETY OF ORANGE COUNTY, INC. 7 -2003 INS'uRPJ!C N:h ~'rii~c~[),\l~D WOR.:,F\! f~i.lCt.EO N-2003-016 CLERK OF COUNCIL DATE: 3 - '1..0 3 6:3 c. ~ Q.Wl tJ (A.f{~ (fW' OUTREACH PARTICIPATION AGREEMENT This Outreach Participation Agreement ("Agreement") is made and effective as of March 2, 2003, (the "Effective Date") between City of Santa Ana ("EITC Program Outreach Participant") and the Legal Aid Society of Orange Connty, Inc. ("Legal Aid") (each, a "Party" and collectively, the "Parties"). RECITALS WHEREAS, the Parties desire that the largest possible number of eligible taxpayers apply for and receive the federal Eamed Income Tax Credit ("EITC"), and desire to facilitate bona fide EITC applications; WHEREAS, Legal Aid has developed copyrighted programs and systems to enable eligible taxpayers to apply for the EITC, which programs and systems are collectively called the I_CAN!TM Earned Income Credit Module (the "EIC Module"); WHEREAS, EITC Program Outreach Participant wishes to provide certain support to eligible taxpayers who wish to use the ErC Module; and WHEREAS, EITC Program Outreach Participant has requested that Legal Aid provide certain services in connection with EITC Program Outreach Participant's efforts to promote use of the EIC Module by eligible taxpayers. THEREFORE, the Parties hereby agree as follows: REPRESENTATIONS I. Legal Aid represents that it has been approved by the United States Internal Revenue Service ("IRS") as an "Authorized IRS e-file Provider" offering an "IRS e-file Program", specifically a "1040 On-Line Filing Program", and that the EIC Module has been approved by the IRS after being subjected to suitability and compliance testing. 2. EITC Program Outreach Participant represents that it is a charter city and municipal corporation organized under the laws of the State of CA, and is interested in promoting the use of the EIC Module exclusively for the purpose of being able to benefit eligible user-taxpayers in EITC Program Outreach Participant's geographical area, and for no other purpose. 4493384 2 3. Each Party represents to the other that it has full power and authority to enter into and perform this Agreement. UNDERTAKINGS BY LEGAL AID 4. For the term of this Agreement, Legal Aid agrees to: a) Use its best efforts to maintain the ErC Module and its approval by the IRS, and to modify the ErC Module to reflect any software upgrades as Legal Aid may develop from time to time; and b) Maintain a working internet site through which user-taxpayers may access the ErC Module (which site will contain certain features described in Exhibit A, the terms of which are incorporated herein by reference). 5. At no cost to EITC Program Outreach Participant, Legal Aid will provide certain radio and/or television outreach (advertising) for use by EITC Program Outreach Participant and a copy ofthe Disclaimer attached hereto as Exhibit C in English, Spanish and Vietnamese. 6. Legal Aid agrees that EITC Program Outreach Participant shall not be held responsible in any way for any infringement by the EIC Module of any copyright owned by a third party. Upon being notified of such a claim, Legal Aid shall (by counsel of its choosing) defend EITC Program Outreach Participant in the event of any litigation and shall either (i) obtain through negotiation the right ofEITC Program Outreach Participant to continue using the EIC Module; or (ii) rework the EIC Module so as to make it noninfringing while preserving the original functionality, or (iii) replace the EIC Module with functionally equivalent software. Legal Aid will further indemnify EITC Program Outreach Participant for the amount of any judgment rendered against EITC Program Outreach Participant as a result of such copyright infringement. EITC Program Outreach Participant agrees to cooperate in all respects with Legal Aid in the defense and/or settlement of the infringement claim and to give Legal Aid all information known to EITC Program Outreach Participant relating to the infringement claim. This indemnity provision shall survive the termination or expiration of this Agreement. UNDERTAKINGS BY EITC PROGRAM OUTREACH PARTICIPANT 7. EITC Program Outreach Participant acknowledges that Legal Aid is the owner of all right, title and interest in the I-CAN! trademark and the EIC Module, and that EITC 3 Program Outreach Participant's rights with respect to the I-CAN! trademark and the EIC Module exist only under this Agreement and may not be assigned, sublicensed or otherwise transferred to any other entity, including affiliates of EITC Program Outreach Participant, without the prior express written consent of Legal Aid. EITC Program Outreach Participant agrees that it will not use the term I-CAN! in any way, shape or form except as set forth in outreach advertising materials pre-approved by Legal Aid, and that it will promptly report to Legal Aid any known or suspected unauthorized use ofthe I-CAN! trademark by any third party. 8. For the term of this Agreement, a) EITC Program Outreach Participant agrees to refrain from seeking or receiving, and to prohibit anyone from seeking or receiving, any remuneration or compensation of any kind from any user of the mc Module. b) EITC Program Outreach Participant agrees to refrain from seeking or receiving, and make good faith efforts to prohibit anyone from seeking or receiving, any remuneration or compensation of any kind for referring any user-taxpayer to any provider of goods or services. c) EITC Program Outreach Participant agrees to explain by posted notice to user- taxpayers (i) who wish to e-file that they must have their own e-mail address in order to do so and may not use a group e-mail address; and (ii) who intend to e- file that they must also mail Form 8453-0L to the IRS. d) EITC Program Outreach Participant agrees to refrain from: (i) making any representations whatsoever to users regarding the EIC Module or regarding Legal Aid; or (ii) conducting any outreach or advertising regarding the EIC Module except (x) through the radio and/or television spots and/or written materials (if any) provided by Legal Aid, or (y) as otherwise pre-approved by Legal Aid in writing. e) EITC Program Outreach Participant agrees to designate an outreach contact employed by or affiliated with EITC Program Outreach Participant, with whom Legal Aid may communicate regarding all aspects of this Agreement. f) EITC Program Outreach Participant will promptly notify Legal Aid of any complaint received from anyone concerning the EIC Module. 9. EITC Program Outreach Participant will maintain the integrity of the mc Module (without regard to the duration of this Agreement), and will promptly report to Legal Aid any actual or suspected breaches of, or attempts to breach, such integrity. This obligation 4 includes, but is not limited to, the obligation to do nothing, and to affirmatively act to prevent others from doing anything, to circumvent the EIC Module security and confidentiality devices and protocols. 10. EITC Program Outreach Participant will not allow, and will affirmatively act to prevent others from allowing, any user-taxpayer to use the e-mail address ofthe EITC Program Outreach Participant (or any employee or related party) in order to file a return electronically. Posting an appropriate notice shall be deemed to satisfy this requirement. 11. EITC Program Outreach Participant will comply with and support the Disclaimer (attached hereto as Exhibit C and as amended from time to time). This obligation includes, but is not limited to, the obligation to refrain, and to affirmatively act to prevent others, from limiting the scope or effect of the Disclaimer or contradicting it in any way. 12. EITC Program Outreach Participant agrees to use its best efforts to encourage other entities wishing to promote eligible taxpayer use of the EIC Module to contact Legal Aid prior to beginning any outreach activities. 13. EITC Program Outreach Participant agrees that Legal Aid shall not be responsible for any injury, pecuniary or otherwise, to any person, or for any loss or damage to property owned or controlled by EITC Program Outreach Participant, or to EITC Program Outreach Participant's officers, agents and employees, or to members of the public, including user-taxpayers (whether ones who file in paper form or ones who file electronically) except for any such injury, loss or damage relating to the functioning of the EIC Module. Should any claim for any such injury, loss or damage (other than relating to the functioning of the EIC Module) be made against Legal Aid, EITC Program Outreach Participant shall indemnify Legal Aid for all related costs, including any amounts which Legal Aid pays for any such injury, loss or damage and its out-of-pocket legal costs; provided that this indemnity shall not apply with respect to claims against Legal Aid related to injury, loss or damage arising out of the actions or omissions of another BlTC Program Participant (including any EITC Program Outreach Participant) or that Participant's users. This indemnity provision shall survive the termination or expiration of this Agreement. GENERAL PROVISIONS 14. The term of this Outreach Participation Agreement shall commence on the Effective Date and terminate on October 15,2003; provided, however, that it may be terminated by Legal Aid on five days' prior written notice. 5 15. Neither Party will take any action that would cause either Party to be deemed to be an "income tax return preparer" within the definition of Section 770 I (a)(36) of the United States Internal Revenue Code of 1986, as amended. Each Party acknowledges that neither it nor the other Party is an "income tax return preparer" and neither Party shall, expressly or by implication, represent that it or the other Party is or was at any time an "income tax return preparer" or permit others to infer that it or the other Party is or was at any time an "income tax return preparer". 16. The Parties recognize that, in any tax filing system and in any internet system, there is the potential for fraudulent use. Each Party agrees to take all reasonable and necessary steps, under the circumstances, to prevent fraudulent use ofthe EIC Module and to inform one another promptly if it obtains knowledge of any such fraudulent use. Compliance with this Agreement shall be deemed to satisfy the requirement of this paragraph 16 as between the Parties. 17. In the performance of this Agreement, the Parties shall not discriminate against any person because ofrace, color, national origin, sex or sexual orientation, age, religion or handicap. 18. This Agreement shall be governed by and construed under the laws of the State of California. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried exclusively in the courts ofthe State of California, for the County of Orange, or in the United States District Court for the Central District of California. EITC Program Outreach Participant hereby irrevocably submits to the jurisdiction of those courts for purposes of enforcement of Legal Aid's rights under this Agreement. The provisions of this paragraph shall survive the termination of this Agreement. 19. No term or provision herein shall be deemed waived and no consent deemed given to any breach of this Agreement unless such waiver or consent is in writing and signed by the Party claimed to have waived or consented. No consent or waiver by a Party to a breach of this Agreement by the other, whether expressed or implied, shall constitute consent to, waiver of, or excuse for any other, different or subsequent breach, whether of the same type or different. 20. Legal Aid shall have the right to assign its rights and obligations under this Agreement to any entity controlled by Legal Aid, by sending EITC Program Outreach Participant a written notice to that effect. EITC Program Outreach Participant may not assign its rights and obligations under this Agreement without the prior written consent of Legal Aid. 6 21. All notices given in connection with this Agreement will be in writing and will be made personally or by first-class, certified, registered or express mail addressed to the other Party at the address stated below: EITC Program Outreach Participant: Clerk ofthe City Council City of Santa Ana 20 Civic Center Plaza (M-30) PO Box 1988 Santa Ana, CA 92702-1988 Telefacsimile (714) 647-6956 With courtesy copies to: City Manager City of Santa Ana 20 Civic Center Plaza (M-31) PO Box 1988 Santa Ana, CA 92702-1988 Telefacsimilie (714) 647-6954 And, City Attorney 20 Civic Center Plaza (M-29) PO Box 1988 Santa Ana, CA 92702 T elefacsimile (714) 647 -6 515 Legal Aid: Legal Aid Society of Orange County, Inc. 902 North Main Street Santa Ana, CA 92701 Attention: Robert J. Cohen Executive Director Notices given by mail will be deemed to have been given two (2) business days after being deposited in a United States Postal Services mailbox or with an express courier service. Changes in address for purposes of giving notice will be effective two (2) weeks after giving notice of the change in address. 7 IN WITNESS WHEREOF, this Outreach Participation Agreement has been executed by a respective signatory of each Party whose signature appears below and who is on the Effective Date duly authorized to execute this Outreach Participation Agreement as a valid and binding contract. ATTEST: DAVID N. REAM City Manager PATRICIA E. HEALY Clerk of the Council JOSEPH W. FLETCHER City Attol;l1ey r o ert J. ohen E;u7:;~3 APPROVED AS TO FORM: By: Date: 4493384 Attached Exhibits: A Features of the EIC Module B Authorized Outreach! Advertising Specific to EITC Program Outreach Participant (Reserved) C Disclaimer 8 EXHIBIT A TO THE OUTREACH PARTICIPATION AGREEMENT Features of the Legal Aid Society of Orange County, Inc. ("Legal Aid") I_CAN!,M Earned Income Credit Module The EIC Module is a self-guided internet application that allows end-users (taxpayers) to complete their Earned Income Tax Credit ("EITC") and other federal tax forms necessary to claim the EITC. It also allows for such documents to be electronically filed with the United States Internal Revenue Service ("IRS"), provided that the taxpayer has a valid e-mail address, and for such documents to be prepared in hard copy for mailing to the IRS if the taxpayer does not have a valid e-mail address. The EIC Module also gives California state income tax filers the ability to prepare their state tax forms in hard copy, to be mailed to the California Franchise Tax Board. The mc Module will produce tax returns in English, but all of the user instructions will be in the language specified by the end-user: English, Spanish or Vietnamese. The electronic communications each e-filer receives from the IRS will be translated into the language the end- user chose when preparing his or her return and will be sent to the end-user's specified e-mail address. The EIC Module will be available at www.icanefile.orgbeginningonoraboutFebruary I, 2003 and, except for maintenance periods, will be available at all times until October 15, 2003. Other helpful information and training materials are currently available at www.icanefile.org/programs. Additional information will be posted as available. Legal Aid reserves the right to change the foregoing if such change is required by the IRS or if, in the sole discretion of Legal Aid, such change appears necessary or advisable. 9 EXHIBIT B TO THE OUTREACH PARTICIPATION AGREEMENT Authorized Outreach/Advertising Specific to EITC Program Outreach Participant Regarding the EIC Module [RESERVED] 10 EXHIBIT C TO THE OUTREACH PARTICIPATION AGREEMENT DISCLAIMER N . . Your use of the I-CAN! Earned Income CredIt Module (the "EIC Module') means you understand and have agreed to all of the following: This is a Free Service for Personal Use Only. The ErC Module is offered FREE by the Legal Aid Society of Orange County, Inc. to eligible taxpayers for individual, personal use. NO WEBSITE, BUSINESS, AGENCY OR PERSON CAN CHARGE YOU, AND YOU CANNOT CHARGE ANYONE ELSE, ANY FEE OF ANY KIND TO USE THE EIC MODULE. Yon Use This Software At Your Own Risk. The Legal Aid Society of Orange County, Inc. and the physical locations that have signed up as "EITC Program Participants" are not responsible for any use or misuse of the ErC Module. THE LEGAL AID SOCIETY OF ORANGE COUNTY, INC. AND THE EITC PROGRAM PARTICIPANTS ARE NOT LIABLE IN ANY WAY FOR ANY ACTIONS TAKEN BY THE IRS OR ANY OTHER AGENCY, OR FOR ANY CONSEQUENCES TO YOU, AS A RESULT OF YOUR USE OF THE EIC MODULE. This Software Does Not Provide Lel!al or Other Professional Advice. The Legal Aid Society of Orange County, Inc. and the EITC Program Participants are not "income tax return preparers". THE EIC MODULE DOES NOT PROVIDE LEGAL, ACCOUNTING OR TAX ADVICE, AND DOES NOT REPLACE SUCH ADVICE FROM A LAWYER OR TAX PROFESSIONAL. This Software Provides Only Basic Information and Certain Tax Forms. The ErC Module provides general information and tax forms only. Based on the personal information you provide, the Erc Module prepares the forms for filing with the IRS or your state tax agency. The Erc Module does not verify any of the personal information you provide. The general information in the Erc Module does not cover all possible personal situations or any exceptions that may apply under the U.S. or a state tax code. THERE IS NO GUARANTY OR WARRANTY THAT THE INFORMATION OR FORMS PROVIDED ARE ACCURATE, COMPLETE OR CURRENT, OR THAT YOUR FILING WILL BE ACCEPTED BY THE IRS OR BY ANY STATE TAX AGENCY, OR THAT YOU WILL GET ANY MONEY. Confidentiality of User Information. Your personal information will be kept strictly confidential in accordance with IRS regulations, will not be used by the Legal Aid Society of Orange County, Inc. or by any ErTC Program Participant, and will not be sent to anyone other than the IRS or your state tax agency. Intel!ritv of This Disclaimer. NO ONE OTHER THAN THE LEGAL AID SOCIETY OF ORANGE COUNTY, INe. CAN CHANGE OR LIMIT TillS DISCLAIMER IN ANY WAY. Location of Disputes Rel!ardinl! EIC Modnle. You agree to bring any court action regarding the operation of the ErC Module in the state courts located in Orange County, California or the federal court for Southern California. You agree to submit to the jurisdiction of those courts and to be bound by the laws of the State of California, without consideration of any choice of law principles.