DRAFT_HSHQDC-17-R-000xx_RPM_RP_RFP-2016-10-07_Atch10_Bailment_Agreement.pdf

ATTACHMENT 10

Bailment Agreement

HSHQDN-17-R-000XX

U.S. Department of Homeland Security Domestic Nuclear Detection Office 245 Murray Lane, SW Mail Stop 0550 Washington, DC 20528

Company Name Street Address ATTN: Company POC City, State, Zip Code

Re: RPM Replacement Program - BAILMENT AGREEMENT

In accordance with the U.S. Department of Homeland Security (“DHS”), Domestic Nuclear Detection Office (“DNDO” or “Bailee”), Radiation Portal Monitor Replace Program (“RPMRP”) Solicitation HSHQDN-17-R-000XX (“Solicitation”), [insert Company Name] (hereafter referred to as “Bailor” or “Offeror”) voluntarily enters into this Bailment Agreement (“Agreement”) to provide DNDO with two (2) complete Radiation Portal Monitor Systems and any necessary ancillary equipment (hereafter referred to as “RPM System”), in support of the Government’s technical evaluation. This Bailment is for the mutual benefit of the Bailor and Bailee (collectively “the Parties”).

PURPOSE

The purpose of this Bailment Agreement is to make available two (2) functioning RPM Systems from the Bailor for technical evaluation by the Bailee in order to award a contract or contracts under the Solicitation.

EFFECTIVE DATE

The effective date of this Agreement is the date that both parties have signed below. This Agreement shall be in full force and effect until [insert date] or until the bailed property is returned to the Bailor, or purchased by the Bailee, whichever is later.

BAILED PROPERTY AND USE

The following items are included in this agreement:

1. Two (2) Radiation Portal Monitors

2. Operation Manual

3. Installation Software Media

Bailor will provide the required items at two separate locations as set out below, no later than [date]. Failure to meet this delivery date may preclude the Offeror’s RPM System from being considered for award.

Bailor will provide the RPM Systems for the duration of the RPMRP Technical Evaluation, that is planned to conclude on or about [insert date]. Key planning dates are as follows:

Delivery [date] Arrival of Contractor for setup [date] Data Collection or other test [dates] Projected return [date]

Actual dates may vary, and the above dates are for general planning purposes.

Bailor authorizes DHS DNDO and its representatives to use their RPM Systems in two types of testing scenarios, a Performance Test and an Environmental Test. The unit subjected to Environmental Testing may require refurbishment after the test. DNDO assumes no responsibility for refurbishment costs.

CONDITION OF PROPERTY

The property shall be furnished by the Bailor to the Bailee in fully functioning condition.

The property will be returned to the Bailor from the Bailee in “as is” condition after the conclusion of testing. The Bailee will assume a reasonable standard of care consistent with a bailment for the mutual benefit of the Parties, but shall not be liable for ordinary wear and tear that occurs from testing or shipment.

DELIVERY, INSPECTION, AND RETURN OF BAILED PROPERTY

The RPMs shall be shipped to the following locations:

1.

2.

DNDO will be responsible for shipping costs both for delivery and return. Contact [_____name of______________] to make shipping arrangements.

COST OF BAILMENT

It is agreed to by the Parties that the Bailed Property shall be provided under this Agreement at no cost to the Bailee or to any employees, officers, or instrumentalities of the United States of America.

DAMAGE TO OR LOSS OF BAILED PROPERTY

Bailee shall be liable for the loss of or damage to the Bailed Property while in the possession of the Bailee solely to the extent provided in accordance with the Federal Tort Claims Act (FTCA) under a standard of care applicable to a bailment for the mutual benefit of the bailor and bailee. Bailee shall not be responsible for wear and tear to the Bailed Property that is occasioned by normal and ordinary usage or testing. In the event of complete loss or irreparable damage to the bailed property due to gross negligence, Bailee’s maximum liability shall not exceed the Fair Market Value of the Bailed Property.

ANCILLIARY SUPPORT

Bailor will provide on-call technical support to the DNDO RPM RP Evaluation Team.

Bailor will set up, configure and calibrate their RPM System at both locations at the beginning of the Characterization Test and Environmental Test, respectively. Bailor will verify that RPM System is fully operational.

If there is a system failure during the testing, if feasible, Bailor will be given an opportunity to repair the system on a non-interference basis. Bailor understands that repair or replacement may not be feasible when applicable factors are considered (shipping, timing, logistics, etc.), and therefore, the decision to allow or disallow a repair/replacement rests solely with DHS DNDO. The Bailor will be responsible for all costs for repair and/or replacement of a system during testing.

PUBLICITY

Bailor will not use the name of DHS DNDO or any other government agency on any advertisement, product or service which is directly or indirectly related to the Technical Evaluation associated with this Bailment Agreement. By accepting this Bailment Agreement, the Bailor understands that DHS DNDO does not directly or indirectly endorse any product or service provided, or to be provided, by the Offeror, its successors, assignees, or licensees. The Bailor will not in any way imply that this Bailment Agreement is an endorsement of any such product or service. The Bailor will not express or imply that its participation in this program resulted in any type of “pass/fail” or “approval” or “certification” or other such imprimatur on the part of the Government or any other program participants.

PROCUREMENT INTEGRITY

The Parties agree that until notified otherwise by the Contracting Officer all data generated as a result of the Performance and Environmental Testing will be considered Procurement Sensitive.

CHOICE OF LAW

The construction, validity, performance, and effect of this Bailment Agreement for all purposes will be governed by the laws of the United States of America.

By signature below, the Offeror agrees to the terms and conditions contained herein.

Offeror/Bailor Representative Date Title Organization

By signature below, DHS DNDO agrees to the terms and conditions contained herein.

Ms. Tisha Blue Date Contracting Officer U.S. Department of Homeland Security Office of Procurement Operations

Appendix A: Shipping Requirements

Offeror will coordinate and ship their RPM System and materials items to:

Address1:

Address2:

Hazardous materials (i.e., He-3, batteries, etc.) must be identified and marked on the outside of the shipment.

Shipments with any amount of radioactive material require notification fifteen (15) days prior to shipping. The POCs identified below will need the following information:

Nuclide.

Activity.

Whether the source(s) is a sealed source.

Form (solid, liquid, gas).

Physical description (Note: If the source is imbedded in the System, then a statement to that effect will suffice).

POCs:

DHS DNDO: TBD

______ Test Site: TBD