2612_Attachments_Templates.pdf

DEPARTMENT OF THE AIR FORCE

OTHER TRANSACTION AGREEMENT (OTA)

ATTACHMENTS & TEMPLATES

Agreement No. FA8003-26-9-B004

Project Title:

Resilient, Relocatable Expeditionary Facility Prototype Demonstration

Participant:

Elements Industrial Storage Limited

May 2026

OTA Attachments & Templates | Agreement No. FA8003-26-9-B004

Table of Contents

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ATTACHMENT B: MILESTONE PAYMENT SCHEDULE

Agreement No.: FA8003-26-9-B004

Project Title: RESILIENT, RELOCATABLE EXPEDITIONARY FACILITY PROTOTYPE DEMONSTRATION

Participant: Elements Industrial Storage Limited

1. GENERAL PAYMENT TERMS

Payment under this Agreement shall be made upon the successful completion and formal written acceptance by the Agreements Officer's Representative (AOR) and Agreements Officer (AO) of the technical milestones defined below. Each milestone represents a self -contained, verifiable unit of progress.

2. MILESTONE TABLE

The following table outlines the payment milestones, estimated completion dates, required deliverables, and payment values:

Mileston e #

Milestone Description & Key Activities

Required Deliverables / Verification Criteria

Est.

Completio n Date

Milesto ne

Value

Govern ment Share

Particip ant

Share

M-1.1 Kickoff Meeting & Initial Work Plan

Approved Project Management Plan & Kickoff Minutes

Effective Date + 30

Days

[Amoun t]

[Amoun t]

[Amoun t]

M-1.2 30% Preliminary Design Review (PDR)

Preliminary Drawings, Specifications, and PDR Report

Effective Date + 45

Days

[Amoun t]

[Amoun t]

[Amoun t]

M-1.3 90% Final Design Review

(FDR)

Pre-construction Design, SOW/PWS, Draft Phase 2 GMP Proposal

Effective

Date + 90 Days

[Amoun t]

[Amoun t]

[Amoun t]

M-1.4 Phase 1 Closeout & GMP

Establishment Approved Phase 2

Performance Work Statement (PWS) & Signed

GMP Bilateral Mod

Effective

Date + 120 Days

[Amoun t]

[Amoun t]

[Amoun t]

M-2.1 Site Preparation &

Foundation Works Certified Foundation

Concrete Pour & Inspection

Report

TBD $

[Amoun t]

[Amoun t]

[Amoun t]

Mileston e #

Milestone Description & Key Activities

Required Deliverables / Verification Criteria

Est.

Completio n Date

Milesto ne

Value

Govern ment Share

Particip ant

Share

M-2.2 Procurement of Core

Structural Components Delivery of Structural Frame

Materials to JBPHH Site

TBD $

[Amoun t]

[Amoun t]

[Amoun t]

M-2.3 Installation & Structural

Assembly Erected Structure, Enclosure, and Weather-tight Shell

TBD $

[Amoun t]

[Amoun t]

[Amoun t]

M-2.4 Mechanical, Electrical, Plumbing (MEP)

MEP Rough-ins, Electrical/Utility

Connections Completed

TBD $

[Amoun t]

[Amoun t]

[Amoun t]

M-2.5 System Integration & Testing

Operational Demonstration, Commissioning Report, Testing Minutes

TBD $

[Amoun t]

[Amoun t]

[Amoun t]

M-2.6 Final Closeout & Handover As-built drawings, Operations Manuals, Final

Report, Site Cleanup

POP End Date

[Amoun t]

[Amoun t]

[Amoun t]

TOTAL All Phases Combined Fully Executed Agreement Scope

[Total]

[Total]

[Total]

3. SUBMISSION AND APPROVAL PROCESS

1. Verification of Completion: Upon completion of a milestone, the Participant shall submit a

Milestone Completion Report along with all supporting deliverables to the AOR.

2. AOR Review: The AOR will have ten (10) business days to review, inspect, and approve or reject the milestone completion in writing.

3. AO Approval: Following AOR recommendation, the AO will sign off on the Milestone Completion

Certificate.

4. Invoicing: The Participant may only submit an invoice through WAWF after receiving the signed

Milestone Completion Certificate from the AO.

ATTACHMENT C: REPORTS AND DELIVERABLES SCHEDULE

1. GENERAL REPORTING INSTRUCTIONS

The Participant shall submit all reports and deliverables electronically in editable Microsoft Office format

(Word, Excel, or PowerPoint) and searchable PDF format to the AOR and AO.

2. DELIVERABLES MATRIX

Deliverable Name Description / Contents Frequency / Due Date

Recipients Format

Project Management Plan (PMP)

Detailed schedule, resource allocation, and risk management plan.

Within 30 calendar days of

Award.

AOR, AO MS Word / PDF

Monthly Progress Report

Status of milestones, technical progress, schedule variances, financial burn rate, and planned activities for next month.

10th of each calendar month.

AOR, AO MS Word / PDF

Milestone

Completion Report Evidence of milestone completion, technical deliverables, test data, and QA logs.

Upon completion of each milestone.

AOR, AO MS Word / PDF

Domestic Content ID

Report Comprehensive listing of origin of all construction materials and equipment.

With FDR and at

Final Acceptance.

AOR, AO MS Excel / PDF

As-Built

Documentation Full red-lined design drawings reflecting physical site installations.

Within 30 days of Phase 2 completion.

AOR AutoCAD / PDF

Operations & Maintenance Manuals

Comprehensive manufacturer warranties, service guides, and operations training plans.

At least 15 days prior to Final Demo.

AOR PDF / Hard Copy

Final Technical

Report Consolidated results of the prototype demonstration, lessons learned, and recommendations for production.

Within 45 days after POP expiration.

AOR, AO MS Word / PDF

ATTACHMENT D: DOMESTIC CONTENT CRITERIA & FOREIGN-

ORIGIN REPORTING

1. GOVERNING POLICIES

The Buy American Act (41 U.S.C. Chapter 83) does apply by operation of law, in addition the Parties agree to maximize the use of domestic construction materials, steel, iron, and manufactured goods to ensure national security and supply chain resilience.

2. DEFINITIONS

• Domestic Construction Material: An article, material, or supply brought to the construction site for incorporation into the building that is manufactured in the United States, where the cost of its components mined, produced, or manufactured in the United States exceeds sixty percent (60%) of the cost of all its components.

• Foreign-Origin Material: Any material or component that does not meet the definition of a

Domestic Construction Material.

3. EXCEPTION PROCESS

The Participant may request an exception to the Domestic Content Policy if:

5. The required materials are not produced in the United States in sufficient and reasonably available commercial quantities of a satisfactory quality.

6. The cost of domestic materials would be unreasonable (exceeding foreign pricing by more than

20%).

7. The use of a domestic material is technically incompatible with the prototype requirements.

Request Template for Exceptions

Item Description: [e.g., HVAC Chiller Unit]

Country of Origin: [e.g., Germany]

Cost Estimate (Foreign): [$ Amount]

Cost Estimate (Domestic Alternative): [$ Amount or "Not Available"]

Technical Justification: [Provide detailed explanation]

4. DOMESTIC CONTENT IDENTIFICATION LEDGER (TEMPLATE)

The Participant shall maintain the following tracking table:

Material / Equipment Item

Manufacturer Cost ($) Country of Origin

Meets Domestic

Criteria? (Y/N)

Waiver Approved Date

(If N)

Structural Beams (Example)

US Steel Corp $50,000 United States Y N/A

ATTACHMENT E: DATA RIGHTS PROVISIONS

1. GENERAL RIGHTS ALLOCATION

The Government and the Participant agree to the allocation of rights in technical data and computer software developed, delivered, or utilized under this Agreement as specified below:

• Unlimited Rights: The Government shall have the right to use, modify, reproduce, perform, display, release, or disclose technical data or computer software in whole or in part, in any manner, and for any purpose whatsoever, and to have or permit others to do so, for:

• Form, fit, and function data.

• As-built documentation, O&M manuals, and training materials.

• Data produced directly under this Agreement that was funded entirely by the Government.

• Government Purpose Rights (GPR): The Government shall have the right to use, modify, reproduce, release, perform, display, or disclose technical data or computer software within the Government without restriction, and to release or disclose such data outside the Government for United States government purposes. GPR shall expire five (5) years after the expiration of this Agreement, after which the Government shall have Unlimited Rights.

• Limited / Restricted Rights: The Participant retains all rights in technical data or computer software developed exclusively at private expense. The Government's rights to use such data are limited to operation, maintenance, and emergency repair of the Prototype System.

2. DATA RIGHTS ASSERTION TABLE

The Participant must list all technical data or computer software that it asserts should be delivered with restrictive markings:

Technical Data / Software Title

Asserting Entity

Basis for Assertion Asserted Rights Category

Name of Subcontractor

Structural Joint Seal

Design (Example) Elements Ltd Proprietary Patent prior to OTA Limited Rights N/A

ATTACHMENT F: PATENT RIGHTS PROVISIONS

1. ALLOCATION OF RIGHTS

• Participant Title: The Participant shall retain entire right, title, and interest throughout the world to each Subject Invention (any invention conceived or first actually reduced to practice under this

Agreement), subject to the provisions of this Article.

• Government License: With respect to any Subject Invention, the Government shall have a nonexclusive, nontransferable, irrevocable, paid-up, worldwide license to practice or have practiced for or on behalf of the United States the Subject Invention.

2. INVENTION DISCLOSURE AND REPORTING

8. Written Disclosure: The Participant shall disclose each Subject Invention to the Agreements Officer within two (2) months after the inventor discloses it in writing to Participant personnel.

9. Election to Retain Title: The Participant shall elect in writing whether or not to retain title to any such invention by notifying the Government within eight (8) months of disclosure.

10. Filing of Patent Application: The Participant shall file its initial patent application on an elected

Subject Invention within one (1) year after election.

3. DISCLOSURE FORM (TEMPLATE)

Invention Title: __________________________________________________

Inventor Name(s): _______________________________________________

Date of Conception: ______________________________________________

Date of First Reduction to Practice: _______________________________

Detailed Description: [Attach technical summary, schematics, and drawings]

ATTACHMENT G: INSURANCE REQUIREMENTS

1. REQUIRED COVERAGE LIMITS

The Participant shall, at its own expense, procure and maintain the following insurance policies with insurers authorized to do business in the State of Hawaii and acceptable to the Agreements Officer:

11. Workers' Compensation and Employer's Liability:

• Coverage: Statutory Hawaii State requirements.

• Employer's Liability: Minimum of $1,000,000 per accident.

12. Commercial General Liability (CGL):

• Coverage: Broad form comprehensive general liability including bodily injury, property damage, and contractual liability.

• Limits: $2,000,000 per occurrence / $4,000,000 general aggregate.

13. Automobile Liability:

• Coverage: Owned, non-owned, and hired vehicles.

• Limits: $1,000,000 combined single limit.

14. Builder's Risk Insurance:

• Coverage: All-risk policy covering the physical structure, materials, and equipment at the JBPHH site during construction.

• Limits: Not less than the full completed value of the construction phase of the project.

2. CERTIFICATE OF INSURANCE SUBMISSION

The Participant shall submit Certificates of Insurance to the Agreements Officer within thirty (30) business days after execution of this Agreement and prior to commencing any physical site work. The

United States Air Force shall be named as an "Additional Insured" on all liability policies.

Submit to:

Brock T. Moon, Agreements Officer

Email: Brock.moon@us.af.mil

AFICC/771st Enterprise Sourcing Squadron

Wright-Patterson AFB, OH