W912CG2190001
P00001Page 2 of 5
SECTION SF 30 BLOCK 14 CONTINUATION PAGE
SUMMARY OF CHANGESSECTION A - SOLICITATION/CONTRACT FORM

The total cost of this contract was decreased by (b) (4)to $142,703,946.00.

SECTION B - SUPPLIES OR SERVICES AND PRICES
Global Changes
CLIN 0001 -- SUBCLIN 000101
The contract type has changed from COST to CPFF.

CLIN 0001
The CLIN extended description has changed from:
Development of a novel prototype process to expand the capabilities for the “Monoclonal Antibody (mAb)
Therapeutics Infusion Capacity for COVID-19 Nationwide Community COVID-19 Monoclonal Antibody (mAbs)
Infusion Centers” in accordance with the Statement of Objectives, incorporated under Attachment 02 of theagreement.

To:
Development of a novel prototype process to expand the capabilities for the “Monoclonal Antibody (mAb)
Therapeutics Infusion Capacity for COVID-19 Nationwide Community COVID-19 Monoclonal Antibody (mAbs)
Infusion Centers” in accordance with the Statement of Work dated, 4 June 2021, incorporated under Attachment 01
of the agreement.
.
(b) (4)

The total cost of this line item has decreased by (b) (4)to $142,703,946.00.

W912CG2190001
P00001Page 3 of 5
ITEM NO
0001

SUPPLIES/SERVICESQUANTITY

UNIT
UNIT PRICE
JobpOTA-mAB Therapeutics Infusion Capacity_CPFF
Development of a novel prototype process to expand the capabilities for the“Monoclonal Antibody (mAb) Therapeutics Infusion Capacity for COVID-19
Nationwide Community COVID-19 Monoclonal Antibody (mAbs) Infusion
Centers” in accordance with the Statement of Work dated, 4 June 2021,
incorporated under Attachment 01 of the agreement.

AMOUNT$142,703,946.00

FOB: Destination
PSC CD: B528(b) (4)TOTAL EST COST + FEE$142,703,946.00

SUBCLIN 000101
ITEM NO
000101

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

Funding_CPFF
PURCHASE REQUEST NUMBER: 0011615066
ESTIMATED COST
FIXED FEE

$0.00
$0.00
$0.00

TOTAL EST COST + FEE
ACRN AA
CIN: GFEBS001161506600001(b) (4)SUBCLIN 000102 is added as follows:
ITEM NO
000102

SUPPLIES/SERVICESQUANTITY

UNIT

UNIT PRICEAMOUNT$0.00

Funding_CPFF
PURCHASE REQUEST NUMBER: 0011615066-0001
ESTIMATED COST
FIXED FEE

$0.00
$0.00
$0.00

TOTAL EST COST + FEE
ACRN AA
CIN: GFEBS001161506600002(b) (4)

W912CG2190001
P00001Page 4 of 5
The following have been modified:
SECTION B
B.1. TYPE OF OTHER TRANSACTION AGREEMENT (OTA):This is a Cost-Plus-Fixed-Fee (CPFF) type of OTA.

SECTION E - INSPECTION AND ACCEPTANCE
The following Acceptance/Inspection Schedule was added for SUBCLIN 000102:
INSPECT AT
INSPECT BY
ACCEPT AT
N/A
N/A
N/A

ACCEPT BY
N/A

SECTION G - CONTRACT ADMINISTRATION DATA
Accounting and Appropriation
Summary for the Payment Office
As a result of this modification, the total funded amount for this document was increased (b) (4)to $142,703,946.00.
SUBCLIN 000102:
Funding on SUBCLIN 000102 is initiated as follows:
ACRN: AA
CIN: GFEBS001161506600002
Acctng Data: 0212021202220400000665654255

S.0074658.5.48

6100.9000021001(b) (4)

Cost Code: A5XAHSECTION J - LIST OF DOCUMENTS, EXHIBITS AND OTHER ATTACHMENTS

The following have been modified:
ATTACHMENTS & EXHIBITS
Attachment(s):Attachment 01 – Statement of Work dated, 4 June 2021.
Definitized Agreement, dated 16 June 2021.

W912CG2190001
P00001Page 5 of 5(End of Summary of Changes)

OTHER TRANSACTION AUTHORITY FOR PROTOTYPE AGREEMENTBETWEENKPMG LLP 8350 Broad
Street Suite 900
McLean, VA 22102-5150
DUNS Number: 0298309
CAGE Code: 7QEG9And

ACC-APG ORLANDO CONTRACTING DIVISION
12423 Research Parkway
Orlando, FL. 32826

Letter Agreement Date: 1 March 2021
Definitized Agreement Date: 17 June 2021
Agreement No.: W912CG-21-9-0001
Total Amount of the Agreement: $142,703,946.00
Total Government Funding for the Agreement:$142,703,946.00
Authority: 10 U.S.C. § 2371b, Section 815 of the 2016
National Defense Authorization Act, P.L 114-92, as
amended.
IN WITNESS WHEREOF, each Party has executed this Agreement by signature of its authorized
representative.
SIGNATURES:

AwardeeGovernment

Signature

Signature(b) (6)(b) (6)_

Printed Name(b) (6)

Printed Name_(b) (6)_

TABLE OF CONTENTS
ARTICLES:ARTICLE I
ARTICLE II
ARTICLE III
ARTICLE IV
ARTICLE V
ARITICLE VI
ARITICLE VII
ARTICLE VIIIARTICLE IX
ARTICLE X
ARTICLE XIARTICLE XIIARTICLE XIIIARTICLE XIV
ARTICLE XV

Scope of the Agreement
Term and Termination
Project Management
Agreement Administration
Performance Objectives and Changes
Meetings & Technical Data Requirements
Inspection/Acceptance
Financial Matters
Disputes
Confidential Information
Data Rights
Intellectual Property Rights
Title and Disposition of Property
Execution
Miscellaneous

Attachments:
A – Statement of Work – dated 4 June 2021

2

ARTICLE I:SCOPE OF THE AGREEMENT

On 1 March 2021 an Undefinitized Prototype Other Transaction Agreement (UP OTA) was issued to
KPMG LLP. The purpose of this action is to definitize the UP OTA in accordance with the definitization
schedule and terms set-forth in the UP OTA. This document finalizes terms and conditions via articles
established in support of the mAb Therapeutics Infusion Centers effort.
A. Background
This Prototype Other Transaction Agreement (pOTA) is awarded KPMG LLP, hereinafter referred to as“KPMG”. The objective of this prototype project is to develop a novel prototype process to create a standard
and consistent operational model for establishing Monoclonal antibodies (mAbs) infusion center capabilities
to COVID-19 positive patients in high-risk communities within the United States. (b) (4)B. Definitions“Agreement” or "pOTA" or “Project Agreement” refers to the Prototype Other Transaction Agreement, as
authorized under 10 U.S.C. 2371b, between the Government and KPMG, Agreement No. W912CG- 21-90001.
“Agreements Officer (AO)” is the United States Army Contracting Command – APG – Orlando
Division warranted Contracting Officer authorized to sign the final agreement for the Government.
“Agreements Officer’s Representative (AOR)” is the individual designated by the Government on a per
project basis to monitor all technical aspects; the AOR shall only assist in agreement administration of thespecific project to the extent expressly delegated such administration authority in writing in the Project
Agreement by the responsible Agreements Officer.
“Contracting Activity” means an element of an agency designated by the agency head and delegatedbroad authority regarding acquisition functions. It also means elements or another agency designated by
the director of a defense agency, which has been delegated contracting authority through its agency
charter.
“Date of Completion” is the date on which all work is completed or the date on which the period of
performance ends.
“Development” means the systematic use, under whatever name, of scientific and technical knowledge inthe design, development, test, or evaluation of an existing or potential new technology, product or service(or of an improvement in an existing technology, product or service) for the purpose of meeting specific3performance requirements or objectives. Development includes the research functions of design
engineering, prototyping, and engineering testing.
“Effective Date” means the date when this Agreement is signed and executed by the Agreements Officer
for the Government.
“Government” means the U.S. Government.
“Government Fiscal Year” means the period commencing on October 1 and ending September 30 of thefollowing calendar year.
“Other Transactions Agreement (OTA)” is the term commonly used to refer to the 10 USC 2371b
authority to enter into transactions other than contracts, grants or cooperative agreements. The
Department of Defense (DoD) currently has authority to make awards that are directly relevant toenhancing the mission effectiveness of military personnel and the supporting platforms, systems,
components, or materials proposed to be acquired or developed by the Department of Defense, or to
improvement of platforms, systems, components, or materials in use by the armed forces. OTAs are
acquisition instruments that generally are not subject to the federal laws and regulations governing
procurement (FAR based) contracts. As such, they are not required to comply with the Federal
Acquisition Regulation (FAR), its supplements (i.e. DFARS) or laws that are limited in applicability to
procurement contracts.
“Parties” means Government and KPMG by its authorized agent where collectively identified and “Party”
where each entity is individually identified.
“Project” means the overall effort to be funded by the Agreement, which is described in the Statement ofWork appended to this Agreement as Attachments A.
“Signatory Authority” refers to the individual that has the authority to legally bind a party to anagreement.
(b) (4)

C. Scope
1. This definitized Prototype Other Transaction Agreement (the “Agreement”) is entered into between
the Government and the Awardee on the Effective Date set forth above. For the avoidance of doubt, thisAgreement is entered into pursuant to and in compliance with 10 U.S.C. § 2371b and is not a
procurement contract governed by the Federal Acquisition Regulation (“FAR”), a grant, or cooperative4

agreement. The FAR and the Defense Federal Acquisition Regulation Supplement (DFARS) apply only
as specifically referenced herein. This Agreement is not intended to be, nor will it be construed as,
forming, by implication or otherwise, a partnership, a corporation, or other business organization. This
Agreement is not subject to the Bayh-Dole Act, 35 U.S.C. §§ 200-212.
The Parties agree that the ultimate purpose of this Agreement is for the development of a novel
process to create a standard and consistent operational model for establishing Monoclonal
antibodies (mAbs) infusion center capabilities to COVID-19 positive patients in high-risk
communities within the United States, herein referred to as the “Prototype”. (b) (4), directed towards the Prototype, as described in theStatement of Work, which is incorporated herein and attached hereto as Attachment A.

5

ARTICLE II: TERM AND TERMINATION
A. The Term of this Agreement
The period of performance for this OTA shall be for twelve (12) months from the date of signature for
the UP OTA issued on 1 March 2021. Provisions of this Agreement, which, by their express terms or bynecessary implication, apply for periods of time other than specified in Article II herein, shall be given
effect, notwithstanding this Article.
B. Early Termination of Agreement Provision
1. Subject to a reasonable determination that the Project, or an activity funded under the Project, will
not produce beneficial results commensurate with the expenditure of resources, the Government may
terminate performance of work under this OTA, in whole or in part, if the AO determines that atermination is in the Government’s interest and after at least thirty (30) calendar days’ prior written
notice to the Awardee. The AO shall terminate by delivering to KPMG a Notice of Termination
specifying the extent of termination and the effective date. Should the Government exercise this right,
KPMG has thirty (30) days from the termination effective date to submit a settlement proposal to which
the parties will negotiate a good faith agreement upon. The parties shall use best efforts to reach an
agreed upon settlement within ninety (90) days of proposal submission.
After receipt of a Notice of Termination, and except as directed by the AO, KPMG shall without
undue delay proceed with the following obligations, regardless of any delay in determining or
adjusting any amounts due:a. Stop work and direct it subcontractors/vendors/suppliers/partners to stop work as
specified in the notice.
b. Place no further orders for materials, services, or facilities, except as necessary tocomplete the continued portion of the OTA.
c. Terminate all orders to the extent they relate to the work terminated, and suchtermination is possible.

i. With approval or ratification to the extent required by the AO, settle all
outstanding liabilities and termination settlement proposals arising from thetermination of orders; the approval or ratification will be final for purposes ofthis clause.
ii. As directed by the AO, deliver to the Government the completed or partiallycompleted plans and other information that, if the project had been
completed, would have been required to be delivered to the Government.

6

iii. Complete performance of any work not terminated, if applicable.
In the event of a termination of this Agreement, the Government shall have patent rights as described in
Article XII, Intellectual Property Rights, and rights in Data as described in Article XI, Data Rights.
Failure of the Parties to agree to an equitable adjustment shall be resolved pursuant to Article IX,
Disputes.
Nothing in this section shall be construed as a limitation of the rights of either party in the event of a breachof contract or default by the other party.
C. Stop Work Clause
As directed by the AO, KPMG shall stop all, or any part, of the work called for under this Agreement fora period of 90 days after the written order is delivered, and for any further period to which the parties
may agree. The order shall be specifically identified as a stop-work order issued under this Article. Upon
receipt of the order, KPMG shall immediately comply with its terms and take all reasonable steps tominimize the incurrence of costs allocable to the work covered by the order during the period of work
stoppage. Within a period of 90 days after a stop-work is delivered, or within any extension of that period
to which the parties shall have agreed, the AO shall either:
1. Cancel the stop-work order; or
2. Terminate the work covered this Agreement.
If a stop work order issued under this clause is canceled, KPMG shall resume work. The Government shallmake an equitable adjustment in the delivery schedule or negotiated price, or both, and the Government’s
share of this Agreement shall be modified, in writing, accordingly, if—
i. The stop-work order results in an increase in the time required for, or in the cost
properly allocable to, the performance of any part of this Agreement; andii. KPMG asserts its right to the adjustment within 30 days after the end of the period ofwork stoppage; however, if the Government decides the facts justify the action, theGovernment may receive and act upon a proposal submitted at any time before final
payment under this Agreement.

ARTICLE III. PROJECT MANAGEMENT
A. Project Governance
The Awardee is responsible for the overall management of the project development and related projectdecisions. The Government will have continuous involvement with the Awardee. The Awardee shallprovide access to project progress and results in accordance with the Statement of Work.
B. Key Personnel
Any key personnel specified in this contract are considered to be essential to work performance. At least thirty (30)
calendar days prior to the Contractor voluntarily diverting any of the specified individuals to other programs orcontracts the Contractor shall notify the Contracting Officer and shall submit a justification for the diversion or
replacement and a request to replace the individual. The request must identify the proposed replacement and provide
an explanation of how the replacement's skills, experience, and credentials meet or exceed the requirements of thecontract (including, when applicable, Human Subjects Testing requirements). If the employee of the Contractor is7terminated for cause or separates from the Contractor voluntarily with less than thirty (30) calendar-day notice, theContractor shall provide the maximum notice practicable under the circumstances. The Contractor shall not divert,
replace, or announce any such change to key personnel without the written consent of the Contracting Officer. The
contract will be modified to add or delete key personnel as necessary to reflect the agreement of the parties. The
following individuals are determined to be key personnel and are designated as (b) (4)responsible for facilitating the communications, reporting, and meetings between the Parties:(b) (4)The key personnel of Awardee, are considered to be critical to the successful performance of thisAgreement. Prior to replacing these key personnel, the Awardee shall provide written notification to the
AO. The Awardee shall demonstrate that the qualifications of the proposed substitute personnel are
generally equivalent to or better than the qualifications of the personnel being replaced.
Substitution of Key Personnel
The Contractor agrees to assign to the contract those persons whose resumes/CVs were submitted with the proposal
who are necessary to fill the requirements of the contract. No substitutions shall be made except in accordance withthis clause. All requests for substitution must provide a detailed explanation of the circumstance necessitating the
proposed substitution, a complete resume for the proposed substitute and any other information requested by thecontracting officer to approve or disapprove the proposed substitution. All proposed substitutes must havequalifications that are equal to or higher than the qualifications of the person to be replaced. The contracting officer orauthorized representative will evaluate such requests and promptly notify the contractor of his approval or disapproval
thereof. The contractor further agrees to include the substance of this clause in any subcontract, which may be awarded
under this contract.

ARTICLE IV: AGREEMENT ADMINISTRATION
In no event shall any understanding or agreement, modification, change order, or other matter indeviation from the terms of this Agreement between the Awardee and a person other than the AO be
effective or binding upon the Government. All such actions must be formalized by a proper
contractual document executed by the AO.
Government Oversight Team Representatives:AO:(b) (6)AS:(b) (6)AOR:(b) (6)8

(b) (6)Awardee Representatives:(b) (6)

Project Sponsor:(b) (6)

9

ARTICLE V: PERFORMANCE OBJECTIVES AND CHANGES
A. The Statement of Work (SOW), Attachment A, describes the objectives which emphasize theactivities that will be undertaken by the Awardee to achieve the project goals.
B. After the definitized pOTA effective date, recommendations for modifications, including
justifications to support any changes to the SOW, will be documented in a letter and submitted byAwardee to the AO. This letter will detail the technical, chronological and financial impact, if any, ofthe proposed modification to the project. Any resultant modification is subject to the mutual
agreement of the Parties. The Government is not obligated to pay for additional or revised costs
unless and until this Agreement is formally revised by the AO and made part of this Agreement. Any
modification to this Agreement to account for recommended changes in the SOW will be considereda supplemental agreement.
C. Review of Recommendations: The AO will be responsible for the review and verification of any
recommendations to revise or otherwise modify the Agreement, the SOW, payment terms, or otherproposed changes to the terms and conditions of this Agreement.
D. Minor Modifications: The Government may make minor or administrative Agreement modifications
unilaterally (e.g., changes in the paying office or appropriation data, changes to Awardee personnel
proposed by Awardee, etc.).
E. Amending the Agreement: The Government will be responsible for effecting all modifications to thisAgreement, with the concurrence of the Awardee for modifications that are not minor or
administrative. Administrative and material matters under this Agreement will be referred to AO.
F. Modification Communications: No other communications, whether oral or in writing, that purport tochange this Agreement are valid.
G. Government Property: Not Applicable

ARTICLE VI: MEETINGS AND TECHNICAL DATA REQUIREMENTS
A. Meetings
Monthly Status Meetings: The Awardee’s Project Lead, and Project Sub-Lead shall convene monthly with
the Government Oversight Team to discuss the status of the project and review the submitted monthly
report. This meeting shall coincide with the submission of the monthly reports, and should occur midmonth accordingly.
The Government Oversight Team and Awardee Project Lead and Sub-Lead may agree to ad hoc meetings
to address specific issues or to convey time-sensitive updates related to the project.
B. Technical Data10

1. Monthly Progress & Expenditure Report: No later than the 10th (tenth) day of eachmonth during the Period of Performance, a monthly report shall be furnishedelectronically to the Government Oversight Team which encompasses the previous
month’s notable progress, issues encountered, project risks identified and mitigation
taken to reduce them, monthly expenditures & total project expenditures to date.
2. Lessons Learned (Per Site): Per Attachment A, Statement of Work, the Contractor
shall document lessons learned as the hyper-local site deployment plan is
implemented. (b) (4)3. (b) (4)4. Deliverables as outlined in the SOW, to be electronically furnished to theGovernment Oversight Team.

ARTICLE VII: INSPECTION/ACCEPTANCE
A. Inspection: The Government has the right to inspect all work called for by this Agreement, to theextent practicable at all places and times, including the period of performance, and in any event
before acceptance. The Government may also inspect the premises of the Awardee engaged inAgreement performance. The Government shall perform inspections and tests in a manner that will
not unduly delay the work.
B. The Government shall accept or reject the work as promptly as practicable after completion/delivery,
unless otherwise specified in the Agreement. Government failure to inspect and accept or reject thework shall not relieve the Awardee from responsibility, nor impose liability on the Government, fornonconforming work. Work is nonconforming when it is defective in material or workmanship or isotherwise not in conformity with Agreement requirements. The Government has the right to rejectnonconforming work. The Government’s inspection and acceptance of Project work performed by
KPMG will not exceed 90 days after completion of required identified deliverables.

ARTICLE VIII: FINANCIAL MATTERS
Obligation: Except as specified in Article IX: Disputes, the Government’s liability to make payments to the
KPMG is limited only to those funds obligated under this Agreement as identified in the CLIN structure or
by modification to the Agreement and/or CLIN structure. ACC-APG-Orlando may incrementally fund this10Agreement. If modification becomes necessary in performance of this Agreement, pursuant to Article V ofthis Agreement, the AO and KPMG shall establish and execute mutually agreed to revised payment terms.
A. Payments. The total amount of this Agreement shall be obligated at the time of award. This
Agreement is an expenditure type OTA. The charges may be reported on a cash or accrual basis, aslong as the methodology is disclosed and is consistently applied. The amounts of interim payments or
the total amount ultimately paid to KPMG is based on the amounts KPMG expends on direct and indirect
Project costs plus any agreed upon fixed fee. If KPMG completes the Project specified at the time ofaward before it expends all of the agreed-upon Federal funding, the Federal Government may recover theunexpended balance of funds.
Payments shall be made on a monthly basis for the reimbursement of allowable costs within the scope of the
Project, incurred during the period of performance up to the agreed upon project budget. Proper
documentation shall be submitted to justify all costs submitted for expenditure reimbursement. Proper
documentation includes: supporting quotes, travel receipts and invoices paid. Payments shall be madewithin 30 days of the submission of a proper invoice as set forth in Section VIII.F.
B. Accounting System Requirements: Prior to the submission of invoices, KPMG shall have and maintaina DCMA approved accounting system in accordance with DFARS 252.242-7006 Accounting System
Administration. Consistent with this stipulation, an acceptable accounting system will be one in which
all cash receipts and disbursements are controlled and documented properly.
C. Use of Funds. Federal funds are to be used only for costs that a reasonable and prudent person would
incur in carrying out the Project.
D. Allowable Costs. The allowability of costs will be determined by the Agreements Officer in goodfaith- consultation with KPMG, with reference to the OMB Uniform Guidance at 2 CFR part 200,
subpart E and appendix IV in effect on the date of the agreement.
E. Invoicing: KPMG shall submit invoices for processing, according to the payment terms above, to the
AOR for payment approval via The Invoice, Receipt, Acceptance, and Property Transfer (iRAPT)
application of the Wide Area Work Flow (WAWF) system, according to the guidelines set forth in DFARS
Subpart 232.70 and DFARS 252.232-7003 Electronic Submission of Payment Requests and Receiving
Reports. Payments will be made by the Defense Finance and Accounting Service (DFAS) Indianapolis –GFEBS, HQ0490, 8899 E 56th Street, Indianapolis, IN 46249-3800.
WAWF Provision:
1. Definitions. As used in this clause-Department of Defense Activity Address Code (DoDAAC) is a six-position code thatuniquely identifies a unit, activity, or organization.
Document type means the type of payment request or receiving report available for creationin Wide Area WorkFlow (WAWF).
Local processing office (LPO) is the office responsible for payment certification
when payment certification is done external to the entitlement system.

10

2. Electronic invoicing. The WAWF system is the method to electronically process
vendor payment requests and receiving reports, as authorized by DFARS 252.2327003, Electronic Submission of Payment Requests and Receiving Reports.
3.

WAWF access. To access WAWF, the Recipient shall (i) have a designatedelectronic business point of contact in the System for Award Management at
https://www.acquisition.gov; and (ii) be registered to use WAWF at
https://wawf.eb.mil/ following the step-by-step procedures for self-registration
available at this website.

4. WAWF training. The Recipient should follow the training instructions of the WAWF
Web- Based Training Course and use the Practice Training Site before submitting
payment requests through WAWF. Both can be accessed by selecting the "Web Based
Training" link on the WAWF home page at https://wawf.eb.mil/.
5.

WAWF methods of document submission. Document submissions may be via Web
entry, Electronic Data Interchange, or File Transfer Protocol.

6. WAWF payment instructions. The Recipient must use the following information whensubmitting payment requests and receiving reports in WAWF for this contract/order:
a. Document type. The Recipient shall use the following document type: Invoice
and Receiving Report (Combo)
b. Inspection/acceptance location. The Recipient shall select the following
inspection/acceptance location(s) in WAWF, as specified by the contracting
officer.
c. Document routing. The Recipient shall use the information in the Routing Data
Table below only to fill in applicable fields in WAWF when creating payment
requests and receiving reports in the system.
Routing Data Table*
Field Name in WAWF

Data to be entered in WAWF

Pay Official DoDAAC

HQ0490Issue By DoDAAC
Admin DoDAAC
Inspect and Accept By DoDAAC
Ship To Code

W912CG
W912CGW56XNHW56XNH

Payee Information: As identified at the System for Award Management.

11

i. Payment request and supporting documentation. The Recipient shall ensure a payment

request includes appropriate contract line item and subline item descriptions of the work
performed or supplies delivered , unit price/cost per unit, fee (if applicable), and all
relevant back-up documentation in support of each payment request.
ii. WAWF email notifications. The Recipient shall enter the email address identified

below in the "Send Additional Email Notifications" field of WAWF once a document
is submitted in the system.
7. WAWF point of contact.
1. The Recipient may obtain clarification regarding invoicing in WAWF
from the following contracting activity's WAWF point of contact.
AOR: LTC Owen Roberts, owen.roberts@hhs.gov
2. For technical WAWF help, contact the WAWF helpdesk
at 866-618-5988.
F. Electronic Fund Transfer: KPMG must be enrolled in EFT by contacting the paying office designated in
the Agreement and requesting form SF 3881, Automated Clearing House (ACH)
Vendor/Miscellaneous Payment Enrollment Plan. This form must be completed by KPMG and
KPMG's financial institution, and returned to the paying office. The paying office will complete theprocess and notify KPMG that EFT enrollment is complete. All payments under this agreement will beheld until KPMG provides the required EFT enrollment information. Registration in the System Award
for Management (SAM) is mandatory.
G. Financial Records and Reports: Should cost sharing procedures be implemented for funding a particular
Project, KPMG shall maintain adequate records to account for Federal funds received under thisAgreement and shall maintain adequate records to account for KPMG’s Project Agreement funding
provided under this Agreement.
Comptroller General Access to Records: As of the definitized pOTA effective date, the Comptroller
General of the United States will have access to and the right to examine records by 10 U.S. Code §2371b of any entity that performance activities under this agreement. This right will survive for aperiod of three years after final payment under this letter agreement or its expiration or termination.
This requirement shall not apply with respect to any Party to this Agreement or any entity thatparticipates in the performance of the Agreement, or any subordinate element of such Party or entity,that has not entered into any other agreement (contract, grant, cooperative agreement, or “othertransaction”) that provides for audit access by a government entity in the year prior to the date of thisAgreement. This paragraph only applies to any record that is created or maintained in the ordinary
course of business or pursuant to a mandatory and applicable provision of law. The terms of thisparagraph shall be included in all sub- agreements to the Agreement other than sub-agreements witha component of the U.S. Government. The Comptroller General may not examine records pursuant toa clause included in an agreement more than three years after the final payment is made by the UnitedStates under the agreement. Additionally, the Agreement Recipient shall maintain and theAgreements Officer, or an authorized representative of the Agreements Officer, shall have the rightto examine and audit all timekeeping and expense records, as well as any other records determined
necessary by the Agreements Officer to ensure costs reimbursed are reasonable, allocable, andallowable. This right of examination shall include inspection at all reasonable times of Agreement
Recipient's facilities, or parts of them, engaged in performing the agreement.
12

ARTICLE IX: DISPUTES
A. General
The Parties shall communicate with one another in good faith and in a timely and cooperative manner
when raising issues under this Article.
B. Dispute Resolution Procedures
Any disagreement, claim or dispute between ACC-APG-Orlando Division and KPMG concerningquestions of fact or law arising from or in connection with this Agreement, and, whether or not involving
an alleged breach of this Agreement, may be raised only under this Article.
For any disagreement, claim, or dispute arising under this agreement or the services provided
thereunder, the parties shall communicate with one another in good faith and in a timely andcooperative manner. Whenever disputes, disagreements, or misunderstandings arise, the parties
shall attempt to resolve the issue by discussion and mutual agreement as soon as practicable.
Failing resolution by mutual agreement, the aggrieved party shall request a resolution in writingfrom the AO. The AO will review the matter and render a decision in writing within thirty (30)
calendar days. (If the AO fails to render a decision in writing within thirty (30) days of request, therequest shall be deemed to have been denied.) In the event the AO’s decision does not resolve thedisagreement, claim, or dispute, either Party may request to submit the matter to non-binding
mediation. Mediation may take place at a location to be designated by the parties using theMediation Procedures of the International Institute for Conflict Prevention and Resolution, withthe exception of paragraph 2 (Selecting the Mediator). If, after good faith efforts, the parties areunable to resolve their dispute through mediation within ninety (90) days after the issuance by oneof the parties of a request for mediation, then either party may pursue a dispute at a court ofcompetent jurisdiction at any time. The parties intend for the U.S. Court of Federal Claims to havejurisdiction over disputes under this letter agreement pursuant to 28 U.S.C. § 1491(a)(1). In theevent that the U.S. Court of Federal Claims does not have jurisdiction to resolve the dispute, theparties intend to resolve the dispute in the United States District Court for the District ofColumbia. As contemplated by 28 U.S.C. § 2516(a), this letter agreement provides for thepayment of prejudgment interest from the date on which a claim accrues.
Government Vendors and Conflicts. The Government is aware that KPMG may be providing
assurance, tax and/or advisory services to mAb providers, infusion facility operators, etc. (“Other
Parties”) . The Government agrees that the Other Parties’ mere status as a KPMG client does notnecessarily impact KPMG’s engagement to perform this agreement. KPMG will perform aninternal search for relationships with the Other Parties. KPMG will disclose, subject toconfidentiality restrictions, to the Government any conflicts of interest identified and obtain the
Government’s consent to proceed with the services hereunder. In the event a potential conflict is
identified, in order to mitigate such a conflict, KPMG will cease work until Government consent
is received or an alternative course of action is mutually agreed upon. KPMG may be inpossession of confidential information concerning the Other Parties that may be relevant to thisengagement and that such information will not be disclosed to the Government unless the Other
Parties provide such information directly to the Government or to the KPMG engagement teamproviding services to the Government for purposes of the services described in this Agreement.
However, KPMG is a large firm that is engaged by new clients on a daily basis and as a result it
cannot guarantee that, following its conflict search, an engagement for any other related party
will not be accepted somewhere else in KPMG. Should any new information come to KPMG’s
attention, KPMG will promptly inform the Government.
13

Organizational Conflicts of Interest
Performance under this contract may create an actual or potential organizational conflict of interest such as arecontemplated by FAR Part 9.505-General Rules. The Contractor shall not engage in any other contractual or otheractivities which could create an organizational conflict of interest (OCI). This provision shall apply to the prime
Contractor and all sub-Contractors. This provision shall have effect throughout the period of performance of thiscontract, any extensions thereto by change order or supplemental agreement, and for two (2) years thereafter. The
Government may pursue such remedies as may be permitted by law or this contract, upon determination that an OCI
has occurred.
The work performed under this contract may create a significant potential for certain conflicts of interest, as set forthin FAR Parts 9.505-1, 9.505-2, 9.505-3, and 9.505-4. It is the intention of the parties hereto to prevent both thepotential for bias in connection with the Contractor‘s performance of this contract, as well as the creation of any unfair
competitive advantage as a result of knowledge gained through access to any non-public data or third party proprietary
information.
The Contractor shall notify the Contracting Officer immediately whenever it becomes aware that such access orparticipation may result in any actual or potential OCI. Furthermore, the Contractor shall promptly submit a plan to
the Contracting Officer to either avoid or mitigate any such OCI. The Contracting Officer will have sole discretion in
accepting the Contractor‘s mitigation plan. In the event the Contracting Officer unilaterally determines that any such
OCI cannot be satisfactorily avoided or mitigated, other remedies may be taken to prohibit the Contractor fromparticipating in contract requirements related to OCI.
Whenever performance of this contract provides access to another Contractor‘s proprietary information, the Contractor
shall enter into a written agreement with the other entities involved, as appropriate, in order to protect such proprietary
information from unauthorized use or disclosure for as long as it remains proprietary; and refrain from using suchproprietary information other than as agreed to, for example to provide assistance during technical evaluation of other
Contractors’ offers or products under this contract. An executed copy of all proprietary information agreements byindividual personnel or on a corporate basis shall be furnished to the CO within fifteen (15) calendar days of
execution.

(b) (4)ARTICLE X: CONFIDENTIAL INFORMATION
A. Definitions“Disclosing Party” means KPMG, or their subcontractors, participants, vendors, or suppliers, or theGovernment who discloses Confidential Information as contemplated by the subsequent Paragraphs.
14

“Receiving Party” means KPMG, or their subcontractors or suppliers, or the Government who
receives Confidential Information disclosed by a Disclosing Party.
“Confidential Information” means information and materials of a Disclosing Party which are designatedas confidential or as a Trade Secret in writing by such Disclosing Party, whether by letter or by use of an
appropriate stamp or legend, prior to or at the same time any such information or materials are disclosed
by such Disclosing Party to the Receiving Party. Notwithstanding the foregoing, materials and otherinformation which are orally, visually, or electronically disclosed by a Disclosing Party, or are disclosed
in writing without an appropriate letter, stamp, or legend, shall constitute Confidential Information or a
Trade Secret if such Disclosing Party, within thirty (30) calendar days after such disclosure, delivers to
the Receiving Party a written document or documents describing the material or information andindicating that it is confidential or a Trade Secret, provided that any disclosure of information by the
Receiving Party prior to receipt of such notice shall not constitute a breach by the Receiving Party of its
obligations under this Paragraph. “Confidential Information” includes any information and materials
considered a Trade Secret by KPMG on its own behalf or on behalf of their subcontractors or suppliers.
“Trade Secret” means all forms and types of financial, business, scientific, technical, economic, orengineering or otherwise proprietary information, including, but not limited to, patterns, plans,compilations, program devices, formulas, designs, prototypes, methods, techniques, processes,
procedures, programs, or codes, whether tangible or intangible, and whether or how stored, compiled, or
memorialized physically, electronically, graphically, photographically, or in writing if:
1. The owner thereof has taken reasonable measures to keep such information secret; and2. The information derives independent economic value, actual or potential, from not being
generally known to, and not being readily ascertainable through proper means by, thepublic.
B. Exchange of Information: The Government may from time to time disclose Government Confidential
Information to KPMG and its subcontractors or suppliers, in connection with similar processes orparticular projects, and KPMG their subcontractors or suppliers, may from time to time disclose
information that is Trade Secret or Confidential Information to the Government in connection with the
OTA, an OTA project proposal, Payment terms or Instruction, Project Agreement, or performance
thereunder. Neither the Government nor KPMG or their subcontractors or suppliers shall be obligatedto transfer Confidential Information or Trade Secrets independently developed by the Government or
KPMG or their subcontractors or suppliers, absent an express written agreement between the Parties
providing the terms and conditions for such disclosure.
C. Confidentiality and Authorized Disclosure: The Receiving Party agrees, to the extent permitted bylaw, that Confidential Information and Trade Secrets shall remain the property of the Disclosing
Party (no one shall disclose unless they have the right to do so), and that, unless otherwise agreed toby the Disclosing Party, Confidential Information and Trade Secrets shall not be disclosed, divulged,
or otherwise communicated by it to third parties or used by it for any purposes other than inconnection with specified project efforts and the licenses granted in Article X, Patent Rights, andArticle XI, Data Rights, provided that the duty to protect such “Confidential Information” and “Trade
Secrets” shall not extend to materials or information that:•Are received or become available without restriction to the Receiving Party under aproper, separate agreement,•

Are not identified with a suitable notice or legend per Article entitled "Confidential
Information" herein,
15

•Are lawfully in possession of the Receiving Party without such restriction to the Receiving
Party at the time of disclosure thereof as demonstrated by prior written records,•

Are or later become part of the public domain through no fault of the Receiving Party,•

Are received by the Receiving Party from a third party having no obligationof confidentiality to the Disclosing Party that made the disclosure,•

Are developed independently by the Receiving Party without use ofConfidential Information or Trade Secrets as evidenced by written records,•

Are required by law or regulation to be disclosed; provided, however, that the Receiving
Party has provided written notice to the Disclosing Party promptly so as to enable such
Disclosing Party to seek a protective order or otherwise prevent disclosure of suchinformation.

Return of Proprietary Information: Upon the request of KPMG, the Government shall promptly return all copies
and other tangible manifestations of the Confidential Information or Trade Secrets disclosed.
Upon request by the Government, KPMG shall promptly return all copies and other tangible manifestations of
the Confidential Information disclosed by the Government. As used in this section, tangible manifestations
include human readable media as well as magnetic and digital storage media. Notwithstanding any otherprovision herein, KPMG may retain a copy of information received, developed, or otherwise relating to thiscontract in order to comply with its contractual obligations and applicable professional standards. Information
stored on routine back-up media for the purpose of disaster recovery will be subject to destruction in due
course. Latent data such as deleted files and other non-logical data types, such as memory dumps, swap files,
temporary files, printer spool files and metadata that can customarily only be retrieved by computer forensics
experts and are generally considered inaccessible without the use of specialized tools and techniques will not bewithin the requirement for the return of records as contemplated by this paragraph.
Confidentiality of Contractor Records. During the performance of this Agreement, KPMG may
submit confidential commercial and financial information to the Government. The Government
acknowledges and agrees that it will treat any information that KPMG identifies as confidentialcommercial and/or financial information and withhold said information to the fullest extent permitted
by federal law. Before releasing any KPMG-furnished record in response to a Freedom ofInformation Act request, the Government will notify KPMG in writing so that KPMG can identify
any confidential commercial or financial information that is contained in the record prior to release.
D. Term: Except to the extent covered by and subject to other provisions of this Agreement the
obligations of the Receiving Party under this Article shall continue for a period of five (5) years after
the expiration or termination of this Agreement.
As of the definitized pOTA effective date, the Government and KPMG shall flow down the requirementsof this Article VI to their respective personnel, agents, partners, and team members receiving such
Confidential Information or Trade Secrets under this pOTA.

16

ARTICLE XI: DATA RIGHTS
A. Definitions
1. “Commercial Computer Software” as used in the Article is defined in DFARS 252-227-7014(a)(1) (Jun 1995).
2. “Commercial Computer Software License” means the license terms under which Commercial
Computer Software is sold or offered for sale, lease or license to the general public.
3. “Computer Data Base” as used in this Agreement, means a collection of data recorded in a form
capable of being processed by a computer. The term does not include computer software.
4. “Computer program” as used in this Agreement means a set of instructions, rules, or routines in aform that is capable of causing a computer to perform a specific operation or series of operations.
5. “Computer software” as used in this Agreement means computer programs, source code, sourcecode listings, object code listings, design details, algorithms, processes, flow charts, formulae andrelated material that would enable the software to be reproduced, recreated or recompiled.
Computer software does not include computer data bases or computer software documentation.
6. “Computer software documentation” means owner’s manuals, user’s manuals, installation
instructions, operating instructions, and other similar items, regardless of storage medium, that
explain the capabilities of the computer software or provide instructions for using the software.
7. “Data” as used in this Article of this Agreement, means computer software, computer software
documentation, form, fit and function data, and technical data as defined in this Article.
8. “Form, fit and function data” means technical data that describes the required overall physical,
functional and performance characteristics (along with the qualification requirements, if
applicable) of an item, component, or process to the extent necessary to permit identification ofphysically and interchangeable items.
9. “Government purpose rights” means the rights to use, modify, duplicate or disclose the “Data”
licensed with such rights under this Agreement within the Government for United States
Government purposes only; and to release or disclose data outside the Government to any
authorized persons pursuant to an executed non-disclosure agreement for such persons’ use,
modification, or reproduction for United States Government purposes only. United States
Government purposes include Foreign Military Sales purposes and competitive re-procurement.
10. “Limited rights” as used in this Article is as defined in DFARS 252.227-7013(a) (14).
11. “Restricted rights” as used in this Article is as defined in DFARS 252.227-7014(a) (15).
12. “Specially Negotiated License Rights” are those rights to Data that have been specificallynegotiated between the Government and KPMG.
13. “Technical data” means recorded information, regardless of the form or method of the17

recording, of a scientific or technical nature (including computer software documentation).
The term does not include computer software or data incidental to contract administration,such as financial and/or management information.
14. “Unlimited rights” means the rights to use, modify, duplicate, release, or disclose Data, in whole
or in part, in any manner, and for any purpose whatsoever, and to have or authorize others to do so.
B. Technical Data:
1. Any technical data, as defined in 48 C.F.R. § 252.227-7013(a)(15), generated in connection
with the performance of work under this letter agreement, including clinical trials, shall beowned by KPMG. For any deliverables generated using U.S. Government funding inconnection with the performance of work under this letter agreement, the U.S. Government
shall have government purpose rights for use and activities in connection with SARS-CoV2 with an obligation to limit disclosure of such information outside the U.S. Government tocontractors that have entered into an agreement with the U.S. Government that includes 48
C.F.R. § 52.227-7025 or to a recipient that has entered into the use and non-disclosureagreement set forth in 48 C.F.R. § 227.7103-7; provided that rights for specific deliverables
may be modified in the subsequent Statement of Work.
2. Any Data developed outside of this Agreement with Government funding in whole or in part
under a Government agreement, contract or subcontract shall have the rights negotiated undersuch prior agreement, contract or subcontract; the Government shall get no additional rights insuch Data under this Agreement.
C.

Prior Technology
1. In the event it is necessary for KPMG to furnish the Government with Data which existed priorto, or was produced outside of this Agreement, and such Data embodies trade secrets or comprisescommercial or financial information which is privileged or confidential, and such Data is so identified
with a suitable notice or legend, the Data will be maintained in confidence and disclosed and usedby the Government and such Government Contractors or contract employees that the Government
may hire on a temporary or periodic basis only for the purpose of carrying out the Government’s
responsibilities under this Agreement. Data protection will include proprietary markings andhandling, and the signing of nondisclosure agreements by such Government Contractors or contract
employees. KPMG shall not be obligated to provide Data that existed prior to, or was developed
outside of this Agreement to the Government. Upon completion of activities under this Agreement,such Data will be disposed of as requested by KPMG.
2. Oral and Visual Information: If information which KPMG considers to embody trade secrets or tocomprise commercial or financial information which is privileged or confidential is expressly
disclosed orally or visually directly to the Government, the exchange of such information must be
memorialized in tangible, recorded form and marked with a suitable notice or legend, and furnished to
the Government within thirty (30) calendar days after such oral or visual disclosure, or theGovernment shall have no duty to limit or restrict, and shall not incur any liability for any disclosureand use of such information. If the Government reasonably determines that the memorialization of
the exchange is insufficiently detailed to enable it to identify the privileged or confidential
information, KPMG shall provide addition detail at the Government’s request, subject to restrictions
on use and disclosure.
3. Disclaimer of Liability:
20

KPMG shall indemnify the U.S. Government and its officers and employees against
liability, including costs, that the deliverables actually or allegedly, directly or
contributorily infringe, any United States or foreign patent, trademark or copyright,
directly arising out of this pOTA, provided that the Government promptly notifies
KPMG in writing of such claims and proceedings. In the unlikely event that aninvention is conceived or first actually reduced to practice in the performance of thisagreement (“Agreement Invention”), ownership of any Agreement Invention,
regardless of whether it is not patentable, or is patentable under U.S. patent law that isconceived or first reduced to practice under this agreement will follow inventorship in
accordance with U.S. patent law. Neither the Government nor Awardee anticipate theconception or reduction to practice of any Agreement Invention.
Notwithstanding the above, the Government shall not be restricted in, nor incur any liability for,the disclosure and use of:a. Data not identified with a suitable notice or legend as set forth in this Article; norb. Information contained in any Data for which disclosure and use is restricted, if suchinformation is or becomes generally known without breach of the above, is properly known
to the Government or is generated by the Government independent of carrying out
responsibilities under this Agreement, is rightfully received from a third party without
restriction, or is included in Data which KPMG has furnished, or is required to furnish to
the Government without restriction on disclosure and use.
Notwithstanding F.3.(a) of this Article above, if KPMG cures the omission of the suitable notice orlegend, the restrictions, and related liability for disclosure and use of such information shall apply
after cure unless it is then unrestricted under F.3(b) of this Article above.
D. Copyright
KPMG reserves the right to protect by copyright works developed under this Agreement. All such
copyrights will be in the name of KPMG or the author, as determined by KPMG’s policies. KPMG
hereby grants to the U.S. Government a non-exclusive, non-transferable, royalty-free, fully paid-up
license to reproduce, prepare derivative works, distribute copies to the public, and perform publicly anddisplay publicly, for governmental purposes, any copyrighted materials developed (excluding Data)
under this Agreement to which it owns the copyright, and to authorize others to do so.
E. Lower Tier Agreements
As of the definitized pOTA effective date, KPMG shall include this Article, suitably modified to identify theparties, in all, subcontracts or lower tier agreements, regardless of tier, or experimental, developmental, or
research work.
F.Survival Rights
Provisions of this Article shall survive termination of this Agreement.

ARTICLE XII: INTELLECTUAL PROPERTY RIGHTSRESERVED.
20

ARTICLE XIII: TITLE AND DISPOSITION OF PROPERTY
A. Definitions
In this Article, “property” means any tangible personal property other than property actually consumed
during the execution of work under this Agreement.
B. Title to Property
No significant items of property are expected to be acquired under this Agreement by KPMG. (b) (4)ARTICLE XIV: EXECUTION
This Agreement constitutes the entire agreement of the Parties and supersedes all prior andcontemporaneous agreements, understandings, negotiations and discussions among the Parties, whether
oral or written, with respect to the subject matter hereof. This Agreement may be revised only by writtenconsent of KPMG and the ACC-APG-Orlando Agreements Officer designated in this Agreement. By
executing this agreement, KPMG affirms that it is a non- traditional defense contractor, small business,traditional defense contractor with significant non- traditional defense contractor participation or a
traditional defense contractor providing a 1/3 cost share and, as a result, is eligible to be awarded thisAgreement.

ARTICLE XV: MISCELLANEOUS
A. Security. The Recipient shall not develop and/or handle classified information in the performance of
this Agreement. No form DD254 is currently required for this Agreement.
B. Entire Agreement. This Agreement, inclusive of the proposal, proposal revisions, proposal
attachments, constitutes the entire Agreement between the Parties concerning the subject matterhereof and supersedes any prior understandings or written or oral

20

Agreement relative to said matter.
C. Waiver of Rights. Any waiver of any requirement contained in this Agreement shall be by mutual
agreement of the Parties hereto. Any waiver shall be reduced to a signed writing and a copy of thewaiver shall be provided to each Party. Failure to insist upon strict performance of any of the terms andconditions hereof, or failure or delay to exercise any rights provided herein or by law, shall not be
deemed a waiver of any rights of any Party hereto.
D. Liability. No Party to this Agreement shall be liable to the other Party for any property consumed,
damaged, or destroyed in the performance of this Agreement, unless it is due to the negligence or willful
misconduct of the Party or an employee or agent of the Party.
E. Non-Assignment. This Agreement may not be assigned by any Party except by operation of law
resulting from the merger of a Party into or with another corporate entity.
F. Severability. If any clause, provision or section of this Agreement shall be held illegal or invalid byany court, the invalidity of such clause, provision, or section shall not affect any of the remaining
clauses, provisions, or sections herein, and this Agreement shall be construed and enforced as if such
illegal or invalid clause, provision, or section had not been contained herein.
G. Force Majeure. Neither Party shall be in breach of this Agreement for any failure of performancecaused by any event beyond its reasonable control and not caused by the fault or negligence of that
Party. If such a force majeure event occurs, the Party unable to perform shall promptly notify the otherParty and shall in good faith maintain such partial performance as is reasonably possible and shallresume full performance as soon as is reasonably possible.
H. Foreign Access to Data. The Parties will comply with any applicable U.S. export control statutes orregulations in performing this Agreement.
(b) (4)

J. Choice of Law. This Agreement and the resolution of disputes hereunder will be governed, construed,
and interpreted by the statutes, regulations, and/or legal precedent applicable to the Government of theUnited States of America. Unless explicitly stated, the Parties do not intend that this Agreement be subject
to the Federal Acquisition Regulation, or any other US Government grant or procurement regulation,either directly or indirectly or by operation of law. When a specific FAR or other procurement regulation
requirement is incorporated by reference in this Agreement, the text of the clause alone will apply without
application or incorporation of other provisions of these regulations.

21

ATTACHMENT 01 - pOTA
OTHER TRANSACTION AUTHORITY FOR PROTOTYPE AGREEMENTBETWEENKPMG LLP (Awardee)
8350 Broad Street Suite 900
McLean, VA 22102-5150
DUNS Number: 080298309
CAGE Code: 7QEG9And
ACC-APG ORLANDO CONTRACTING DIVISION (Government)
12423 Research Parkway
Orlando, FL. 32826

Effective Date: 1 March 2021
Agreement Number: W912CG-21-9-0001
Total Amount of the Agreement: $150,000,000.00
Total Government Funding for the Agreement: $75,000,000.00
Authority: 10 U.S.C . § 2371b, Section 815 of the 2016 National Defense Authorization Act,
P.L 114-92, as amended.

1

(b) (4)The parties understand there are inherent uncertainties and,
therefore, KPMG shall use commercially reasonable efforts to successfully perform thePrototype Project pursuant to the Statement of Objectives included as Attachment A. KPMG
is a traditional defense contractor, it proposes the use of one or more nontraditional defense
contractors as defined in 10 U.S.C. § 2302(9) to participate in the Prototype Project to asignificant extent.
The parties agree that issuing this letter agreement is necessary to initiate resource planning inorder to meet the project goals defined above. The maximum amount for which theGovernment shall be liable if this letter agreement is terminated is the amount obligated by thisagreement or by an amendment to the agreement. The initial amount obligated for thisagreement is $75,000,000.00. The parties agree to begin promptly negotiating the terms of adefinitive prototype Other Transaction Agreement pursuant to 10 U.S.C. 2371b that will
include all conditions required by law on the date of execution of the definitive agreement andany other mutually agreeable clauses, terms, and conditions. The definitive agreement resulting
from this undefinitized action will include a negotiated Cost Reimbursable price. In addition,
within 30 days of issuance of this letter agreement, the parties intend to establish mutuallyagreeable detailed requirements for reporting, such as biweekly meetings, monthly technicalreporting, Integrated Master Schedule (“IMS”) submissions, (b) (4)in(b) (4)Pending definitization, any such requirements will be enforceable only pursuant
to a mutually agreed to written amendment to this letter agreement.
(b) (4)The
agreement shall be governed by all clauses required by law as of the date of the Agreement
Officer’s determination; and to the extent agreed to by KPMG, specific terms and conditions
proposed by Office of the Secretary of Defense, BARDA, and OWS (including OPSEC andother security clauses); and any other clauses, terms, and conditions mutually agreed upon.
(b) (4)

Until this agreement is fully funded, KPMG may cease
performance under this agreement if the cost of KPMG’s performance exceeds the funds
obligated to the agreement. KPMG shall notify the Agreements Officer in writing at least 60
3

days in advance of KPMG’s intent to cease performance under the prior sentence in order toprovide the Agreements Officer with sufficient opportunity to obligate additional funding tothis agreement if appropriate. KPMG must give notice to the government when its cost of
performance have reached 75% of the amount obligated.
The Government may terminate this agreement for any or no reason by providing at least thirty(30) calendar days' prior written notice to the Awardee. Upon termination, the Awardee willstop work and make all reasonable efforts necessary to minimize additional costs incurredunder the contract. The Government and Awardee will negotiate in good faith a reasonable andtimely adjustment of all outstanding issues between the Parties as a result of termination by theGovernment for convenience, consistent with the terms of this agreement. Settlement of costs
that have not been accepted under this agreement shall be determined on the basis of the FAR
52.249-6(h).
With the exception of the Government’s obligation to pay KPMG for costs incurred and work
performed in accordance with the terms of this agreement, neither party will have further
obligations under this letter agreement (b) (4)Within fifteen (15) daysof any termination under this paragraph, KPMG shall provide any outstanding deliverables
contemplated under this letter agreement in KPMG’s possession on the date of termination; andshall also, to the extent it has legal rights to do so, on the date of termination.
Any technical data, as defined in 48 C.F.R. § 252.227-7013(a)(15), generated in connection
with the performance of work under this letter agreement,(b) (4), shall beowned by KPMG. For any data generated using U.S. Government funding in connection withthe performance of work under this letter agreement, the U.S. Government shall havegovernment purpose rights for use and activities in connection with SARS-CoV-2 with an
obligation to limit disclosure of such information outside the U.S. Government to contractorsthat have entered into an agreement with the U.S. Government that includes 48 C.F.R. §52.227-7025 or to a recipient that has entered into the use and non-disclosure agreement set
forth in 48 C.F.R. § 227.7103-7; provided that rights for specific deliverables may be modified
in the subsequent Statement of Work.
KPMG shall indemnify the U.S. Government and its officers and employees against
liability, including costs, for actual or alleged direct or contributory infringement of, or
inducement to infringe, any United States or foreign patent, trademark or copyright, directly arising outof this letter agreement, provided that the Government promptly notifies KPMG in writing of such claims
and proceedings. In the unlikely event that an invention is conceived or first actually reduced topractice in the performance of this agreement (“Agreement Invention”), ownership of any
Agreement Invention, regardless of whether it is not patentable, or is patentable under U.S.
patent law that is conceived or first reduced to practice under this agreement will follow
inventorship in accordance with U.S. patent law. (b) (4)The Comptroller General of the United States will have access to and the right to examine
records, as required by 10 U.S. Code § 2371b, of any entity that performs activities under this4

letter agreement to the extent that such records directly pertain to, and involve transactions
relating to, this letter agreement. (b) (4)Notwithstanding theforegoing, this right will not apply with respect to any entity that performs activities under thisletter agreement to the extent that an entity has not entered into an agreement providing such aright in the year prior to performing such activities. This paragraph only applies to any recordthat is created or maintained in the ordinary course of business or pursuant to a provision oflaw. Additionally, the Agreement Recipient shall maintain and the Agreements Officer, or an
authorized representative of the Agreements Officer, shall have the right to examine and audit
all timekeeping and expense records as determined necessary by the Agreements Officer in thecourse of administering the agreement. Additionally, the Agreement Recipient shall maintainand the Agreements Officer, or an authorized representative of the Agreements Officer, shallhave the right to examine and audit all timekeeping and expense records, as well as any otherrecords determined necessary by the Agreements Officer to ensure costs reimbursed arereasonable, allocable, and allowable. This right of examination shall include inspection at allreasonable times of Agreement Recipient's facilities, or parts of them, engaged in performing
the agreement.
For any disagreement, claim, or dispute arising under this agreement, the parties shallcommunicate with one another in good faith and in a timely and cooperative manner.
Whenever disputes, disagreements, or misunderstandings arise, the parties shall attempt toresolve the issue by discussion and mutual agreement as soon as practicable. Failing resolution
by mutual agreement, the aggrieved party shall request a resolution in writing from the AO.
The AO will review the matter and render a decision in writing within thirty (30) calendar
days. (If the AO fails to render a decision in writing within thirty (30) days of request, therequest shall be deemed to have been denied.) Thereafter, either party may pursue a dispute ata court of competent jurisdiction at any time. The parties intend for the U.S. Court of Federal
Claims to have jurisdiction over disputes under this letter agreement pursuant to 28 U.S.C. §1491(a)(1). As contemplated by 28 U.S.C. § 2516(a), this letter agreement provides for thepayment of prejudgment interest from the date on which a claim accrues.

Confidentiality of Contractor Records. During the performance of this Agreement, KPMG
may submit confidential commercial and financial information to the Government. The
Government acknowledges and agrees that it will treat any information that KPMG identifies
as confidential commercial and/or financial information and withhold said information to thefullest extent permitted by federal law. Before releasing any KPMG-furnished record in
response to a Freedom of Information Act request, the Government will notify KPMG in
writing so that KPMG can identify any confidential commercial or financial information that iscontained in the record prior to release.

(b) (4)

5

ATTACHMENT 02 –SOO

STATEMENT OF OBJECTIVES
for

Monoclonal Antibody (mAb) Therapeutics Infusion Capacity for COVID-19
PREAMBLE
Independently, and not as an agent of the Government, the Awardee shall furnish all necessary
services; qualified professional, technical and administrative personnel; and material, equipment
and facilities not otherwise provided by the Government under the terms of this agreement, as
needed to perform the tasks set forth below.

BACKGROUND/DESCRIPTION
Project Objective: Assistant Secretary for Preparedness and Response (ASPR) has an urgent
requirement for the development of a novel prototype process to create a standard and consistent
operational model for Monoclonal antibodies (mAbs) infusion center capabilities to COVID-19
positive patients in high-risk communities within the United States. (b) (4)Background: In December 2019, a novel coronavirus now known as SARS-CoV-2 was firstdetected in Wuhan, Hubei Province, People’s Republic of China, causing outbreaks of thecoronavirus disease COVID-19, which has since spread globally. The Secretary of Health andHuman Services declared a public health emergency on January 31, 2020, under section 319 of
the Public Health Service Act (42 U.S.C. 247d), in response to COVID-19. On March 13, 2020,
the President of the United States, pursuant to sections 201 and 301 of the National Emergencies
Act (50 U.S.C. 1601 et seq.) and consistent with section 1135 of the Social Security Act (SSA),
as amended (42 U.S.C. 1320b-5), declared the COVID-19 outbreak in the United States anational emergency beginning March 1, 2020. (b) (4)(b) (4)7o (b) (4)10o (b) (4)11(b) (4)ct
Project Management:•

The Awardee is responsible for the overall management of the project
development and related project decisions. The Government will have continuous
involvement with the Awardee through oversight and coordination, as specified
below.
o Monthly Status Meetings: The Awardee’s Project Manager (PM),and Assistant Project Manager (APM) shall convene monthly with
the Government Oversight Team to discuss the status of the project& review the submitted monthly report. This meeting shall coincidewith the submission of the monthly reports, & should occur midmonth accordingly.

• (b) (4)•The Awardee shall designate a Project Manager responsible for facilitating the12communications, reporting, and meetings between the Parties. The Awardee
shall also designate an alternate to the Project Manager, in case the primary
Project Manager is unavailable.

13(b) (4)1416