WHEREAS
1. The mission of the American Institute in Taiwan's (AIT's)
designated representative, the National Science Foundation
(NSF) is to promote the progress of science, to advance the
national health, prosperity and welfare;
2. The National Radio Astronomy Observatory (NRAO) managed for
NSF by As soc i a t ed Universities Inc. (AUI), is dedicated
to the design, construction and operation of large radio
telescope facilities for use by the scientific community;
3. The Atacama Large Millimeter Array (ALMA) is an international
project to build an aperture-synthesis radio telescope
operating at millimeter wavelengths in Northern Chile;
4. ALMA will be the world's most sensitive, highest resolution,
millimeter-wavelength telescope, combining sub-arcsecond
angular resolution with the sensitivity of a single antenna
nearly 100 meters in diameter;
5. The ALMA array will provide a testing ground for theories of
star birth and stellar evolution, galaxy formation and
evolution, and the evolution of the universe itself;
6. The ALMA project is led in North America (ALMA North America)
by the NSF in cooperation with the National Research Council
of Canada and in Europe by the European Southern Observatory
(ESO);
7. An Agreement Concerning the Joint Construction and Operation
of the Atacama Large Millimeter Array (ALMA Agreement),
signed by NSF and ESO, describes responsibilities and
obligations to the international ALMA project;
8. The ALMA Agreement authorizes NSF and ESO to conclude
appropriate formal arrangements with organizations
representing new participants in ALMA;
9. The National Science Council (NSC) is responsible for
promoting the development of science and technology in the
territory of the authorities represented by the Taipei
Economic and Cultural Representative Office in the United
States (TECRO);
10. The Academia Sinica Institute of Astronomy and Astrophysics
ASIAA), funded by the Academia Sinica (AS) and the NSC in
the territory of the authorities represented by TECRO, is
dedicated to conduct a broad program of research in
astronomy;
11. ASIAA possesses expertise in technologies relevant to ALMA;
12. Participation in ALMA is the highest ground-based
priority for the astronomical community in the territory of
the authorities represented by TECRO;
13. NRAO and ASIAA signed a Memorandum of Understanding to
stablish a Program in Radio Astronomy in February 2006; and
14. TECRO and AIT have signed an Agreement for Cooperation in
stronomy and Astrophysics (the Agreement),
TECRO and AIT agree to the following Implementing Arrangement:

Article I – SCOPE
This Implementing Arrangement describes the technical scope of
the activities, management responsibilities, specific funding
arrangements, cost and schedule estimates, procedures to be
followed, treatment of intellectual property, liability, and
other appropriate matters to be undertaken by TECRO and its
designated representative, NSC, and AIT and its designated
representative, NSF, in implementing cooperation in astronomy
and astrophysics associated with the construction and operation
of the Atacama Large Millimeter Array (ALMA) and other areas

Article II - AUTHORIZATION
The activities described in this Implementing Arrangement will
be carried out under the general terms and conditions
established by the Agreement (hereinafter referred to as the
Agreement) between TECRO and AIT for cooperation in astronomy
and astrophysics and are part of the Agreement.

Article III - COOPERATIVE ACTIVITIES
1. This Agreement specifically addresses cooperation on the ALMA
project. Additional cooperative activities may be determined
after consultation between TECRO and its designated
representative, NSC, and AIT and its designated
representative, NSF.
2. Activities under this Agreement may include joint research
projects, development projects, col l abor a t ion on cons t
ruc t ion, suppor t of observatory operations, astronomical
observations, exchanging information, exchanging scientists
and technical experts, convening seminars and meetings,
training participants, and engaging in other forms of
cooperation in the areas of astronomy and astrophysics and
its technologies, as may be mutually agreed.

Article IV - MANAGEMENT AND OVERSIGHT
1. ALMA North America's responsibilities and obligations to the
international ALMA project are described in the ALMA
Agreement.
2. AIT's designated representative NSF designates NRAO to carry
out responsibilities associated with the design, construction
and operation of the ALMA array, and designates AUI to manage
NRAO and serve as North American ALMA Executive.
3. TECRO's designated representative NSC designates ASIAA to
carry out responsibilities named herein regarding
participation in the ALMA project by TECRO and its designated
representative NSC.
4. NSC and ASIAA will participate in the construction and
operation of ALMA through the NRAO and its managing
organization, currently AUI.
5. AIT through its designated representative NSF will provide an
appropriate level of representation for the territory of the
authorities represented by TECRO on ALMA North America
advisory bodies.
6. AIT through its designated representative NSF will provide
assistance to NSC in technical developments related to ALMA.
7. TECRO and its designated representative NSC are responsible
for the expenses incurred by representatives of TECRO or of
its designated representatives for their participation in
ALMA meetings.
8. AIT through its designated representative NSF will require
AUI or any future managing organization to make sub awards in
a manner that will enable companies in the territory of the
authorities represented by TECRO an equal opportunity to
compete for procurements.
9. AIT through its designated representative NSF will share its
access to ALMA observing time. In the spirit of this
partnership, applications for ALMA observing time from
scientists at institutes in the territory of the authorities
represented by TECRO will be regarded on the same basis as
applications from scientists at institutes in the territory
of the authorities represented by AIT.
10. NRAO/AUI will recognize participation from the territory of
he authorities represented by TECRO in ALMA North America by
considering appointing appropriate representatives from the
territory of the authorities represented by TECRO to
relevant advisory bodies of NRAO and ensuring participation
from the territory of the authorities represented by TECRO
in the time allocation process.

Article V - FINANCIAL PROVISIONS
1. In accordance with the Agreement, NSF is undertaking this
work as the designated representative of AIT. TECRO is
required to reimburse AIT for all costs agreed by TECRO's
designated representative NSC as appropriate to participation
from the territory of the authorities represented by TECRO in
ALMA North America as covered by this Implementing
Arrangement. AIT will transfer to NSF all payments made by
TECRO to AIT for costs associated with participation from the
territory of the authorities represented by TECRO in the
North American ALMA project as specified in this Implementing
Arrangement.
2. TECRO will ensure that its designated representative NSC will
support directly or through ASIAA the construction of ALMA
through cash or deliverables over a 10year period 2006-2015
with a total value ofUS$16,136,000 (FY2000).
3. The contribution of TECRO's designated representative NSC for
2006 will be US$2,010,000. In subsequent years this sum will
be increased at an annual inflation rate of about 3%. The
precise rate will be reviewed every three years to correct
for changes in the actual inflation rate.
4. AIT will ensure that its designated representative NSF will
contribute an amount anticipated to be US$490,000,000
(then-year dollars) for ALMA construction,
5. TECRO's contribution may be in-kind deliverables and
industrial contracts placed in the territory of the
authorities represented by TECRO, subject to the approval of
the North American ALMA Executive.
6. TECRO will ensure that its designated representative NSC
intends to support directly or through ASIAA the operation of
ALMA with funding commencing in 2016 and continuing at the
same constant-dollar level as for construction. The actual
level of the contributions to operations by each party is
based on the ratio of contributions to construction.
7. TECRO agrees to transfer the cash portion for 2006 and 2007
contributions to AIT within 180 days after the signing of
this Arrangement, and to transfer each annual payment of the
cash portion not later than September 30 of each year. This
delivery date can be adjusted by mutual agreement.
8. The specific deliverables to ALMA construction provided by
TECRO's designated representative NSC or ASIAA will be
consistent with the ALMA Project Plan and will be subject to
the approval of the North American ALMA Project Manager. The
cash equivalent of deliverables supplied by contributions
from TECRO or its designated representatives for ALMA
construction will be determined using the approved ALMA
budget.

Article VI - INTELLECTUAL PROPERTY CONSIDERATIONS
The parties agree that no Intellectual Property or other
Proprietary Information will be provided under this Implementing
Arrangement. Intellectual Property and Proprietary Information
are defined as software, designs, processes, drawings, data and
modeling systems which includes, but is not limited to, all
versions, derivative works, updates, improvements,
modifications, enhancements and releases thereof, patents,
patent applications, continuations-in-part, inventor rights in
the territory of the authorities represented by AIT and any
foreign countries or territories and applications therefore. In
the event that any activities under this Implementing
Arrangement require the use of the other party's Intellectual
Property or Proprietary Information, the parties shall in good
faith enter into negotiations to reduce to a mutually agreeable
writing the obligations and terms associated with such
understandings.

Article VII - EFFECTIVE DATE, AMENDMENT AND TERMINATION
1. This Implementing Arrangement will become effective when
signed by all parties on the date of the last signature
hereafter.
2. This Arrangement may be modified by mutual agreement of TECRO
and its designated representative NSC and AIT and its
designated representative NSF. Any modifications take effect
when signed and dated by the parties to this Agreement.
3. This Implementing Arrangement will terminate on the same date
the International ALMA Agreement expires, unless terminated
earlier by mutual agreement or by the failure of the
signatories to fulfill their substantive obligations under
the Agreement.
4. Either party may terminate this Arrangement by providing
sixty (60) days written notice to the other party and its
designated representative. It is understood that an attempt
will be made to reach mutual agreement on the termination
dates to allow orderly termination of activities and
repatriation of personnel.
5. The equitable adjustment of any termination shall provide for
payment to TECRO for services rendered and expenses incurred
by its designated representative NSC prior to the
termination, in addition to termination settlement costs
reasonably incurred by NSC relating to commitments that
became firm prior to termination.
6. The equitable adjustment of any termination shall provide for
payment to AIT for services rendered and expenses incurred by
its designated representative NSF prior to the termination,
in addition to termination settlement costs reasonably
incurred by NSF relating to commitments that became firm
prior to termination,
7. In the event the ALMA Agreement is terminated during
Construction, Commissioning or Operations as those terms are
defined therein, any material in-kind contributions from
TECRO's designated representative NSC or property purchased
with NSC funds will be disposed of following good faith
negotiations by TECRO and AIT and their designated
representatives, NSC and NSF, to agree on equitable
compensation.
8. In the event that TECRO withdraws or is deemed to have
withdrawn from the ALMA Project, all contributions from TECRO
or its designated representatives to the Project up to that
point will remain with AUI/NRAO, following good faith
negotiations by TECRO and AIT and their designated
representatives, NSC and NSF, to agree on equitable
compensation.



FOR THE TAIPEI FOR THE AMERICAN
ECONOMIC INSTITUTE IN TAIWAN
AND CULTURAL
REPRESENTATIVE
OFFICE IN THE UNITED
STATES
Ta-Tung J. Chang Barbara J. Schrage,
Deputy Representative Managing Director
Date Date
October 27, 2008 May 27, 2008