HomeMy WebLinkAbout20251065.tiffResolution
Approve Confidentiality Agreement for Access to Artificial Intelligence (Al) Impact
Proprietary Software Application for Grant Generation Pilot Program and Authorize
Chair to Sign — Ernst and Young, LLP
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Confidentiality Agreement for Access to
the Artificial Intelligence (AI) Impact Proprietary Software Application for a Grant
Generation Pilot Program between the County of Weld, State of Colorado, by and through
the Board of County Commissioners of Weld County, on behalf of the Department of
Information Technology, and Ernst and Young, LLP, commencing April 15, 2025, with
further terms and conditions being as stated in said agreement, and
Whereas, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that the Confidentiality Agreement for Access to the Artificial Intelligence (Al)
Impact Proprietary Software Application for a Grant Generation Pilot Program between
the County of Weld, State of Colorado, by and through the Board of County
Commissioners of Weld County, on behalf of the Department of Information Technology,
and Ernst and Young, LLP, be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said agreement.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 21st day of April, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Aye
Lynette Peppler: Aye
Kevin D. Ross: Aye
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
cc :TTOZR/Nw), Fier(cP/RAJ/cD)
O5/O9/25
2025-1065
IT0014
Cor}va6--1 DAq 3(1)(1
Memorandum
To: Clerk to the Board
From: Ryan Rose
Subject: EY NDA
Date: 4/16/2025
A work session with Ernst & Young was held on 3/27/2025. Per the BOCC's direction, staff have been
asked to proceed with a pilot of the EY product. This agreement will allow EY to identify a grant, load
data into a secured tenant database and use that data to generate a narrative at no -cost to the county.
2025-1065
(4/2_1
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Confidentiality Agreement
This Confidentiality Agreement (the "Agreement") is made this 15th day of`
April , 2025, by and between Ernst & Young LLP, a Delaware limited liability partnership
having its offices at 1 Manhattan West, New York, NY 10001 ("EY"), and County of Weld,
a body corporate and politic of the State of Colorado, by and through its Board of County
Commissioners, whose address is 1150 "O" Street, Greeley, Colorado 80631 (the
"Company").
WHEREAS, the parties expect to receive confidential business and technical
information from each other in the course of discussions between them in order for
Company to evaluate EY's proprietary application, EY Impact, (the "Purpose") relating to
the Company's potential engagement of EY to provide access and use of EY Impact (the
"Product") and/or related professional services (the "Services") and
WHEREAS, the parties desire to maintain the confidentiality of such information
received from the other;
NOW, THEREFORE, in consideration of the mutual promises contained herein, and
intending to be legally bound, the parties agree as follows:
1. Definitions
(a) "Confidential Information" means any non-public information provided in
connection with the Purpose by the Disclosing Party to the Receiving Party about
or relating to (i) the business, operations or methodologies of the Disclosing Party
(including operations, financial, sales and marketing plans) or the identity of or
information pertaining to its suppliers, clients or employees, and/or (ii) existing or
contemplated products or services, technology, trade secrets, technical
procedures, methodologies or proprietary rights of a party or a supplier or
contractor of a party, in each case which is identified as "Confidential" and/or
"Proprietary," or which, under all of the circumstances, ought reasonably to be
recognized as confidential and/or proprietary. For purposes of this Agreement,
"information" may, in addition to written and printed materials, include, without
limitation, software (including source code), computer tapes, videotapes, and all
other information regardless of the medium in which it is contained.
(b) "Disclosing Party" means the party disclosing Confidential Information.
(c) "Receiving Party" means the party receiving Confidential Information.
2. Each party acknowledges that it has been informed of the confidential and proprietary
nature of the other's Confidential Information. Except as required by law, regulation,
applicable professional standards or legal process as provided in Section 8 below, a
Receiving Party shall (a) use the same degree of care as it uses to protect its own
EY Mutual NDA Foam
confidential information of like nature, but not less than a reasonable degree of care,
to keep all Confidential Information received from a Disclosing Party in confidence,
(b) not disclose or reveal the existence or the content of any Confidential Information
to any third party (other than to Ernst & Young Global Limited, its member firms and
their and EY's respective service providers), and (c) not use any of a Disclosing
Party's Confidential Information except as permitted by the Disclosing Party or to
evaluate a potential business arrangement between EY and the Company in
connection with the Purpose.
3. Confidential Information of a Disclosing Party may not be translated into another
format or language, or decompiled or reverse -engineered without the Disclosing
Party's prior written consent. Each party acknowledges that the Confidential
Information received from a Disclosing Party is and shall remain, vis-a-vis the
Receiving Party, the sole and exclusive property of the Disclosing Party.
4. A Receiving Party shall have no obligation of confidentiality as provided in Section 2
to the extent that:
(a) The Confidential Information is, at the time of disclosure, in the public domain;
(b) The Confidential Information has been disclosed by the Disclosing Party to others
without any obligation of confidentiality or the Confidential Information becomes
part of the public domain by publications or otherwise without a breach by the
Receiving Party of the provisions of this Agreement;
(c) The Confidential Information is known by the Receiving Party at the time of
disclosure without any obligation of confidentiality, or is independently developed
by the Receiving Party without reference to the Confidential Information; or
(d) The Confidential Information is or was disclosed to the Receiving Party by a third
party which was not, to the best of the Receiving Party's knowledge, under an
obligation of confidentiality to the Disclosing Party with respect to such information.
5. The obligations of the Company hereunder shall continue in force for two years after
the date on which the relevant Confidential Information of EY was disclosed. The
obligations of EY hereunder shall continue in force until the earlier of (i) the
engagement of EY to provide access and use of the Product and/or the Services, in
which case the obligations of EY hereunder shall be superseded by the observance
by EY of applicable professional requirements of confidentiality, or (ii) if EY is not
engaged to provide access and use of the Product or perform the Services, two years
after the date on which the relevant Confidential Information of the Company was
disclosed. If EY is not engaged to provide access and use of the Product or perform
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the Services, in addition to the confidentiality two-year time period, EY will return or
destroy confidential information provided by the County if so requested. This
Agreement shall not obligate the Company to engage EY, or obligate EY to accept an
engagement, to provide access or use of the Product or perform the Services or any
other services.
6. Each party acknowledges that monetary remedies may be inadequate to protect
Confidential Information and that injunctive relief may be appropriate to protect such
rights. Each party acknowledges that a Disclosing Party may be irreparably damaged
to the extent that any of the terms of this Agreement are violated and agrees that the
Disclosing Party may seek (a) issuance of an injunction restraining the unauthorized
copying, duplication, use, dissemination or disclosure of any Confidential Information
by the Reoeiving Party, or (b) any other legal or equitable remedies, which shall be
cumulative with and not exclusive of any other remedy or remedies.
7. Neither this Agreement nor any right granted hereunder shall be assignable or
otherwise transferable. This Agreement constitutes the entire Agreement between
the parties relating to the subject matter hereof and supersedes all prior agreements,
written or oral. This Agreement may be modified only by a writing signed by both
parties. If any term or provision of this Agreement shall be found to be illegal or
unenforceable, then, notwithstanding that term, all other terms of this Agreement shall
remain in full force and effect. Failure or delay by Disclosing Party in exercising any
right, power or privilege hereunder will not operate as a waiver thereof, nor will any
single or partial exercise thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege hereunder.
8. Disclosure of Confidential Information shall be permitted to the extent (a) required by
applicable law or regulation (including Colorado Open Records Act CRS 24-72-201,
et seq.), (b) in the case of EY, disclosed pursuant to applicable professional
standards, or (c) demanded by subpoena or other validly issued administrative or
judicial process, provided, that the Receiving Party shall promptly notify the Disclosing
Party of such intended disclosure. In addition, nothing contained herein or in any
other agreement between EY and the Company to the contrary, the Company and its
officers, directors, employees, agents and advisors may freely disclose any tax advice
provided to the Company by EY, including with respect to the tax treatment of any
transaction, together with all facts that may be relevant to understanding such tax
advice. In any event, because all such advice is provided solely for the benefit of the
Company, the Company shall inform those to which it discloses such information that
they may not rely upon any such advice for any purpose without EY's prior written
consent.
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9. Company warrants that the provision of Company information (including Confidential
Information) to EY and its processing, transfer and use in accordance with the
Agreement will not violate any applicable law and will not infringe any intellectual
property rights or other third -party rights. The parties acknowledge and agree that no
personal data is contemplated to be shared by Company with EY under the
Agreement.
10. Company acknowledges that the Product relies on artificial intelligence technology
that is subject to hallucinations, bias and other inaccuracies. EY shall use the Product
with due skill and care, but: (a) the Company agrees that EY has no liability or
responsibility for the accuracy of any outputs or results provided by the Product; and
(b) the Company shall not rely on, and shall remain solely responsible for validating,
any outputs or results provided by EY.
11. All of Disclosing Party's Confidential Information shall remain the property of
Disclosing Party and disclosure does not confer upon Recipient any license, interest
or rights of any kind in or to Disclosing Party's Confidential Information. However, EY
and other EY firms may retain and use Company information provided by Company
to EY (including Confidential Information) for benchmarking, analytics, research and
development, thought leadership and related purposes, and to enhance their
services, provided that any use does not externally identify, or makereference to,
Company. In all such matters, EY and other EY firms will comply with applicable law
and professional obligations.
12. This Agreement shall be governed by, and construed in accordance with, the laws of
the State of Colorado applicable to agreements made, and fully to be performed,
therein by residents thereof.
13. This Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.
14. This Agreement may be signed in one or more counterparts, each of which shall be
deemed an original but all of which together shall constitute one and the same
agreement.
15. No term or condition of this Agreement shall be construed or interpreted as a waiver,
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express or implied, of any of the immunities, rights, benefits, protections or other
provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as
applicable now or hereafter amended.
16. Any notice, request, demand, or other communication required or permitted
hereunder will be given in writing, communication charges prepaid, to the Party to be
notified. All communications will be deemed given when received. Thee addresses
for the Parties for the purposes of such communication are the addresses as set forth
in this Agreement or such other address as the Party receiving the notice has
previously notified the other Party of, in writing.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives as of the date first set forth above.
ATTEST: •,'�-1 •X:1 BOARD OF COUNTY COMMISSIONERS
Weld C,ounty,Clerk to the Board
BY:
eputy Clerk to the Bo
Date:
ERNST & YOUNG LLP
By:
Name: Stephen J Harvey
Title: Partner/Principal
Date: 04/15/2025
WELD COUNTY, COLORADO
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APR 2 1 2025
z oZ5- i okD5
Contract Form
Entity Information
Entity Name"'
ERNST & YOUNG LLP
Entity ID*
@00049769
Contract Name*
ERNST & YOUNG IMPACT NDA AGREEMENT
Contract Status
CTB REVIEW
Contract Description*
Al GRANT GENERATION
Contract Description 2
DATA AGREEMENT
Contract Type*
AGREEMENT
Amount*
$ 0.00
Renewable*
NO
Automatic Renewal
Grant
IGA
Department
INFORMATION
TECHNOLOGY-GIS
Department Email
CM-
InformationTechnologyGl
S@weld.gov
Department Head Email
CM-
InformationTechnologyGl
S-DeptHead@weld.gov
County Attorney
GENERAL COUNTY
ATTORNEY EMAIL
County Attorney Email
CM-
COUNTYATTORNEY@WEL
D.GOV
❑ New Entity?
Contract ID
9364
Contract Lead*
NWONDER
Contract Lead Email
nwonder@weld.gov
Parent Contract ID
Requires Board Approval
YES
Department Project #
Requested BOCC Agenda Due Date
Date* 04/17/2025
04/21/2025
Will a work session with BOCC be required?*
NO
Does Contract require Purchasing Dept. to be
included?
NO
If this is a renewal enter previous Contract ID
If this is part of a MSA enter MSA Contract ID
Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts
are not in OnBase
Contract Dates
Effective Date Review Date* Renewal Date
04/15/2025 04/01/2026
Termination Notice Period Committed Delivery Date Expiration Date*
04/30/2026
Contact Information
Contact Info
Contact Name Contact Type Contact Email Contact Phone 1 Contact Phone 2
Purchasing
Purchasing Approver Purchasing Approved Date
Approval Process
Department Head Finance Approver Legal Counsel
RYAN ROSE CHERYL PATTELLI BYRON HOWELL
DH Approved Date Finance Approved Date Legal Counsel Approved Date
04/17/2025 04/17/2025 04/17/2025
Final Approval
BOCC Approved Tyler Ref #
AG 042125
BOCC Signed Date Originator
NWONDER
BOCC Agenda Date
04/21/2025
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