HomeMy WebLinkAboutP-25-062 Meadowlark Engineering LLC Agreement.pdf P-25-062
Meadowlark Engineering LLC
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated March 1, 2025 and is between
3 Meadowlark Engineering LLC, a California limited liability company ("Meadowlark" or
4 "Contractor") with a place of business at 9349 Wister Dr., La Mesa CA 91941, and the County of
5 Fresno, a political subdivision of the State of California ("County").
6 Recitals
7 A. WHEREAS, Contractor offers a software solution for automatic redaction of case
8 materials through Contractor's technology platform (the "Redaction Service" or
9 "RaceBlindRedact.com") and providing "Redacted Documents" for download;
10 B. WHEREAS, County's District Attorney's Office (DA) desires access to the Redaction
11 Service on existing computers, provided by County, in order to redact case materials in
12 accordance with California Penal Code section 741 ("PC 741");
13 C. WHEREAS, Contractor desires to provide County the Redaction Service and any access
14 thereto, subject to the terms and conditions of this Agreement, solely for the purpose of making
15 initial charging decisions in compliance with PC 741 ("the Purpose").
16 NOW, THEREFORE, The parties therefore agree as follows and further agree to
17 incorporate the Recitals into this Agreement.
18 Article 1
19 Contractor's Services
20 1.1 Scope of Services. The Contractor shall perform all of the services provided in
21 Exhibit A to this Agreement, titled "Scope of Services."
22 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
23 able to perform all of the services provided in this Agreement.
24 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
25 applicable federal, state, and local laws and regulations in the performance of its obligations
26 under this Agreement, including but not limited to workers compensation, labor, and
27 confidentiality laws and regulations.
28 1.4 FBI CJIS/CA DOJ Compliance
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1 (A) Contractor represents that its Race-Blind Redact solution may store Criminal
2 Justice Information (CJI) or Personally Identifiable Information ("PII"). The content may
3 be temporarily stored in memory on Meadowlark Engineering servers.
4 (B) Contractor shall sign and submit appropriate CA DOJ CLETS (California Law
5 Enforcement Telecommunications System)forms to the DA CLETS Coordinator
6 ("DACC") to keep on file for systems which may store CJI or PH from CLETS.
7 Contractor's staff shall take Security Awareness Training according to the CA DOJ
8 required interval. Contractor's staff shall register all staff within CJISOnline.com for
9 tracking their Security Awareness Training Status.
10 1.5 Background Checks
11 (A) Contractor's staff assigned to this Agreement shall pass the DA's standard
12 background check before entry into DA's facilities for onsite support or training services.
13 Contractor is solely responsible for providing adequate staffing that meets this
14 requirement.
15 (B) Contractor's staff who are onsite are required to be escorted by a DA staff
16 member.
17 (C) Contractor's staff who have access to unencrypted DA data or encryption keys to
18 access encrypted DA data stored in cloud services or on-premises which may contain
19 Criminal Justice Information (CJI) or Personally Identifiable Information (PII) shall pass
20 the DA's standard background check before accessing any DA data.
21 (D)The Contractor shall be responsible for all costs of the DA's background check,
22 including processing fees, fingerprinting, transportation, lodging and food.
23 1.6 Security and Privacy
24 (A) Contractor shall at all times use its best efforts, but in no event, less than current
25 industry practices to protect the security and privacy of the system and all County data
26 where "security" is defined as protection of software and data from natural and human
27 caused hazards, and where "privacy" is defined as protection of software and data from
28 unauthorized access and manipulation. Contractor shall also assure integrity of data by
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1 establishing and maintaining safeguards against the destruction, loss or unauthorized
2 alteration of County's data. Contractor shall further design the system to prevent, to the
3 greatest extent possible, security or privacy breach, and to provide recovery and backup
4 operation.
5 (B) Contractor shall comply with Exhibit E, Data Security, attached and incorporated
6 by this reference.
7 (C) If either County or Contractor becomes aware of a system security or privacy
8 breach, it shall notify the other Party thereof. Contractor will investigate reach of breach,
9 impact, root cause and remediate the cause of the breach as soon as possible, in
10 compliance with Exhibit E. Contractor shall generate a post mortem report as soon as it
11 is practical and provide to the County when available.
12 (D) In the event that the Contractor uses a new Sub-processor of County Content
13 within the Scope of Services, the Contractor shall inform County in writing of the
14 identification details of the Sub-processor and the subcontracted services. The notice
15 shall be provided by e-mail to subscribers to the New Sub-processor Notification List a
16 minimum of 30 days prior to the sub-processor processing County Data. Subcontracting
17 may be carried out if County does not express its opposition in writing within fifteen (15)
18 calendar days of receipt of the communication from the Contractor. In the event that the
19 County objects to the engagement of the Sub-processor, the Contractor shall provide
20 County in writing with a description of commercially reasonable alternatives, which may
21 include a modification of the Services if necessary.
22 1.7 Disabling Code and Viruses
23 (A) Contractor shall make reasonable efforts to ensure that all Services provided
24 under this Agreement do not contain any virus, Trojan horse, worm, backdoor, shutdown
25 mechanism or similar software, code or program ("malicious programs") which may have
26 the effect of disabling, denying authorized access to, damaging, corrupting or destroying
27 any County data or portion of the System or County's other systems, networks or
28 software.
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1 (B) If either County or Contractor becomes aware of the existence of such malicious
2 program, it shall notify the other Party thereof and Contractor shall promptly remove the
3 malicious program, repair the System and the County's data, and repair any other
4 damage done by the malicious program.
5
6 Article 2
7 County's Responsibilities
8 2.1 The County shall be responsible for use of Meadowlark's Application Programming
9 Interface (API) and its end users may not use the API in any way other than as expressly
10 permitted under this Agreement.
11 2.2 Use of Meadowlark's API is governed by the Meadowlark Terms of Use Appendix,
12 attached as Exhibit F, incorporated by this reference.
13 Article 3
14 Compensation, Invoices, and Payments
15 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
16 the performance of its services under this Agreement as detailed in Exhibit B to this Agreement,
17 titled "Compensation," incorporated herein by reference.
18 3.2 Maximum Compensation. The maximum compensation payable to the Contractor
19 under this Agreement is One Hundred Two Thousand Dollars ($102,000)for the entire one (1)
20 year term of this Agreement pursuant to Exhibit B. The Contractor acknowledges that the
21 County is a local government entity, and does so with notice that the County's powers are
22 limited by the California Constitution and by State law, and with notice that the Contractor may
23 receive compensation under this Agreement only for services performed according to the terms
24 of this Agreement and while this Agreement is in effect, and subject to the maximum amount
25 payable under this section. The Contractor further acknowledges that County employees have
26 no authority to pay the Contractor except as expressly provided in this Agreement.
27 3.3 No-Fee Term. Meadowlark may, at its sole discretion, grant the County access to all
28 or part of the Services for a period specified in Exhibit B (the "No-Fee Term' or"Evaluation
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1 Term"). During the No-Fee Term, County shall not be required to pay any fees or charges for its
2 access to or use of the Services. Meadowlark reserves the right to terminate or modify the No-
3 Fee Term at any time, in accordance with the terms of this Agreement.
4 3.4 Invoices. The Contractor shall submit invoices to the Fresno County District
5 Attorney's Office, 2100 Tulare Street, Fresno, CA 93721-2103, Attention: Business Office or
6 email to aBusinessOffice(a)fresnocountyca.qo, pursuant to Exhibit B. Contractor shall invoice
7 on the date specified on the invoicing plan outlined in Exhibit B (under invoicing and payment
8 terms).
9 3.5 Payment. The County shall pay each correctly completed and timely submitted
10 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
11 address specified in the invoice.
12 3.6 Incidental Expenses. The Contractor is solely responsible for all of its costs and
13 expenses that are not specified as payable by the County under this Agreement.
14 Article 4
15 Term of Agreement
16 4.1 Term. This Agreement is effective on March 1, 2025, and terminates on February 28,
17 2026, except as provided in Article 6, "Termination and Suspension," below.
18 Article 5
19 Notices
20 5.1 Contact Information. The persons and their addresses having authority to give and
21 receive notices provided for or permitted under this Agreement include the following:
22
For the County:
23 Business Manager
Fresno County District Attorney's Office
24 2100 Tulare Street
Fresno, CA 93721-2103
25 nARi icinacc(lffir fresnocountyca.gov
(559) 600-4447
26
For the Contractor:
27 Joshua Shapiro, CEO
Meadowlark Engineering LLC
28 9349 Wister Dr., La Mesa, CA 91941
jshapiro(a-mea_ vlarkengineering.com
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1 +1 (205) 207-0297
2 5.2 Change of Contact Information. Either party may change the information in section
3 5.1 by giving notice as provided in section 5.3.
4 5.3 Method of Delivery. Each notice between the County and the Contractor provided
5 for or permitted under this Agreement must be in writing, state that it is a notice provided under
6 this Agreement, and be delivered either by personal service, by first-class United States mail, by
7 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
8 Document Format (PDF) document attached to an email.
9 (A) A notice delivered by personal service is effective upon service to the recipient.
10 (B) A notice delivered by first-class United States mail is effective three County
11 business days after deposit in the United States mail, postage prepaid, addressed to the
12 recipient.
13 (C)A notice delivered by an overnight commercial courier service is effective one
14 County business day after deposit with the overnight commercial courier service,
15 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
16 the recipient.
17 (D)A notice delivered by telephonic facsimile transmission or by PDF document
18 attached to an email is effective when transmission to the recipient is completed (but, if
19 such transmission is completed outside of County business hours, then such delivery is
20 deemed to be effective at the next beginning of a County business day), provided that
21 the sender maintains a machine record of the completed transmission.
22 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
23 nothing in this Agreement establishes, waives, or modifies any claims presentation
24 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
25 of Title 1 of the Government Code, beginning with section 810).
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1 Article 6
2 Termination and Suspension
3 6.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
4 contingent on the approval of funds by the appropriating government agency. If sufficient funds
5 are not allocated, then the County, upon at least 30 days' advance written notice to the
6 Contractor, may:
7 (A) Modify the services provided by the Contractor under this Agreement; or
8 (B) Terminate this Agreement.
9 6.2 Termination for Breach.
10 (A) Upon determining that a breach (as defined in paragraph (C) below) has
11 occurred, the County may give written notice of the breach to the Contractor. The written
12 notice may suspend performance under this Agreement, and must provide at least 30
13 days for the Contractor to cure the breach.
14 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
15 time stated in the written notice, the County may terminate this Agreement immediately.
16 (C) For purposes of this section, a breach occurs when, in the determination of the
17 County, the Contractor has:
18 (1) Obtained or used funds illegally or improperly;
19 (2) Failed to comply with any part of this Agreement;
20 (3) Submitted a substantially incorrect or incomplete report to the County; or
21 (4) Improperly performed any of its obligations under this Agreement.
22 6.3 Termination without Cause. In circumstances other than those set forth above, the
23 County may terminate this Agreement by giving at least 30 days advance written notice to the
24 Contractor.
25 6.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
26 under this Article 6 is without penalty to or further obligation of the County.
27 6.5 County's Rights upon Termination. Upon termination for breach under this Article
28 6, the County may demand repayment by the Contractor for a pro-rata portion of the pre-paid
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1 fees for Services not received due to such termination. The Contractor shall promptly refund all
2 such monies upon demand. This section survives the termination of this Agreement.
3 Article 7
4 Independent Contractor
5 7.1 Status. In performing under this Agreement, the Contractor, including its officers,
6 agents, employees, and volunteers, is at all times acting and performing as an independent
7 contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
8 venturer, partner, or associate of the County.
9 7.2 Verifying Performance. The County has no right to control, supervise, or direct the
10 manner or method of the Contractor's performance under this Agreement, but the County may
11 verify that the Contractor is performing according to the terms of this Agreement.
12 7.3 Benefits. Because of its status as an independent contractor, the Contractor has no
13 right to employment rights or benefits available to County employees. The Contractor is solely
14 responsible for providing to its own employees all employee benefits required by law. The
15 Contractor shall save the County harmless from all matters relating to the payment of
16 Contractor's employees, including compliance with Social Security withholding and all related
17 regulations.
18 7.4 Services to Others. The parties acknowledge that, during the term of this
19 Agreement, the Contractor may provide services to others unrelated to the County.
20 Article 8
21 Indemnity and Defense
22 8.1 Indemnity. Agency shall defend, indemnify and hold harmless Meadowlark, its
23 representatives and assigns from and against any and all claims and/or liability for damages or
24 injunctive relief for alleged violation of PC §741, and or allegations, complaints or enforcement
25 actions which refer or relate to the issues addressed by PC §741. Agency's duty to defend and
26 indemnify Meadowlark extends to alleged claims for property, injury to or death of any person,
27 or any other liability, including all expenses, legal or otherwise, to the extent allegedly caused by
28 any act or omission, negligent or otherwise, by Agency for violations of PC §741, provided,
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1 however, that Meadowlark shall not be entitled to indemnity under this Section 8.1 in respect of
2 any injury, loss, or damage to the extent that such loss, injury, or damage results from the
3 negligence or misconduct by Meadowlark.
4 8.2 Survival. This Article 8 survives the termination or expiration of this Agreement.
5 Article 9
6 Insurance
7 9.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
8 Agreement.
9 Article 10
10 Inspections, Audits, and Public Records
11 10.1 Inspection of Documents. The Contractor shall make available to the County, and
12 the County may examine at any time during business hours and as often as the County deems
13 necessary, all of the Contractor's records and data with respect to the matters covered by this
14 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
15 request by the County, permit the County to audit and inspect all of such records and data to
16 ensure the Contractor's compliance with the terms of this Agreement.
17 10.2 State Audit Requirements. If the compensation to be paid by the County under this
18 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
19 California State Auditor, as provided in Government Code section 8546.7, for a period of three
20 years after final payment under this Agreement. This section survives the termination of this
21 Agreement.
22 10.3 Public Records. The County is not limited in any manner with respect to its public
23 disclosure of this Agreement or any record or data that the Contractor may provide to the
24 County. The County's public disclosure of this Agreement or any record or data that the
25 Contractor may provide to the County may include but is not limited to the following:
26 (A) The County may voluntarily, or upon request by any member of the public or
27 governmental agency, disclose this Agreement to the public or such governmental
28 agency.
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1 (B) The County may voluntarily, or upon request by any member of the public or
2 governmental agency, disclose to the public or such governmental agency any record or
3 data that the Contractor may provide to the County, unless such disclosure is prohibited
4 by court order.
5 (C)This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure under the Ralph M. Brown Act (California
7 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
8 (D)This Agreement, and any record or data that the Contractor may provide to the
9 County, is subject to public disclosure as a public record under the California Public
10 Records Act (California Government Code, Title 1, Division 10, Chapter 3.5, beginning
11 with section 7920.000) ("CPRA").
12 (E) This Agreement, and any record or data that the Contractor may provide to the
13 County, is subject to public disclosure as information concerning the conduct of the
14 people's business of the State of California under California Constitution, Article 1,
15 section 3, subdivision (b).
16 (F) Any marking of confidentiality or restricted access upon or otherwise made with
17 respect to any record or data that the Contractor may provide to the County shall be
18 disregarded and have no effect on the County's right or duty to disclose to the public or
19 governmental agency any such record or data.
20 10.4 Public Records Act Requests. If the County receives a written or oral request
21 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
22 and which the County has a right, under any provision of this Agreement or applicable law, to
23 possess or control, then the County may demand, in writing, that the Contractor deliver to the
24 County, for purposes of public disclosure, the requested records that may be in the possession
25 or control of the Contractor. Within five business days after the County's demand, the
26 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
27 possession or control, together with a written statement that the Contractor, after conducting a
28 diligent search, has produced all requested records that are in the Contractor's possession or
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1 control, or (b) provide to the County a written statement that the Contractor, after conducting a
2 diligent search, does not possess or control any of the requested records. The Contractor shall
3 cooperate with the County with respect to any County demand for such records. If the
4 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
5 CPRA or other applicable law, it must deliver the record or data to the County and assert the
6 exemption by citation to specific legal authority within the written statement that it provides to
7 the County under this section. The Contractor's assertion of any exemption from disclosure is
8 not binding on the County, but the County will give at least 10 days' advance written notice to
9 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
10 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
11 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
12 failure to produce any such records, or failure to cooperate with the County with respect to any
13 County demand for any such records.
14 Article 11
15 Disclosure of Self-Dealing Transactions
16 11.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
17 or changes its status to operate as a corporation.
18 11.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
19 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
20 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
21 the County before commencing the transaction or immediately after.
22 11.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
23 a party and in which one or more of its directors, as an individual, has a material financial
24 interest.
25 Article 12
26 General Terms
27 12.1 Modification. Except as provided in Article 6, "Termination and Suspension," this
28 Agreement may not be modified, and no waiver is effective, except by written agreement signed
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1 by both parties. The Contractor acknowledges that County employees have no authority to
2 modify this Agreement except as expressly provided in this Agreement.
3 12.2 Non-Assignment. Neither party may assign its rights or delegate its obligations
4 under this Agreement without the prior written consent of the other party.
5 12.3 Governing Law. The laws of the State of California govern all matters arising from
6 or related to this Agreement.
7 12.4 Jurisdiction and Venue. This Agreement is signed and performed in Fresno
8 County, California. Contractor consents to California jurisdiction for actions arising from or
9 related to this Agreement, and, subject to the Government Claims Act, all such actions must be
10 brought and maintained in Fresno County.
11 12.5 Construction. The final form of this Agreement is the result of the parties' combined
12 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
13 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
14 against either party.
15 12.6 Publicity. Contractor has the right to reference and use County's name and
16 trademarks and disclose the nature of the Services provided hereunder in each case in
17 business and development and marketing efforts, including without limitation on Meadowlark's
18 website and websites operated by Meadowlark.
19 12.7 Days. Unless otherwise specified, "days" means calendar days.
20 12.8 Headings. The headings and section titles in this Agreement are for convenience
21 only and are not part of this Agreement.
22 12.9 Severability. If anything in this Agreement is found by a court of competent
23 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
24 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
25 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
26 intent.
27 12.10 Nondiscrimination. During the performance of this Agreement, the Contractor shall
28 not unlawfully discriminate against any employee or applicant for employment, or recipient of
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1 services, because of race, religious creed, color, national origin, ancestry, physical disability,
2 mental disability, medical condition, genetic information, marital status, sex, gender, gender
3 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
4 all applicable State of California and federal statutes and regulation.
5 12.11 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
6 of the Contractor under this Agreement on any one or more occasions is not a waiver of
7 performance of any continuing or other obligation of the Contractor and does not prohibit
8 enforcement by the County of any obligation on any other occasion.
9 12.12 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
10 between the Contractor and the County with respect to the subject matter of this Agreement,
11 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
12 publications, and understandings of any nature unless those things are expressly included in
13 this Agreement. If there is any inconsistency between the terms of this Agreement without its
14 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
15 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
16 exhibits.
17 12.13 No Third-Party Beneficiaries. This Agreement does not and is not intended to
18 create any rights or obligations for any person or entity except for the parties.
19 12.14 Authorized Signature. The Contractor represents and warrants to the County that:
20 (A) The Contractor is duly authorized and empowered to sign and perform its
21 obligations under this Agreement.
22 (B) The individual signing this Agreement on behalf of the Contractor is duly
23 authorized to do so and his or her signature on this Agreement legally binds the
24 Contractor to the terms of this Agreement.
25 12.15 Electronic Signatures. The parties agree that this Agreement may be executed by
26 electronic signature as provided in this section.
27 (A) An "electronic signature" means any symbol or process intended by an individual
28 signing this Agreement to represent their signature, including but not limited to (1) a
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1 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
2 electronically scanned and transmitted (for example by PDF document) version of an
3 original handwritten signature.
4 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
5 equivalent to a valid original handwritten signature of the person signing this Agreement
6 for all purposes, including but not limited to evidentiary proof in any administrative or
7 judicial proceeding, and (2) has the same force and effect as the valid original
8 handwritten signature of that person.
9 (C)The provisions of this section satisfy the requirements of Civil Code section
10 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
11 Part 2, Title 2.5, beginning with section 1633.1).
12 (D) Each party using a digital signature represents that it has undertaken and
13 satisfied the requirements of Government Code section 16.5, subdivision (a),
14 paragraphs (1) through (5), and agrees that each other party may rely upon that
15 representation.
16 (E) This Agreement is not conditioned upon the parties conducting the transactions
17 under it by electronic means and either party may sign this Agreement with an original
18 handwritten signature.
19 12.16 Counterparts. This Agreement may be signed in counterparts, each of which is an
20 original, and all of which together constitute this Agreement.
21 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2 Meadowlark Engine ing LLC
COUNTY OF FRESNO
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Digitally signed by Riley Blackburn
4 Joshua Shapiro, CEO Riley Blackburn Date:2025.02.24 11 55 20-08'00'
5 9349 Wister Dr. Riley Blackburn, Purchasing Manager
La Mesa, CA 91941
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Exhibit A
1
Scope of Services
2
3 Reference: 20241216-093819248
4 Product: Race BlindRedact.com
Date: Dec 16,2024
5
6 Customer: Fresno County District Attorney
Contact: Rosalyn Bennett
7 Email: rbennett@fresnocountyca.gov
Phone: (559) 600-4463
8
9 Prepared By: Joshua Shapiro, CEO
Company: Meadowlark Engineering LLC
10 Email: jshapiro@meadowlarkengineering.com
Address: 9349 Wister Dr., La Mesa, CA 91941
11 Scope of Work
12 Meadowlark Engineering LLC will provide the following products and services to the Fresno County
13
District Attorney's Office
14
Item/ Description of Work
15
RaceBlindRedact API and Web Access
16
Article 13 One-year base subscription to the RaceBlindRedact SaaS including API and
17 Web Interface
18 Article 14 Includes a total of 40,000 provisioned redaction requests annually.
Article 15 Rate-limited to 4 requests per minute.
19
20 RaceBlindRedact Zero Cost Evaluation
21 Article 16 Full access to the RaceBlindRedact API and Web Interface until March 1, 2025
Article 17 Includes a total of 5,000 provisioned redaction requests
22 Article 18 Rate-limited to 4 requests per minute
23
24 PowerShell Command Line Tool
25 • A command line tool for invoking the redaction engine via PowerShell or a linux BASH
shell
26
27 Helpdesk Support
28 • Email-based helpdesk support for incident reporting and response.
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Exhibit A
1 • Provided at no additional cost.
2
3 Option 1:
4 Optional additional provisioned redaction requests for remainder of subscription term.
5 Additional requests above base provisioned upon written request from authorized
6 contracting representative per the following fee schedule:
7 • 10,000 requests: $18,000
8 • 20,000 requests: $36,000
9
Option 2:
10
Optional professional services that are not included in the base scope of work. Services
11
under this line item will only be performed upon receipt of a written request from an
12
authorized contracting official. Such a request must clearly outline the scope of the
13
additional work and any associated terms. Services may include:
14
15
16 • Engineering Support for automating redaction of case materials.
• Other professional services as requested by customer.
17
18
19 This Agreement includes the professional services outlined in Option 2
20
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Exhibit B
1
Work Order Form
2
3 Reference: 20241216-093819248
4 Product: Race BlindRedact.com
Date: Dec 16,2024
5
6 Customer: Fresno County District Attorney
Contact: Rosalyn Bennett
7 Email: rbennett@fresnocountyca.gov
Phone: (559)600-4463
8
9 Prepared By: Joshua Shapiro, CEO
Company: Meadowlark Engineering LLC
10 Email: ishapiro meadowlarkengineering.com
Address: 9349 Wister Dr., La Mesa, CA 91941
11 Scope of Work
12 Meadowlark Engineering LLC will provide the following products and services to the Fresno County
13
District Attorney's Office
14
Item/ Description of Work Price
15
RaceBlindRedact API and Web Access $72,000
16
Article 19 One-year base subscription to the RaceBlindRedact SaaS
17 including API and Web Interface
18 Article 20 Includes a total of 40,000 provisioned redaction requests
annually.
19 Article 21 Rate-limited to 4 requests per minute.
20
RaceBlindRedact Zero Cost Evaluation $0
21
Article 22 Full access to the RaceBlindRedact API and Web Interface until
22 March 1, 2025
23 Article 23 Includes a total of 5,000 provisioned redaction requests
Article 24 Rate-limited to 4 requests per minute
24
25 PowerShell Command Line Tool $0
26 • A command line tool for invoking the redaction engine via PowerShell
27 or a linux BASH shell
28
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Exhibit B
1 Helpdesk Support $0
2 • Email-based helpdesk support for incident reporting and response.
3 • Provided at no additional cost.
Option 1: See adjacent fee
4
Optional additional provisioned redaction requests for remainder of schedule
5
subscription term. Additional requests above base provisioned upon
6
written request from authorized contracting representative per the
7
8 following fee schedule:
• 10,000 requests: $18,000
9 • 20,000 requests: $36,000
10
11 Option 2: $250/hour
12 Optional professional services that are not included in the base scope of
13 work. Services under this line item will only be performed upon receipt of a Reimbursement
14 written request from an authorized contracting official. Such a request for approved
15 must clearly outline the scope of the additional work and any associated travel expenses.
16 terms.Services may include:
17
Not To Exceed
18
• Engineering Support for automating redaction of case materials. $30,000 (120
19 • Other professional services as requested by customer.
hours) in
20
aggregate
21
22 Invoicing and Payment Terms
23 • Net 45 upon receipt of invoice
• RaceBlindRedact base subscription invoiced upon signed execution of this Agreement.
24 . Option 1 is invoiced upon receipt of written request from authorized contracting
25 representative
• Services performed under option 2 will be invoiced in the month following the month the
26 service was performed
27 Timeline
28 Article 25 The term of the raceblindredact.com subscription is 1 year from the start date
referenced herein.
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Exhibit B
1 Article 26 The term of Option 1 is 1 year from the start date referenced herein.
2 Article 27 The period of performance for Option 2 is 1 year from the start date referenced herein
Article 28 Zero cost/dollar access to the RaceBlindRedact Services are effective immediately and
3 expire on March 1,2025.
4
5 Assumptions & Responsibilities
6 Article 29 County is responsible for ensuring that all necessary systems are in place for the
7 integration and use of the RaceBlindRedact Services.
Article 30 Meadowlark Engineering will not retain any case materials submitted for redaction in
8 accordance with the Data Preservation policy.
9 Article 31 County will be responsible for the retention and preservation of all case materials.
10
11 Payment of Fees
12 Article 32 Subscription Fees. County shall pay Meadowlark the subscription Fee (as
described on the Work Order Form attached hereto) as set forth on the Order Form on or
13 before the 45th day following the Effective Date of this Agreement. Meadowlark shall have
no liability resulting from any delay by County in installing the Command Line Tool on the
14 County Hardware.
15 Article 33 Overage Fees. If County exceeds the Provisioned Redaction Requests, County
agrees to pay for each additional Redaction Request at the rate specified in the Order Form.
16 Meadowlark will invoice County for Overage Fees no less frequently than every 30 days.
17 The Agency shall remit payment for invoiced Overage Fees to Meadowlark within 45 days of
the invoice date.
18 Article 34 Changes to Fees. If County believes that Meadowlark has billed County incorrectly,
19 County must contact Meadowlark no later than sixty (60) days after the closing date on the
first billing statement in which the error or problem appeared, in order to receive an
20 adjustment or credit. Inquiries should be directed to Meadowlark's support department.
21 County acknowledges and agrees that a failure to contact Meadowlark within this sixty (60)
day period will serve as a waiver of any claim County may have had as a result of such
22 billing error.
23 Article 35 Invoicing, Late Fees, Taxes. Meadowlark may choose to bill through an invoice, in
which case, full payment for invoices issued in any given month must be received by
24 Meadowlark thirty (30) days after the mailing date of the invoice. If County is a non-tax
exempt entity, County shall be responsible for all taxes associated with Services other than
25 U.S. taxes based on Meadowlark's net income.
26
27
28
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Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
contractor's board of directors ("County Contractor"), must disclose any self-dealing transactions
that they are a party to while providing goods, performing services, or both for the County. A
self-dealing transaction is defined below:
"A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest."
The definition above will be used for purposes of completing this disclosure form.
Instructions
(1) Enter board member's name, job title (if applicable), and date this disclosure is being
made.
(2) Enter the board member's company/agency name and address.
(3) Describe in detail the nature of the self-dealing transaction that is being disclosed to the
County. At a minimum, include a description of the following:
a. The name of the agency/company with which the corporation has the transaction;
and
b. The nature of the material financial interest in the Corporation's transaction that
the board member has.
(4) Describe in detail why the self-dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
The form must be signed by the board member that is involved in the self-dealing
transaction described in Sections (3) and (4).
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Exhibit C
(1) Company Board Member Information:
Name: Joshua Shapiro Date: February 13,2025
Job Title: CEO
(2) Company/Agency Name and Address:
Meadowlark Engineering LLC
9349 Wister Dr.
La Mesa,CA 91941
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a
party to)
Meadowlark Engineering LLC is not a Nonprofit public benefit corporation,so no self-dealing transaction has occured.
(4) Explain why this self-dealing transaction is consistent with the requirements of
Corporations Code § 5233 (a)
Not applicable,as Meadowlark Engineering LLC is not a nonprofit public benefit corporation.
(5) Authorized Signature
Signature: Date: February 13,2025
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Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(F) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data) that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
system failure; (v) data recovery; (vi) failure to timely disclose data breach or Security
Breach; (vii)failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
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Exhibit D
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
2. Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnocountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
(iv) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(v) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
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Exhibit D
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Subcontractors. The Contractor shall require and verify that all subcontractors used by
the Contractor to provide services under this Agreement maintain insurance meeting all
insurance requirements provided in this Agreement. This paragraph does not authorize
the Contractor to provide services under this Agreement using subcontractors.
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Exhibit E
Data Security
1. Definitions
Capitalized terms used in this Exhibit E have the meanings set forth in this section 1.
(A) "Authorized Employees" means the Contractor's employees who have access to
Personal Information.
(B) "Authorized Persons" means: (i) any and all Authorized Employees; and (ii) any
and all of the Contractor's subcontractors, representatives, agents, outsourcers, and
consultants, and providers of professional services to the Contractor, who have
access to Personal Information and are bound by law or in writing by confidentiality
obligations sufficient to protect Personal Information in accordance with the terms of
this Exhibit E.
(C) "Director" means the County's Director of Internal Services/Chief Information Officer
or his or her designee.
(D) "Disclose" or any derivative of that word means to disclose, release, transfer,
disseminate, or otherwise provide access to or communicate all or any part of any
Personal Information orally, in writing, or by electronic or any other means to any
person.
(E) "Person" means any natural person, corporation, partnership, limited liability
company, firm, or association.
(F) "Personal Information" means any and all information, including any data, provided,
or to which access is provided, to the Contractor by or upon the authorization of the
County, under this Agreement, including but not limited to vital records, that: (i)
identifies, describes, or relates to, or is associated with, or is capable of being used
to identify, describe, or relate to, or associate with, a person (including, without
limitation, names, physical descriptions, signatures, addresses, telephone numbers,
e-mail addresses, education, financial matters, employment history, and other unique
identifiers, as well as statements made by or attributable to the person); (ii) is used or
is capable of being used to authenticate a person (including, without limitation,
employee identification numbers, government-issued identification numbers,
passwords or personal identification numbers (PINs), financial account numbers,
credit report information, answers to security questions, and other personal
identifiers); or (iii) is personal information within the meaning of California Civil Code
section 1798.3, subdivision (a), or 1798.80, subdivision (e). Personal Information
does not include publicly available information that is lawfully made available to the
general public from federal, state, or local government records.
(G) "Privacy Practices Complaint" means a complaint received by the County relating
to the Contractor's (or any Authorized Person's) privacy practices, or alleging a Security Breach.
Such complaint shall have sufficient detail to enable the Contractor
to promptly investigate and take remedial action under this Exhibit E.
(H) "Security Safeguards" means physical, technical, administrative or organizational
security procedures and practices put in place by the Contractor (or any Authorized
Persons) that relate to the protection of the security, confidentiality, value, or integrity
of Personal Information. Security Safeguards shall satisfy the minimal requirements
set forth in section 3(C) of this Exhibit E.
(1) "Security Breach" means (i) any act or omission that compromises either the
security, confidentiality, value, or integrity of any Personal Information or the Security
Safeguards, or (ii) any unauthorized Use, Disclosure, or modification of, or any loss
or destruction of, or any corruption of or damage to, any Personal Information.
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Exhibit E
(J) "Use" or any derivative of that word means to receive, acquire, collect, apply,
manipulate, employ, process, transmit, disseminate, access, store, disclose, or
dispose of Personal Information.
2. Standard of Care
(A) The Contractor acknowledges that, in the course of its engagement by the County
under this Agreement, the Contractor, or any Authorized Persons, may Use Personal
Information only as permitted in this Agreement.
(B) The Contractor acknowledges that Personal Information is deemed to be confidential
information of, or owned by, the County (or persons from whom the County receives
or has received Personal Information) and is not confidential information of, or owned
or by, the Contractor, or any Authorized Persons. The Contractor further
acknowledges that all right, title, and interest in or to the Personal Information
remains in the County (or persons from whom the County receives or has received
Personal Information) regardless of the Contractor's, or any Authorized Person's,
Use of that Personal Information.
(C) The Contractor agrees and covenants in favor of the Country that the Contractor
shall:
(i) keep and maintain all Personal Information in strict confidence, using such
degree of care under this section 2 as is reasonable and appropriate to avoid
a Security Breach;
(ii) Use Personal Information exclusively for the purposes for which the Personal
Information is made accessible to the Contractor pursuant to the terms of this
Exhibit E;
(iii) not Use, Disclose, sell, rent, license, or otherwise make available Personal
Information for the Contractor's own purposes or for the benefit of anyone
other than the County, without the County's express prior written consent,
which the County may give or withhold in its sole and absolute discretion; and not, directly or
indirectly, Disclose Personal Information to any person (an
"Unauthorized Third Party") other than Authorized Persons pursuant to this
Agreement, without the Director's express prior written consent.
(D) Notwithstanding the foregoing paragraph, in any case in which the Contractor
believes it, or any Authorized Person, is required to disclose Personal Information to
government regulatory authorities, or pursuant to a legal proceeding, or otherwise as
may be required by applicable law, Contractor shall (i) immediately notify the County
of the specific demand for, and legal authority for the disclosure, including providing
County with a copy of any notice, discovery demand, subpoena, or order, as
applicable, received by the Contractor, or any Authorized Person, from any
government regulatory authorities, or in relation to any legal proceeding, and (ii)
promptly notify the County before such Personal Information is offered by the
Contractor for such disclosure so that the County may have sufficient time to obtain a
court order or take any other action the County may deem necessary to protect the
Personal Information from such disclosure, and the Contractor shall cooperate with
the County to minimize the scope of such disclosure of such Personal Information.
(E) The Contractor shall remain liable to the County for the actions and omissions of any
Unauthorized Third Party concerning its Use of such Personal Information as if they
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were the Contractor's own actions and omissions.
3. Information Security
(A) The Contractor covenants, represents and warrants to the County that the
Contractor's Use of Personal Information under this Agreement does and will at all
times comply with all applicable federal, state, and local, privacy and data protection
laws, as well as all other applicable regulations and directives, including but not
limited to California Civil Code, Division 3, Part 4, Title 1.81 (beginning with section
1798.80), and the Song-Beverly Credit Card Act of 1971 (California Civil Code,
Division 3, Part 4, Title 1.3, beginning with section 1747). If the Contractor Uses
credit, debit or other payment cardholder information, the Contractor shall at all times
remain in compliance with the Payment Card Industry Data Security Standard ("PCI
DSS") requirements, including remaining aware at all times of changes to the PCI
DSS and promptly implementing and maintaining all procedures and practices as
may be necessary to remain in compliance with the PCI DSS, in each case, at the
Contractor's sole cost and expense.
(B) The Contractor covenants, represents and warrants to the County that, as of the
effective date of this Agreement, the Contractor has not received notice of any
violation of any privacy or data protection laws, as well as any other applicable
regulations or directives, and is not the subject of any pending legal action or
investigation by, any government regulatory authority regarding same.
(C) Without limiting the Contractor's obligations under section 3(A) of this Exhibit E, the
Contractor's (or Authorized Person's) Security Safeguards shall be no less rigorous
than accepted industry practices and, at a minimum, include the following:
limiting Use of Personal Information strictly to the Contractor's and Authorized
Persons' technical and administrative personnel who are necessary for the
Contractor's, or Authorized Persons', Use of the Personal Information
pursuant to this Agreement;
(ii) ensuring that all of the Contractor's connectivity to County computing
systems will only be through the County's security gateways and firewalls,
and only through security procedures approved upon the express prior written
consent of the Director;
(iii) to the extent that they contain or provide access to Personal Information, (a)
securing business facilities, data centers, paper files, servers, back-up
systems and computing equipment, operating systems, and software
applications, including, but not limited to, all mobile devices and other
equipment, operating systems, and software applications with information
storage capability; (b) employing adequate controls and data security
measures, both internally and externally, to protect (1) the Personal
Information from potential loss or misappropriation, or unauthorized Use, and
(2) the County's operations from disruption and abuse; (c) having and
maintaining network, device application, database and platform security; (d)
maintaining authentication and access controls within media, computing
equipment, operating systems, and software applications; and (e) installing
and maintaining in all mobile, wireless, or handheld devices a secure internet
connection, having continuously updated anti-virus software protection and a
remote wipe feature always enabled, all of which is subject to express prior
written consent of the Director;
(iv) encrypting all Personal Information at advance encryption standards of
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Exhibit E
Advanced Encryption Standards (AES) of 128 bit or higher (a) stored on any
mobile devices, including but not limited to hard disks, portable storage
devices, or remote installation, or (b) transmitted over public or wireless
networks (the encrypted Personal Information must be subject to password or
pass phrase, and be stored on a secure server and transferred by means of a
Virtual Private Network (VPN) connection, or another type of secure
connection);
(v) strictly segregating Personal Information from all other information of the
Contractor, including any Authorized Person, or anyone with whom the
Contractor or any Authorized Person deals so that Personal Information is not
commingled with any other types of information;
(vi) having a patch management process including installation of all operating
system and software vendor security patches;
(vii) maintaining appropriate personnel security and integrity procedures and
practices, including, but not limited to, conducting background checks of
Authorized Employees consistent with applicable law; and
providing appropriate privacy and information security training to Authorized
Employees.
(D) During the term of each Authorized Employee's employment by the Contractor, the
Contractor shall cause such Authorized Employees to abide strictly by the
Contractor's obligations under this Exhibit E. The Contractor shall maintain a
disciplinary process to address any unauthorized Use of Personal Information by any
Authorized Employees.
(E) The Contractor shall, in a secure manner, backup daily, or more frequently if it is the
Contractor's practice to do so more frequently, Personal Information received from
the County
(F) The Contractor shall not knowingly include or authorize any Trojan Horse, back door,
time bomb, drop dead device, worm, virus, or other code of any kind that may
disable, erase, display any unauthorized message within, or otherwise impair any
County computing system, with or without the intent to cause harm.
4. Security Breach Procedures
(A) Within forty-eight (48) hours upon the Contractor's awareness or reasonable
Confirmation of a Security Breach, the Contractor shall (i) notify the Director of the
Security Breach such notice to be given first by telephone at the following telephone numbers,
followed promptly by email at the following email address: (559) 600-4463 or (559) 600-7154 /
dahelp@fresnocountyca.gov (which telephone number and email address the
County may update by providing notice to the Contractor), and (ii) preserve all
relevant evidence (and cause any affected Authorized Person to preserve all
relevant evidence) relating to the Security Breach. The notification shall include, to
the extent reasonably possible, the identification of each type and the extent of
Personal Information that has been, or is reasonably believed to have been,
breached, including but not limited to, compromised, or subjected to unauthorized
Use, Disclosure, or modification, or any loss or destruction, corruption, or damage.
(B) Immediately following the Contractor's notification to the County of a Security
Breach, as provided pursuant to section 4(A) of this Exhibit E, the Parties shall
coordinate with each other to investigate the Security Breach. Through the
Contractor's Incident Response Team, the Contractor will advise and debrief the
County on investigation efforts and findings.
To that end, the Contractor shall, with respect to a Security Breach, be solely
responsible, at its cost, for all notifications required by law and regulation, or deemed
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reasonably necessary by the County, and the Contractor shall provide a written report of
the investigation and reporting required to the Director within 30 days after the
Contractor's discovery of the Security Breach.
(C) County shall promptly notify the Contractor of the Director's knowledge, or
reasonable belief, of any Privacy Practices Complaint, and upon the Contractor's
receipt of that notification, the Contractor shall promptly address such Privacy
Practices Complaint, including taking any corrective action under this Exhibit E, all at
the Contractor's sole expense, in accordance with applicable privacy rights, laws,
regulations and standards. In the event the Contractor discovers a Security Breach,
the Contractor shall treat the Privacy Practices Complaint as a Security Breach.
Within 24 hours of the Contractor's receipt of notification of such Privacy Practices
Complaint, the Contractor shall notify the County whether the matter is a Security
Breach, or otherwise has been corrected and the manner of correction, or
determined not to require corrective action and the reason for that determination.
(D) The Contractor shall take prompt corrective action to respond to and remedy any
Security Breach and take mitigating actions, including but not limiting to, preventing
any reoccurrence of the Security Breach and correcting any deficiency in Security
Safeguards as a result of such incident, all at the Contractor's sole expense, in
accordance with applicable privacy rights, laws, regulations and standards. The
Contractor shall reimburse the County for all reasonable costs incurred by the
County in responding to, and mitigating damages caused by, any Security Breach,
including all costs of the County incurred relation to any litigation or other action
described section 4(E) of this Exhibit E.
(E) The Contractor agrees to cooperate, at its sole expense, with the County in any
litigation or other action to protect the County's rights relating to Personal
Information, including the rights of persons from whom the County receives Personal
Information.
5. Oversight of Security Compliance
(A) The Contractor shall have and maintain a written information security policy that
specifies Security Safeguards appropriate to the size and complexity of the
Contractor's operations and the nature and scope of its activities.
(B) Upon the County's written request, to confirm the Contractor's compliance with this
Exhibit E, as well as any applicable laws, regulations and industry standards, the
Contractor grants the County or, upon the County's election, a third party on the
County's behalf, permission to perform an assessment, audit, examination or review
of all controls in the Contractor's physical and technical environment in relation to all
Personal Information that is Used by the Contractor pursuant to this Agreement. The
Contractor shall fully cooperate with such assessment, audit or examination, as
applicable. In addition, the Contractor shall provide the County with the results of any
audit by or on behalf of the Contractor that assesses the effectiveness of the Contractor's
information security program as relevant to the security and confidentiality of Personal
Information Used by the Contractor or Authorized Persons during the course of this
Agreement under this Exhibit E. The Contractor shall ensure that all Authorized Persons
who Use Personal Information agree to the same restrictions and conditions in this
Exhibit E. that apply to the Contractor with respect to such Personal Information by
incorporating the
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Exhibit E
relevant provisions of these provisions into a valid and binding written agreement
between the Contractor and such Authorized Persons, or amending any written
agreements to provide same.
6. Return or Destruction of Personal Information. Upon the termination of this
Agreement, the Contractor shall, and shall instruct all Authorized Persons to, promptly
return to the County all Personal Information, whether in written, electronic or other form
or media, in its possession or the possession of such Authorized Persons, in a machine
readable form used by the County at the time of such return, or upon the express prior
written consent of the Director, securely destroy all such Personal Information, and
certify in writing to the County that such Personal Information have been returned to the
County or disposed of securely, as applicable. If the Contractor is authorized to dispose
of any such Personal Information, as provided in this Exhibit E, such certification shall
state the date, time, and manner (including standard) of disposal and by whom,
specifying the title of the individual. The Contractor shall comply with all reasonable
directions provided by the Director with respect to the return or disposal of Personal
Information and copies of Personal Information. If return or disposal of such Personal
Information or copies of Personal Information is not feasible, the Contractor shall notify
the County according, specifying the reason, and continue to extend the protections of
this Exhibit E to all such Personal Information and copies of Personal Information. The
Contractor shall not retain any copy of any Personal Information after returning or
disposing of Personal Information as required by this section 6. The Contractor's
obligations under this section 6 survive the termination of this Agreement and apply to all
Personal Information that the Contractor retains if return or disposal is not feasible and
to all Personal Information that the Contractor may later discover.
7. Equitable Relief. The Contractor acknowledges that any breach of its covenants or
obligations set forth in this Exhibit E may cause the County irreparable harm for which
monetary damages would not be adequate compensation and agrees that, in the event
of such breach or threatened breach, the County is entitled to seek equitable relief,
including a restraining order, injunctive relief, specific performance and any other relief
that may be available from any court, in addition to any other remedy to which the
County may be entitled at law or in equity. Such remedies shall not be deemed to be
exclusive but shall be in addition to all other remedies available to the County at law or in
equity or under this Agreement.
9. Survival. The respective rights and obligations of the Contractor and the County as
stated in this Exhibit E shall survive the termination of this Agreement.
10. No Third Party Beneficiary. Nothing express or implied in the provisions of in this
Exhibit E is intended to confer, nor shall anything in this Exhibit E confer, upon any
person other than the County or the Contractor and their respective successors or
assignees, any rights, remedies, obligations or liabilities whatsoever.
11. No County Warranty. The County does not make any warranty or representation
whether any Personal Information in the Contractor's (or any Authorized Person's)
possession or control, or Use by the Contractor (or any Authorized Person), pursuant to
the terms of this Agreement is or will be secure from unauthorized Use, or a Security
Breach or Privacy Practices Compliant.
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Exhibit F
1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross-
referenced in this Section 1.
"County Computer" shall mean the computers owned or provided by County used to access
the Web Interface or the API of the Redaction Services.
"Application Programming Interface (API)" shall mean the programmatic interface provided by
Meadowlark and used by the County to access the Redaction Services from an County Computer.
"Authorized End User(s)" shall mean any individual employees, agents, or contractors of County
accessing and/or using the Services through the Web Interface, under the rights granted to
County pursuant to this Agreement.
"Case Materials" shall mean any police reports, crime sheets, rap sheets, or any document
submitted to the Redaction Service.
"Command Line Tool" shall mean the executable application that is installed on an County
Computer whose function is to send Case Materials to the Redaction Service via the API and
save the Redacted Documents to the local filesystem on the County Computer(s).
"Documentation" will mean text and/or graphical documentation, whether in electronic or printed
format, that describe the features, functions and operation of the Services which are provided by
Meadowlark to County in accordance with the terms of this Agreement.
"Meadowlark IP" will mean the Services, the Documentation, the Embedded Software, the
Installation Services, and any and all intellectual property therein or otherwise provided to County
and/or its Authorized End Users in connection with the foregoing.
"Installation Services" shall mean the services provided by Meadowlark including any applicable
installation or configuration of Software on County Computers.
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Exhibit F
"Provisioned Redaction Requests" the total number of permitted Redaction Requests allowed
by the purchased subscription.
"Redacted Documents"will mean any text, html, pdf, or image returned by the Redaction Service
API or Web Interface after processing by the Redaction Service.
"Redaction Request" shall mean a single request to the API to perform redaction on a single
document containing any number of pages provided the file size does not exceed the limit as
stated in the Service Level Agreement.
"Service" or"Redaction Service" means the provision, via the Web Interface, of Meadowlark's
software application for automatic redaction of documents.
"Support Services" shall mean Helpdesk and Incident Management, as defined in Section 2.9
below.
"Subscription Fee" shall mean the fee to be paid by the County for access to the Redaction
Service for a period of time set forth in the Order Form.
"Overage Fee" shall mean the fee paid by the County for Redaction Requests in excess of the
Provisioned Redaction Requests during the subscription period.
"Web Interface" means the website(s)or application(s)through which County and its Authorized
End Users can access the Redaction Service in accordance with the terms of this Agreement.
2 SERVICES AND SUPPORT
2.1 Provision of Access. Subject to the terms of this Agreement, Meadowlark hereby grants to
County a non-exclusive, non-transferable right to access the features and functions of the
Services via the Web Interface, the Command Line Tool, and the API during the Service Term
(as defined in Section 6.1 below), solely for the Authorized End Users. Meadowlark will provide
County with the Documentation to be used in accessing and using the Redaction Service.
County shall be responsible for all acts and omissions of Authorized End Users, and any act or
omission by an Authorized End User which, if undertaken by County, would constitute a breach
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Exhibit F
of this Agreement, shall be deemed a breach of this Agreement by County. County shall
undertake reasonable efforts to make all Authorized End Users aware of the provisions of this
Agreement as applicable to such Authorized End User's use of the Redaction Service, and shall
cause Authorized End Users to comply with such provisions. Meadowlark may use the services
of one or more third parties to deliver any part of the Services, including without limitation using
a third party to host the Web Interface and API which makes the Services available to County
and Authorized End Users. Warranties provided by said third party service providers are the
County's sole and exclusive remedy and Meadowlark's sole and exclusive liability with regard to
such third-party services, including without limitation hosting the Web Interface and API. County
agrees to comply with any acceptable use policies and other terms of any third-party service
provider that are provided or otherwise made available to County.
2.2 Software License. Subject to all terms of this Agreement, Meadowlark grants County a
limited, non- exclusive, non-transferable, non-sublicensable (except to the Authorized End
Users), revocable right to use the Redaction Service for the term of this agreement;
2.3 Documentation License. Subject to the terms of this Agreement, Meadowlark hereby
grants to County a non- exclusive, non-transferable right and license to use the Documentation
during the Service Term to County in connection with its use of the Services as contemplated
herein, and under Section 2.4 below.
2.4 Usage Restrictions. Meadowlark IP. The purpose for usage of the Redaction Service,
Documentation, Support Service, and Meadowlark IP are solely to facilitate the redaction of
Case Materials for compliance with PC §714 by the appropriate government County, and not
for general purpose redaction of documents ("Permitted Purpose"). County will not, and will
not permit any Authorized End Users to, (i) copy or duplicate any of the Meadowlark IP; (ii)
decompile, disassemble, reverse engineer or otherwise attempt to obtain or perceive the source
code from which any software component of any of the Meadowlark IP is compiled or interpreted,
or apply any other process or procedure to derive the source code of any software included in
the Meadowlark IP, or attempt to do any of the foregoing, and County acknowledges that nothing
in this Agreement will be construed to grant County any right to obtain or use such source code;
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Exhibit F
(iii) modify, alter, tamper with or repair any of the Meadowlark IP, or create any derivative product
from any of the foregoing, or attempt to do any of the foregoing, except with the prior written
consent of Meadowlark; (iv) interfere or attempt to interfere in any manner with the functionality
or proper working of any of the Meadowlark IP; (v) remove, obscure, or alter any notice of any
intellectual property or proprietary right appearing on or contained within any of the Services or
Meadowlark IP; (vi) use the Services, support, Documentation or the Meadowlark IP for anything
other than the Permitted Purpose; or(vii)assign, sublicense, sell, resell, lease, rent or otherwise
transfer or convey, or pledge as security or otherwise encumber, County's rights under Sections
2.1, 2.2, or 2.3.
2.5 Retained Rights; Ownership. As between the Parties, subject to the rights granted in this
Agreement, Meadowlark and its licensors retain all right, title and interest in and to the
Meadowlark IP and its components, and County acknowledges that it neither owns nor acquires
any additional rights in and to the foregoing not expressly granted by this Agreement. County
further acknowledges that Meadowlark retains the right to use the foregoing for any purpose in
Meadowlark's sole discretion. There are no implied rights.
2.6 Suspension. Notwithstanding anything to the contrary in this Agreement, Meadowlark may
temporarily suspend County's and any Authorized End User's access to any portion or all of the
Meadowlark IP if Meadowlark reasonably determines that
(a) there is a threat or attack on any of the Meadowlark IP;
(b) County 's or any Authorized End User's use of the Meadowlark IP disrupts or poses
a security risk to the Meadowlark IP or any other County or vendor of Meadowlark;
(c) County or any Authorized End User is/are using the Meadowlark IP for fraudulent or
illegal activities;
(d) Meadowlark's provision of the Services to County or any Authorized End User is
prohibited by applicable law;
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Exhibit F
(e) any vendor of Meadowlark has suspended or terminated Meadowlark's access to or
use of any third party services or products required to enable County to access the
Meadowlark IP; or
(f) County has violated any term of this provision, including, but not limited to, utilizing
the Services for anything other than the Permitted Purpose (each such suspension, in
accordance with this Section 2.6, a "Service Suspension").
Meadowlark will make commercially reasonable efforts, circumstances permitting, to provide
written notice of any Service Suspension to County (including notices sent to County's
registered email address) and to provide updates regarding resumption of access to the
Meadowlark IP following any Service Suspension. Meadowlark will use commercially
reasonable efforts to resume providing access to the Service as soon as reasonably possible
after the event giving rise to the Service Suspension is cured. Meadowlark will have no liability
for any damage, liabilities, losses (including any loss of data) or any other consequences that
County or any Authorized End User may incur as a result of Service Suspension. To the extent
that the Service Suspension is not caused by County's direct actions or by the actions of parties
associated with the County, the expiration of the Term will be tolled by the duration of any
suspension (for any continuous suspension lasting at least one full day).
2.7 Installation Services. Subject to the payment of fees, or at Meadowlark's sole discretion
prior to such payment, Meadowlark will assist the County in the installation and configuration of
the Command Line Tool on County Computers.
2.8 Changes to Platform. Meadowlark may, in its sole discretion, make any changes to the
Redaction Service, the Web Interface, the API, and the Command Line Tool that it deems
necessary or useful to (i) maintain or enhance (a) the quality or delivery of Meadowlark's
products or services to the County, (b) the competitive strength of, or market for, Meadowlark's
products or services, (c) such platform or system's cost efficiency or performance, or (ii) to
comply with applicable law.
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Exhibit F
2.9 Support Services. Meadowlark will provide limited technical assistance to the County in
connection with the use of the Services. Support Services include assistance in diagnosing and
addressing incidents related to defects in the software or documentation, including errors, bugs,
or failures that impede the intended functionality of the software, and response to issues affecting
the availability or accessibility of the software. The response time for the resolutions of incidents
is guided by Section 7 "Incident Management" of the Service Level Agreement. Support
Services are provided during Meadowlark's standard support hours and do not include training,
extensive customization, or support for third-party systems or software not provided by
Meadowlark.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 County Obligations. Meadowlark will assist County end-users in the creation of an
administrative User ID. County agrees to provide Meadowlark with accurate, complete, and
updated registration information. County may not select as its User ID a name or email that
County does not have the right to use, or another person's name with the intent to impersonate
that person. County is responsible for any activity associated with its account. County shall be
responsible for obtaining and maintaining any equipment and ancillary services needed to
connect to, access or otherwise use the Services. County will, at its own expense, provide
assistance to Meadowlark, including, but not limited to, by means of access to, and use of,
County facilities, as well as by means of assistance from County personnel, to the limited extent
any of the foregoing may be reasonably necessary to enable Meadowlark to perform its
obligations hereunder, including, without limitation, any obligations with respect to Support
Services or any Installation.
3.2 County Representations and Warranties. County represents, covenants, and warrants
that County will use the Services only in compliance with this Agreement and all applicable laws
and regulations. Although Meadowlark has no obligation to monitor County's use of the Services,
Meadowlark may do so and may prohibit any use of the Services it believes may be (or alleged
to be) in violation of the foregoing.
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Exhibit F
4. CONFIDENTIALITY; COUNTY DATA
4.1 Confidentiality. To the extent allowable by applicable FOIA and the California Public
Records Act, each Party (the "Receiving Party') understands that the other Party (the
"Disclosing Party') has disclosed or may disclose business, technical or financial information
relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information"
of the Disclosing Party). Proprietary Information of Meadowlark includes non-public information
regarding usage, features, functionality and performance of the Services. Proprietary
Information of County includes non-public data provided by County to Meadowlark. The
Receiving Party agrees: (i) to take the same security precautions to protect against disclosure
or unauthorized use of such Proprietary Information that the party takes with its own proprietary
information, but in no event will a party apply less than reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as
otherwise permitted herein) or divulge to any third person any such Proprietary Information.
Meadowlark's use of the Proprietary Information may include processing the Proprietary
Information to improve the performance of the Redaction Service. The Disclosing Party agrees
that the foregoing shall not apply with respect to any information that the Receiving Party can
document (a) is or becomes generally available to the public, or (b) was in its possession or
known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without
restriction by a third party, or (d) was independently developed without use of any Proprietary
Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party
from disclosing the Proprietary Information as required by law or pursuant to any judicial or
governmental order, provided that the Receiving Party gives the Disclosing Party reasonable
prior notice of such disclosure to contest such order.
4.2 Feedback. If County provides any suggestions, ideas, enhancement requests, feedback,
recommendations or other information relating to the subject matter hereunder, County hereby
assigns (and will cause its agents and representatives to assign) to Meadowlark all right, title
and interest (including intellectual property rights) with respect to or resulting from any of the
foregoing.
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Exhibit F
4.3 Aggregated Data. Notwithstanding anything in this Agreement to the contrary, Meadowlark
shall have the right to collect and analyze data that does not refer to or identify County or any
individuals or de-identifies such data and other information relating to the provision, use and
performance of various aspects of the Services and related systems and technologies (including,
without limitation, information concerning County Data and data derived there-from). For the
sake of clarity, Aggregated Data is compiled anonymous data which has been stripped of any
personal identifying information. County acknowledges that Meadowlark will be compiling
anonymized and/or aggregated data based on County Data input into the Services (the
"Aggregated Data"). County hereby grants Meadowlark a non-exclusive, worldwide, perpetual,
royalty-free right and license (during and after the Service Term hereof) to (i) use and distribute
such Aggregated Data to improve and enhance the Services and for other development,
diagnostic and corrective purposes. No rights or licenses are granted except as expressly set
forth herein. Meadowlark shall not sell County Data or Aggregated Data.
6. TERM AND TERMINATION
6.4 Survival. The following Sections will survive termination: 2.4, 2.5, 3, 4, 5 (with respect to any
accrued rights to payment), 5.4, 6.4, 7.4, 8.1, 8.2, 8.3, 8.4, 9.1 and 10.5.
7. REMEDY; WARRANTY AND DISCLAIMER
7.1 Remedy In the event of any defect, error, or malfunction in the software provided under this
Agreement, the sole and exclusive remedy of the County shall be for Meadowlark to use
commercially reasonable efforts to correct or repair the defect within a reasonable time frame
following written notice from the County. If Meadowlark is unable to correct the defect after
reasonable efforts, Meadowlark may offer a refund of any fees paid by the County for the specific
software or service component affected, prorated for the period during which the software was
non-functional. This remedy applies only in cases where Meadowlark is unable to correct the
defect and does not impact any Service Level Agreement (SLA) credits provided for meeting
availability guarantees while resolving issues.
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Exhibit F
7.2 Exclusions. Meadowlark will not provide the remedy described in Section 7.1 if County is
found to have misused the Meadowlark Software or County Hardware in any manner.
7.3 Warranty. Meadowlark shall use reasonable efforts consistent with prevailing industry
standards to maintain the Services in a manner which minimizes errors and interruptions in the
Services. Services may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Meadowlark or by third-party providers, or
because of other causes beyond Meadowlark's reasonable control, but Meadowlark shall use
reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service
disruption.
7.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 7.1 ABOVE IS COUNTY 'S SOLE
REMEDY, AND MEADOWLARK'S SOLE LIABILITY, WITH RESPECT TO DEFECTIVE
SOFTWARE. MEADOWLARK DOES NOT WARRANT THAT THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS
EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND
MEADOWLARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER OF SECTION 7.4
ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE
MENTIONED IN SECTION 10.5, OR IF NO STATE IS MENTIONED IN SECTION 10.5, BY
THE LAW OF THE STATE OF CALIFORNIA.
7.6 Force Majeure. Meadowlark is not responsible nor liable for any delays or failures in
performance from any cause beyond its control, including, but not limited to acts of God,
changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third-party
technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, weather
conditions or acts of hackers.
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Exhibit F
8. LIMITATION OF LIABILITY; NO FEE TERM; INDEMNITY
8.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,
MEADOWLARK AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL
HARDWARE AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES,
REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE
OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR
TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE,
STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR ERROR OR
INTERRUPTION OF USE OR FOR LOSS OR INACCURACY, INCOMPLETENESS OR
CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS,
SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT,
EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY
MATTER BEYOND MEADOWLARK'S ACTUAL KNOWLEDGE OR REASONABLE
CONTROL; (D) FOR ANY PUBLIC DISCLOSURE OF PROPRIETARY INFORMATION MADE
IN GOOD FAITH; (E) FOR CRIME PREVENTION; OR (F) FOR ANY AMOUNTS THAT,
TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE
FEES PAID AND/OR PAYABLE BY COUNTY TO MEADOWLARK FOR THE SERVICES
UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR
OMISSION THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT
MEADOWLARK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS
LIMITATION OF LIABILITY OF SECTION 8 ONLY APPLIES TO THE EXTENT ALLOWED BY
THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.5, OR IF NO STATE
IS MENTIONED IN SECTION 10.5, BY THE LAW OF THE STATE OF CALIFORNIA.
8.2 Additional No-Fee Term Requirements. IN NO EVENT SHALL MEADOWLARK'S
AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THE
COMPLIMENTARY NO-FEE TERM AS DESCRIBED IN SECTION 6.2 EXCEED $100,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE. Parties acknowledge
and agree that the essential purpose of this Section 8.2 is to allocate the risks under the No-Fee
Term described in Section 6.2 and limit potential liability given the aforementioned
complimentary service, which would have been substantially higher if Meadowlark were to
assume any further liability other than as set forth herein. Meadowlark has relied on these
limitations in determining whether to provide the complimentary No-Fee Term. The limitations
set forth in this Section 8.2 shall not apply to claims or damages resulting from Meadowlark's
other obligations under this Agreement.
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Exhibit F
8.3 Responsibility. Each Party to this Agreement shall assume the responsibility and liability
for the acts and omissions of its own employees, deputies, officers, or agents, in connection
with the performance of their official duties under this Agreement. Each Party to this Agreement
shall be liable (if at all) only for the torts of its own officers, agents, or employees that occur
within the scope of their official duties. County will not pursue any claims or actions against
Meadowlark's suppliers.
9. RECORD RETENTION
Data Preservation. Meadowlark and its suppliers shall not retain, store, or archive any case
materials submitted by the County for redaction services, whether in whole or in part. Upon
completion of each Redaction Request, all submitted materials will be permanently deleted from
Meadowlark's and its suppliers' systems.
The County acknowledges and agrees that it bears sole responsibility for the retention, storage,
and preservation of any case materials submitted for redaction, including maintaining
appropriate backups or copies as required for its records or legal compliance. Meadowlark shall
not be liable for any loss or unavailability of case materials once the Redaction Request is
completed. Meadowlark will destroy all original documents submitted for redaction immediately
after redaction is complete, County is responsible for downloading and archiving "Redacted
Documents" from the RaceBlind Redact.com on its own storage devices for prosecutorial and
administrative purposes.
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