This Agreement is made by and between the Coordination Council
for North American Affairs (hereinafter referred to as CCNAA) a-
nd the American Institute in Taiwan (hereinafter referred to as
AIT).This Agreement is entered into pursuant to the Taiwan Rela-
tions Act (P.L. 96-8, April 10, 1979; 22 U.S.C. 3301 et. seq.).
WHEREAS, CCNAA, on behalf of its designated representative, the
Taiwan Provincial Water Conservancy Bureau (hereinafter referred
to as TPWCB) and other water resource agencies in Taiwan, is de-
sirous of obtaining technical assistance in research, planning,
design, construction, and operation and maintenance of water re-
sources projects in Taiwan. Such technical assistance may also
include training and other related services as may be mutually
agreed upon by CCNAA and AIT.
WHEREAS, AIT, on behalf of its designated representative, the B-
ureau of Reclamation of the Department of the Interior (hereina-
fter referred to as Reclamation) agrees to provide the desired
technical assistance to CCNAA.
Now, therefore, it is agreed by and between CCNAA and AIT as fo-
llows:

ARTICLE I
CCNAA agrees to engage AIT to provide technical assistance in d-
am design and construction and AIT agrees to provide such techn-
ical assistance to CCNAA.

ARTICLE II
Duties of AIT
AIT shall carry out its responsibilities pursuant to this Agree-
ment with due
diligence and efficiency.
AIT shall, through its designated representative, Reclamation,
keep accurate and systematic accounts and records in respect of
the services provided pursuant to this Agreement in such form a-
nd detail as is customary, and shall permit CCNAA, or its desig-
nated representative, TPWCB, to inspect same and make copies th-
ereof.
AIT shall, through its designated representstive, Reclamation,
furnish to CCNAA, or its designated representative TPWCB, such
information related to the services AIT shall provide to CCNAA
pursuant to this Agreement as may be reasonably requested.
Upon completion of specific services provided to CCNAA by AIT,
as delineated in Appendices to this Agreement, AIT shall deliver
to CCNAA or to its designated representative, TPWCB, all drawin-
gs, maps, reports, specifications, calculations, equipment, com-
ments, suggestions, and relevant technical data compiled or pre-
pared by AIT or its designated representative, Reclamation, in
and under this Agreement. Such shall become the sole property of
CCNAA or its designated representative, TPWCB, pursuant to this
Agreement.
CCNAA shall ensure, pursuant to this Agreement, that AIT or its
designated representative, Reclamation, is held fiee and clear
of all customs duties and imposition charged by the authorities
in the territory represented by CCNAA. Neither AIT nor its desi-
gnated representative, Reclamation, shall be required to pay any
duties or taxes in executing the terms and conditions of this A-
greement.

ARTICLE III
Personnel
To the extent that funds are made available to AIT by CCNAA, AIT
, through its contractor, Reclamation, will make available such
personnel equipment and facilities necessary to carry out activ-
ities pursuant to this Agreement.
AIT, through its designated representative, Reclamation, will d-
esignate a person to act as liaison with a person designated by
CCNAA's designated representative, TPWCB. The person designated
by AIT will serve to coordinate the activities of any and all R-
eclamation personnel who will be engaged in the execution of pr-
ojects developed pursuant to this Agreement. However, the person
designated by CCNAA's designated representative, TPWCB, will be
responsible for all projects developed pursuant to this Agreeme-
nt within Taiwan.
AIT, through its designated representative, Reclamation, shall
provide suitably qualified personnel who are acceptable to CCNAA
and to CCNAA's designated representative, TPWCB.
AIT, through its designated representative, Reclamation, shall
provide all technical and administrative support and other requ-
irements as may be necessary to complement and supplement the s-
ervices of personnel of AIT's designated representative, Reclam-
ation, who are in Taiwan as AIT consultants.

ARTICLE IV
Obligations of CCNAA
Pursuant to this Agreement, CCNAA shall assist AIT in obtaining
visas, import licenses, and other documents necessary for the c-
arrying out of projects in Taiwan which are developed pursuant
to this Agreement by personnel of AIT's designated representati-
ve, Reclamation, who visit Taiwan as AIT consultants.
Pursuant to this Agreement, CCNAA shall assist AIT in obtaining
entry into Taiwan of equipment, materials and supplies necessary
for the carrying out of projects in Taiwan which are developed
pursuant to this Agreement, including the personal effects of p-
ersonnel of AIT's designated representative, Reclamation, who v-
isit Taiwan as AIT consultants.
Pursuant to this Agreement, CCNAA shall assist AIT in obtaining
the necessary permits and authorizations for carrying out proje-
cts developed pursuant to this Agreement, including access to f-
acilities and areas under the jurisdiction of CCNAA's designated
representative, TPWCB by personnel of AIT's designated represen-
tative, Reclamation, who are in Taiwan as AIT's consultants.

ARTICLE V
Reporting
AIT through its designated representative, Reclamation, shall s-
ubmit to CCNAA through its designated representative, TPWCB, re-
ports herein specified, in the English language in the number of
copies and within the time periods set forth.
AIT through its designated representative, Reclamation, shall s-
ubmit to CCNAA through its designated representative, TPWCB, pr-
ogress reports on projects developed pursuant to the Appendices
to this Agreement.

ARTICLE VI
Payment to AIT
It is recognized that AIT cannot finance activities under this
Agreement. Consequently, AIT must require payment for all costs
properly involved in providing services for projects developed
pursuant to this Agreement.
All payments shall be made to AIT by CCNAA in U.S. dollars, Pay-
ments shall be sent to the following address:
American Institute in Taiwan 1700 North Moore Street, Suite 1705
Arlington, VA 22209
An advance payment of one-third of the cost of the activities or
US$l00,000, whichever is less, under each Appendix to this Agre-
ement shall be paid to AIT by CCNAA prior to commencement of any
activity under that Appendix. Subsequently, replenishment of fu-
nds expended during the previous quarter under each Appendix to
this Agreement will be made in accordance with a quarterly stat-
ement of costs and obligations furnished to CCNAA by AIT.
AIT costs are estimated for the services rendered under that Ap-
pendix, any balance of funds unexpended or not committed for ex-
penditures shall be returned to CCNAA, or any monies due AIT wi-
ll be billed to CCNAA. Estimated costs of personnel services, a-
dministrative overhead, and direct costs included in the Append-
ices to this Agreement are ceiling costs, but disbursement will
be made on the basis of actual costs.

ARTICLE VII
Additional Services
CCNAA shall compensate AIT separately for any additional work as
agreed upon between the two parties and resulting from CCNAA's
specific request. The scope of work, AIT's costs and method of
payment of such additional work will be agreed upon, in writing,
by CCNAA and AIT.

ARTICLE VIII
Subcontracts
AIT or its designated representative, Reclamation, shall not su-
bcontract any work or parts thereof, related to services to be
procured under this Agreement, without the prior approval of CC-
NAA and its designated representative, TPWCB. AIT or its contra-
ctor, Reclamation, shall only subcontract to the extent and with
such duly qualified experts and entities as are deemed necessary
. Provided further, that subcontracting shall neither relieve A-
IT or its designated representative, Reclamation, of responsibi-
lities and liabilities nor increase the cost estimate.

ARTICLE IX
Ownership of Reports and Documents
All reports, maps, drawings, specifications, technical data, and
other documents prepared by AIT or its designated representative
, Reclamation, in connection with the services provided under t-
his Agreement shall become the property and copyright of CCNAA
and its designated representative, TPWCB.

ARTICLE X
Changes, Alterations and Modifications
CCNAA may at any time invite AIT to make any changes or alterat-
ions to the scope and duration of the work required to be perfo-
rmed under this Agreement. If any such change or alteration sha-
ll cause an increase or decrease in the cost of, or the time re-
quired for performance and completion of work performed under t-
his Agreement, a modification shall be made in:
- the estimate of AIT's costs and / or Agreement termination da-
ta, and
- such other provisions of this Agreement as may be affected, p-
rovided that the Agreement shall be modified in writing and a-
pproved by both parties.

ARTICLE XI
Suspension or Termination
This Agreement may be terminated or suspended in whole or in pa-
rt by either party by giving to the other party ninety (90) days
' written notice of such terminiation or suspension.

ARTICLE XII
Commencement and Duration of Agreement
This Agreement becomes effective on the date of the final signa-
ture hereafter and shall be valid for a period of five (5) years
. The Agreement will be implemented upon deposit of the advance
of funds as specified in Article VI, paragraph 3.

ARTICLE XIII
Liability
CCNAA agrees to assist in the defense against any suit brought
against the Governmernt of the United States; AIT; AIT's design-
ated representative, Reclamation; or any instrumentality or off-
icer of the United States, arising out of work performed under
this Agreement. CCNAA further agrees to hold the United States;
AIT; AIT's designated representative, Reclamation; or any instr-
umentality or officer of the United States, harmless against cl-
aim by CCNAA; by CCNAA's designated representative, TPWCB, or a-
ny entity or person in Taiwan or elsewhere for personal injury,
death, or property damage arising out of work performed under t-
his Agreement.
Except for damage to or destruction of property of AIT or its d-
esignated representative, Reclamation, caused by personnel of A-
IT or its designated representative, Reclamation, CCNAA agrees
to reimburse AIT for any damage to or destruction of property b-
elonging to AIT or its designated representative, Reclamation,
arising out of work performed under this Agreement.
IN WITNESS THEREOF, the parties hereto have hereby set their ha-
nds by their duly authorized representatives and have caused th-
is Agreement to be signed and effective the date of the last si-
gnature hereafter.
For: American Institute
in Taiwan
[Signed]
NAME: David N. Laux
TITLE: Chairman
DATE: August 24, 1987
For: Coordination Council for
North American Affairs
[Signed]
NAME: Fredrick F.
Chien
TITLE: Representative
DATE: August 24, 1987
2361B