Attachment_J.6_-_Bailment_Agreement.pdf

BAILMENT AGREEMENT

FOR

Boarding Pass Scanner (BPS)

BETWEEN

Transportation Security Administration (TSA)

AND

Solicitation HSTS04-14-R-CT2043

HSTS04-14-H-STD155

ARTICLE I - PARTIES

This bailment agreement entered by and between ____________________, hereinafter called “Bailor,” and the Transportation Security Administration (TSA), hereinafter referred to as the “Bailee.” TSA is represented by the TSA Contracting Officer (CO) executing this 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 - PURPOSE, SCOPE AND BACKGROUND

A. Background

The Transportation Security Administration (TSA) is charged with the mission of protecting the nation’s transportation systems to ensure freedom of movement for people and commerce. The mission of TSA’s Office of Security Capabilities (OSC) is to develop and implement the best procedures and technologies that deter, prevent, and/or render ineffective any attempt to sabotage commerce and transportation.

The focus of Risk Based Screening (RBS) is screening the traveling public in a manner suited for an individual’s risk level. In order to accomplish this, a passenger’s vetting status, supplied by Secure Flight, must be retrieved in order to determine the appropriate level of screening. The Boarding Pass Scanner (BPS) units will be used to retrieve this information along with other relevant passenger information that is on the boarding pass.

The Transportation Security Administration is sponsoring the testing of the system and the TSA Systems Integration Facility (TSIF) is conducting a Technical Evaluation of the system provided by the Bailor.

B. Scope

The purpose of the Technical Evaluation is to provide TSA with an analysis of the Bailor’s system, and assess how the system performs when subjected to lab testing against the requirements in the BPS Functional Requirements Document (FRD) version

2.0 dated July 27, 2014.

The results provided by TSIF will inform the TSA evaluation of proposals received in reponse to solicitation HSTS04-14-R-CT2043.

ARTICLE III - FURNISHED 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:”

The Bailor shall provide one (1) Boarding Pass Scanner unit, to include two (2) batteries, one (1) battery charger, one (1) stanchion mounting bracket, and all required equipment/materials for operation, to the TSA Systems Integration Facility (TSIF) for testing at the following address:

TSA Systems Integration Facility Ronald Reagan Washington National Airport (DCA) 1 West Post Office Road Washington, D.C. 20528 Attn: Michael McGrath

Bailor will complete a TSA Form 251 (Attachment J.3 to the Request for Proposal) and provide it with this Bailment Agreement.

Bailor retains title to the Bailed Property. Bailee shall not sell, mortgage, encumber, or otherwise subject the Bailed Property to any legal process without Bailor’s consent.

Bailor grants to 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.

ARTICLE IV- DURATION OF AGREEMENT

The terms of this Bailment Agreement shall be effective upon execution hereof and it shall continue in full force and effect until completion of testing unless terminated earlier as set forth in Article V, Termination. The following milestones apply:

The testing is scheduled to begin upon delivery of the system to the test location, and shall last for a period of no longer than six (6) weeks.

Neither Party shall be liable for delays or defaults due to causes beyond their control and without their fault or negligence.

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

This agreement may be terminated by mutual agreement of the Bailor and Bailee by providing 15 days written notice.

ARTICLE VI - RESPONSIBILITIES AND APPLICABLE DOCUMENTS

RESPONSIBILITIES AND LOCATION OF TESTING

During the testing, the Bailor shall provide the BPS unit, as stated under Article III, Furnished Property, at no charge to the government for test and evaluation purposes.

The Bailor shall support, operate, and maintain the system throughout the entire period the bailment agreement is in place at the request of the Government. Any support associated with this evaluation will be handled by a bilateral agreement, and is applicable only for the duration of the bailment agreement specified in Article IV.

Sustainment, Maintenance, and Technical Advice and Assistance The Bailor shall provide maintenance for the system during the entire period the system is installed at the TSIF and DCA. Sustainment and maintenance shall include all support needed to keep the system fully functional during the entire bailment agreement period, including all parts and labor (i.e. corrective/preventive maintenance). At the request of the Government, the Bailor shall provide expert personnel as needed to assist the Bailee’s employees in understanding the uses and operation of the system, provide recommendations on optimum uses and potential innovations, provide training/training materials, and assist in determining causality of test incidents or occurrences.

Applicable Documents Attachment J.3 – TSA Form 251, Vendor Shipping and Receiving Report

ARTICLE VII - LIMITATIONS ON LIABILITY

The Bailee, not Bailor, will control the use and/or operation of the Bailed Property. Bailor shall have no responsibility for operation of the Bailed Property.

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO EACH OTHER OR TO ANY

THIRD 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 LOANED

HEREUNDER, 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 evaluation as specified under this agreement, unless otherwise authorized by the Bailor by an executed modification to this Agreement.

ARTICLE IX-BAILED PROPERTY “AS IS”

Bailor shall supply the Bailed Property “as is” without any warranty either expressed or implied.

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 and the Contracting Officer’s Representative are the only individuals authorized to discuss the details of this agreement on behalf of the Bailee. 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 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.

A. Dissemination of Contractor 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 Agreement, without the prior written consent of the Contracting Officer. This statement includes seminars, professional society meeting/conferences and meetings with foreign dignitaries both government and from the private sector. Two copies of any material proposed to be published or distributed shall be submitted to the Contracting Officer. The following schedule is established as a guideline when requesting consent (calendar days):

Written information - 15 days Oral information - 15 days Congressional information - 10 days

For any proposals for prospective work, the Bailor may not employ information generated in the performance of this Agreement to petition Government or business activities.

B. Release of Information Work performed under this Agreement may involve access to information, including specification, cost estimates and other sensitive data. Consequently, the Bailor (including individual employees, contractors, suppliers and agents thereof) shall not release or communicate, except as required by law or regulations, such information, including any news release, public announcement, or advertising material concerned with this Agreement, whether orally or in writing, to any person except:

(a) TSA personnel with a “need to know” who have signed a non-disclosure form;

(b) Employees of the Bailor with a “need to know”, who have signed a non-disclosure form, or

(c) Such other person as may be designated in writing by the Contracting Officer and who have signed a non-disclosure form.

Further, no documents, reports, information, etc. related to work under this Agreement, may be released to the public or provided to any party other than the TSA without review and written approval of the TSA.

ARTICLE XII - FUNDING AND PAYMENT

No funds are required to be obligated under the terms of this Agreement. All parties shall bear the cost of their own performance under the Agreement.

ARTICLE XIII - DISPUTES

Disputes will 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 is final unless an appeal is submitted to the TSA Assistant Secretary, or his/her designee, whose decision is not subject to further administrative review, and to the extent permitted by law, is final and binding. Appellant has five (5) business days to submit an appeal to the TSA Assistant Secretary.

ARTICLE XIV - SAFETY

The Bailor shall notify the Contracting Officer of any applicable safety certifications that the system does not meet, and provide sufficient data and information to facilitate consideration of a formal OSC waiver of the requirement for the purposes of conducting the test.

ARTICLE XV - POINTS OF CONTACT

FOR BAILEE: Mr. Steven Santos Contracting Officer (CO) Transportation Security Administration Phone: 571-227-4661 Email: Steven.Santos@tsa.dhs.gov

Mr. Jason Richards Contract Specialist (CS) Transportation Security Administration Phone: 571-227- 1263 Email: Jason.Richards@tsa.dhs.gov

Mr. Eric Bush Contracting Officer’s Representative (COR) Transportation Security Administration Phone: 571-227-5283 Email: Eric.Bush1@tsa.dhs.gov mailto:Steven.Santos@tsa.dhs.gov mailto:Jason.Richards@tsa.dhs.gov mailto:Eric.Bush1@tsa.dhs.gov

FOR BAILOR: Name: ___________________________

Company: ________________________ Phone: __________________________ Email: ___________________________

ARTICLE XVI – CONSTRUCTION OF THE AGREEMENT

This Agreement is an "other transaction" as 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 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 “Limitations on Liability”, “Protection of Information”, “Disputes”, and “Survival of Provisions.”

ARTICLE XVIII - APPLICABLE LAW

This matter 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.

____________________________ Date: _____________

____________________________ Date: _____________