Attachment 2 Bailment agreement model template for TSA as Bailee.pdf

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BAILMENT AGREEMENT

Bailment Agreement Number: TBD

For

XXX Equipment

Between

Transportation Security Administration

And

(BAILOR NAME AND ADDDRESS)

NO FUNDS SHALL BE OBLIGATED TO THIS DOCUMENT

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ARTICLE I – PARTIES

This bailment agreement is entered into by and between (BAILOR’S BUSINESS NAME)., hereinafter called “Bailor,” and the Transportation Security Administration (TSA), hereinafter called “Bailee,” or “TSA” represented by the TSA Contracting Officer (CO) executing this bailment agreement (Agreement). This Agreement is not intended to be, nor shall it be construed as creation of a partnership, corporation, or other business entity between the parties.

ARTICLE II – BAILED PROPERTY

The Bailor hereby delivers to Bailee upon the terms and conditions hereinafter set forth the following equipment, associated supplies, and user manuals, as applicable, hereinafter called the “Bailed Property.”

During the term of the bailment, Bailee shall not sell, mortgage, encumber, or otherwise subject the Bailed Property to any legal process without Bailor’s consent. The Bailor grants to the Bailee a non-sublicensable, non-exclusive, limited license to use the Bailed Property, including any software and documentation provided in conjunction with the Bailed Property, during the term of the Agreement. This license includes the right to make archival and backup copies of the software in support of Bailee’s use of the Bailed Property.

Description of Bailed Property:

The Bailor shall provide (DESCRIPTION OF BAILED PROPERTY) subject to the terms and conditions hereof. The Bailed Property will be located at (TBD).

ARTICLE III- PURPOSE, SCOPE AND BACKGROUND

Background. TSA is charged with the mission of protecting the Nation's transportation systems to ensure freedom of movement for people and commerce. Under RFP 70T04021R7573N004 TSA’s Requirements and Capabilities Analysis (RCA), Requirements Human Performance and Engineering Division (RHPED) intends to develop Alarm resolution (AR) capability for accessible property for checkpoint operations.

ARTICLE IV- DURATION OF AGREEMENT

The terms of this Bailment Agreement shall be effective upon the date of the delivery of Bailed Property to (TBD). This Agreement shall continue in full force and effect for a period not to exceed 3 years 6 months. The bailment maybe terminated earlier as set forth in Article V, Termination. The Parties may mutually agree to extend the duration of the bailment period. Such extension shall be renegotiated between the Bailor and the Bailee in accordance with Article X, Changes and/or Modifications.

ARTICLE V- TERMINATION

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This agreement may be terminated by mutual agreement of the parties by providing thirty (30) days advance written notice. TSA may terminate this agreement upon thirty (30) days advance written notice to Bailor if the TSA determines in good faith and on a non-discriminatory basis that the Bailed Property no longer meets applicable TSA requirements.

ARTICLE VI- RESPONSIBILITIES AND APPLICABLE DOCUMENTS

The Bailor shall provide the Bailed Property, as stated under Article II, at no charge to the Government as provided herein for the duration specified in Article IV.

Installation. Shipping and installation will be the responsibility of Bailor. The parties agree that the Bailed Property is to be installed and located at the locations specified in Article IV above for the duration of this Agreement. During initial installment and until such time as Bailee begins operation of the Bailed Property in actual use with passengers, the Bailor shall use reasonable efforts to cause the manufacturer of the Bailed Property to provide expert personnel as reasonably needed to assist the Bailee’s employees and support personnel in understanding uses and operation of the system.

ARTICLE VII - LIMITATIONS ON LIABILITY

At all times during the effectivity of this Agreement, Bailee will have sole control, use and operation of the Bailed Property. Bailor shall have neither responsibility for operation nor access to the Bailed Property. It is understood and acknowledged that any sustainment and maintenance performed during the period as stated above in Article IV shall be performed exclusively by the manufacturer of the Bailed Property or another party approved by the manufacturer and the Bailee.

The Bailee shall have no liability for any damages whatsoever to the bailed property, without regard to cause of such damage.

In no event shall either party be liable to each other party for any damages for personal injury, property damage or for any incidental or consequential damages due to the use, possession or operation of the Bailed Property, whether alleged to be due in whole or part to such party’s negligence or fault. The express obligation stated under Article IX, Bailed property “as is”, below is in lieu of all liabilities or obligations of Bailor for any and all damages arising out of or in connection with this Agreement or the use, possession or performance of Bailed Property.

ARTICLE VIII-USE OF BAILED PROPERTY

Bailee shall use the Bailed Property solely for the purposes as specified under this agreement, unless otherwise authorized by the Bailor by an executed modification to this Agreement.

ARTICLE IX-BAILED PROPERTY “AS IS”

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Bailor shall supply the Bailed Property “as is” without any warranty either expressed or implied (except for warranties that may be provided directly by the manufacturer or provider of such goods or services to the extent the same are assignable to the Bailee). There are no understandings, representations, or warranties of any kind or nature other than those set out in this Bailment Agreement, whether express or implied, arising by statute or otherwise, made or assumed by Bailor in connection with this Bailment Agreement or the use of Bailed Property by the Bailee.

ARTICLE X-CHANGES AND/OR MODIFICATIONS

Changes and/or modifications to this Agreement shall be in writing and signed by the authorized representatives of the parties to this Agreement. No oral statement by any person shall be interpreted as modifying or otherwise affecting the terms of the Agreement. The Contracting Officer is the only individual authorized to enter into, or modify, this agreement on behalf of the

TSA.

ARTICLE XI-PROTECTION OF INFORMATION.

The parties agree that they shall take all appropriate measures to protect proprietary, privileged, Sensitive Security Information (SSI), or otherwise confidential information (which shall be marked or otherwise identified as proprietary, privileged, confidential, or SSI) that may come into their possession as a result of this Agreement. Notwithstanding any requirement in the prior sentence to identify information as proprietary, privileged or confidential, Bailed Property operating instructions and technical manuals shall be considered Confidential Bailor information and the property of Bailor (until transfer of ownership to TSA) and shall be subject to the terms of this paragraph XI .

ARTICLE XII - PUBLICITY AND DISSEMINATION OF INFORMATION

The Bailor shall not publish, permit to be published, or distribute for public consumption, any information, oral or written, concerning the results or conclusions made pursuant to the performance of this bailment agreement without the prior written consent of the Contracting Officer. The Bailor shall submit any request for public release at least ten (10) business days in advance of the planned release. Under no circumstances shall the Bailor release any requested submittal prior to TSA approval.

Any material proposed to be published or distributed shall be submitted via email to the Contracting Officer. The Contracting Officer will follow the procedures in TSA Management Directives 1700.3 and 1700.4 as well as internal C&P procedures. The TSA Administrator retains the authority to deny publication authorization. Any conditions on the approval for release will be clearly described. Notice of disapproval will be accompanied by an explanation of the basis or bases for disapproval.

ARTICLE XIII- FUNDING AND PAYMENT

No funds are required to be obligated under the terms of this Agreement. Each party shall bear the cost of its own performance under the Agreement.

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ARTICLE XIV-DISPUTES

Disputes will first be resolved by informal discussion between the parties. In the event the parties are unable to resolve any disagreement through good faith negotiations, the dispute will be resolved by the TSA Contracting Officer. The decision may be appealed by submission to the TSA Administrator, or his/her designee, whose decision is not subject to further administrative review. Appellant has five (5) business days to submit an appeal to the TSA Administrator.

ARTICLE XV-POINTS OF CONTACT

FOR BAILOR:

FOR BAILEE: TBD

ARTICLE XVI – CONSTRUCTION OF THE AGREEMENT

This Agreement is authorized by 49 U.S.C. §106 (I) and 114 (m), Homeland Security Act of 2002, and Pub.L.107-296, § 102, and is not a procurement contract, grant or cooperative agreement. Nothing in this Agreement shall be construed as incorporating by reference or implication any provision of the Federal Acquisition Regulation.

Each party acknowledges that all parties hereto participated equally in the negotiation and drafting of this Agreement and any amendments thereto, and that, accordingly, this Agreement shall not be construed more stringently against one party than against the other. Moreover, each party acknowledges that there are no exceptions taken or reserved and that this Agreement represents the complete meeting of the minds of the parties not withstanding any contemporaneous writing, correspondence, or conversation to the contrary.

ARTICLE XVII – SURVIVAL OF PROVISIONS

The following provisions of this Agreement shall survive termination of this Agreement:

Articles entitled “Construction of Agreement”, “Protection of Information”, “Disputes”, and “Survival of Provisions.”

Article XVIII – APPLICABLE LAW

This agreement shall be governed by applicable federal law.

IN WITNESS WHEREOF, the Parties have entered into this Agreement by their duly authorized officers on the dates specified below.

BAILOR

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____________________________ Date:______________

BAILEE

___________________________ Date: _____________ Contracting Officer Transportation Security Administration