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Data Use And Non-Disclosure Agreement Between Maricopa County Department of Public Health And Drexel University Urban Health Collaborative This DATA USE AND NON-DISCLOSURE AGREEMENT (“Agreement”) made as of March 24, 2021 (“Effective Date”) by and between Maricopa County, having its primary offices at 301 W Jefferson Street, , Phoenix, Arizona, 85003, acting through its Department of Public Health (“MCDPH”) and Drexel University for its Urban Health Collaborative (“Data Recipient”), having its primary office at 3600 Market Street, 7th Floor, Philadelphia, Pennsylvania, 19104, (each a “Party” and, collectively, the “Parties”). WHEREAS, the MCDPH is authorized to share the Data, as defined herein, with the Data Recipient; WHEREAS, the Data Recipient desires to use the Data for public, educational or research purposes that have been approved by MCDPH including (1) conduct of research with intent to publish and (2) creation of a public dashboard as part of a partnership with the Big Cities Health Coalition (“BCHC”) of which Maricopa County is a member; and NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, and other valuable and good consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree to the following: I. TERM AND TERMINATION A. Term. This Agreement shall commence as of the Effective Date and shall terminate five (5) years from the Effective Date unless terminated earlier pursuant to this Section I. B. Termination for Cause. Breach of a material provision of this Agreement by the Data Recipient, or the Authorized Users (as designated pursuant to Section V(B)(1)), shall be grounds for termination of this Agreement for cause by MCDPH. Upon becoming aware of such a breach of a material provision, MCDPH may do one or more of the following: 1. Provide an opportunity for Data Recipient to cure the breach or end the violation within four (4) days or such greater time period specified by MCDPH, and terminate the Agreement if Data Recipient does not cure the breach or end the violation within four (4) days or such other time period specified by MCDPH; Page 1 2. Demand assurances from the Data Recipient that remedial actions will be taken to remedy the circumstances that gave rise to the breach or violation within a time frame set by, or approved by, MCDPH; 3. Immediately terminate the Agreement; and/or 4. Determine that no further Data (as defined in Section III(A)) or other information will be released to Data Recipient for a period of time to be determined by MCDPH. C. Termination by MCDPH without Cause. MCDPH may terminate this Agreement at any time by providing fifteen (15) days written notice to Data Recipient. D. Effect of Termination and Expiration. 1. The Data Recipient will not be entitled to any damages by reason of the termination of this Agreement. 2. Upon the expiration or termination of this Agreement for any reason, the confidentiality provisions set forth herein shall continue to apply to the Data shared with Data Recipient pursuant to this Agreement. Except as provided in paragraph (3) of this subsection D, upon expiration or termination of this Agreement for any reason, Data Recipient shall return or destroy the Data provided by MCDPH that Data Recipient maintains in any form, and all copies of the Data in all its forms. If such Data is destroyed pursuant to the foregoing sentence, Data Recipient must confirm in writing to MCDPH or using such other form approved by MCDPH, Data Recipient’s destruction of the Data, and all copies thereof, within sixty (60) days of the expiration or termination of this Agreement. 3. Data incorporated into the public dashboard described in Attachment B, paragraph B shall remain posted and in the public domain. II. PURPOSE OF AGREEMENT This Agreement sets forth the terms and conditions under which MCDPH will permit Data Recipient access to and use of Data, as defined in Section III(A) of this Agreement. This Agreement also describes in Attachment B what use the Data Recipient may make of the Data. Furthermore, this Agreement also sets forth the security requirements that such access and use is conditioned upon, including the Updated January 2021 Page 2 responsibilities the Data Recipient agrees to assume in connection with such access and use of the Data, and all permutations of the Data, and the procedures for security, transfer, use, retention, ownership, and confidentiality of the Data. III. THE DATA A. Definition of Data. “Data” shall mean the data produced by MCDPH and transmitted to Data Recipient as set forth in Attachment A to this Agreement. Under no circumstances shall MCDPH provide the Data Recipient with any information or data that does not qualify as part of a “limited data set” as defined under 45 C.F.R. §164.514(e). B. Data Transmission. Upon the execution of this Agreement by the Parties, MCDPH shall securely transmit Data to the Data Recipient by means of an encrypted HIPAA- compliant file submission system (e.g., LiquidFiles). C. Data Ownership. The Data Recipient hereby acknowledges that MCDPH retains sole ownership of the Data and all intellectual property rights therein. No license or conveyance of any such rights in the Data is granted or implied under this Agreement. Data Recipient shall not make, cause to be made, use or sell for any purpose any product or other item using, incorporating or derived from the Data, other than for the purpose stated in Attachment B for which the Data was provided under this Agreement. D. Cost and Expenses. Each Party will bear its own costs and expenses in performing its duties and obligations under this Agreement. IV. PERMITTED USES OF THE DATA AND IRB APPROVAL A. Data Recipient agrees to use the Data solely for the purposes set forth in Attachment B to this Agreement, and for no other purposes. B. Where Data Recipient has been provided Data pursuant to this Agreement and the Data do not contain any identifying information, Data Recipient shall not use the Data, either alone or in conjunction with any other information, in any effort to identify or locate any person to whom the Data relates. C. Institutional Review Board (IRB) Review. This project is for both surveillance purposes and research purposes. Research use of the data is under the purview of the Updated January 2021 Page 3 IRB. The Drexel Urban Health Collaborative will acquire IRB approval from the Drexel University Internal Review Board before engaging in any research with the shared data. Surveillance activities may move forward without IRB approval as they are considered “Public Health: Non-Research” and not under the purview of the IRB. V. CONFIDENTIALITY AND SECURITY OF DATA A. Compliance with Applicable Privacy and Security Laws, Rules, and Regulations. The Data provided under this Agreement shall be used and maintained in accordance with applicable provisions of federal, state, and local laws, rules and regulations. B. Restrict Access to “Authorized Users”. 1. Access to the Data will be restricted to Data Recipient and Data Recipient’s research team, employees, agents and/or contractors required to use the Data to perform the functions of this Agreement that are set forth in Attachment B, and so designated by Data Recipient as “Authorized Users” in Attachment C to this Agreement. 2. Such Authorized Users must be notified and trained by Data Recipient as to the confidential nature of the Data and its proper handling. 3. Data Recipient certifies that all Authorized Users will be subject to the obligations of confidentiality and non-disclosure no less stringent than those contained in this Agreement. 4. Data Recipient shall immediately notify MCDPH of any changes to the list of Authorized Users. 5. Data Recipient shall immediately notify MCDPH if any Authorized User has failed to comply with the terms of this Agreement and/or has compromised the privacy and security of the Data. Such conduct may result in the immediate removal of the user from the list of Authorized Users and the immediate termination of Data access to that specific user. C. Security and Confidentiality. When Data Recipient receives Data from MCDPH in accordance with this Agreement, or creates and/or uses files derived from Data, Data Recipient shall maintain the security and confidentiality of Data as required by this Agreement and applicable laws, rules and regulations. Except as otherwise provided Updated January 2021 Page 4 in this Agreement, Data Recipient shall not, at any time, directly or indirectly, disclose, share, give, loan, sell, or otherwise grant access to the Data provided pursuant to this Agreement, in part or in whole, to any other person or organization. For purposes of this Agreement, the terms “disclose,” “disclosed” and “disclosure” in relation to Data shall have their ordinary meaning but shall be deemed to include providing access to, gaining access to, or being able to view, Data. 1. Disclosure of Individually Identifiable Information. Data Recipient shall not disclose Data, or any information it receives pursuant to this Agreement, that is individually identifiable information, or information, which combined with publicly available information, may reasonably be used to identify an individual. 2. Reporting Unauthorized or Inadvertent Use or Disclosure. Data Recipient agrees to report to MCDPH in writing (i) if Data Recipient reasonably suspects the occurrence of (a) any unauthorized or inadvertent use or disclosure of the Data by Data Recipient, Data Recipient’s research team, employees, agents and/or contractors in violation of this Agreement, including, but not limited to, the theft or loss of portable devices or equipment containing Data or copies of Data, and/or (b) any unauthorized or inadvertent use or disclosure of the Data resulting from hacking, software, malware, ransomware, computer code, algorithm or other means (each of item (a) and (b), an “unauthorized or inadvertent use or disclosure”), and (ii) any remedial action to be taken by Data Recipient with respect to such suspected occurrence of an unauthorized or inadvertent use or disclosure. Data Recipient shall make such report to the designated privacy officer of MCDPH in writing, immediately after Data Recipient becomes aware of such suspected occurrence of the unauthorized or inadvertent use or disclosure. Data Recipient agrees to fully cooperate with any investigation conducted by the County or its agents to determine whether an unauthorized or inadvertent use or disclosure has occurred and the nature and extent of such unauthorized or inadvertent use or disclosure. 3. Accounting for Unauthorized or Inadvertent Use or Disclosure. In the event of an unauthorized or inadvertent use or disclosure, Data Recipient shall ensure that a proper record of such unauthorized or inadvertent use or disclosure is kept and immediately provided to MCDPH. Data Recipient shall also assist in any subsequent investigation of the unauthorized or inadvertent use or disclosure and mitigate any possible resulting damages of same. D. Safeguards to Protect the Data. Data Recipient shall take all reasonable measures to safeguard and keep the Data confidential and secure. Updated January 2021 Page 5 VI. PUBLICATION AND PUBLIC RELEASE OF DATA A. Data Recipient shall not reveal any individually identifiable information received pursuant to this Agreement, such as a person’s first or last name, date of birth, or any other identifying information, in any draft or final publication. B. Subject to the terms of this Agreement, including without limitation, Section XI(A) and Attachment B, Data Recipient may publish or publicly present its work as described in Attachment B consistent with the project purposes and permitted uses described therein. VII. MERGER CLAUSE This Agreement and the Attachments hereto constitute the entire understanding of the Parties and merges all prior discussions, agreements or understandings into it. No prior agreement, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the Parties. VIII. MODIFICATION A. This Agreement may, from time to time, be modified by a writing signed by authorized representatives of the Parties. It may not be altered, modified, rescinded or extended orally. B. The Attachments hereto may be modified upon written agreement by the Parties without the need to formally amend this Agreement. Each attachment that is modified shall be deemed to be part of this Agreement and will supersede any prior Attachment, or Attachment modification, as applicable. Upon the modification of any Attachment, all references in this Agreement to such attachment shall be deemed to be references to the Attachment as modified. IX. COUNTERPARTS; FACSIMILE AND ELECTRONIC SIGNATURES. Provided that all Parties execute a copy of this Agreement, this Agreement may be executed in counterparts, each of which shall constitute an original, and all of which together shall constitute one and the same document. This Agreement may be executed by the Parties and transmitted by facsimile or electronic transmission, and, if so executed and transmitted, shall be effective as if the Parties had delivered an executed original of this Agreement. Updated January 2021 Page 6 IN WITNESS WHEREOF, and intending to be legally bound, the Parties hereto have executed this Agreement as of the day and date first written above. MARICOPA COUNTY, acting through its DEPARTMENT OF PUBLIC HEALTH: By: ____________________________________ Name: Jack Sellers Title: Chairman, Board of Supervisors Date: _____________ APPROVED AS TO FORM: _________________________________________________ Attorney for County Date ATTEST: _________________________________________________ Office of the Clerk of the Board Date DREXEL UNIVERSITY, for its URBAN HEALTH COLLABORATIVE: By: ________________________________________ Name: ______________________________________ Title: _______________________________________ Date: _______________ Updated January 2021 Page 7 Data Use And Non-Disclosure Agreement ATTACHMENT A – DATA POINTS In accordance with Section III(A) of this Agreement, Data shall mean the data produced by MCDPH and transmitted to Data Recipient pursuant to this Agreement and will include the specific description and data elements set forth below: The Drexel Urban Health Collaborative requests receipt of anonymous individual-level data separately for COVID-19 tests, confirmed cases, hospitalizations and deaths, to be received on a regular periodic basis. Individual level data includes one row per test or case or hospitalization or death with associated variables. • Tests: date of test collection, test result (positive/negative/pending), age, sex, race/ethnicity, zip code of residence (or census tract), congregate setting information (categorized as available) • Cases: date of positive test, date of symptom onset, age, sex, race/ethnicity, zip code of residence (or census tract), congregate setting information (categorized as available) • Hospitalizations of confirmed cases: date of hospitalization, date of discharge, ICU (yes/no), age, sex, race/ethnicity, zip code of residence (or census tract), congregate setting (categorized as available) • Deaths: date of death, age, sex, race/ethnicity, zip code of residence (or census tract), congregate setting (categorized as available) If possible, the dataset files could be integrated so that tests (and confirmed cases), hospitalizations and deaths can be linked to each other via a common anonymized identifier. Additionally, we request syndromic disease surveillance data, cross classified by age, sex, race/ethnicity, zip code (or tract). Updated January 2021 Page 8 Data Use and Non-Disclosure Agreement ATTACHMENT B – Project Description and Data Use In accordance with Section IV(A) of this Agreement, Data Recipient agrees to use the Data solely for the purposes and project set forth below, and for no other purposes: The project consists of two parts: A. Research component: Analyses of individual-level data (linked to zip code or census tract data if appropriate) to: a. characterize inequities in COVID-19 testing, cases, hospitalization, mortality or other aspects and their evolution over time. b. examine the impact of various city or neighborhood factors on rates of COVID related outcomes or changes in outcomes over time. These analyses are expected to result in scientific presentations and publications. MCDPH researchers and staff will be included as co-authors in these publications if desired and in accordance with guidelines regarding co authorship in publications. B. Surveillance and tracking component. Collaborate with the Big Cities Health Coalition in the creation of a data visualization platform and dashboard that compares the evolution of COVID-19 related outcomes and inequities in COVID-19 related outcomes in the member cities over time. The goals of this component are: 1. Create a data platform with visualizations and web interface that allows for timely comparisons of key COVID-19 indicators across BCHC cities over time. 2. Describe inequities in key COVID -19 indicators in BCHC cities and compare inequities across cities and over time. The summary statistics published on the platform will include rates of various COVID-19 related outcomes in each city and over time for the city as a whole as well as stratified by race /ethnicity, gender and age groups. It will also include rates by neighborhood over time stratified by race/ethnicity, gender and age, if sample size permits. The dashboard will have public access and will allow download of summary statistics (such as rates) displayed for each city. Only aggregate data for each city or for census tracts or zip codes within cities will be displayed. Updated January 2021 Page 9 Data Use And Non-Disclosure Agreement ATTACHMENT C – AUTHORIZED USERS In accordance with Section V(B) of this Agreement, Data Recipient agrees that access to the Data will be restricted to the Authorized Users listed below. These Authorized Users are Data Recipient, and Data Recipient’s research team, employees, agents and/or contractors who will require access to the Data to further the purposes and uses set forth in Attachment B. Role Name Principal Investigator Ana V. Diez Roux Principal Investigator Jennifer Kolker Co-Investigator Usama Bilal Co-Investigator Sharrelle Barber Data Analyst Ran Li Data Analyst Heather Rollins Data Analyst (RA) Kristina Dureja Research Coordinator Edwin McCulley Post-doctoral fellow Alina Schnake-Mahl Post-doctoral fellow Pricila Mullachery Geographic Information Steve Melly System (GIS) Specialist Research and Data Director Kari Moore Updated January 2021 Page 10