HomeMy WebLinkAboutC2025-119 - 6/10/2025 - Approved Docusign Envelope ID: 879910F8-B912-407C-9C31-2C1 E7013622E
GRAIL,INC.
TEST PURCHASE AGREEMENT
This Test Purchase Agreement (the "Agreement") is made effective as of the date of the last
signature below (the `Effective Date") by and between GRAIL, Inc., a Delaware corporation with a
principal place of business at 1525 O'Brien Drive, Menlo Park, CA 94025 ("GRAIL") and the City of
Corpus Christi, having a principal place of business at 1201 Leopard Street, Corpus Christi, Texas 78401
("City"). City and GRAIL may each be referred to herein as a"Party" or collectively as the"Parties."
WHEREAS, City wishes to purchase GRAIL's GalleriX, a multi-cancer early detection test (the
"Test") and such other laboratory tests from GRAIL from time to time (collectively, the "Laboratory
Tests "), as more fully set forth in each applicable Test purchase specific addendum to be attached to this
Agreement as Exhibit A and incorporated herein by reference(the"Purchase Addendum");
NOW, THEREFORE, in consideration of the premises and the mutual promises set forth in this
Agreement, and other good and valuable consideration,the exchange, receipt and sufficiency of which are
acknowledged, the Parties agree as follows:
1.0 Test Purchases
1.1 Purchase Addenda. Each Purchase Addendum will include(a)a description of the
Laboratory Test(s);(b) applicable fees,and(c)any other responsibilities mutually agreed by the Parties.To
the extent any terms set forth in a Purchase Addendum conflict with the terms set forth in this Agreement,
the terms of this Agreement will control unless otherwise expressly agreed by the Parties in such Purchase
Addendum that the conflicting terms in such Purchase Addendum will control.
1.2 Invoices. GRAIL will invoice City and/or any applicable third party for the
Laboratory Tests in each case as described in the Purchase Addendum. It is understood that the maximum
total dollar amount of invoices under this Agreement cannot exceed $311,520.00, unless amended by the
Parties. Invoicing will follow the delivery of the Laboratory Test results report. City will pay each invoice
within thirty(30)days of the invoice date. In addition to any other rights and remedies available to GRAIL,
interest will be payable on any payments under this Agreement that are not paid when due at a monthly rate
of 1.5%, or the maximum applicable legal rate, if less, calculated on the total number of days that payment
is delinquent. In the event the City fails to make payments due, GRAIL reserves the right to suspend
providing Laboratory Tests and collection materials.
1.3 Payments. All payments of amounts owing to GRAIL will be made at the
following account or address or such other account or address designated by GRAIL in writing:
For electronic payment:
Beneficiary: GRAIL, Inc.
Beneficiary Address: 1525 O'Brien Dr.
Menlo Park, CA 94025, USA
Bank Name: Silicon Valley Bank
Bank Address: 3003 Tasman Drive
Santa Clara, CA 95054, USA
Routing& Transit Number: 121140399
SWIFT Code: SVBKUS6S
Account Number: 3303126108
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For payment by check:
GRAIL, Inc.
Dept LA 25195
Pasadena, CA 91 1 85-5 1 95
2.0 Specimens and Personal Data
2.1 Privacy Protections.
a) GRAIL is a Covered Entity healthcare provider under the Health Insurance
Portability and Accountability Act of 1996 and its implementing regulations at 45 C.F.R. Part 160 and Part
164 (Subparts A—E) (collectively, "HIPAA"). Any personal data about a participant in City's offering of
the Laboratory Test that GRAIL receives directly from either (a) such participant, or (b) a healthcare
professional who orders the Laboratory Test for such participant is Protected Health Information ("PHI")
(as defined under HIPAA), exclusively governed by HIPAA, and is subject to GRAIL's administrative,
technical, and physical safeguards and applicable policies for protecting the privacy and security of
Protected Health Information. GRAIL shall only collect, use, and disclose PHI as outlined in GRAIL's
HIPAA Notice of Privacy Practices available at https://grail.com/hil2aa/. The Parties will maintain records
and data related to its obligations under this Agreement in accordance with applicable laws.
b) To the extent applicable and except as otherwise provided in Section 2.1(c)
of this Agreement, in the event GRAIL receives or otherwise processes any personally identifiable
information from or on behalf of City that is not PHI, such as an eligibility or marketing file/list,the Parties
agree that the Data Protection& Information Security Addendum set forth at https://grail.com/dpa/in effect
as of the Effective Date ("DPA"), which is incorporated by reference, will apply.
c) To the extent applicable, if City offers the Test as part of an employee
welfare benefit plan that is subject to the Employee Retirement Income Security Act of 1974 ("ERISA")
and that qualifies as a "health plan" (as defined under HIPAA) the Parties agree that the Data Privacy &
Information Security Addendum for ERISA Health Plans set forth at https://graii.com/erisadpa/in effect as
of the Effective Date, ("ERISA DPA"),which is incorporated by reference, will apply.
d) A Business Associate Agreement("BAA"),to be executed by the Parties,
is added to this Agreement as Exhibit B and incorporated by reference.
2.2 Collection and Rights. For Laboratory Tests collected by GRAIL's third-party
phlebotomy provider, GRAIL will ensure transfer of blood specimens from patient(s) ("Specimens") by
such third-party provider to GRAIL. As between the Parties, GRAIL will own all rights, title and interest
in and to Specimens and will have sole right to use and analyze Specimens and any related Protected Health
Information consistent with the permissions granted by relevant participants in connection with the Test
and applicable laws. City will have no access to Specimens and such Protected Health Information.
2.3 Inability to Process. GRAIL may not be able to process Specimens or to provide
Laboratory Test results reports in certain instances, including but not limited to: (a) Specimens lost or
damaged prior to delivery at GRAIL laboratories;(b)contaminated Specimens;(c)incomplete or inaccurate
information on the Laboratory Test requisition form; (d)the relevant patient canceling the Laboratory Test;
(e)the ordering healthcare professional canceling the Laboratory Test; and (f) shipping delays. Specimens
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collected from patients who are twenty-one (21) years old or Eger or who are pregnant will not
be processed.
3.0 Confidentiality
3.1 Confidential Information. The Parties acknowledge that a Party (the "Recipient")
may have access to confidential or proprietary information ("Confidential Information") of the other Party
(the"Discloser") in connection with this Agreement. In order to be protected as Confidential Information,
information must be marked or confirmed in writing as such or it must be information reasonably expected
to be treated in a confidential manner under the circumstances of disclosure or by the nature of the
information itself. This Agreement, including its terms, including pricing, is Confidential Information.
During the Term of this Agreement and for a period of five (5)years thereafter, the Recipient will hold the
Discloser's Confidential Information in confidence using at least the degree of care that is used by the
Recipient with respect to its own Confidential Information, but no less than reasonable care. The Recipient
will disclose the Confidential Information of the Discloser solely on a need-to-know basis to its employees,
contractors, officers, directors, and representatives, under written confidentiality and restricted use terms
consistent with this Agreement.The Recipient will not use the Discloser's Confidential Information for any
purpose other than exercising its rights and fulfilling its obligations under this Agreement.The Confidential
Information will at all times remain the property of the Discloser. The Recipient will, upon written request
of the Discloser, return to the Discloser or destroy the Confidential Information of the Discloser.
Notwithstanding the foregoing, the Recipient may maintain one copy of the Discloser's Confidential
Information to be retained by the Recipient for archival purposes or if required to be retained by law.
3.2 Exceptions. Notwithstanding any provision contained in this Agreement to the
contrary, the Parties' confidentiality and non-use obligations shall not apply to: (a) information that, at the
time of disclosure to the Recipient, is in the public domain through no breach of this Agreement or breach
of another obligation of confidentiality owed to the Discloser by the Recipient, (b) information that, after
disclosure hereunder, becomes part of the public domain by publication or otherwise, except by breach of
this Agreement or breach of another obligation of confidentiality owed to the Discloser by the Recipient;
(c) information that was in the Recipient's possession at the time of disclosure by the Discloser unless
subject to an obligation of confidentiality or restricted use owed to the Discloser; (d) information that is
independently developed by or for the Recipient without use of or reliance on Confidential Information of
the Discloser, or(e) information that the Recipient receives from a third party where such third party was
under no obligation of confidentiality to the Discloser with respect to such information.
3.3 Required Disclosures.The Recipient may disclose Confidential Information of the
Discloser as required by court order, operation of law, or government regulation; provided that, the
Recipient promptly notifies the Discloser of the requirement prior to disclosure,uses diligent and reasonable
efforts to limit the scope of such disclosure or obtain confidential treatment of the Confidential Information
if available, and allows the Discloser to participate in the process undertaken to protect the confidentiality
of the Discloser's Confidential Information.
4.0 Indemnification and Limitation of Liability
4.1 Indemnification. To the extent allowed by Texas law, each Party hereby agrees to
defend, hold harmless and indemnify the other Party and its officers, directors, employees, agents,
representatives, and affiliates from and against any and all liabilities, expenses, damages and/or losses
(including without limitation reasonable legal expenses and attorneys' fees) resulting from any third-party
claim to the extent arising out of(a)the material breach by the indemnifying Party or its officers, directors,
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employees, agents, or representatives of its obligations under this Agreement, (b)the gross negligence or
willful misconduct of the indemnifying Party or its officers,directors, employees,agents or representatives
in the performance of its obligations under this Agreement, or(c) any failure by the indemnifying Party to
comply with any applicable federal, state, or local laws, regulations, or codes in the performance of its
obligation under this Agreement.
4.2 Indemnification Procedure. To be eligible to be indemnified hereunder, the
indemnified Party will provide the indemnifying Party with prompt notice of the third-party claim giving
rise to the indemnification obligation pursuant to this Article 4 and the right to control the defense(with the
reasonable cooperation of the indemnified Party)and settlement of any such claim;provided,however,that
the indemnifying Party will not enter into any settlement that admits fault,wrongdoing or damages without
the indemnified Party's written consent. The indemnified Party will have the right to participate, at its own
expense and with counsel of its choice, in the defense of any claim or suit that has been assumed by the
indemnifying Party.
4.3 Limitation of Liability. THE LIABILITY AND OBLIGATIONS OF GRAIL,
AND THE REMEDIES OF CITY, UNDER OR IN CONNECTION WITH THIS AGREEMENT WILL
BE LIMITED TO REPEATING ANY LABORATORY TESTS FOR WHICH A RESULT CANNOT BE
GENERATED OR, AT THE SOLE OPTION OF GRAIL, NOT BILLING CITY FOR SUCH
LABORATORY TESTS. ANY CLAIMS BY CITY REGARDING THE LABORATORY TESTS MUST
BE REPORTED IN WRITING TO GRAIL WITHIN THIRTY (30) DAYS AFTER THE DISCOVERY
THEREOF, AND IN ANY EVENT WITHIN ONE YEAR FROM THE PERFORMANCE OF SUCH
LABORATORY TESTS BY GRAIL, OR SUCH CLAIMS WILL BE DEEMED WAIVED. IN NO
EVENT WILL GRAIL BE RESPONSIBLE FOR ANY PUNITIVE DAMAGES OR ANY
CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES (INCLUDING LOST
PROFITS OR REVENUE) OF CITY OR OF ANY THIRD PARTY. GRAIL-S TOTAL AGGREGATE
LIABILITY ARISING FROM OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE
FEES PAID BY CITY TO GRAIL UNDER THIS AGREEMENT WITHIN THE TWELVE(12)MONTH
PERIOD PRECEDING THE CLAIM.
5.0 Term and Termination
5.1 Term; Non-Renewal. This Agreement will commence on the Effective Date and
continue in effect for a two(2)year period("Term").
5.2 Termination.This Agreement may be immediately terminated by either Party upon
written notice, if the other Party is in material breach of this Agreement and fails to cure that breach within
thirty (30) days after receiving written notice from the non-breaching Party. This Agreement may be
terminated by either Party, without cause, upon thirty (30) days' prior written notice to the other Party.
5.3 Effect of Termination. Upon termination or expiration of this Agreement for any
reason, City will make payment to GRAIL for any Laboratory Tests results reports delivered, including
those provided after the termination or expiration date for Laboratory Tests ordered prior to such date(other
than those for which GRAIL has agreed in the Purchase Addendum to invoice any third party). In addition,
City will return any Collection Materials it possesses as of the expiration or termination date back to
GRAIL.
5.4 Survival. Expiration or termination of this Agreement for any reason will not affect
either Party's rights or obligations which,at the time of such expiration or termination,have already accrued
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to such Party. In addition, the obligations of the Parties contained in Articles 3, 4, and 6 and Sections 2.2,
5.3, and 5.4 hereof will survive expiration or termination of this Agreement.
6.0 Miscellaneous
6.1 Force Majeure. In the event either Party will be delayed or hindered in or
prevented from the performance of any act required hereunder by reasons of strike, lockouts, labor troubles,
pandemic, restrictive government or judicial orders or decrees, riots, insurrection, war, Acts of God,
inclement weather or other similar reason or cause beyond such Party's reasonable control, then
performance of such act will be excused for the period of such delay, and the affected Party will receive
time to perform the act equal to the period of delay. Notice of the start and stop of any such force majeure
will be promptly provided to the other Party,and the affected Party will use commercially reasonable efforts
to end the delay and resume performance under this Agreement as soon as reasonably practicable.
6.2 Notices. Every notice or other communication required or permitted under this
Agreement or by applicable laws will be in writing and will be deemed to have been delivered and received
(a)when personally delivered,(b)on the seventh(7')business day after which sent by registered or certified
mail,(c)by email with confirmation by the recipient confirming such email has been received and reviewed,
or (d) on the third (1 ) business day after the business day on which deposited with a regulated public
carrier (e.g., FedEx) for overnight delivery (receipt verified), addressed to the Party as specified in this
Section.
For GRAIL: For City:
GRAIL, Inc. City of Corpus Christi
1525 O'Brien Drive 1201 Leopard Street
Menlo Park, CA 94025 Corpus Christi, Texas 78401
Attn: Legal Attn: Sergio Villasana, Director
Email: legalnotice94025@grailbio.com Finance &Procurement Department
Email: sergiov2@cctexas.com
6.3 Public Relations Activities, Use of Name. Following execution of this Agreement,
City and GRAIL will discuss strategic public relations activities to support publicly announcing the
execution of this Agreement, which may include a joint press release. The content and timing of any press
release will be mutually agreed upon by the Parties and approved by each Party's corporate communications
team.Each Party's corporate name,logo,trademark,or product name(s)may be used only with such Party's
prior written consent for such use on each occurrence.
6.4 Compliance with Laws. Each Party will comply with all applicable state and
federal laws and regulations in the performance of this Agreement.
6.5 Non-Appropriation. The continuation of this Agreement after the close of any
fiscal year of the City, which fiscal year ends on September 30th annually, is subject to budget approval
and appropriation specifically covering this Agreement as an expenditure in said budget, and it is within
the sole discretion of the City's City Council to determine whether or not to fund this Agreement. The City
does not represent that a budget item providing for this Agreement will be adopted, as that determination
is within the City Council's sole discretion when adopting the budget.
6.6 Governing Law and Venue,Arbitration. To the extent any term or condition in the
Agreement conflicts with the applicable Texas and/or United States law or regulation, such Agreement's
term or condition is void and unenforceable. By executing an Agreement which contains the conflicting
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term or condition,the City makes no representations or warranties regarding the enforceability of such term
or condition and the City does not waive the applicable Texas and/or United States law or regulation which
conflicts with the Agreement's term or condition. The Parties agree that any dispute or controversy arising
out of, in relation to, or in connection with this Agreement, or the making, interpretation, construction,
performance or breach hereof, will be finally settled by binding arbitration under the then current rules of
the Judicial Arbitration and Mediation Services (JAMS) by three (3) arbitrators, one appointed by each
Party and the third being mutually agreed upon by the Parties in accordance with such rules. The arbitrators
may grant injunctive or other relief in such dispute or controversy. The decision of the arbitrators will be
fmal,conclusive and binding on the Parties to the arbitration. Judgment may be entered on the arbitrators'
decision in any court of competent jurisdiction. Without limiting the foregoing, each Party shall also have
the right to seek injunctive relief for any violation or threatened violation of Section 3.
6.7 Severabilily; Waiver. If any one or more provisions of this Agreement will be
found to be illegal or unenforceable in any respect,the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby,provided the surviving agreement materially
comports with the Parties' original intent. Waiver or forbearance by either Party or the failure by either
Party to claim a breach of any provision of this Agreement or exercise any right or remedy provided by this
Agreement or applicable law, will not be deemed to constitute a waiver with respect to any subsequent
breach of any provision hereof.
6.8 Entire Agreement; Amendments. This Agreement, including all Purchase
Addenda and the BAA,represents the complete and entire understanding between the Parties regarding the
subject matter hereof and supersedes all prior negotiations,representations or agreements,either written or
oral, regarding this subject matter. No changes or modifications of this Agreement or any Purchase
Addendum will be deemed effective unless in writing and executed by the Parties hereto.
IN WITNESS WHEREOF the Parties hereto have executed this Agreement as of the Effective
Date.
GRAIL,INC. CITY OF CORPUS CHRISTI
By: aVV/JN WV r a (/1& By: Sergio VI sana(Ju19,202516:29 CDT)
Name: Andrew Partridge Name: Sergio Vlllasana
Title: EVP&CCO Title: Director of Finance
Date: July 2, 2025 Date: 07/09/2025
Approved by Legal:
Elizdb&h OundlUv
By.
Elizabeth Hund ley(Jul 9,2025 14:43 CDT)
Res.033658 q,,thclrized ly Date: 07/09/2025
COLincii 6/10/2025
RHSB �a AT]-EST:
Re6erc�Hu,&-lta,
Rebecca Hue Ha(Jul 9,202516:36 CDT)
Rebecca Huerta
6 City Secretary
Docusign Envelope ID: 879910F8-B912-407C-9C31-2C1 E7013622E
EXHIBIT A
PURCHASE ADDENDUM NO. 1
This Purchase Addendum No. 1 ("Purchase Addendum No. 1") is intended to supplement and be
read together with the Test Purchase Agreement by and between the City of Corpus Christi ("City") and
GRAIL, Inc. ("GRAIL") effective as of the date of the last signature below (the "Agreement"). This
Purchase Addendum No. 1 is incorporated herein to the Agreement by this reference. All capitalized terms
not defined in this Purchase Addendum No. 1 will have the meanings given to them in the Agreement. This
Purchase Addendum No. 1 will remain in effect until expiration of the Agreement, unless the Agreement
is earlier terminated as provided therein.
1.0 The Offering
1.1 Scope. The Test will be made available as an offering (the "Offering") to U.S.-
based first responders (active only)("First Responders")("Eligible Participants").
1.2 Implementation. Eligible Participants who request a Test(whether or not a Test is
authorized, a "User") will have their requests reviewed by third party healthcare professionals under the
direction and control of GRAIL's telemedicine or, as applicable, onsite provider (each a "Healthcare
Professional"). The Healthcare Professional will, for Users for whom a Test request is authorized, be
responsible for ordering the Test via a Test requisition form. GRAIL will also arrange for a phlebotomy
provider who can assist with Specimen collection.
1.3 Determination of Use Criteria. GRAIL intends the Test for use in adults with an
elevated risk for cancer, such as those aged 50 or older. City is solely responsible for determining the age,
risk factors, and any other criteria required for those whom the Test may be ordered by a Healthcare
Professional. City acknowledges that GRAIL has not yet examined the performance of the Test in all
elevated cancer risk populations included in the criteria and performance of the Test could vary in those
populations, which may result in a decreased cancer signal detected rate in those aged under 50. City
acknowledges the cancer signal detected rate for those under age 50, regardless of other factors contributing
to an elevated risk for cancer, may be lower than those aged 50+.
1.4 Test Processing. GRAIL will process the Specimen collected for the Test and
provide a Test results report for each Test ordered to the Healthcare Professional who issued the Test
requisition form to GRAIL, unless the Test is canceled, or the Specimen is unable to be processed. In the
event that GRAIL is unable to generate a Test results report for a User, GRAIL will notify the Healthcare
Professional in a timely manner. If City will provide third party healthcare professionals for Test request
review and ordering and delivery of results as described in Section 1.8, then "Healthcare Professional" as
used in this Section 1.4 shall mean such City-provided third-party healthcare professionals.
1.5 Collection Materials. GRAIL or its designee will deliver or otherwise make
available the kits necessary for collection of the Specimens for Users for whom a Test has been authorized.
If GRAIL determines, in its sole discretion, that City has breached the terms of the Agreement or this
Purchase Addendum No. 1,GRAIL reserves the right, in addition to the other remedies available hereunder,
to cease the provisioning of kits.
1.6 Onsite Testing. GRAIL and City agree to perform at least one onsite offering of
the Test, at a mutually agreed location and time ("Onsite Testing Events"). Onsite Testing Events will be
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conducted in a manner that safeguards patient privacy in a manner consistent with applicable law.
Notwithstanding the foregoing, GRAIL may determine not to provide Onsite Testing Events if GRAIL
determines in its sole discretion that(a) applicable law in the location would make such an Onsite Testing
Event infeasible, or (b) an Onsite Testing Event cannot be conducted in a manner that complies with
applicable law. City acknowledges that neither GRAIL nor its third-party providers will verify whether
any individual seeking the Test is an Eligible Participant, and City agrees that City nonetheless remains
responsible for payment with respect to any Test results report delivered as a result Onsite Testing Events.
1.7 Access to the Offering. City and GRAIL may agree to utilize the eligibility file
method and/or Galleri Key method(each as further described below)to provide Eligible Participants access
to the Offering.
(a) Eligibility File and Data. If the Parties agree to use the eligibility file
method, City will provide GRAIL with eligibility files, in accordance with GRAIL's specifications for
format and transmission method and such other requirements provided by GRAIL in writing, necessary for
GRAIL to verify whether an Eligible Participant(based on the eligibility criteria determined by City) may
participate in the Offering, and GRAIL, itself or through a third-party, will process the eligibility files to
perform such verification and GRAIL may utilize such eligibility file information for other activities in
support of the Offering, including any business review for City, other City requests for reporting or
analytics, and any communications activities described herein or in the communications plan. If City
requires use of a City-specific eligibility file format or transmission method, additional approvals and fees
may apply. City agrees to timely provide GRAIL with accurate eligibility files prior to the agreed upon
launch of the Offering and at the frequency mutually agreed upon by the Parties. Any eligibility file data
and other personal data provided to GRAIL by City is Confidential Information of City.
i. City acknowledges and agrees that GRAIL does not perform
eligibility verification at the time of invoicing and City agrees that City remains responsible for payment
with respect to any Test results report delivered regardless of whether the applicable patient remains an
Eligible Participant at the time of invoicing.
ii. City represents and warrants that, prior to the transfer of and
GRAIL's use of any Eligible Participants and/or Users' personal information (including such information
in the eligibility files), City has or will obtain from its Eligible Participants and/or Users any and all
necessary rights, consents, and authorizations required by applicable law in order for City to collect any
and all data and information in the eligibility files,to transfer such data and information to GRAIL,and for
GRAIL to use such data and information in support of the Offering, including for the purpose of Direct
Communications.
(b) Galleri Key (Eligibility File Replacement). if the Parties agree to use the
Galleri Key method, GRAIL will generate and provide to City unique alphanumeric codes necessary for
Eligible Participants to access GRAIL's contracted independent telemedicine healthcare provider to have a
Test request reviewed by a Healthcare Professional ("EFR Galleri Key").
i. City acknowledges and agrees that GRAIL will not verify whether
an individual using an EFR Galleri Key is an Eligible Participant, and further, that neither the Healthcare
Professional nor GRAIL's contracted telemedicine provider will review Test orders to confirm eligibility
other than the Healthcare Professional utilizing his/her own medical and clinical judgment in determining
whether to order the Test (for example, no review, will be performed to determine whether an individual
seeking the Test is enrolled in a specific health plan even if that is a requirement for participation in the
Offering). City agrees that City remains responsible for payment with respect to any Test results report
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delivered as a result of use of an EFR Galleri Key,regardless of whether,for example,the applicable patient
is an Eligible Participant at the time of invoicing.
ii. Each EFR Galleri Key becomes active for use upon delivery to the
City or, as applicable, delivery by GRAIL to Eligible Participants. All unused EFR Galleri Keys expire at
midnight 11:59 PT on the earlier of. (a)the date or the number of days after the delivery of the EFR Galleri
Key that the Parties have agreed in writing for that specific distribution of EFR Galleri Keys; or (b) the
termination of the Agreement. City will cease distribution of the EFR Galleri Key (if City is distributing)
and agrees that GRAIL may cease distribution (if GRAIL is distributing) and deactivate all EFR Galleri
Keys in the event the Agreement is terminated for any reason or if City violates any terms of the Agreement.
If City is distributing EFR Galleri Keys, City will promptly disclose any eligibility requirements and will
be responsible for ensuring that EFR Galleri Keys are distributed only to persons consistent with City-
determined eligibility requirements. City will include the expiration date of the EFR Galleri Key on any
instrument used to distribute the EFR Galleri Key (e.g., email, cards, etc.). City will not export any EFR
Galleri Key for use outside the United States, and acknowledges that Test orders from outside the United
States will be refused.
(c) If City desires to make changes to eligibility criteria for the Offering,
including to enable any individual attending an Onsite Testing Event who is not an Eligible Participant to
access the Offering,only City's designated principal contact, Sergio Villasana,may authorize such changes
to eligibility criteria and, in such cases, such authorization will be made in writing and City is solely
responsible for any such changes.
1.8 City-Provided Services. GRAIL and City may agree, on a case-by-case basis for
any Onsite Testing Events,for City to provide third party healthcare professionals for Test request review
and ordering and delivery of results and/or phlebotomy services for Specimen collection. In such cases,
neither City nor GRAIL will be responsible for acts and omissions of such service providers, and both
parties will have no responsibility for such service providers and disclaims any liability resulting from
performance of such service providers, and Section 1.2 and 1.7 will not apply. For each Test ordered by
City-provided healthcare professionals, City will ensure use of GRAIL's TRF and entry of the correct
partnership program code in the "Billing Information" section of TRF(s) submitted for City's account and
pricing set forth herein. For example, for a TRF marked"Other," GRAIL will invoice City on a calendar
month basis for all Test results reports delivered to City in the preceding calendar month for which City is
responsible for payment of the Test price or any portion thereof; and for TRFs marked as "Patient Self-
Pay," GRAIL will invoice patients directly for the Test price or any portion thereof for which patient is
responsible.
(a) If City is providing healthcare professionals for any review, ordering, and
delivery of results,City will ensure that City-provided healthcare professionals are required to: (i)read any
educational materials, labeling, and product information, which includes, among other information, a
description of the Test and its instructions for use, warnings,risks,benefits and limitations, and attend any
educational training made available or required by GRAIL(which may be performed remotely); (ii)utilize
his/her own medical and clinical judgment in determining whether to order the Test and be in complete and
exclusive control of all such medical judgments;and(iii)conduct all aspects of the Test ordering and results
reporting in accordance with the highest standards of medical practice and all applicable law.
(b) If City is providing any phlebotomy services for Specimen collection or
each Test for which City collects the Specimen, City will ensure a Specimen is drawn by a phlebotomist
with the applicable qualifications, licenses and/or certifications, as required by applicable law, and
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packaged and shipped in accordance with GRAIL's instructions. City will ensure that a completed TRF is
included with each Specimen.
2.0 Payments: Schedule
2.1 Payment: For each Test, GRAIL will process the Test and provide a Test results
report for a charge of$649 per Test. It is understood that for Tests ordered for Eligible Participants who
are active First Responders, City will be responsible for the full Test price of$649.
2.2 Payment Schedule: GRAIL will invoice City on a calendar month basis for all
Test results reports delivered in the preceding calendar month for which City is responsible for payment of
the Test price or any portion thereof. GRAIL will invoice Users who are responsible for payment of the
Test price or any portion thereof directly. User invoices are due within thirty(30)days of User's receipt of
invoice. For avoidance of doubt, to the extent any Tests were ordered for a User during the term of this
Purchase Addendum No. 1,City if it is responsible for payment of the Test price or any portion thereof will
pay such amount for each Test even if the Test results report is delivered after the termination of this
Purchase Addendum No. 1.
3.0 Additional Provision
1 Disclaimer: The Parties acknowledge and agree that Healthcare Professionals
operate independently of GRAIL. This includes the Healthcare Professional's recommendations to order
or not order the Test for Users based on the Healthcare Professional's independent,good faith,professional
medical judgment. GRAIL does not participate in the evaluation of any User's Test results report or in any
discussions between a User and the ordering Healthcare Professional.
GRAIL and City concur with the above and City authorizes GRAIL, and GRAIL agrees, to begin this
Purchase Addendum No. 1, each by signing in the space provided below.
GRAIL,INC. CITY OF CORPUS CHRISTI
/nf 1/� �/'� �� a� 7] Se�gro V laram
By: ""'auk p�kML By: Sergio a(Ju 19,202516:29 CDT)
Name: Andrew Partridge ff// Name: Sergio VIllaSana
Title: EVP &CCo Title: Director of Finance
Date: July 2, 202S Date: 07/09/2025
Approved by Legal:
ClizaboM ffandlev
By: Elizabeth Hundley)Ju 19,202514:43 CDT)
Date: 07/09/2025
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Docusign Envelope ID: 879910F8-B912-407C-9C31-2C1E7013622E
EXHIBIT B
[See Attached]
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Docusign Envelope ID: 87991 0F8-B912-407C-9C31-2C1 E7013622E
LIMITED PURPOSE BUSINESS ASSOCIATE AGREEMENT
This Limited Purpose Business Associate Agreement(this"BAA") is entered into by and between GRAIL,Inc.,
a Delaware corporation with a principal place of business at 1525 O'Brien Drive, Menlo Park, CA 94025 ("GRAIL" or
"Business Associate")and the City of Corpus Christi,having a principal place of business at 1201 Leopard Street,Corpus
Christi, Texas 78401 ("City" or"Covered Entity") (each, individually a"Party," and collectively, the "Parties"). This
Agreement is hereby incorporated by reference into the Test Purchase Agreement entered into by the Parties on July 2,
2025 (the "Underlying Agreement") and is effective as of the effective date of the Underlying Agreement ("BAA
Effective Date").
WHEREAS, the Parties have entered into the Underlying Agreement, pursuant to which Customer will make
GRAIL's Galleri multi-cancer early detection test(the"Test") available to eligible U.S.-based individuals identified by
the Customer("Eligible Participants"); and
WHEREAS, City makes the Test available to Eligible Participants as part of a collective bargaining agreement
with first responders and as part of an employee welfare benefit plan that is subject to the Employee Retirement Income
Security Act of 1974("ERISA")and that qualifies as a Health Plan(as defined below); and
WHEREAS, in its capacity as a Health Plan, City will, or will direct its third-party insurance administrator to,
disclose certain Electronic Protected Health Information("PHI,"as further defined below)related to Eligible Participants;
and
WHEREAS, GRAIL will process that PHI as City's Business Associate in the performance certain limited
services("Services,"as further defined below);and
WHEREAS, the Parties now wish to enter into this BAA to ensure GRAIL will appropriately safeguard the
privacy,confidentiality, integrity,and availability of such PHI.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the
exchange,receipt,and sufficiency of which are acknowledged,the Parties agree as follows:
I DEFINITIONS
Capitalized terms used but not defined in this BAA will have the meanings set forth in the Underlying Agreement.
The terms"Business Associate,""Covered Entity,""Designated Record Set,""Health Plan,"and"Required by Law"
shall have the meanings given to them under HIPAA.For the purposes of this BAA,the following capitalized words shall
have the following meanings:
"PHI" shall have the same meaning as set forth in 45 CFR 160.103, provided, however, that for the purposes of this
BAA,the term PHI is limited to the PHI in the form of plan eligibility information that GRAIL receives from City or its
third-parry insurance administrator to perform the Services.
"HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (Public Law 104-191), the Health
Information Technology for Economic and Clinical Health Act(Public Law § 111-5), and the regulations promulgated
thereunder by the United States Department of Health and Human Services, including the Privacy, Security, Breach
Notification and Enforcement Regulations at 45 C.F.R. Parts 160 and 164, each as amended by the final rule known as
the Omnibus Rule.
"Security Incident" means the unauthorized or unlawful access, use, disclosure, modification, or destruction of
information,or interference with system operations in an information system(as defined under HIPAA)that impacts PHI
subject to this BAA.
"Services" means, as applicable, and only to the extent directed by the City pursuant to the Underlying Agreement,
GRAIL's processing of PHI to verify whether a plan member constitutes an Eligible Participant who may receive the Test
(based on the eligibility criteria determined by City), including communication with such Eligible Participants regarding
the same.
Docusign Envelope ID: 87991 0F8-B912-407C-9C31-2C1 E7013622E
2 SCOPE. The Parties acknowledge and agree that the scope of this BAA is limited to GRAIL's performance of the
Services, and only to the extent that GRAIL performs such Services in a Business Associate capacity to City. With
respect to GRAIL's collection,use,and disclosure of protected health information outside the scope of the Services,
Section 2.1 of the Underlying Agreement shall apply.
3 OBLIGATIONS OF BUSINESS ASSOCIATE
3.1 Use and Disclosure.Business Associate shall not use or disclose PHI other than as expressly permitted or required
by the Underlying Agreement and this BAA,or as otherwise required by law.
3.2 Safeguards and Compliance with the HIPAA Security Regulations. Business Associate shall use appropriate
administrative, technical, and organizational safeguards in compliance with the HIPAA Security Rule (45 CFR
164 Part C)to prevent and protect against use or disclosure of PHI other than as provided for in the Underlying
Agreement and this BAA.
3.3 Mitigation. Business Associate shall mitigate, to the extent practicable, any harmful effect that is known to
Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this
BAA or applicable law.
3.4 Reporting. Business Associate agrees to report to Covered Entity any use or disclosure of PHI in violation of this
BAA by Business Associate or by a third party to which Business Associate disclosed PHI pursuant to Section 3.5
("Subcontractors and Agents") as soon as practicable,but in no event later than within ten (10)calendar days of
becoming aware of any such disclosure. Business Associate further agrees to report in writing as soon as
practicable, and in no event later than ten (10) calendar days of Business Associate's discovery of a Security
Incident to Covered Entity, any Security Incident of which Business Associate becomes aware. Notwithstanding
the foregoing, Business Associate shall immediately, and in no case longer than ten (10) calendar days after its
discovery,report to Covered Entity any Breach in accordance with 45 CFR 164.410.Business Associate agrees to
cooperate,coordinate with,and assist Covered Entity in gathering the information reasonably necessary to provide
any required notifications to affected individuals,the Department of Health and Human Services and/or the media
as applicable.
3.5 Subcontractors and Agents. Business Associate agrees to ensure that any agents, including subcontractors,that
create, receive, maintain or transmit PHI on behalf of Business Associate to agree in writing, to the same or
substantially similar(but no less restrictive)requirements that apply to Business Associate through this BAA.
3.6 Requestsfor Restrictions. Business Associate agrees to comply with requests for restrictions on use or disclosure
of PHI that Covered Entity has agreed to or is required to abide by under 45 C.F.R. 164.522,to the extent that such
restriction may affect Business Associate's use or disclosure of such PHI.
3.7 Access to PHI. Upon Covered Entity's advanced written request, Business Associate shall make PHI within a
Designated Record Set available to Covered Entity in compliance with 45 CFR 164.524.
3.8 Amendments to PHI. Upon Covered Entity's advanced written request, Business Associate shall make any
amendments to PHI in a Designated Record set as directed by Covered Entity,in compliance with 45 CFR 164.526.
3.9 Accounting of Disclosures. Upon Covered Entity's advanced written request, Business Associate shall make
available the information required to provide an accounting of disclosures to Covered Entity as necessary to satisfy
Covered Entity's obligations under 45 CFR 164.528.
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Docusign Envelope ID: 87991 0F8-B912-407C-9C31-2C1 E7013622E
3.10 Audit and Inspection. Business Associate agrees to make its internal practices, books and records, including
policies and procedures and PHI, directly relating to the use and disclosure of PHI received from Covered Entity
or received by Business Associate on behalf of Covered Entity for the purposes of providing the Services,available
to the Secretary of HHS for the purposes of the Secretary of HHS's determining Covered Entity's compliance with
the HIPAA.
3.11 Training. Business Associate shall train all members of its workforce regarding their obligations under HIPAA.
4 PERMITTED USES AND DISCLOSURES BY BUSINESS ASSOCIATE
4.1 Business Associate may only use or disclose PHI(i)as necessary to perform the Services,(ii)as Required by Law,
or(iii)as expressly authorized under this BAA,provided that in all cases,such use would not violate Subpart E of
45 C.F.R.Part 164 if done by Covered Entity.
4.2 Business Associate may use PHI for its proper management and administration or to carry out its legal
responsibilities.
4.3 Business Associate may disclose PHI to a third party for Business Associate's proper management and
administration or to carry out its legal responsibilities, provided that: (i)Business Associate obtains reasonable
written assurances from the third party to whom the PHI is disclosed that the PHI will be held confidentially and
used or further disclosed only as Required by Law, or for the purpose for which it was disclosed to the third party,
and the third party agrees to notify Business Associate of any instances of which it becomes aware in which the
confidentiality of the information has been breached;or(ii)the disclosure is Required by Law.
4.4 Business Associate may de-identify PHI in accordance with the standards set forth in 45 C.F.R. § 164.514(b).
5 OBLIGATIONS OF COVERED ENTITY. Covered Entity shall not request Business Associate to use or disclose
PHI in any manner that would not be permissible under HIPAA if done by Covered Entity or that is not otherwise
expressly permitted under this BAA.
6 TERM AND TERMINATION
6.1 Term. This BAA shall be effective as of the BAA Effective Date and shall continue until the earlier of: (1)
termination in accordance with the provisions of Section 6.2 ("Termination for Cause")or(2)termination of the
Underlying Agreement.
6.2 Termination for Cause. Upon Covered Entity's knowledge of a material breach of this BAA by Business
Associate, Covered Entity shall notify Business Associate and provide a thirty (30) business day opportunity to
cure such breach. Covered Entity may terminate this BAA if Business Associate does not cure the breach within
thirty(30)business days.
6.3 Effect of Termination. Upon termination of this BAA, Business Associate shall promptly return or destroy all
PHI received from Covered Entity. This provision shall also apply to PHI that is in the possession of
subcontractors, representatives or agents of Business Associate. Business Associate may retain one(1)archival
copy of PHI for its own legal record retention purposes,provided such PHI shall remain subject to the protections
of this BAA. Notwithstanding the foregoing, in the event that Business Associate determines that returning or
destroying the PHI is not feasible,Business Associate shall provide to Covered Entity notification of the conditions
that make return or destruction not feasible and Business Associate shall extend the protections of this BAA to
such PHI and limit further uses and disclosures of such PHI to those purposes that make the return or destruction
not feasible, for so long as Business Associate maintains such PHI. This Section 6.3 ("Effect of Termination")
shall survive termination of this BAA.
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Docusign Envelope ID: 87991 0F8-B912-407C-9C31-2C1 E7013622E
7 MISCELLANEOUS
7.1 Amendment. This BAA may not be modified,nor shall any provision hereof be waived or amended,except in a
writing duly signed by authorized representatives of the Parties.
7.2 Waiver. A Parry's failure to insist upon or enforce strict performance of any provision of this BAA shall not be
construed as a waiver of any provision or right.
7.3 Interpretation. Any ambiguity in this BAA shall be interpreted to permit compliance with H[PAA.
7.4 No Third Party Beneficiaries; Assignment. Nothing expressed or implied in this BAA is intended or shall be
deemed to confer upon any person other than Covered Entity,Business Associate and their respective successors
and assigns,any rights,obligations,remedies or liabilities. This BAA may not be assigned by Business Associate
without the prior written consent of Covered Entity.
7.5 Entire Agreement; Conflicts. This BAA constitutes the entire agreement between Covered Entity and Business
Associate pertaining to the Parties' relationship under H[PAA and the treatment of PHI and supersedes any
previous agreements between them regarding the same. To the extent that any provisions of this BAA conflict
with the provisions of the Underlying Agreement, any existing business associate agreements or any other
agreement or understanding between the Parties,this BAA shall control with respect to the subject matter of this
BAA.
7.6 Independent Contractors. No provision of this BAA is intended to create, nor shall be deemed or construed to
create, any employment, agency or joint venture relationship between Covered Entity and Business Associate
other than that of independent entities contracting with each other hereunder solely for the purpose of effectuating
the provisions of this BAA.
7.7 Notices. Any notices to be given under this BAA shall be delivered to the addresses below.
If to Business Associate,to: If to Covered Entity,to:
GRAIL,Inc. City of Corpus Christi
1525 O'Brien Drive 1201 Leopard Street
Menlo Park,CA 94025 Corpus Christi, Texas 78401
Attention:Legal Attn: Sergio Villasana,Director
Email Ieaalnotice940252grailbio.com Email: sergiov2geetexas.com
and
Attention:Privacy Officer
Email: privac a grailbio.com
7.8 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed
an original. Electronic copies hereof shall be deemed to be originals.
[Signature page follows]
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Docusign Envelope ID:87991 0F8-B912-407C-9C31-2C1 E7013622E
IN WITNESS WHEREOF,the Parties hereto have duly executed this BAA as of the BAA Effective Date.
GRAIL,INC. CITY OF CORPUS CHRISTI
By: B" (( r� V9CVraa
q wA Sergio
Name: Andrew Partridge Name: Sergio Villasana
Title: EVP &CCo Title: Director of Finance
APPROVED AS TO LEGAL FORM:
Elizabeth kun 'y 07/09/2025
Elizabeth H,,dley(J,19,2025-43 CDT)
Assistant City Attorney Date
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