FINAL_HSHQDN-17-R-0002_RPM_RP_RFP-Atch_10-Bailment_Agreement-2017-01-19.docx

ATTACHMENT 10

Bailment Agreement

HSHQDN-17-R-0002

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

Subject: RPM Replacement Program - BAILMENT AGREEMENT #1

CHARACTERIZATION TESTING

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 one (1) complete Radiation Portal Monitor Systems and any necessary ancillary equipment (hereafter referred to as “RPM System”), in support of the Government’s Characterization Testing (CT) 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 one (1) functioning RPM System from the Bailor for technical test and evaluation by the Bailee for use in the award of a contract or contracts under the referenced Solicitation. This Agreement does not obligate the Bailee to perform technical test and evaluation, and no commitment or promise to make an award(s) is stated or implied.

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; recommend June 30, 2018] or until the bailed property is returned to the Bailor or purchased by the Bailee.

BAILED PROPERTY AND USE

The following items are included in this agreement:

1. One (1) Radiation Portal Monitor (complete system)

2. Operation Manual

3. Installation Software Media

Bailor will provide the required items at the location set out below, no later than May 30, 2017. 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 RPM RP Technical Evaluation, which is planned to conclude in March 2018. Tentative key planning dates are as follows:

Delivery: [insert date; no later than May 30, 2017] Arrival of Contractor for setup: [insert desired date following system delivery; recommend no later than May 30, 2017; actual date will be coordinated with Government after Downselect-1] Data Collection or other test: June 19, 2017 – September 26, 2017 Projected return: [insert date; anticipated no later than February 28, 2018]

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

Bailor authorizes DHS DNDO and its representatives to use its RPM Systems in the following type of Test Event: Characterization Test.

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 location:

Characterization Testing

DTRA

ATTN: Bill D. Martinez 8700 East Ordnance Rd Kirtland AFB, NM 87117-5669

Bailor will be responsible for shipping costs for delivery to the designated test site; DNDO will be responsible for shipping costs for return. Contact the following individuals to make shipping arrangements:

Glenn James glenn.james@associates.hq.dhs.gov 202-254-7533 202-701-0542 (cell phone)

Don Ricketts donald.ricketts@associates.hq.dhs.gov 202-254-7148 702-682-1758 (cell phone)

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. This support may be telephonic or via email. The Contracting Officer for the referenced solicitation will be copied on all email correspondence.

Bailor will set up, configure and calibrate their RPM System within a total period of three (3) days at the test site at the beginning of the Characterization Test. The anticipated timeline for these activities are: 2-days to setup and 1-day to train. Bailor will verify that RPM System is fully operational in accordance with the Check-Out procedures at the test location.

Bailor will train DNDO personnel and representatives to operate the system and certify that personnel are trained.

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.

Bailor [approves / disapproves] the release of photographs of [insert description of equipment] taken during media events at Kirtland AFB, NM. Any photographs taken without approval for release will be maintained by government personnel to preclude unauthorized release.

PROCUREMENT INTEGRITY

The Parties agree that until notified otherwise by the Contracting Officer all data generated as a result of the Characterization Testing will be considered Procurement Sensitive under the Procurement Integrity Act (Act), and by this Agreement, the Bailor acknowledges that it is subject to the Act including, but not limited to, when on-site at the test locations.

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 and in Appendix A, attached.

Title Organization

By signature below, DHS DNDO agrees to the terms and conditions contained herein and in Appendix A, attached.

Contracting Officer U.S. Department of Homeland Security Office of Procurement Operations

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

Subject: RPM Replacement Program - BAILMENT AGREEMENT #2

ENVIRONMENTAL TESTING

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 one (1) complete Radiation Portal Monitor Systems and any necessary ancillary equipment (hereafter referred to as “RPM System”), in support of the Government’s Environmental Testing (ET) 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 one (1) functioning RPM System from the Bailor for technical test and evaluation by the Bailee for use in the award of a contract or contracts under the referenced Solicitation. This Agreement does not obligate the Bailee to perform technical test and evaluation, and no commitment or promise to make an award(s) is stated or implied.

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; recommend June 30, 2018] or until the bailed property is returned to the Bailor or purchased by the Bailee.

BAILED PROPERTY AND USE

The following items are included in this agreement:

1. One (1) Radiation Portal Monitor (complete system)

2. Operation Manual

3. Installation Software Media

4. One complete set of gaskets used in system enclosures, for destructive testing

Bailor will provide the required items at the location set out below, no later than May 30, 2017. 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 RPM RP Technical Evaluation, which is planned to conclude in March 2018. Tentative key planning dates are as follows:

Delivery: [insert date; no later than May 30, 2017] Arrival of Contractor for setup: [insert desired date following system delivery; recommend no later than May 30, 2017; actual date will be coordinated with Government after Downselect-1] Data Collection or other test: June 19, 2017 – September 26, 2017 Projected return: [insert date; anticipated no later than February 28, 2018]

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

Bailor authorizes DHS DNDO and its representatives to use its RPM Systems in the following type of Test Event: Environmental Test. The unit subjected to Environmental Testing may require restoring to like-new condition after the test. DNDO assumes no responsibility for restoration 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, to include disassembly and assembly of devices for movement between test facilities.

DELIVERY, INSPECTION, AND RETURN OF BAILED PROPERTY

The RPMs shall be shipped to the following location:

Environmental Testing

Survivability, Vulnerability & Assessment Directorate (SVAD) ATTN: CSTE-WSV-A, Matt Volkmer 1544 Tech Area White Sands Missile Range, NM 88002-5158

Bailor will be responsible for shipping costs for delivery to the designated test sites; DNDO will be responsible for shipping costs for return. Contact the following individuals to make shipping arrangements:

Glenn James glenn.james@associates.hq.dhs.gov 202-254-7533 202-701-0542 (cell phone)

Don Ricketts donald.ricketts@associates.hq.dhs.gov 202-254-7148 702-682-1758 (cell phone)

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. This support may be telephonic or via email. The Contracting Officer for the referenced solicitation will be copied on all email correspondence.

Bailor will set up, configure and calibrate their RPM System within a total period of five (5) days at the test site at the beginning of the Environmental Test. The anticipated timeline for these activities is: 2-setup, 1-train, and 2-move and setup in test chamber. Bailor will verify that RPM System is fully operational in accordance with the Check-Out procedures at the test location.

Bailor will train DNDO personnel and representatives to operate the system and certify that personnel are trained. Bailor will also train personnel to assemble and disassemble the system to facilitate movement from one location on site to another and also certify that the personnel are trained to perform the tasks.

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.

Bailor [approves / disapproves] the release of photographs of [insert description of equipment] taken during media events at White Sands Missile Range, NM. Any photographs taken without approval for release will be maintained by government personnel to preclude unauthorized release.

PROCUREMENT INTEGRITY

The Parties agree that until notified otherwise by the Contracting Officer all data generated as a result of the Environmental Testing will be considered Procurement Sensitive under the Procurement Integrity Act (Act), and by this Agreement, the Bailor acknowledges that it is subject to the Act including, but not limited to, when on-site at the test locations.

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 and in Appendix A, attached.

Title Organization

By signature below, DHS DNDO agrees to the terms and conditions contained herein and in Appendix A, attached.

Contracting Officer

Office of Procurement Operations

Appendix A: Shipping Requirements

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

Address 1: DTRA ATTN: Bill D. Martinez 8700 East Ordnance Rd Kirtland AFB, NM 87117-5669

Address 2: Survivability, Vulnerability & Assessment Directorate (SVAD) ATTN: CSTE-WSV-A, Matt Volkmer 1544 Tech Area White Sands Missile Range, NM 88002-5158

The following procedures will be used to ship items to each location:

Bailor/shippers must email site POC at least 24-hours before the arrival of the equipment and provide the following information:

• Shipper name (UPS, FedEx, etc.)

• Tracking or PRO number(s)

• Estimated date of arrival

• Number of boxes/containers

• Approximate weight

• Bill of lading

Send Carrier Information needed to access the site.

1. Last name

2. First name

3. Middle name (no initials)

4. Place of birth

5. Date of birth

6. Social Security Number

7. Employer

8. Employer address and phone number

9. Country of citizenship

Hazardous materials (i.e., He-3, batteries, etc.) must be properly 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 POC 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):