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Home My WebLink About2025-503-E-Emergency Svc-Lilly Knudsen-Data Use Agreement1 DATA USE AGREEMENT This Data Use Agreement (the “Agreement”) effective as of the last date of signature (the “Effective Date”), by and between Orange County, a local political subdivision of the State of North Carolina, by and through its Department of Orange County Emergency Services (“County”) and Lily Knudsen, Student at the University of North Carolina, Chapel Hill, North Carolina (“Recipient”), establishes the terms and conditions under which Recipient will access and use certain data as described below. Recipient and Recipient are sometimes referred to in this Agreement singularly as a “Party” and collectively as the “Parties.” The Parties agree as follows: 1. Definition of Data. The data subject to this Agreement consists of de-identified OCES patient data including, but may not be limited to; dispatch information, vital signs, EMS providers, ambulance unit number, transport destination, date and time of call, level of service, primary impression, chief complaint, and clinical notes (narrative) and any relevant hospital data for the purposes of analysis. 2. License to use the Data. County grants Recipient the right to use the Data for the sole purpose of academic purpose. The county does not grant permission to publish insight gathered from Data provided, unless contained in a separate and subsequent request. Nothing herein shall be deemed a grant of a license to any intellectual property rights of Recipient or the Data except as set forth in the Purpose. 3. Notice. Notice regarding termination or other matters relating to this Agreement shall be made in writing sent to the following individuals: County Recipient Name Kirby Saunders Name Lily Knudsen Address PO Box 8181 Hillsborough, NC 27278 Address 303 Smith Level Road Apt F13 Chapel Hill, NC 27516 Phone 919-245-6123 Phone (781) 606-1971 Email ksaunders@orangecountync.gov Email lknudsen@orangecountync.gov 4. County on Recipient’s Use of Data. 4.1. Recipient acknowledges that release of data by County is made pursuant to N.C. Gen. Stat. 143- 518 (a)(6) and that Recipient is required to comply with the rules adopted by the North Carolina Medical Care Commission for the release of information for institutional review for a health care project. 4.2. Recipient acknowledges that the Data consists of sensitive information that County is required to protect and agrees to use appropriate safeguards to protect the Data from misuse and unauthorized access or disclosure, including, without limitation, (i) maintaining adequate physical controls and password protections for any server, system, or device on which the Data may reside, and (ii) taking any other measures reasonably necessary to prevent any use or disclosure of the Data other than as provided in this Agreement. 4.3. Recipient agrees to comply with all applicable international, federal, state and local laws and regulations, and Institutional Review Board (“IRB”) restrictions, including, but not limited to, those concerning the privacy and confidentiality of individually identifiable information and export control laws. If required, Recipient will submit an Institutional Review Board (“IRB”) Docusign Envelope ID: D75C352F-6437-4E16-9D02-C3E0360C964E 2 application with the University of North Carolina – Chapel Hill that complies with the rules adopted for a health research project by the North Carolina Medical Care Commission and subsequently provide approval documentation to the County. 4.4. Recipient will report to County any use or disclosure of the Data not provided for by this Agreement of which Recipient becomes aware. Such report shall be made to the contact noted in this Agreement as soon as reasonably possible, but, in any event, no later than five (5) business days from the date on which Recipient becomes aware that the Data have been used or disclosed in a manner not provided for by this Agreement. As a condition of continued access to Data, Recipient will fully cooperate with any remediation that County, in its sole discretion, determines is necessary to (i) address any applicable reporting requirements; and (ii) mitigate any effects of such unauthorized use or disclosure of the Data, including, without limitation, measures necessary to restore goodwill with stakeholders, including research subjects, collaborators, governmental authorities, and the public. 4.5. Recipient will not attempt to identify the individuals whose information is contained in any Data transferred pursuant to this Agreement or attempt to contact those individuals. 4.6. County allows access only to the Recipient, and does not permit a subcontractor access to the Data provided. 5. Term and Termination. This Agreement shall be effective as of the Effective Date and shall remain in effect for 2 years thereafter. This Agreement may be renewed prior to the termination date. Either Party may terminate this Agreement with or without cause upon thirty (30) days’ written notice to the other Party. County may terminate this Agreement immediately, with no advance notice to Recipient, if County has any reason to believe that Recipient has violated this Agreement, including, but not limited to, unauthorized access to County information or systems not within the definition of Data or using Data inconsistent with the Purpose. Upon termination of this Agreement, Recipient agrees to destroy and make no further use of the Data. The obligations under Section 4 of this Agreement shall survive any termination. 6. Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the Parties regarding the subject matter of this Agreement and supersedes any prior agreements, oral or written, and all other communications between the Parties relating to such matters. 7. Severability. If any provision of this Agreement is determined to be invalid, such determination shall not affect the validity of the remaining provisions. 8. Waiver. The waiver by any Party of any provision or breach of this Agreement shall not operate or be constructed as a waiver of any other provision or subsequent breach. 9. Amendments. This Agreement may be amended or modified only with mutual written consent of the Parties. 10. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. Recipient shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at the Orange County Government website Finance Purchasing Division Contract Page located here. Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This Docusign Envelope ID: D75C352F-6437-4E16-9D02-C3E0360C964E 3 paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Recipient certifies that Recipient has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Recipient certifies that Recipient has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Recipient affirms Recipient is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 11. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 12. Relationship of the Parties. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, employment or other joint business relationship between the Parties or any of their affiliates. 13. Assignment. This Agreement is non-assignable and non-transferrable by Recipient without the prior written consent of County. Assignments made in violation of this provision are null and void. 14. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives on the day and date specified above. ORANGE COUNTY EMERGENCY SERVICES RECIPIENT By: ___________________________ By: ________________________ Name: Kirby Saunders Name: Lily Knudsen Title: Emergency Services Director Date: ________________________ Title: MPH Student Date: _________________________ Docusign Envelope ID: D75C352F-6437-4E16-9D02-C3E0360C964E 8/12/2025 8/13/2025 Revised 8/23 ORANGE COUNTY—INTERNAL USE ONLY Finance Information Vendor Name: Vendor Contact Person: Phone: Address: City: State: Zip: Department: Amount: Purpose: Budget Code(s): Vendor # Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date: End Date: Notice Date: Notice Purpose: Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception (# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ____________________ Date Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer Date: Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer Date: Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney Date: Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Received for record retention: Office of the Clerk to the Board Date: Lilly Knudsen Lilly Knudsen (781) 606-1971 303 Smith Level Road Apt F13 Chapel Hill NC 27516 Emergency Services N/A Data Use Agreement N/A N/A N/A 9/1/2025 Docusign Envelope ID: D75C352F-6437-4E16-9D02-C3E0360C964E 8/12/2025 8/14/2025 8/18/2025