- Agreement on the implementation of the SST-1M project at the Ondřejov Observatory This agreement is made between: The Henryk Niewodniczatiski Institute of Nuclear Physics, Polish Academy of Sciences (hereinafter designated as the "IFJ PAN"), with its address at Radzikowskiego 152, 31-342 Kraków, Poland, represented by Prof. Dr. hab. Tadeusz Lesiak, Director General, with the participation of Mgr. Iru. Malgorzata Jasiówka — Chief Accountant, and Astronomical Institute of the Czech Academy of Sciences (hereinafter designated as the "AI CAS"), with its address at Fričova 298, 25165 Ondřejov, Czech Republic, represented by Prof. RNDr. Vladimir Karas, DrSc., Director, (hereafter jointly referred to as the "Parties"). PREAMBLE The purpose of this agreement (hereafter referred to as the "Agreement") is the implementation of the joint research project set up through the "Agreement on the SST-1M mini-array operation at the Ondřejov Observatory between the SST-1M Collaboration and the Astronomical Institute of the Czech Academy of Sciences" (hereafter referred to as the "Collaboration Agreement"). The Collaboration Agreement defines the type and amount of infrastructure and the scientific equipment to be delivered by the parties of this agreement to the SST-1M Project (hereafter referred to as the "Project"). The items, services and expenses contributed by IFJ PAN to the Project (hereafter referred to as the "IFJ PAN Contribution List") are listed under point 1) of the Appendix 1 of the Collaboration Agreement. The respective contributions by AI CAS (hereafter referred to as the "AI CAS Contribution List") are listed under point 4) of the Appendix 1 of the Collaboration Agreement. Therefore, in consideration of the common objectives described in the preamble and under provision of article 5.2 of the Collaboration Agreement, the Parties agree as follows. 1 Article 1 — Scope 1.1 The formal cooperation rules among the Parties of this Agreement during the preparation of the infrastructure, installation, commissioning, and operation of the SST-1M telescopes at the Ondřejov Observatory have been established through the Collaboration Agreement. In case of conflicts between this Agreement and the Collaboration Agreement, the latter shall prevail. 1.2 The Agreement is signed as a formal and legally binding statement, subject to the fulfillment of the conditions defined in the Collaboration Agreement. Article 2 —Preparation Phase 2.1 The Infrastructure Preparation 2.1.1 In reference to items No. 1-3 of the AI CAS Contribution List, AI CAS will prepare the infrastructure at the Ondřejov Observatory necessary for the installation of the two SST- 1M telescopes. The preparation of the infrastructure includes the construction of the foundations for telescopes with docking stations, construction of the platforms for control cabinets and elements of the cooling system, construction of fence around telescopes, excavation works and the delivery and laying cabling for the electrical and internet connection of the telescopes, adapting the place for the shipping containers' storage, CCTV, other necessary working activities during the construction and steps to fulfil local regulations and safety rules (hereafter referred to as the "The Infrastructure Preparation"). 2.1.2 The Infrastructure Preparation does not include adaptation of the AI CAS office space or any work that is not compatible with the goals of the Collaboration Agreement. 2.2 The Costs 2.2.1 In reference to item No. 10 of the IFJ PAN Contribution List, IFJ PAN will reimburse AI CAS for the costs of The Infrastructure Preparation under point 2.1.1 up to the limit of 220 000 PLN, including VAT with the Czech rate. If necessary costs exceed this limit, IFJ PAN shall endeavor to raise the limit. 2.2.2 The basis for the reimbursement will be a VAT invoice(s) issued by AI CAS for IFJ PAN. 2.2.3 Prior to incurring any cost for The Infrastructure Preparation, the expenses will be accepted by IFJ PAN and confirmed in a written form, that includes electronic means of communication, e.g., e-mail. 2.2.4 In reference to item No. 11 of the IFJ PAN Contribution List, IFJ PAN will assist with supervising The Infrastructure Preparation from the point of view of the SST-1M specifications and requirements. 2.3 Infrastructure ownership IFJ PAN will be the owner of the completed infrastructure to the extent of the reimbursed costs, if the objects are not owned by a third party (cables, etc.). 2 Article 3 — Installation and Operation Phase 3.1 Delivery of the equipment 3.2 After completing The Preparation Phase, JEJ PAN will deliver the items listed under No. 1, 3-6, and 9 in the JEJ PAN Contribution List (hereafter referred to as the „Objects"). M CAS shall accept the Objects. 3.3 Loan of the Objects 3.3.1 The Objects shall present a loan. JEJ PAN ("hereafter referred to as the Lender") shall lend them to AI CAS ("hereafter referred to as the Borrower") free of charge and to an exclusive use in accordance with the Project. Any other use shall be subject to prior written consent of the Lender. 3.3.2 Each Object will be specified in a delivery protocol stating the type, quantity, value and condition of the Object (hereafter referred to as the "Delivery Protocol") 3.3.3 The period of the loan of individual Objects will be specified in the respective Delivery Protocol(s), but cannot exceed the validity period of this Agreement. 3.3.4 The Parties will make and keep the list of all delivered Objects. 3.3.5 Transportation Logistics 3.3.5.1 At the beginning and at the end of the loan period, the Lender shall make all necessary arrangements for and shall bear the cost of packaging, export/import, transportation, including insurance and delivery of the Objects to the Borrower/back to Lender. 3.3.5.2 Shipment or return of any of the Objects to/from the Borrower will take place together or separately for each of the Objects. The Objects can also be replaced during the time of this Agreement, if necessary. 3.3.5.3 The Parties will in each case agree via e-mail the timing on delivery of the Objects. 3.3.6 Valuation, Liability and Insurance 3.3.6.1 The value of the Object(s) for insurance purposes shall be as specified by the Lender in the respective Delivery Protocol(s) and their value may be changed solely upon the written form of the Parties. 3.3.6.2 The Object(s) are made available to the Borrower by the Lender together with insurance for its full value for the whole period of the loan. 3.3.6.3 The Lender shall hold the Borrower free and harmless from all liability arising from or in connection with the loan of the Objects except for loss or damage resulting from gross negligence or willful misconduct by the Borrower. 3.3.6.4 The Objects shall be solely at the Lender's risk on the premises of the Borrower as well as at any other time they fall under the care and control of the Borrower. 3 3.3.7 Installation and Use 3.3.7.1 The Borrower shall not lend, sell or otherwise convey the Objects to any third party without a prior written consent of the Lender. 3.3.7.2 In reference to item No. 13 of the IFJ PAN Contribution List and items No. 4, 6- 8 and 10 of the AI CAS Contribution List, the installation, commissioning, and service of the Objects during the loan period will be performed by the Lender with support of the Borrower. Any change of the installation and/or service responsibility shall be subject to prior written agreement of the Parties. In reference to item No. 18 of the IFJ PAN Contribution List, telescope disassembly, packaging, and shipment to the Lender will be performed by the Lender. 3.3.7.3 The Borrower shall take necessary emergency remedial action to protect the Objects from damage and/or danger, but no repairs, conservation, restoration or extensive cleaning of the objects shall be carried out by the Borrower or on its behalf without a prior consent of the Lender. 3.3.7.4 The Borrower commits himself to the proper use of the Objects, in accordance with their technical specifications and purpose. 3.3.7.5 The telescopes will be operated by the members of the SST-1M Collaboration, including IFJ PAN and AI CAS personnel, after the training of the operators by the Lender. 3.3.7.6 After termination of the agreement the Borrower shall return the Objects to the Lender in good conditions, taking into account normal wear and tear. 3.4 Costs of Construction Equipment Rental for Installation and Disassembly 3.4.1 In reference to items No. 7 and 18 of the IFJ PAN Contribution List, IFJ PAN will reimburse AI CAS for the costs incurred for the services (construction equipment rental) needed for telescopes assembly and disassembly. 3.4.2 The reimbursement limit for the first telescope assembly in 2020 is 16000 PLN. Funds not used in 2020 may be transferred to the next year. The reimbursement limit for the second telescope assembly in 2021 is 16000 PLN. The reimbursement limit for the both telescopes disassembly in 2022 25000 PLN. All cost limits include VAT with the Czech rate. 3.4.3 The basis for the reimbursement will be VAT invoice(s) issued by AI CAS for IFJ PAN. 3.4.4 The VAT invoice(s) need to be issued by the end of the calendar month the service cost has been incurred, with the exception of the telescopes disassembly cost, for which the invoice should be issued by June, 30, 2022, unless the duration of the Agreement changes. 4 3.5 Operation Costs 3.5.1 In reference to item No. 17 of the IFJ PAN Contribution List, IFJ PAN will reimburse M CAS for the costs incurred for the electric power consumption resulting from the operation of the SST-1M telescopes in years 2021-2022. 3.5.2 The reimbursement limit for year 2021 is 16500 PLN and the limit for year 2022 is 11000 PLN. All cost limits include VAT with the Czech rate. 3.5.3 The basis for the reimbursement will be VAT invoices issued by M CAS for IFJ PAN. 3.5.4 The VAT invoice for year 2021 will be issued by December 31, 2021. The VAT invoice for year 2022 will be issued by June 30, 2022. Article 4 —Responsible Persons 4.1 The person responsible for the realization of this Agreement and the contact person from the IFJ PAN side is Prof. Jacek Niemiec. 4.2 The person responsible for the realization of the Agreement and the contact person from the AI CAS side is Prof. Vladimir Karas. 4.3 The Parties can designate another person for contact at any time. Such a change does not constitute a change of this Agreement. Article 5 — Future Arrangements 5.1 After the period of this Agreement LEJ PAN will transfer, according to the Polish law, the built-in items of infrastructure for which the cost was reimbursed to AI CAS, in particular foundations and platforms, excavated cable trays with cabling, to the ownership of AI CAS free of charge. 5.2 The Parties may also agree on dismantling the foundations and platforms. Article 6 —Duration and Termination 6.1 This Agreement shall enter into force on the date of the last Party's signature. 6.2 This Agreement shall remain in force for the duration of the Collaboration Agreement. In this respect provisions of Articles 11.2-3 and 12 of the Collaboration Agreement apply. Article 7 — Amendments, Copies and Signatures 7.1 Any change of this Agreement must be done in a written form signed by all Parties. 7.2 The present Agreement is prepared and signed in two copies, one for each Party. It may be executed by electronically scanned signature or by an electronic signature system and such signatures shall constitute an original for all purposes. 5 For IFJ PAN Prof dr hab. Tadeusz Lesiak Director General Email: dyrektor@ifi.edu.pl Date: For IA CAS Prof. Vladimir Karas Director of Astronomical Institute of the Czech Academy of Sciences Email: director@asu.cas.cz Date: 6