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21-239121-2391 ORDINANCE NO. _____ _ AN ORDINANCE OF THE CITY OF DENTON AUTHORIZING TIIE CITY MANAGER TO EXECUTE A MEMORANDUM OF UNDERSTANDING (RECIPROCAL AGREEMENT) FOR THE EXCHANGE OF CONFIDENTIAL INFORMATION WITH THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS FOR THE PURPOSE OF AUTHORIZING THE CITY OF DENTON TO EXAMINE CERTAIN CONFIDENTIAL INFORMATION IN THE POSESSION OF THE TEXAS COMPTROLLER OF PUBLIC ACCOUNTS; FOR THE PURPOSE OF FURTHERING CRIMINAL INVESTIGATIONS; AND PROVIDING AN EFFECTVE DATE. WHEREAS, the City of Denton ("City") and the Texas Comptroller of Public Accounts desire to enter into this Agreement to provide for a sharing of confidential information for the purpose of furthering criminal investigations; WHEREAS, the attached Texas Comptroller for Public Accounts Reciprocal Agreement ("MOU") authorizes the City of Denton to examine certain information which is made confidential by Title 2 of the Texas Tax Code ("Confidential Information"); WHEREAS, the City of Denton will allow the Texas Comptroller of Public Accounts to examine tax. information under the control of the City of Denton in a manner substantially equivalent to the City of Denton's access to Confidential Information, as required by Section 151.027(c) (1) of the Texas Tax Code; WHEREAS, the City of Denton Council finds that this Agreement is in the best interests for the safety of the citizens of the City of Denton, and that a valid governmental public pwpose would be served by entering into the Agreement; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1: The findings and recitations contained in the preamble of this Ordinance are incorporated herein by reference. SECTION 2: The City Manager, or designee, is hereby authorized to execute on behalf of the City of Denton the MOU, which is hereby approved and attached hereto as Exhibit "A," made a part hereof by reference, providing for the sharing of confidential information for use during criminal investigations. SECTION 3: That this Ordinance shall become effective immediately upon its passage and approval. The motion to approve this Ordinance was made by X2-< ~ c--("'\ ~k_ and seconded by ::I~:.-SS'.e.. S)~\l ~ S ; this Ordinance was passed and approved by the following vote LL -0 ]: Aye Nay Abstain Absent Mayor Gerard Hudspeth: ✓ Vicki Byrd, District 1: ✓ Brian Beck, District 2: ✓ Jesse Davis, District 3: ✓ Alison Maguire District 4: ✓ Deb Armintor, At Large Place 5: ✓ Paul Meltzer, At Large Place 6: _L PASSED AND APPROVED this the , -r_b. , 2021. ATTEST: ROSA RIOS, CITY SECRETARY BY:~ ~ APPROVED AS TO LEGAL FORM: MACK REINW AND, CITY ATTORNEY CPA CID Agreement# 2021-14 Attachment A: Types of Confidential Information 1. In accordance with Section 11 l.006(e) of the Texas Tax Code, CPA authorizes Entity to examine Confidential Information listed in this Section 1 of Attachment A, and, as required by Section 151.027(c)(l) of the Texas Tax Code, Entity will allow CPA to examine tax information under the control of Entity in a manner substantially equivalent to Entity's access to Confidential Information. A. Information from CPA Relating to Sales Tax. i. As set forth in Section 15l.027(a) of the Texas Tax Code, information in or derived from a record, report, or other instrwnent required to be furnished under Chapter 151 of the Texas Tax Code. ii. As set forth in Section 151.027(b) of the Texas Tax Code, infonnation secured, derived, or obtained during the course of an examination of a taxpayer•s books, records, papers, officers. or employees, including the business affairs, operations, profits, losses, and expenditures of the taxpayer. 2. In accordance with Section 111.006(e) of the Texas Tax Code, CPA authorizes Entity to examine Confidential Information listed in this Section 2 of Attachment A. A. Information from CPA Examinations <Not Motor Fuels). As set forth in Section 11 l.006(a)(2) of the Texas Tax Code, all information secured, derived, or obtained by CPA during the course of an examination of the taxpayer's books, records, papers, officers, or employees, including an examination of the business affairs, operations, source of income, profits, losses, or expenditures of the taxpayer. B. Information from CPA Examinations Relating to Motor Fuels Tax. As set forth in Section l l l .006(g) of the Texas Tax Code, all information secured, derived, or obtained by CPA during the course of an examination of the taxpayer's books. records, papers, officers, or employees, including an examination of the business affairs, operations, sources of income, profits, losses, or expenditures of the taxpayer that relates to the taxpayer•s responsibilities under Chapter 162 of the Texas Tax Code. C. HB 11 Data for Alcoholic Beverages, Cigarettes, and Cigar/Tobacco Products. i. As set forth in Section 151.462 of the Texas Tax Code, monthly reports by a brewer, manufacturer, wholesaler, distributor, or package store local distributor of its alcoholic beverage sales to retailers in Texas. ii. As set forth in Sections 154.212 and 155.105, monthly reports by a wholesaler or distributor of cigarettes, cigars, and tobacco products of its sales to retailers in Texas. D. Financial Information Contained in Cigarette and Cigar/Tobacco Product Permit Applications. i. As set forth in Sections 154.IOl(e) and 155.041(e) of the Texas Tax Code, the following information furnished by each corporation, association, joint venture, syndicate, partnership, or proprietorship: financial infonnation regarding the applicant and the identity of each officer director, stockholder owning 10 percent or more of the outstanding stock, partner member, owner, or managing employee. ii. As set forth in Sections 154.l0l(f) and 155.041(f) of the Texas Tax Code, the following information submitted by a distributor, wholesaler, and retailer that applies for a permit to sell cigarettes or tobacco products from a vehicle: the make, model, vehicle identification number, registration number, and any other information required by CPA. Rev. 10-26-20 Page 1 of2 Attachment CPA CID Agreement# 2021-14 3. In accordance with Section 171.2IO(b)(2) of the Texas Tax Code, CPA authorizes Entity to examine Confidential Information listed in this Section 3 of Attachment A. A. Certain Franchise Tax information. As set forth in Section 171.206 of the Texas Tax Code, and except as provided by Section 171.207 of the Texas Tax Code, (1) information that is obtained from a record or other instrument that is required by Chapter 171 of the Texas Tax Code to be filed with CPA; and (2) information, including information about the business affairs, operations, profits, losses, cost of goods sold, compensation, or expenditures of a taxable entity, obtained by an examination of the books and records, officers, partners, trustees, agents, or employees of a taxable entity on which tax is imposed by Chapter 171 of the Texas Tax Code. Rev. 10-26-20 Page2 of2 Attachment EXHIBIT A CPA CID Agreement # 2021-14 Texas Comptroller of Public Accounts Reciprocal Agreement for Exchange of Confidential Information Under the Texas Tax Code This Reciprocal Agreement ("Agreement") is entered into by and between the Texas Comptroller of Public Accounts ("CPA') and City of Denton (" Entity"). 1. Declaration of Entity Type In accordance with Section 111.006(e) of the Texas Tax Code, Entity certifies it is a Texas law enforcement officer and/or it employs Texas law enforcement officers. Il. CPA's Authorization to Examine Confidential Information; Reciprocal Agreement A. In accordance with the terms of this Agreement, CPA authorizes Entity to examine certain information as set forth in Attachment A, which is made confidential by Title 2 of the Texas Tax Code ("Confidential Information"). Entity shall submit its request(s) to examine Confidential Information to the CPA Criminal Investigations Division. B. If Entity requests to examine Confidential Information described in Section 1 of Attachment A, Entity will allow CPA to examine tax information under the control of Entity in a manner substantially equivalent to Entity's access to Confidential Infflrmation, as required by Section 151.027(c)(1) of the Texas Tax Code. In the event that CPA obtains confidential tax information from Entity under this Agreement, CPA shall comply with Sections III and IV of this Agreement as the receiving party of confidential information. III. Security of Confidential Information Received A. Entity shall take all necessary and appropriate action within its abilities to safeguard the Confidential Information provided under this Agreement and to protect the Confidential Information from unauthorized disclosure. B. Entity shall comply with all applicable state and federal laws and regulations regarding confidentiality, privacy, and security pertaining to the Confidential Information provided under this Agreement. C. Entity shall dispose of the Confidential Information received under this Agreement in a secure manner after Entity's intended use of the Confidential Information has been fulfilled and in accordance with Entity's record retention policies. D. Entity shall provide notice to CPA as soon as possible following the discovery or reasonable belief that there has been unauthorized use, exposure„ access, disclosure, compromise, modification, or loss of sensitive personal information or confidential information under this Agreement ("Security Incident"). CPA and Entity will exchange confidential, detailed security and Security Incident information only between the Information Security Officers for CPA and Entity subject to the mutually agreed restrictions regarding further internal or external dissemination of such confidential information within each agency. CPA and Entity may also disclose confidential, detailed security and Security Incident information to law enforcement authorities as required. To the extent such security and Security Incident information is confidential pursuant to Sections 2054.077, 2059.055, and 552.139, Texas Government Code or other applicable state or federal law, each party shall comply with all applicable statutory requirements and restrictions regarding dissemination of such information. Rev. 10-26-20 Page I of 3 CPA CID Agreement # Number IV. Re -dissemination of Confidential Information Not Authorized; Exception A. Except as provided for in Part B of this Section IV, Entity shall not disseminate any Confidential Information obtained through this Agreement. B. Pursuant to Section 111.006(c) ofthe Texas Tax Code, CPA authorizes Entity to use information or records obtained under this Agreement in a judicial or administrative proceeding in which the State of Texas, another state, or the federal government is a party. C. If dissemination is requested by a third party entity, Entity shall promptly notify CPA of such request. Entity will direct the third -party entity requesting access to Confidential Information to contact CPA so that CPA can assess the eligibility of such third -parry entity to receive Confidential Information. If CPA determines that the requesting third -party entity is eligible, such third -party entity will execute its own information exchange agreement with CPA. V. Term; Termination; Amendment; Effect of Termination A. This Agreement is effective upon the date of the last Party to sign (the "Effective Date) and will continue for a period of four (4) years from the Effective Date, unless otherwise sooner terminated as provided herein. B. The obligations under Sections III and IV of this Agreement shall survive the expiration or early termination of this Agreement. C. This Agreement is subject to termination for convenience upon thirty (30) days written notice by either party to the other. CPA shall have no liability whatsoever to any other party, person, agency, or entity upon termination of this Agreement for any reason, whether for cause or for convenience. D. This Agreement may be amended only in writing by an instrument signed by CPA and Entity. VI. General A. Assianment. No assignment of this Agreement or of any right accruing hereunder shall be made, in whole or part, by either Party without the prior written consent of the other, unless authorized by law. B, Dispute Resolution. The Parties agree to use good -faith efforts to resolve all questions, difficulties, or disputes of any nature that may arise under or by this Agreement; provided however, nothing in this paragraph shall preclude either Party from pursuing any remedies available under Texas law. C. No Waiver. This Agreement shall not constitute or be construed as a waiver of any of the privileges, rights, defenses, remedies, or immunities available to either party or otherwise available to the party. The failure to enforce or any delay in the enforcement of any privileges, rights, defenses, remedies, or immunities available to a party under this Agreement or under applicable law shall not constitute a waiver of such privileges, rights, defenses, remedies, or immunities or be considered as a basis for estoppel. Neither party waives any privileges, rights, defenses, or immunities available to it by entering into this Agreement or by its conduct prior to or subsequent to entering into this Agreement. D. Severability. If one or more provisions are deemed invalid, illegal, or unenforceable for any reason, such invalidity, illegality or unenforceability shall not affect any other provision and this Agreement shall be construed as ifthe invalid, illegal or unenforceable provision had never been contained herein. E. Headings. The headings used in this Agreement are for ease of reference only and will not be used to interpret any aspect of this Agreement. Rev. 10-26-20 Page 2 of 3 CPA CID Agreement # 2021-14 F. Survival. The expiration or termination of this Agreement shall not affect the rights and obligations of the Parties accrued prior to the effective date of expiration or termination and such rights and obligations shall survive and remain enforceable. G. GoverningLaw,. This Agreement is governed by and construed under and in accordance with the laws of the State ofTexas. VII. Notices Any legal notice relating to this Agreement shall be in writing and shall be addressed to the receiving party at the address specified below. 1. The address of CPA for all purposes under this Agreement and for all notices hereunder shall be: James Harris Chief, Criminal Investigations Division Texas Comptroller of Public Accounts 208 E. 10' Street, Room 206 Austin, Texas 78701 2. The address of Entity for all purposes under this Agreement and for all notices hereunder shall be: Frank Padgett Deputy Chief Denton Police Department 601 E. Hickory Street Denton, Texas 76205 VIII. Merger This Agreement, together with Attachment A which is incorporated herein by this reference, contains the entire agreement between the Parties relating to the rights granted and the obligations assumed in it. Any oral representations or modifications concerning this Agreement shall be of no force or effect unless contained in a subsequent writing, signed by both Parties. This Agreement supersedes any other reciprocal agreement previously made by CPA and Entity, and any other reciprocal agreement previously trade by CPA and Entity is terminated. IX. Signatories The undersigned signatories represent and warrant that they have full authority to enter into this Agreement on behalf ofthe respective Parties. This Agreement may be executed in one or more counterpats, each of which is an original, and all of which constitute only one agreement between the Parties. Texas Comptrollerof Public Accounts BY: James Harris Chief, Criminal Investigations Division DATE: Rev. 10-26-20 City of Denton BY: NAME: Sara Hensley TITLE: Interim Ci ane DATE: — Page 3 of 3 1/5/2022 ATTEST: . y 0 F D iN',, ROSA BIOS CITY SECRETARY BY:"`* s Pg APPROVED AS TO LEGAL FORM:fa i ; MACK REINWAND, CITY ATTORNEY n BY: , THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. M4 X L)A— Signature Chief of Police Title Denton Police Department Department Date Signed: November 29, 2021