MCDPH COVID_VAX_LOA_CVS SIGNED.PDF

March 30, 2021
Ron Hormuz
Grants/Contracts Supervisor and Dept. Procurement Officer
Maricopa County
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
Re: Return Ready COVID-19 Vaccination Services - Letter of Agreement PHRFP 200234
Dear Ron:
This Letter of Agreement (“LOA”) is entered into by and between Maricopa County (“Employer”) and
CVS Pharmacy, Inc., a Rhode Island corporation, on behalf of itself and its subsidiaries and affiliates
(hereinafter referred to collectively as “CVS Health”). CVS Health and Employer are sometimes
referred to herein individually as a “Party” and collectively as the “Parties.” This LOA is intended to
be a binding agreement between the Parties, enforceable in accordance with its terms and
conditions.
1. Scope of the LOA
a. The purpose of this LOA is to outline the terms and conditions pursuant to which CVS Health
will provide ancillary services in connection with the administration of the COVID-19 vaccine
(the “Services”) to certain categories of Employer’s employees and other designated
individuals as described in Exhibit A, attached hereto (“Personnel”). CVS Health will only
vaccinate Personnel who are eighteen (18) years of age or older. For purposes of this LOA,
the Services include consulting services; the provision of communication toolkits and
scheduling tools; the operation of dedicated clinics for Personnel at Employer’s worksite(s);
and reporting. Nothing in this LOA will be deemed to provide Employer with any control or
direction over the methods by which CVS Health performs clinical decision making.
b. Notwithstanding the foregoing or any other provision in this LOA, the Parties expressly
acknowledge and agree that (a) CVS Health is required to administer COVID-19
vaccinations in compliance with all federal, state, and local requirements, and other
guidance including patient prioritization requirements and recommendations; and (b)
provision of the Services is contingent on several conditions, including but not limited to,
Employer’s Personnel meeting applicable COVID-19 vaccine eligibility requirements in the
jurisdiction in which the vaccination clinic(s) are provided; sufficient allocation of vaccine
procured by Employer from the relevant jurisdictions to enable CVS Health to conduct
vaccination clinic(s); and CVS Health having a sufficient number of immunizers available
to support Employer vaccination clinic(s) in the relevant jurisdictions, taking into account
CVS Health’s commitment to provide vaccine administration services in long term care
facilities and its retail pharmacy locations under its memoranda of understanding with the
Centers for Disease Control and Prevention and the United States Department of Health
and Human Services.
c. Further, the Parties expressly acknowledge and agree that, in the event the government
ceases funding the supply of vaccine and ancillary administration supplies, the pricing
terms in Exhibit B shall be revised subject to the Parties’ mutual agreement. In the event
the Parties are not able to reach mutual agreement, CVS Health shall have the right to
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terminate the agreement effective immediately and Employer shall reimburse CVS Health
for the cost of any vaccines and/or ancillary supplies that have already been used at an
Employer clinic and that are not provided free of charge by a governmental entity.
d. The Parties agree that CVS Health is a healthcare provider providing medical services
and is not a Business Associate of Employer or the Maricopa County Benefits Plan
(“Plan”). CVS Health will not disclose any Protected Health Information (“PHI”), as defined
under the Health Insurance Portability and Accountability Act of 1996, as amended,
inclusive of its implementing regulations (“HIPAA”), to Employer unless an authorization
permitting such disclosure has been executed by the individual to whom the disclosure
relates.
e. The Parties anticipate the need to work closely on scheduling clinics. All agreed-upon
clinics shall be documented using the template attached hereto as Exhibit A. Each agreed
upon clinic shall be documented in a new Exhibit numbered sequentially as Exhibit A-1,
A-2, etc. Such Exhibits may be updated in writing by the Parties’ mutual agreement without
a formal amendment to this LOA.
f. Notwithstanding any other provision of this LOA, all clinics require a two-week minimum
lead time between the execution of a new Exhibit A and the start date of the clinic. Should
Employer wish to change the scope of any clinic, these changes must be documented in
an updated Exhibit A as set forth in Section 1(e) with a minimum of two weeks’ notice from
the date of the clinic or Employer will be charged in full for all fees associated with the
scheduled clinics. While CVS Health will make commercially reasonable efforts to commit
to the mutually agreed upon clinic dates and scope of service, should there be delays from
the relevant jurisdiction(s) in allocating sufficient vaccine doses for Employer’s Personnel,
CVS Health may have to change clinic dates and scope of service. Should such delays
by jurisdiction(s) take place after the Parties have mutually executed an Exhibit A,
Employer agrees to reimburse CVS Health in full for all fees associated with the scheduled
clinic(s).
g. The Parties agree and acknowledge that minimizing waste of any COVID-19 vaccine dose
is critical. CVS Health and Employer will establish a protocol for minimizing the number of
vaccines allocated to Employer (and made available to CVS Health) that go unused.
h. The Parties acknowledge and agree that, particularly during the initial months of the national
vaccine rollout, CVS Health’s ability to deploy immunizers to support Employer clinics will be
limited by and subject to CVS Health’s commitments to serve long-term care facilities and to
offer COVID-19 vaccines in its retail locations under the federal pharmacy partnership.
2. Employer Roles and Responsibilities
a. Employer shall be solely responsible for all Employer protocols relating to COVID-19
vaccination (e.g., internal policies regarding employee eligibility, time off for vaccine-related
illnesses, whether to mandate vaccination).
b. Upon assignment of a task order, Employer shall request from relevant jurisdictions an
allocation of sufficient vaccine doses for Employer’s Personnel in such jurisdictions and
communicate such commitments to CVS Health. Employer acknowledges that CVS Health’s
ability to offer clinics is dependent on Employer securing such allocation.
c. Upon assignment of a task order, Employer shall communicate to the jurisdictions that CVS
Health is its chosen vaccine clinic administrator for all Personnel within the scope of this LOA
and shall work with CVS Health and the jurisdiction to have the COVID-19 vaccine doses
reserved by jurisdictions for Employer’s Personnel allocated to CVS Health for ordering or
for direct receipt.
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d. Employer represents and warrants that the Personnel referred to CVS Health for vaccination
at an Employer clinic meet the applicable definition(s) of the priority population(s) to be
vaccinated as defined by the specific jurisdiction in which the clinic is conducted.
e. Employer agrees to send mutually agreeable communications developed by CVS Health to
its Personnel to provide education and improve vaccine uptake and timely scheduling of
vaccine appointments.
f. For worksite-based vaccination clinics, Employer shall provide appropriate, dedicated, clean,
safe and properly maintained space(s) for use by CVS Health in providing worksite-based
Services and designate a vaccine clinic administrator for each worksite clinic. The Employer
space must meet all CVS Health specifications, including, but not limited to (a) room(s) that
can be locked and that have sufficient ventilation; (b) a room large enough to accommodate
the required immunizers from CVS Health and patients; and (c) an adjoining room large
enough to be used for post-vaccination monitoring for adverse events, and (d) sufficient
space to allow social distancing. Employer must ensure that CVS Health has access to the
rooms for the full duration of the clinic(s). Further details on the worksite space requirement
will be provided to Employer closer to the date of the worksite-based vaccination clinic
implementation.
g. Employer shall be responsible for providing supplies necessary to outfit each room in
accordance with CVS Health’s specifications (i.e., power cords, tables, chairs). These
specifications will be provided in advance of the clinic start date.
h. Employer shall be responsible for any costs and expenses incurred in modifying the
Employer space to meet CVS Health’s specifications. CVS Health, in its sole discretion, shall
determine whether the Employer space meets such specifications.
i. Employer shall designate a point of contact for planning and implementation purposes. Such
contact shall have the authority to commit to clinic dates and locations. In addition, for each
clinic, Employer shall designate an onsite clinic lead.
3. CVS Health Roles and Responsibilities
a. Subject to the conditions outlined in Sections 1(b) and 1(h) and following Employer
engagement with jurisdictions to secure designated vaccine allocation for Employer’s
Personnel, CVS Health shall work collaboratively with Employer and the jurisdictions to
access the vaccine doses allocated by the jurisdiction for Employer’s Personnel.
b. CVS Health will manage the allocated vaccine doses once they are received at the
designated CVS Health locations, including all cold-chain transport to clinic locations.
c. CVS Health will provide a point of contact to support Employer’s vaccination clinics. CVS
Health shall designate a point of contact for planning and implementation purposes. Such
contact shall have the authority to commit CVS Health to clinic dates and locations through
review and approval of additional Exhibit As. In addition, for each clinic, CVS Health shall
designate an onsite clinic lead.
d. CVS Health will provide the Employer with link(s) for schedule-ahead functionality and with
instructions on how Employer representatives access and use the scheduler to schedule
appointments for eligible employees. It shall be Employer’s responsibility to distribute such
instructions.
e. Subject to the conditions outlined in Sections 1(b) and 1(h), CVS Health will provide staffing
and equipment for the vaccination clinic(s), including any incremental personal protective
equipment (PPE) for CVS Health staff and cold chain handling of the vaccine.
f. Subject to any protocols to minimize waste, CVS Health will only vaccinate Personnel who
are identified as eligible by Employer.
g. CVS Health will not vaccinate Personnel who do not consent to vaccination.
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h. CVS Health reserves the right not to vaccinate Personnel who refuse to provide responses
to required intake questions.
i. CVS Health shall make all required disclosures to public health agencies for vaccinations
administered by CVS Health.
j. CVS Health will comply with all applicable FDA adverse event reporting requirements.
4. Reporting
a. Employee Vaccination Record. Vaccinated Personnel will receive a vaccine administration
record for their first and second doses of vaccine.
b. Utilization Reporting. CVS Health shall provider Employer with a weekly post-clinic report
containing aggregated vaccine administration data. CVS Health will also provide Employer
with a weekly file containing patient-specific claims information. CVS Health’s ability to
provide patient-identifiable reporting is contingent on, among other things, the patient
consenting to CVS Health sharing protected health information with Employer. CVS Health
will not condition receipt of the vaccine on the provision of such consent. For clarity, this
clause does not affect CVS Health’s reporting obligations under Section 3(j).
5. Compensation and Payment.
a. Services. Employer shall reimburse CVS Health for the Services in accordance with the
pricing terms set forth in Exhibit B, attached hereto. CVS Health will invoice Employer for all
fees on a monthly basis. Payment terms are net thirty (30) days. Employer’s obligation to
pay for Services shall survive the termination of this LOA with respect to any Services
provided prior to the termination date.
b. Vaccine Administration Fee. CVS Health shall direct bill Employer for vaccine administration
in accordance with the rates set forth in Exhibit B. Employer shall compensate CVS Health
for each vaccine administered pursuant to this LOA; however, in the event Personnel refuses
to provide consent to share vaccine administration data with Employer, CVS Health shall bill
the vaccine administration fee to Personnel’s insurance (or the federal program for the
uninsured if Personnel is uninsured).
6. Notice
A. Notices to CVS Health are to be sent to:
CVS Health
Attn: Thomas Moffatt, VP & Assistant General Counsel
One CVS Drive
Woonsocket, RI 02895
Thomas.Moffatt@CVSHealth.com
B. Notices to Employer are to be sent to:
Ron Hormuz
Grants/Contracts Supervisor and Dept. Procurement Officer
Maricopa County
4041 N. Central Avenue, Suite 1400
Phoenix, AZ 85012
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7. Limitation of Liability
In no event will either Party be liable to the other Party for any indirect, incidental, consequential,
punitive, special or exemplary damages arising out of or relating in any way to this LOA or its
performance, including, but not limited to, lost profits or revenues, lost savings, business interruption,
or costs of procuring substitute goods, services, facilities, equipment, or technology of any kind,
whether or not such Party has been advised of the possibility of such damages, and whether such
damages were reasonably foreseeable, and whether any claim for recovery is based on theories or
contract, tort, or otherwise.
The Parties acknowledge and agree that (a) the Public Readiness and Emergency Preparedness
Act provides immunity to CVS Health with respect to all claims for loss caused by, arising out of, or
resulting from the provision of COVID-19 Vaccine Administration Services; and (b) CVS Health shall
not be liable to Employer for any damages relating to any supply disruption or inability of CVS Health
to obtain sufficient vaccine doses to meet Employer’s vaccination needs.
The Parties further acknowledge and agree that Employer is solely responsible for developing and
implementing return to work protocols, including any workforce vaccination protocols, for its
employees, and CVS Health assumes no liability with respect to Employer’s return to work protocols
or workforce vaccination protocols. CVS Health is not responsible for any advertising or
representations made by Employer to its employees, contractors, customers, or any other third
parties with regard to such return to work protocols or the transmission of COVID-19 in the workplace.
Notwithstanding the foregoing and any other provision of this LOA, the maximum liability of CVS
Health to Employer for any and all claims arising out of or relating to this LOA, whether for breach
or in tort, shall not exceed twenty-five percent (25%) of the amount paid by Employer to CVS
Health under this LOA.
8. Indemnification
Employer shall defend, indemnify and hold harmless CVS Health, its subsidiaries and affiliates and
each of their respective officers, directors and employees, from and against any demands, losses,
liabilities, claims, suits, and actions, including reasonable attorneys’ fees and costs, made or brought
by third parties, including, without limitation, by Employer’s employees or other Personnel, arising
out of or related to the administration of COVID-19 vaccines, except to the extent caused by the
gross negligence or willful misconduct of CVS Health.
CVS Health shall defend, indemnify and hold harmless Employer, its subsidiaries and affiliates
and each of their respective officers, directors and employees from and against any demands,
losses, liabilities, claims, suits, and actions, including reasonable attorneys’ fees and costs, made
or brought by third parties, including, without limitation, by CVS Health’s employees, arising out
of or related to CVS Health's performance of its obligations under the terms of this LOA, except
to the extent caused by Employer’s conduct. Notwithstanding the foregoing, CVS Health shall
have no such obligation to indemnify and hold harmless Employer with respect to any claims that,
if made directly against CVS Health, would be within the scope of the immunity afforded CVS
Health by the PREP Act.
9. Non-Publicity and Confidentiality
Neither Party shall be permitted to use the name, trademark, service mark, or trade names,
whether registered or not, of the other Party in any press release or marketing materials without
that party’s prior written consent. Further, each Party shall not disclose to any third party the
details of this LOA, unless required by law, without the prior written consent of the other Party.
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Each Party agrees to hold confidential: (i) all information shared as part of the Services, including,
but not limited to, information about the Personnel being vaccinated; and (ii) any other information
shared by the other Party which the receiving Party knows, or should reasonably know, is
confidential; in each case whether in written, electronic, or verbal form. Each Party shall employ
reasonable safeguards to protect the confidentiality of such information. Notwithstanding the
forgoing, the Parties acknowledge and agree that CVS Health (a) may disclose Employer’s
selection of CVS Health as its vaccination clinic provider as necessary for CVS Health to provide
the services under this LOA; (b) may disclose vaccine administration information and inventory
information, as required by law or government mandate; and (c) may use and disclose resulting
patient data in a manner consistent with its Notice of Privacy Practices available at
https://www.cvs.com/content/patient-privacy.
10. Compliance
a. All CVS Health personnel administering vaccines to Personnel at clinics contemplated by this
LOA shall be authorized to do so by governing law, including as such law may be modified
by any executive order or guidance by the relevant regulatory agencies. CVS Health shall
maintain all federal, state, or local licenses, certifications or permits required to conduct
vaccination clinics as required by governing law, including as such law may be modified by
any executive order or guidance by the relevant regulatory agencies.
b. If any provision of this LOA is found to violate any state or federal law or regulation, such
provision shall be deemed invalid and unenforceable and CVS Health shall have the right
to terminate this LOA immediately.
11. Term and Termination
This LOA shall be effective upon the signature of CVS Health and Employer authorized officials and
shall remain in effect for a period of six (6) months (the “Initial Term”). At the conclusion of the Initial
Term and each Renewal Term of this LOA, the term of the LOA shall automatically extend for an
additional one (1) month period (each, a “Renewal Term”), unless either Party has given the other
Party written notice of its election not to have the term renew, subject to any earlier termination of
this LOA as set forth herein.
a. Either Party may terminate this LOA immediately if the other Party materially breaches this
LOA and such breach is not cured within fifteen (15) days of receipt of a written notice from
the non-breaching Party.
b. Either Party may terminate this LOA without cause by giving the other Party no less than
thirty (30) days’ advance written notice.
c. CVS Health shall have the right to terminate this LOA in accordance with Section 1(c) or
10(b) of this LOA.
12. Independent Contractors
The relationship between the parties is that of independent contracting entities and nothing herein or
otherwise shall be construed to create an employer/employee relationship, a partnership, a joint
venture relationship, an agency relationship, or any other legal relationship.
13. No Third-Party Beneficiaries
This LOA does not confer any rights or benefits to any person or entity not a Party to the LOA.
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14. Intellectual Property
Neither party shall advertise or use any trademarks, service marks and/or symbols of the other party
without first receiving the written consent of the party owning the mark and/or symbol.
15. Insurance
CVS Health represents and warrants that during the Term of this LOA, CVS Health shall obtain and
maintain at its sole expense professional liability insurance, general liability, and worker’s
compensation insurance, as required by applicable law. Such limits may be achieved by one of more
insurance policies, including excess and umbrella policies or self-insurance.
Employer represents and warrants that during the Term of this LOA, Employer shall obtain and
maintain at its sole expense Commercial General Liability insurance with a combined single limit
for bodily injury and property damage of not less than $1,000,000 per occurrence and $3,000,000
in the aggregate, Workers’ Compensation insurance with statutory limits, and Employer’s Liability
insurance in an amount not less than $1,000,000. Employer shall include CVS Health, its
Subsidiaries and Affiliates as additional insureds with respect to general liability and agrees to
waive, and will require its insurers to waive, all rights of subrogation against CVS Health for any
claims, liabilities, loss, damages, and costs, which are to be covered by such insurance.
16. Amendment
This LOA may be amended at any time upon the mutual, written agreement of the parties.
17. Governing Law
This LOA shall be governed and construed in accordance with the laws of the State of Arizona,
without reference to its choice of law principles.
18. No Waiver
No waiver by either Party with respect to any breach, default, right or remedy (and no course of
dealing) shall be deemed to constitute a continuous waiver of any other breach, default, right or
remedy.
19. Entire Agreement
This LOA and the Facility Guide shall constitute the entire agreement of the Parties as to the subject
matter of this LOA.
20. Statutory Right Of Cancellation For Conflict Of Interest
Notice is given that, pursuant to A.R.S. § 38-511, the Employer may cancel this LOA without
penalty or further obligation within three years after execution of this LOA, if any person
significantly involved in initiating, negotiating, securing, drafting, or creating this LOA on behalf of
the Employer is at any time, while this LOA or any extension of this LOA is in effect, an employee
or agent of CVS Health (a “Conflict of Interest”). Additionally, pursuant to A.R.S. § 38-511, in the
event of a Conflict of Interest, the Employer may recoup any employment related fees or
commissions paid or due to any person significantly involved in initiating, negotiating, securing,
drafting, or creating this LOA t on behalf of the Employer from CVS Health.
21. Written Certification Pursuant To A.R.S. § 35-393.01
If CVS Health engages in for-profit activity and has 10 or more employees, and if this LOA has a
value of $100,000 or more, CVS Health certifies it is not currently engaged in, and agrees for the
duration of this LOA to not engage in, a boycott of goods or services from Israel. This certification
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does not apply to a boycott prohibited by 50 U.S.C. § 4842 or a regulation issued pursuant to 50
U.S.C. § 4842.
22. Verification Regarding Compliance With A.R.S. § 41-4401 And Federal Immigration
Laws And Regulations
By entering into this LOA, CVS Health warrants compliance with the Immigration and Nationality
Act (INA using E-Verify) and all other Federal immigration laws and regulations related to the
immigration status of its employees and A.R.S. § 23-214(A). These warranties shall remain in effect
through the term of the LOA. CVS Health shall also maintain Employment Eligibility Verification
forms (I-9) as required by the Immigration Reform and Control Act of 1986, as amended from time
to time, for all employees performing work under the LOA and verify employee compliance using
the E-Verify system and shall keep a record of the verification for the duration of the employee’s
employment or at least three years, whichever is longer. I-9 forms are available for download at
www.uscis.gov.
The Employer retains the legal right to inspect documents of CVS Health’s employees performing
work under this LOA to verify compliance with paragraph of this section. CVS Health shall be given
reasonable notice of Employer’s intent to inspect and shall make the documents available at a
mutually agreeable time and date. Should the Employer find that CVS Health is not in compliance,
the Employer will consider this a material breach of this LOA and may terminate this LOA in
accordance with section 11. All costs necessary to verify compliance are the responsibility of the
Employer.
23. Public Records
Under Arizona law, all offers submitted and opened are public records and must be retained by
the County at the Maricopa County Office of Procurement Services. Offers shall be open to public
inspection and copying after contract award and execution, except for such offers or sections
thereof determined to contain proprietary or confidential information by the Office of Procurement
Services. If an offeror believes that information in its offer or any resulting contract should not be
released in response to a public record request, under Arizona law, the offeror shall indicate the
specific information deemed confidential or proprietary and submit a statement with its offer
detailing the reasons that the information should not be disclosed. Such reasons shall include the
specific harm or prejudice which may arise from disclosure. The records manager of the Office of
Procurement Services shall determine whether the identified information is confidential pursuant
to the Maricopa County Procurement Code.
24. Protected Health Information:
In collecting, maintaining, using and disclosing information, contractor shall comply with all
applicable federal and state laws and regulations which protect confidential health information,
including, but not limited to the Health Insurance Portability and Accountability Act of 1996
(HIPAA), 42 C.F.R. Part 2, A.R.S. §§ 18-551 (Data Security Breaches), A.R.S. §§ 12-2291 et
seq. (Confidentiality of Medical Records), and A.R.S. §§ § 36-661 et seq. (Confidentiality of
Communicable Disease Information). Contractor shall not act or fail to act in a way that would
cause MCDPH to be noncompliant with applicable federal or state laws or regulations which
protect confidential health information. Contractor shall cooperate to mitigate, to the extent
practicable, any harmful effect that is known to it of an unlawful or unauthorized use or disclosure
of confidential health information. Contractor shall execute, and cause employees,
subcontractors, and agents to execute, confidentiality agreements and SARA Alert System user
access agreements, if deemed necessary by MCDPH and as required by law CVS Health shall
implement and document reasonable and appropriate administrative, technical, and physical
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safeguards to protect the Personal Information (PI) and PHI of MCDPH against accidental or
unlawful destruction, alteration, unauthorized or improper disclosure, or access (“Security
Incident”) as required by applicable privacy and information security laws and regulations,
including but not limited to HIPAA. CVS Health shall monitor access to, use and disclosure of PI
and PHI whether in physical or electronic form. CVS Health shall notify Employer within 72 hours
of becoming aware of a confirmed Security Incident.
If you are in agreement with the foregoing, we would appreciate your signing in the space provided
below and returning to us the enclosed copy of this letter agreement so signed, whereupon this
letter agreement shall constitute a binding agreement between you and us as of the date written
above.
Sincerely,
CVS PHARMACY, INC.
James Margiotta
By: James ________________________ Margiotta (Mar 30, 2021 11:12 CDT)
Name: James Margiotta
Title: Senior Vice President
Agreed to and Accepted this
Dated: ___________________
MARICOPA COUNTY:
__________________ __________________
CHAIRMAN, BOARD OF SUPERVISORS DATE
ATTESTED:
CLERK OF THE BOARD DATE
APPROVED AS TO FORM:
DEPUTY COUNTY ATTORNEY DATE
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EXHIBIT A
Client Name Employer
Name of Location
Worksite or CVS Pharmacy Clinic
Clinic Address
Vaccine Manufacturer
Vaccine per week Allocation (estimated)
Total Essential Employee Count at Location
Clinic Start Date:
Clinic End Date:
Schedule Design by Week: Include Days of Week, Hours of Operation and Notate Hiatus (Off Days or Weeks)
WEEK SUN MON TUE WED THUR FRI SAT
1 28-Feb 1-Mar 2- Mar 3- Mar 4- Mar 5- Mar 6- Mar
Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours
Week
2 7- Mar 8- Mar 9-Mar 10-Mar 11-Mar 12-Mar 13-Mar
Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours
Week
3 14-Mar 15-Mar 16-Mar 17-Mar 18-Mar 19-Mar 20-Mar
Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours
Week
4 21-Mar 22-Mar 23-Mar 24-Mar 25-Mar 26-Mar 27-Mar
Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours
Week
5 28-Mar 29-Mar 30-Mar 31-Mar 1-Apr 2-Apr 3-Apr
Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours Capacity Hours
Week
Date: ___________________________
___________________________________ ___________________________________
CVS Pharmacy, Inc. Employer
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EXHIBIT B
In order to set up a worksite clinic, Employer must commit to a minimum of three (3) consecutive days
for the first dose clinic and, where applicable, a minimum of three (3) consecutive days for the second
dose clinic at the rates set forth below.
Clinic Appointment Daily Fee Daily Fee Single
Vaccine Clinic Type Capacity Two Dose Dose Vaccine
Vaccine
$18,748 for 6
Worksite Clinic Up to 430 appointments in 6 hours of clinic $21,207 for 6 hours
At Employer worksite hours of clinic operations* operations of clinic operations
Worksite Clinic – $3,125 per hour of
71 vaccine doses per hour of clinic operations $3,535 per hour of
incremental hour(s) above
clinic operations* clinic operations
6 hours
* CVS Health shall determine adequate staffing levels in its sole discretion. CVS Health shall consider
requests for higher capacity, which would require additional clinic staffing. In the event CVS Health
agrees to increase its staffing model, the Parties shall meet and confer to reach mutual agreement on
pricing and shall memorialize such agreement in an amendment to this LOA.
Daily Fee: CVS Health shall direct bill Employer for COVID-19 vaccine doses administered to Employer
Personnel as set forth above; except, however, CVS Health shall bill the Personnel’s insurance (or the
federal program for the uninsured if Personnel is uninsured) in those instances where the Personnel refuses
to provide consent to share administration data with Employer. For each vaccine administration fee for a
two-dose vaccine that is billed to the Personnel’s insurance or the federal program, CVS Health shall deduct
$22.67 from the Daily Fee billed to Employer. For each vaccine administration fee for a single-dose vaccine
that is billed to the Personnel’s insurance or the federal program, CVS Health shall deduct $28.39 from the
Daily Fee billed to Employer. The Daily Fee covers all enterprise-level services including a dedicated point
of contact, clinic planning and scheduling, cold chain storage and logistics for the Employer-allocated
vaccines, dedicated staffing and all other supplies required at Employer’s clinics and not otherwise
provided, eligibility verification prior to vaccination, direct billing services, and Employer reporting. Daily
Fees are based on a 6-hour worksite clinic day. If the hours of operation at any clinic are increased, the
Daily Fee shall be increased on a pro-rated basis, as set forth in the table above
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Maricopa County COVID_Vax_LOA - REQUEST
FOR SIGNATURE
Final Audit Report 2021-03-30
Created: 2021-03-30
By: phillip.berg@cvshealth.com
Status: Signed
Transaction ID: CBJCHBCAABAAh73yqC34IQOx6wVfxXmf5qNQhGm8rpos
"Maricopa County COVID_Vax_LOA - REQUEST FOR SIGNAT
URE" History
Document created by phillip.berg@cvshealth.com
2021-03-30 - 4:10:30 PM GMT- IP address: 12.15.136.26
Document emailed to James Margiotta (james.margiotta@cvshealth.com) for signature
2021-03-30 - 4:11:18 PM GMT
Email viewed by James Margiotta (james.margiotta@cvshealth.com)
2021-03-30 - 4:12:18 PM GMT- IP address: 204.99.118.10
Document e-signed by James Margiotta (james.margiotta@cvshealth.com)
Signature Date: 2021-03-30 - 4:12:58 PM GMT - Time Source: server- IP address: 204.99.118.15
Agreement completed.
2021-03-30 - 4:12:58 PM GMT