CALL FOR LETTERS OF INTEREST Reference 10127/LET/CP/ADE ... · CALL FOR LETTERS OF INTEREST . Reference 10127/LET/CP/ADE . For the Conceptual Design of a Multi-Object Spectroscopic

European Organisation Organisation Européenne Europäische Organisation

for Astronomical pour des Recherches für astronomische

Research in the Astronomiques Forschung in der

Southern Hemisphere dans l´Hémisphère Austral südlichen Hemisphäre

CALL FOR LETTERS OF INTEREST

Reference 10127/LET/CP/ADE

For the Conceptual Design of a Multi-Object Spectroscopic (MOS) instrument/facility

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1 INTRODUCTION AND SCOPE

1.1 SUMMARY

The purpose of this Call is to solicit Letters of Interest (LOI) for the Conceptual Design of a next-generation instrument/facility for conducting public Multi-Object Spectroscopic surveys (hereafter referred to as the MOS Instrument).

The LOIs will be reviewed by ESO and selected consortium(a) will be sent a Call for Proposals by ESO.

Should one or more proposals be considered by ESO of sufficiently high quality and suitability, ESO will ask the corresponding consortium to conduct a Conceptual Design study. In that case, each Conceptual Design study will be financed by ESO with a fixed firm price of 100 k€.

At the end of the Conceptual Design Phase ESO will review the results and may select one MOS Instrument and contract for its construction. ESO anticipates being able to contribute a maximum total of 6M euros towards the capital costs for the instrument, subject to available funding.

1.2 SCIENTIFIC GOALS AND INSTRUMENT REQUIREMENTS

The instrument/facility should provide ESO Member States’ astronomers with the ability to conduct original wide-field spectroscopic science. The precise nature of the science goals and the MOS Instrument required to meet them is deliberately left open. However the following top level requirements shall apply:

• The MOS Instrument shall provide ESO Member States’ astronomers with a world-class multi-object spectroscopic capability, opening up new areas of research otherwise unexplored.

• The MOS Instrument capability must be competitive with existing or planned instruments/facilities around the world.

• The proposed instrument/facility may be for an upgrade of an existing instrument, a new instrument on an existing telescope, or a new instrument on a modified telescope. Note however, that in accordance with ESO Council recommendations, major VLT modifications (eg new top-end) are not permitted.

1.3 PROCEDURE

As a baseline, the conventional ESO procurement model (see Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009”, available on http://www.eso.org/public/industry/cp.html) will apply. In this framework, ESO will contribute towards capital costs, and staff effort supplied by the selected consortium will be compensated

http://www.eso.org/public/industry/cp.html�

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by Guaranteed Time (GTO) on the MOS Instrument. In addition, ESO welcomes a contribution of Consortium funds for capital costs, which will also be compensated by GTO.

Given the flexible nature of this Call for Proposals, funding and data-sharing arrangements may be more complex than the above baseline, so ESO invites each consortium to propose an alternative cost/data-sharing/guaranteed time scheme if necessary, which balances contributions and receipts of the project stakeholders.

2 LETTER OF INTEREST (LOI) All interested consortia must send a Letter of Interest (LOI) to ESO.

The LOI shall be limited in length (maximum 6 sides of A4), be presented in pdf format and shall contain the following:

• Name and contact details of the Principal Investigator (P.I.) • List of institutes likely to participate in the project • Brief description of key science goals of the MOS Instrument • Brief description of expected MOS Instrument specifications • Brief description of instrument design architecture • Estimated ROM cost and schedule • Concept for cost/data sharing, if applicable. (see section 1.3)

ESO understands that a final submitted proposal (see section 3) may differ from the description in the LOI.

The LOI shall be sent per email to the ESO Point of Contact as indicated in section 4, not later than:

1st October 2010, 12:00 CEST Receipt of the LOI will be confirmed by ESO.

3 CALL FOR PROPOSALS

ESO will review the LOIs and discuss them with its Scientific Technical Committee in mid-October. Towards the end of October, the selected list of consortia will be sent the Call for Proposals by ESO. A draft version of this Call is attached for information as an annex to this document (only the final version released will lay down the requirements to which the proposal must answer to).

4 ESO POINT OF CONTACT European Organisation for Astronomical Research in the Southern Hemisphere –ESO- Alain Delorme, Senior Contract Officer Karl-Schwarzschild-Strasse 2 D-85748 Garching bei München Fax: 0049.89.32.00.6456 E-mail: [email protected]

mailto:[email protected]�

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5 QUESTIONS RELATING TO THE CALL FOR LETTER OF INTEREST (CFLOI)

For any questions concerning the CFLOI as well as any request for documentation referred to in this document, the P.I. shall fill in the Query Form, attached as an Annex to this document, and return it by email at the latest by 15 September 2010 to the ESO point of contact in Section 4.

ANNEX 1: :Draft version of the Requirements, General Information, and Instructions for the Preparation of the Proposal related to the Call for Proposal

LIST OF ATTACHMENTS:

ANNEX 2: :Draft version of the Proposal Form

ANNEX 3: :Draft version of the Agreement

ANNEX 4: :Query Form





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ANNEX 1

CALL FOR PROPOSALS No. CFP/ESO/10/PR No/ADE


Requirements, General Information, and Instructions for the Preparation of the Proposal





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1 INTRODUCTION AND SCOPE

1.1 SUMMARY

The purpose of this Call for Proposals is to solicit proposals for the Conceptual Design of a next-generation instrument/facility for conducting public Multi-Object Spectroscopic surveys (hereafter referenced to as the MOS Instrument).

Proposals will be evaluated by ESO. Should one or more proposals be considered of sufficiently high quality and suitability, ESO will ask the corresponding consortium(a) to conduct a Conceptual Design study on the basis of a Statement of Work.

In that case, each Conceptual Design study will be supported by ESO with a fixed firm price of 100 k€.

At the end of the Conceptual Design Phase ESO will review the results and may select one MOS Instrument and contract for its construction.

1.2 SCIENTIFIC GOALS AND INSTRUMENT REQUIREMENTS

The facility should provide ESO member states’ astronomers with the ability to conduct original wide-field spectroscopic science. The precise nature of the science goals and the MOS Instrument required to meet them is deliberately left open. However the following top level requirements shall apply:

• The MOS Instrument shall provide ESO member states’ astronomers with a world-class multi-object spectroscopic capability, opening up new areas of research otherwise unexplored.

• The MOS Instrument capability must be competitive with existing or planned instruments/facilities around the world.

• The proposal may be for an upgrade of an existing instrument, a new instrument on an existing telescope, or a new instrument on a modified telescope. Note however, that in accordance with ESO Council recommendations, major VLT modifications (eg new top-end) are not permitted.

1.3 SUPPORT FROM ESO

ESO anticipates being able to contribute a maximum total of 6M euros towards capital costs for the construction of the MOS Instrument, subject to available funding.





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As a baseline, the conventional ESO procurement model (see section 5) will apply. In this framework, ESO will pay for capital costs within the available budget, and staff effort supplied by the selected consortium will be compensated by Guaranteed Time (GTO) on the MOS Instrument. In addition, ESO welcomes a contribution of Consortium funds for capital costs, which will also be compensated by GTO.

Given the flexible nature of this Call for Proposals, funding and data-sharing arrangements may be more complex than the above baseline, so ESO invites each consortium to propose an alternative cost/data-sharing/guaranteed time scheme if necessary, which balances contributions and receipts of the project stakeholders.

2 SUBMISSION OF COMPLETE PROPOSAL

2.1 CLOSING DATE

The closing date for submission of Proposals in response to this Call for Proposals is

1st March 2011, 12:00 CET The accepted date of dispatch will be as per Courier Consignment.

Note. Proposals mailed after the closing date may be rejected, at ESO’s sole discretion.

2.2 REQUIRED DOCUMENTATION

The Proposal to be submitted shall contain the following documents: Guideline maximum page numbers are shown.

• A correctly filled Proposal Form and its attachments.

• A Scientific and Technical Report (50 pages)

• A Project Management Plan (20 pages)

• Additional information, which may include detailed design, prototyping results, and/or other aspects of the project already developed by the Consortium and/or its members and considered relevant for the evaluation of the proposal, in an annex.

2.3 CONTENT OF THE PROPOSAL FORM AND ITS ATTACHMENTS

3.3.1. Proposal Form





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See Annex tbd.

The Proposal Form shall be signed by the Principal Investigator (P.I.), who shall be responsible and main point of contact for the study.

Under the Proposal and the potential subsequent Agreement, the P.I. shall represent his Institute and shall act in the name and on behalf of all the Consortium members.

Statements of support of the Directors of the Institutes and when applicable of the National Research Agencies shall be attached to the Proposal Form.

2.4 CONTENT OF THE SCIENTIFIC AND TECHNICAL REPORT

The Scientific and Technical Proposal must include the following:

• Scientific case for the MOS Instrument.

• MOS Instrument specifications and conceptual Design.

• Justification of field of view and multiplex, given expected target surface density.

• Estimation of system performance (efficiency, spectral resolution, data format, S/N ratio etc).

• Identification of the components and/or the subsystems which require R&D and/or represent a risk to the project in terms of performance, cost or schedule.

• Comparison with similar facilities in operation or planned, at ESO and worldwide.

2.5 CONTENT OF THE PROJECT MANAGEMENT PLAN

The project management plan shall cover the two project stages and shall contain:

Conceptual Design Stage:

• Functional diagram of the Consortium organization with an explanation of the roles of the different personnel/study teams;

• Design study plan and schedule;

• Any design activities which are requested of ESO;

Final Design, construction and commissioning Stage:

• ROM estimate of MOS Instrument capital costs, by component/subsystem;

• ROM estimate of staff effort required;

• Estimate of any funds which can be contributed by the consortium to the project.





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• Project schedule for the MOS Instrument final design, construction and commissioning phase.

• A cost/data sharing model (see section 1.3)

• A description of the laboratory, assembly and test facilities which are or will become available for, and dedicated to, the MOS Instrument development;

A document containing brief CVs of the P.I. and of the key personnel of the study team with reference to the expertise relevant to the Proposal shall be annexed to the project plan.

3 SUBMISSION OF THE PROPOSAL

Three signed copies of the proposal and a CD containing a PDF version shall be sent by express courier service before the closing date to the ESO point of contact identified in section 6 of this document.

Instructions for packing and dispatch of proposals as per Articles 24 and 25 of the Conditions Governing CFPs and Contracts for VLT Instrumentation shall be strictly followed.

4 SELECTION CRITERIA

The selection of the successful proposal will be made by ESO in consultation with ESO senior committees, on the basis of the following criteria:

• Quality of the science case;

• Feasibility of the MOS Instrument design;

• Competitiveness with other existing or planned facilities worldwide

• Scientific return to ESO member state astronomers;

• Qualifications of the key personnel of the Study

• Technical expertise, past experience and technical facilities that will be dedicated to the project in the Institutes taking part in the Study;

• Level of internal support guaranteed by the Institutes and the National Agencies:

• Affordability for ESO.





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5 CONDITIONS GOVERNING THE CALLS FOR PROPOSALS AND THE STUDY AGREEMENT

Except when specifically modified in this Call for Proposals or in the Agreement which will be prepared for the Study, the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation – Munich, May 2007, in complement to the “General Conditions Governing Invitations to Tender and Tender”s and to the “General Conditions of ESO Contracts - Munich, December 2009” (available on http://www.eso.org/public/industry/cp.html) shall apply.

6 ESO POINT OF CONTACT

European Organisation for Astronomical Research in the Southern Hemisphere –ESO-

Alain Delorme, Senior Contract Officer

Karl-Schwarzschild-Strasse 2

D-85748 Garching bei München

Fax: 0049.89.32.00.6456

E-mail: [email protected]

7 QUESTIONS RELATING TO THE CALL FOR PROPOSALS

For any questions concerning the present Call for Proposals as well as any request for documentation referred to in this document, the P.I. shall fill in the Tenderer’s Query Form", attached as Annex tbd to this Call for Proposals, and return it at the latest by 15 January 2011 to the ESO point of contact in Section 6.

Questions shall, where possible, make specific reference to the appropriate section(s) of the Call for Proposals documents. When answering, ESO will forward the reply(ies) together with the question(s) received to all Consortium representatives who have returned the Letter of Interest (section 2 above).

8 REFERENCES

N.A.





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LIST OF ATTACHMENTS:

ANNEX tbd: :Draft version of the Agreement

ANNEX tbd: Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” Not attached at this Call for LOI stage

ANNEX tbd: General Conditions Governing Invitations to Tender and Tenders, Munich, December 2009 Not attached at this Call for LOI stage

ANNEX tbd: General Conditions of ESO Contracts, Munich, December 2009

ANNEX tbd: Acknowledgement of Receipt Not attached at this Call for LOI stage

ANNEX tbd: Query Form See format attached to the CFLOI

ANNEX tbd: Forms annexed to the Agreement Not attached at this Call for LOI stage:

• Form 1: Request for Provisional Acceptance

• Form 2: Certificate of Provisional Acceptance and

• Form 3:Request for Final Acceptance

• Form 4: Certificate of Final Acceptance

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Proposal Form CFP/ESO/10/PR No/ADE - MOS Instrument

ANNEX 2

Call for Proposals CFP/ESO/10/PR No/ADE


PROPOSAL FORM

(This Proposal Form must be completed accurately and fully without any erasures or omissions and must be signed)

PRINCIPAL INVESTIGATOR : ………………………………………………………………………..

e-mail ……..................................Telephone …………………… Telefax…………..………………

Address: …………………………………………………………………………………………...

……………………………………………………………………………………………………

CONSORTIUM MEMBERS:

Proposer:

Name: …………………………………………………………………………………………..

Address: …………………………………………………………………………………………..

Telephone………………………………..Telefax : …………………………………………………….

Other Consortium members:

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Name: …………………………………………………………………………………………..

Address: …………………………………………………………………………………………..


Name: …………………………………………………………………………………………..

Address: …………………………………………………………………………………………..


…

Notes:

Under this Proposal the Principal Investigator (P.I) shall represent and commit the Consortium members.

Under the subsequent Study Agreement that may be concluded between ESO and the Consortium members, the P.I shall represent, and act in the name and on behalf of, the Consortium members.

Where reference is made hereafter to any of the following documents:

• The Conditions Governing CFPs and Contracts for VLT Instrumentation, which must be understood as the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009”;

• the General Conditions Governing Invitations to Tender and Tenders, Munich, December 2009;

• and the General Conditions of ESO Contracts, Munich, December 2009;

the terms used therein “Bidder” and “Tenderer” must be understood as “”Proposer/Consortium”, the term “Contractor” must be understood as “Consortium members”, and the term “Contract“ must be understood as “Agreement” under the present Call for Proposals.

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1. PROPOSER/CONSORTIUM’S LEGAL STATUS AND ORGANIZATION (cf. Article 12 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

2. ASSOCIATED INSTITUTES (cf. Article 6 of the Conditions Governing CFPs and Contracts for VLT Instrumentation*)

Names and Addresses: Persons responsible:

…………………………………………………… ………………………………………………

…………………………………………………… ………………………………………………

…………………………………………………… ………………………………………………

…………………………………………………… ………………………………………………

3. SUBCONTRACTORS (cf. Article 6 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

The respective Institutes’ authorization to be proposed as subcontractor shall be obtained by the Proposer prior to completion and signature of this Proposal Form.

Institutes/Firms and Address: Subcontracted Parts:

…………………………………………………… ………………………………………………

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…………………………………………………… ………………………………………………

…………………………………………………… ………………………………………………

…………………………………………………… ………………………………………………

4. MANPOWER EFFORT AND COST BREAKDOWN The Proposer/Consortium shall estimate the manpower effort (in Full Time Equivalent – FTE) to be deployed by him and his associates/subcontractors for the performance of the study, as well as the corresponding total costs to be borne by the Proposer/Consortium.

5. DELIVERY SCHEDULE AND TERMS OF PAYMENT

(cf. Articles 4 and 5 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

The milestone plan for completion of the Study and ESO payments is predefined and not subject to revision.

The Proposer/Consortium shall propose the payments associated to each milestone, based on the following principles:

Milestone Due date Payment (% of the

total amount)

Payment Amount in EUR

Milestone 1:Mid-term Review T0 + tbd months ....... %

Milestone 2: Conceptual Design Final - Provisional Acceptance of all study documentation,

T0 + tbd months ....... %

TOTAL FIRM PRICE TO ESO 100 % 100.000,00

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5.7 Price Conditions

The price to ESO is in EURO and understood net, free of taxes and duties. The price is a firm price not subject to revision for the entire Agreement period.

6. COUNTRY/IES OF ORIGIN OF THE SUPPLY - GEOGRAPHICAL DISTRIBUTION FORM (cf. Article 6 and 7 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

The Proposer/Consortium is requested to complete the table below showing the countries in which activities are performed or from which significant purchases are made (amounts and percentages of the SCOPE OF SUPPLY included in the Proposal). The country/ies of origin shall mean the country/ies where study efforts are performed.

Country Name of Institute or proposed Subcontractor(s) Amount in EUR

Percentage of Total Amount of Proposal

ESO MEMBER STATES :

Austria

Belgium

Czech Republic

Denmark

Finland

France

Germany

Italy

Netherlands

Portugal

Spain

Sweden

Switzerland

United Kingdom

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ESO NON-MEMBER STATES :

Chile

Others (please specify)

Total Price of Tender in €: 100.000,00 100%

7. COMPLIANCE WITH AGREEMENT CONDITIONS

(cf. Article 43 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

8. THIRD PARTY COMMITMENTS (if applicable, cf. Article 19 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

9. RESERVATIONS AND RESTRICTIONS

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(if applicable, cf. Article 20 of the Conditions Governing CFPs and Contracts for VLT Instrumentation, and section 10 of the General Information and Instructions for the Preparation of the Proposal, Annex 1)

10. ROYALTIES AND LICENSE FEES (if applicable, cf. Article 18 of the Conditions Governing CFPs and Contracts for VLT Instrumentation)

11. COMMITMENT Having read all documents listed in and annexed to the Call for Proposals and having

assessed the situation and the nature and difficulties of the services, the undersigned hereby

offers the “study at a firm fixed price of € 100.000 for the Conceptual Design of a Multi-Object Spectroscopic (MOS) instrument/facility” in accordance with the provisions of the

present Call for Proposals and, if awarded the Agreement, undertakes to carry out the study

according to first class trade practice, within the prescribed time limits, and at the firm price

for ESO set out in the Proposal Form.

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Done at ………………………………………………………. Date: ………………………………

Signature:

N.B Any correction, deletion or other form of alteration herein must be initialed.

Agreement No. …./ESO/10/…../ADE between MOS Consortium and ESO Page 1/8

ANNEX 3

AGREEMENT

No. …./ESO/10/…./ADE


BETWEEN the European Organisation for Astronomical Research in the Southern Hemisphere, hereafter referred to as ESO, having its Headquarters at Karl-Schwarzschild-Straße 2, D-85748 Garching bei München (Germany), represented by its Director General Prof. Dr. Tim de Zeeuw,

on the one hand,

AND the MOS Consortium members hereafter referred to as the Consortium, represented by the Institute xxx, hereinafter referred to as the INSTITUTE, which acts in the name and on behalf of the MOS Consortium members,

on the other hand,


IT IS AGREED AS FOLLOWS: ARTICLE 1. SCOPE OF THE AGREEMENT ESO entrusts to the Consortium and the Consortium agrees to perform the

Conceptual Design of a Multi-Object Spectroscopic (MOS) instrument/facility (hereafter referenced to as the “MOS Instrument”),

in accordance with the following documents:

1.1 the provisions of the present Agreement;

1.2 the Statement of Work, doc. ref.. tbd Issue tbd, dated tbd (Annex tbd);

1.3 the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” (Annex tbd);

1.4 the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd);

1.5 Other(s) if relevant (tbd).

The members of the Consortium shall be jointly and severally responsible for the performance of the scope of the Agreement.

ARTICLE 2. PRICE

2.1. The total price to be paid by ESO for the performance of the scope of the Agreement specified in Article 1 is

100.000 EUR

(in words: one hundred thousand Euros)

2.2. This price is firm, fixed, free of taxes and customs duties and not subject to revision.


ARTICLE 3. SCHEDULE AND MILESTONE PAYMENT PLAN

3.1 The study extends over a period of tbd months from Kick-Off to Provisional Acceptance of all study documentation.

3.2 ESO shall pay the Consortium the price as specified in Article 2.1 according to the following Payment Plan after successful completion of the corresponding Milestones:

Item Milestone Due date Payment Amount in EUR

3.1.1 Milestone 1: Mid-term Review T0+ tbd months

3.1.2 Milestone 2: Conceptual Design Final Review -Provisional Acceptance of all study documentation

T0 + tbd months

TOTAL FIRM FIXED PRICE 100.000

Where T0 is the Kick-off Meeting date.

3.3 Payments will be made within 30 days net after receipt and acceptance of the invoices from the INSTITUTE following successful completion of the corresponding milestones, in accordance with the project schedule and milestone payment plan specified in Article 3.2

3.4 The INSTITUTE on behalf of the Consortium guarantees that all payments made by ESO under the Agreement shall be solely used for the purpose of the proper fulfillment of the Agreement.

ARTICLE 4. PROVISIONAL ACCEPTANCE Paragraph. 15 of the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd) is amended as follows:

4.1. Provisional Acceptance shall be granted after all deliverables under the Agreement have been reviewed and accepted by ESO and all Agreement requirements fulfilled. To that effect, the INSTITUTE shall submit to ESO a Request for Provisional Acceptance, using the template provided as Annex tbd (Form 1).

4.2. Provisional Acceptance shall take place at ESO’s premises in Garching (Germany).

A Certificate of Provisional Acceptance (see Form 2 provided in Annex tbd) shall be drawn up by ESO and provided to the INSTITUTE.

4.3. All deliverables specified in the Agreement shall become the property of ESO upon the granting of Provisional Acceptance.


ARTICLE 5. FINAL ACCEPTANCE Paragraph. 17.1 of the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd) is amended as follows:

Final Acceptance shall be granted with effect from the expiry of the guarantee period, provided that the Consortium has fulfilled all its obligations for this purpose. To that effect, the INSTITUTE shall submit to ESO a Request for Final Acceptance, using the template provided as Annex tbd (Form 3).

A copy of the Certificate of Final Acceptance, using the template provided as Annex tbd (Form 4), shall be provided to the INSTITUTE.

ARTICLE 6. GUARANTEE Paragraph 40 of the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” (Annex 3) is amended as follows:

The provisions of the General Conditions of ESO Contracts, Munich, December 2009 are applicable and paragraph 16.3 thereof is complemented as follows:

During the guarantee period, any deficiency in any Agreement deliverable shall be corrected free of charge and the respective delivery(ies) shall be replaced, as considered appropriate by ESO.

ARTICLE 7. INTELLECTUAL PROPERTY The provisions of paragraph. 23 of the General Conditions of ESO Contracts, Munich, December 2009 (Annex 4) are applicable without restriction or limitation and are complemented as follows:

7.1. ESO has the irrevocable and unrestricted right, free of any charge, to use the results of the Agreement for any further design and implementation of any ESO instrumentation.

7.2. Notwithstanding the transfer of ownership of the deliverables to ESO, the Consortium members retain the rights of use and exploitation of the scientific, technical and commercial results of the study, including the right to claim patents for inventions or to protect other exclusive rights and to publish scientific results.

ARTICLE 8. LANGUAGE Any communication and correspondence between ESO and the Consortium shall be in the English language.


ARTICLE 9. MANAGEMENT OF THE AGREEMENT, REPRESENTATION AND ADDRESSES FOR CORRESPONDENCE

In accordance with paragraph 7 of the General Conditions of ESO Contracts, Munich, December 2009 (Annex 4), the accredited representatives in charge of the follow-up of the performance of the Agreement are:

9.1. FOR ESO Managerial, Scientific and Technical Matters TBD

European Organisation for Astronomical Research in the Southern Hemisphere, ESO

Karl-Schwarzschild-Strasse 2

D-85748 Garching bei München, Germany

Phone: TBD- Fax: TBD - E-mail: TBD

Contractual Matters Alain Delorme

ESO, as above

Phone: +49.89.32.00.6356 - Fax: +49.89.32.00.6456 - E-mail: [email protected]

9.2. FOR THE CONSORTIUM

Principal Investigator TBD

The Principal Investigator is the accredited representative of the Consortium members for the duration of the Agreement, in accordance with paragraph 31 of the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009”.

As such the Principal Investigator shall act in the name and on behalf of the Consortium members and any document sent by him under the Agreement shall bind all the Consortium members.


ARTICLE 10. DISPUTES In case of disputes arising from the Agreement, the parties agree to enter into negotiations with the aim of reaching an amicable settlement.

Failing such an amicable settlement, the parties shall resort to arbitration in accordance with the provisions of paragraph 33 of the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd).

ARTICLE 11. LIABILITY 11.1. Paragraph 32.4 of the General Conditions of ESO Contracts, Munich, December 2009 is

amended as follows

The Consortium members’ liability for any damage other than those mentioned in paragraph 32.2 of the General Conditions of ESO Contracts, Munich, December 2009, and which arises from the breach of the Agreement shall be limited to the highest of the following:

• the Agreement price, • the insured amount pursuant to the Consortium members’ applicable insurance,

except for liability resulting from gross negligence and wilful misconduct, which shall not be limited.

11.2. In complement to the provisions of paragraph 32.5 of the General Conditions of ESO Contracts, Munich, December 2009 the INSTITUTE shall provide ESO with evidence of the insurance cover mentioned in Article 11.1 within 2 weeks after the Agreement signature.

ARTICLE 12. GUARANTEED OBSERVING TIME The paragraph 36 of the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” is not applicable under the Agreement.

ARTICLE 13. PENALTIES In deviation to the provisions of paragraph 5 of the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” and the General Conditions of ESO Contracts, Munich,


December 2009 and to the provisions of paragraph 29 of the General Conditions of ESO Contracts, Munich, December 2009 no penalties will be applicable under the Agreement.

ARTICLE 14. GENERAL CONDITIONS OF ESO CONTRACTS 14.1. Except when they have been modified under the above Articles:

• the Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009” and the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd) and

• the General Conditions of ESO Contracts, Munich, December 2009 (Annex tbd),

shall apply to the Agreement.

14.2. Where reference is made in the Agreement to any of the documents mentioned in Article 1.1, the terms “Contract” and “Contractor” used therein shall be understood respectively as “Agreement” and “Consortium members” under the present Agreement.

LIST OF ATTACHMENTS: ANNEX tbd: MOS Design Statement of Work, Doc. ref. tbd; Not attached at this Call for LOI

stage

ANNEX tbd: Conditions Governing Calls for Proposals and Contracts for the VLT Instrumentation, Munich, December 2009, in complement to the “General Conditions Governing Invitations to Tender and Tenders” and to the “General Conditions of ESO Contracts, Munich, December 2009”; Not attached at this Call for LOI stage

ANNEX tbd: General Conditions of ESO Contracts, Munich, December 2009, Not attached at this Call for LOI stage

ANNEX tbd: Forms Not attached at this Call for LOI stage:

• Form 1: Request for Provisional Acceptance

• Form 2: Certificate of Provisional Acceptance and

• Form 3:Request for Final Acceptance

• Form 4: Certificate of Final Acceptance

Done in two originals.


Done at Garching, on …………...…………………….

European Organisation for Astronomical Research in the Southern Hemisphere – ESO:

………………………………………………………….…

Prof. Dr. Tim de Zeeuw,

Director General ESO

Done at tbd, on …………...………………………..

for the INSTITUTE, in the name and on behalf of the MOS Consortium members:

……………………………………………………………..

TBD

…………………………………………………………….

TBD, Principal Investigator of the MOS Consortium

ANNEX 4

CALL FOR LETTERS OF INTEREST Ref. 10127/LET/CP/ADE

QUERY FORM

Title: Conceptual Design of a Multi-Object Spectroscopic (MOS) instrument/facility

Please fill in this form as appropriate and return it latest by 15 September 2010 to the following address: Attention: ESO – European Organisation for Astronomical Research in the Southern

Hemisphere c/o Alain Delorme, Contracts & Procurement Karl-Schwarzschild-Strasse 2 D-85748 Garching bei München e-mail: [email protected], Questions shall, where applicable, make specific reference to the appropriate section(s) of the Call for Letters of Interest document and shall be numbered consecutively. Dear Sirs, Having read the above-mentioned Call for Tenders with all attachments, we need clarification/information on the items as per attached list. These questions have been communicated by:

Institute/entity: .............................................................................................................................

Address: .............................................................................................................................

.............................................................................................................................

.............................................................................................................................

Responsible person: ..................................................................................................................

Telephone: .............................. Telefax: ........................................ e-mail: ……………………

Date: ..................................... Signature: ...............................................................................

Documents

CALL FOR LETTERS OF INTEREST Reference 10127/LET/CP/ADE ... · CALL FOR LETTERS OF INTEREST . Reference 10127/LET/CP/ADE . For the Conceptual Design of a Multi-Object Spectroscopic