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1 WHEREAS, the American Institute in Taiwan, a non-profit corpora-tion incorporated under the laws of the District of Columbia, U-SA, hereinafter referred to as AIT, is in a position to arrangefor certain aeronautical equipment and services which the Coord-ination Council for North American Affairs, hereinafter referre-d to as the CCNAA, requires and has determined should be obtain-ed from AIT: NOW, THEREFORE, the Parites hereto mutually agree as follows:ARTICLE Ⅰ Purpose of Agreement; Administration The purpose of this Memorandum of Agreement (MOA) is to establi-sh a governing document, under which AIT will arrange, on a rei-mbursable basis, logistical support, technical assistance, trai-ning and miscellaneous technical support services to the CCNAAto the extent possible. ARTICLE Ⅱ Liability A. Hold Harmless-The CCNAA agrees to assist in the defense agai-nst any suit brought against the AIT, or any instrumentalityor officer of the AIT or any agent or contractor of AIT, ari-sing out of work performed under this Agreement. The CCNAA f-urther agrees to hold the AIT or any agent or contractor ofAIT, or any instrumentality or officer of the AIT,harmless a-gainst any claim by the CCNAA or any agency thereof, or anyentity or person in Taiwan or elsewhere for personal injury,death, or property damage arising out of work performed underthis Agreement. B. Damages-Except for damage to or destruction of AIT propertycaused by the AIT or any AIT personnel or the personnel of a-ny AIT agent or contractor, CCNAA agrees to reimburse AIT, f-or any damage to, or destruction of AIT property or the prop-erty of any AIT agent or contractor arising out of work underthis Agreement. ARTICLE Ⅲ Financial Provisions A. The CCNAA shall arrange, and be responsible for, reimburseme-nt to the AIT, in accordance with provisions set forth in an-nexes made a part of this Agreement, the amount of costs inc-urred by AIT, including all costs arising from expiration ortermination of the agreement or related annexes. B. The CCNAA identifies the office to which the AIT will renderfinancial statements and consult on related financial mattersas: International Commercial Bank of China New York Agency 40 Wall Street New York, New York 10005 C. AIT identifies the financial institution which CCNAA will wi-re transfer payments to as: Riggs National Bank of Washington, D.C. For the Account of, American Institute in Taiwan Special Account #1 04-08-378-913 D. Agreement Number NAT-I-845 has been assigned by AIT to ident-ify this project and should be referred to in all related co-rrespondence. ARTICLE Ⅳ Annexes to Agreement A. All services rendered under this Agreement shall be specifiedin corresponding annexes which when duly signed by the Parti-es, will become part of this Agreement. The Parties agree th-at each annex will contain a description of the services tobe arranged by AIT for CCNAA, location of such services, themanpower and other resources required to accomplish these ta-sks, the estimated costs of the tasks and related payments,planned implementation and duration. B. Each annex to this Agreement will be identified in the follo-wing manner: the number of the agreement followed by an Arab-ic numeral. The first annex will be identified as NAT-I-845-1. ARTICLE Ⅴ Amendments Any changes in the services furnished, charges or other provisi-ons of this Agreement, or its annexes, shall be formalized by a-ppropriate written amendments which shall describe the nature ofthe change. This Agreement may be amended by mutual consent ofthe Parties for expansion of services requested. ARTICLE Ⅵ Effective Date, Duration, and Termination This Agreement succeeds any previous agreements on the subjectmatter set forth in Article Ⅰ. This Agreement and related annexes expires ten (10) years fromthe effective date unless extended by mutual agreement of bothParties. This Agreement or related annexes may be terminated at any timeby either Party by sixty (60) days notice in writing. All AIT c-osts incurred as a result of termination of this Agreement or a-ny of its annexes shall be reimbursed by the CCNAA to the AIT.Termination of the basic Agreement also terminates all annexes.This Agreement will become effective upon signature of the dulyauthorized representatives of the CCNAA and AIT. The CCNAA and the AIT agree to the provisions of this Agreementas indicated by the signature of their duly authorized officers. COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS BY: Peter B.T. Chang TITLE: Deputy Representative DATE: October 23,1981 THE AMERICAN INSTITUTE IN TAIWAN BY: Joseph B. Kyle TITLE: Corporate Secretary DATE: September 24,1981 ANNEX 1 TO MEMORANDUM OF AGREEMENT BETWEEN THE COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS AND THE AMERICAN INSTITUTE IN TAIWAN ARICLE Ⅰ Purpose of Annex This annex relates to provision of publications, data, films, d-rawings and associated documents relative to aeronautical relat-ed subjects that the American Institute in Taiwan (AIT), is in aposition to arrange for, which the Coordination Council for Nor-th American Affairs (CCNAA) requires, has funds available for a-nd has determined should be obtained from AIT. ARTICLE Ⅱ Description of Services A. At such location and such time as may be mutually agreed uponby the CCNAA and AIT, the AIT will arrange to: 1 Provide technical and/or aeronautical related publications,data, films, drawings and associated documentation. 2 Provide responses to technical inquiries which require min-imal effort (projects which may require more than minimal effort will be documented in a separate annex). 3 Pack and ship such items in accordance with instructions c-ontained in subsequent correspondence. B. The CCNAA will be responsible for securing any export licens-es or other documents required to permit material furnishedunder this annex to leave the United States. C. The CCNAA will be responsible for all transportation costs a-nd shipping charges incurred by AIT under the terms of thisannex. D. The CCNAA will not hold AIT liable for loss or damage to mat-erial while in transit. E. The initial point of contact for CCNAA with AIT for all serv-ices is: American Institute in Taiwan Rosslyn Center Building-17th Floor 1700 North Moore Street Arlington, Virginia 22209 ARTICLE Ⅲ Financial Provisions A. The CCNAA shall arrange for reimbursement to the AIT for allcosts associated with providing the material and services. C-osts will include acquisition, procurement or reproduction c-osts plus logistics management costs, an administrative over-head charge and transportation costs. B. AIT bills for documentation, publications, data, film and dr-awings will be rendered on an accrued cost basis quarterly.Bills will contain a reference to the number assigned this a-nnex (NAT-I-845-1) and identify material and/or services forwhich charges are included. In cases where specific materialand/or services provided by AIT vary or their identity cannotbe properly reflected on the face of the bill, information a-nd related costs will be identified on an appropriate attach-ment to the bill.Payments for these services will be by wiretransfer, in United States dollars, to: Riggs National Bank of Washington, D.C. For the Account of, American Institute in Taiwan Special Account #1 04-08-378-913 C. Payments for billings are due within 45 days of receipt.D. Late Payment: CCNAA is advised that late charges may be asse-ssed at the rate of 3/4 of 1% (.0075) on overdue, undisputedpayments for each delinquent thirty (30) day period or porti-on thereof. E. AIT will render financial statements and consult on relatedfinancial matters with the offic indicated in paragraph B, A-rticle Ⅲ of the basic agreement (NAT-I-845). ARTICLE Ⅳ Amendments Any changes in the services furnished, charges or other provisi-ons of this annex shall be in accordance with Article V of thebasic agreement (NAT-I-845). ARTICLE Ⅴ Effective Date, Duration and Termination This annex will become effective upon signature of the duly aut-horized representatives of the CCNAA and the AIT and will remai-n in effect for the term of the basic agreement. Either party m-ay terminate this annex as provided for in Article Ⅵ of the ba-sic agreement (NAT-I-845). ARTICLE Ⅵ Authority The CCNAA and AIT agree to the provisions of this annex as indi-cated by signature of their duly authorized officers. COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS BY: Peter B.T. Chang TITLE: Deputy Representative DATE: October 23, 1981 THE AMERICAN INSTITUTE IN TAIWAN BY: Joseph B, Kyle TITLE: Corporate Secretary DATE: September 24,1981 ANNEX 2 TO MEMORANDUM OF AGREEMENT BETWEEN THE COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS AND THE AMERICAN INSTITUTE IN TAIWAN ARTICLE Ⅰ Purpose of Annex This annex is for the arrangement of aviation related trainingin the United States for the Coordination Council for North Ame-rican Affairs (CCNAA) by the American Institute in Taiwan (AIT).Selection and training of personnel will be arranged and approv-ed by CCNAA and is limited to people on Taiwan actively engagedin aviation activities. ARTICLE Ⅱ Description of Services A. The AIT shall arrange for the training of aviation personnel,at such locations, and at such times, as may be mutually agr-eed upon in writing by the CCNAA and the AIT. All services r-endered under this annex shall be specified in correspondingappendices which when signed by the duly authorized represen-tatives of the parties, will become part of this agreement a-nnex. B. The Parties agree that each appendix will contain a descript-ion of services to be arranged by the AIT for the CCNAA, loc-ation of such services, the manpower and such other resourcesrepuired to accomplish these tasks, the estimated costs of t-he tasks and related payments, planned implementation and du-ration as well as established training quotas. C. Each appendix to this annex will be identified in the follow-ing manner: the number of the annex (NAT-I-845-2) followed byan Arabic numeral beginning with 1, with subsequent appendic-es to follow in numerical sequence. The first appendix shallbe identified as NAT-I-845-2-1. ARTICLE Ⅲ Financial Provisions A. The CCNAA shall arrange to pay the AIT, in accordance with p-rovisions set forth in appendices made a part of this annex,the amount of actual costs incurred by AIT in arranging serv-ices and overhead charges, including all costs arising fromthe expiration or termination of this annex and appendices.B. CCNAA will ensure that travel, living allowance, medical ins-urance and other personal incidental expenses of student avi-ation personnel will be paid directly to or for the studentsby their sponsoring organization. C. The CCNAA identifies the office to which the AIT will renderfinancial statements and consult on related financial matterswith the office indicated in paragraph B, Article Ⅲ of thebasic agreement (NAT-I-845). D. Annex Number NAT-I-845-2 has been assigned by AIT to identifythis project and should be referred to in all related corres-pondence. E. Payments for billings are due within 45 days of receipt.F. Late Payment: CCNAA is advised that late charges may be asse-ssed at the rate of 3/4 of 1% (.0075) on overdue, undisputedpayments for each delinquent thirty (30) day period or porti-on thereof. ARTICLE Ⅳ Amendments Any changes in the services furnished, charges or other provisi-ons of this annex or its appendices shall be in accordance withArticle Ⅴ of the basic agreement (NAT-I-845). ARTICLE Ⅴ Effective Date, Duration and Termination This annex becomes effective upon signature of the duly authori-zed representatives of the CCNAA and AIT and shall remain in ef-fect until such time as the Agreement NAT-I-845, expires or isterminated. This Annex and related appendices may be terminatedat any time by either party by sixty (60) days notice in writin-g. Any such termination shall allow the AIT 120 days to close o-ut the program operations. All AIT costs incurred as a result oftermination of this annex or any of its appendices shall be rei-mbursed by the CCNAA to the AIT. The CCNAA and AIT agree to the provisions of this Annex as indi-cated by the signatures of their duly authorized officers. Course Number,Number Title, & LengthClass Dateto be of Training Trained COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS BY: Peter B.T. Chang TITLE: Deputy Representative DATE: October 23,1981 THE AMERICAN INSTITUTE IN TAIWAN BY: Joseph B. Kyle TITLE: Corporate Secretary DATE: September 24,1981 SAMPLE APPENDIX NUMBER 1 BETWEEN THE COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS AND THE AMERICAN INSTITUTE IN TAIWAN This appendix identifies specific training to be arranged by AI-T for the CCNAA, related estimates of cost and establishes paym-ent procedures. Ⅰ Proposed programs and estimated costs for training aviationpersonnel: Tuition ExtendedLocation Each Cost in U.S. Ⅱ Financial Provisions/Procedures A. The CCNAA shall arrange to reimburse the AIT quarterly forits cost in providing services under this appendix. AIT b- ills will: 1 Contain a reference to the appendix number assigned this project (NAT-I-845-2-1); 2 Identify charges accrued at the time of billing and per- iods covered; 3 Names of aviation personnel being trained and specific courses they are enrolled in; 4 Be forwarded for payment in accordance with Article Ⅲ, Agreement NAT-I-845. B. The CCNAA shall arrange, and be responsible for, reimburs-ement to AIT within forty-five (45) days from receipt of bills. Payments shall be made by wire transfer, in U.S. d- ollars, to: Riggs National Bank of Washington, D.C. For the Account of, American Institute in Tawain Special Account #1 04-08-378-913 Ⅲ Duration The appendix will become effective upon signature of the duly a-uthorized representatives of the AIT and CCNAA and will remainin effect until services described herein, or as amended, are c-ompleted. Either party may terminate this appendix as providedfor in Article Ⅵ of the basic agreement (NAT-I-845). The CCNAA and AIT agree to the provisions of this appendix as i-ndicated by signature of their duly authorized officers. COORDINATION COUNCIL FOR NORTH AMERICAN AFFAIRS BY: Peter B.T. Chang TITLE: Deputy Representative DATE: October 23,1981 THE AMERICAN INSTITUTE IN TAIWAN BY: Joseph B. Kyle TITLE: Corporate Secretary DATE: September 24,1981 AMERICAN INSTITUTE IN TAIWAN TAIPEI OFFICE TAIPEI, TAIWAN AIT/T Date: SUBJECT: ITO Number___________ TO : 1 English language requirements: Students completed DLI EnglishLanguage Proficiency Examination 79A on_______and have an Eng-lish Comprehension Level (ECL) of more than 70. 2 The individuals listed above, who are civil aviation personnelfrom Taiwan, are invited to proceed on or about _____ to ____for the purpose of attending the course(s) indicated below:Course(s) DatesLocation 3 The costs of all travel and living allowances are the respons-ibility of the Coordination Council for North American Affairs(CCNAA). 4 Reservations have been arranged for students attending the ab-ove course(s) at the following hotel: 5 Request for leave upon completion of training will be submitt-ed direct by individuals to the CCNAA Office in Washington. W-ritten approval in English from the appropriate authority tothe individuals will constitute approval of the leave and mustbe obtained Prior to course completion. Students are not auth-orized grant aid living allowance while in leave status. Uponcompletion of leave, if approved, students will proceed to Ta-iwan. 6 CCNAA attests that the students are in good health and have noknown medical problems. 7 Compliance with paragraphs 1, 2, 3, 4, 5, 6, 7, 8, and 9 of a-ttached Special Instuctions is directed. 8 Authority: FOR THE DIRECTOR Technical Section DISTRIBUTION: 2-American Institute in Taiwan, 1700 North Moore Street, Arling-ton, Va. 22209 2-American Institute in Taiwan, Taipei, Taiwan 2-Coordination Council for North American Affairs, 5161 River R-d., N.W., Washington, D.C. 20016 10-Individual concerned 2-FAA, AIA-210/220, Washington, D.C. 20591 SPECIAL INSTRUCTIONS 1 No training other than that specified in ITO, Paragraph 2, Wi-ll be conducted on the basis of this order. 2 The AIT will relieve from attendance at school and request thereturn to Taiwan of any trainee who violates regulations or w-ho otherwise is a detriment to the class as a whole. The AIT/Twill be informed when such action is contemplated in accordan-ce with applicable regulations. 3 The American Institute in Taiwan and any agent or contractorof AIT absolve themselves from any blame or financial respons-ibility for injuries received by the Trainee listed herein wh-ile in transit, while undergoing training or while in leave s-tatus, and any responsibility for and personal or property da-mage claim resulting from his action or actions. 4 The CCNAA will provide the Trainee concerned with sufficientfunds in American dollar instruments to meet all expenses whi-le in the United States. 5 Trainee is permitted by CCNAA to purchase a power-driven vehi-cle after arrival at training installation. Trainee must comp-ly with state regulations for registration of power-driven ve-hicles and will be required to purchase public liability andproperty damage insurance in the amount required by law of thestate in which the vehicle is registered. 6 Trainee is authorized by CCNAA to travel by Personally OwnedVehicle between stations while in the United States. 7 No dependents are authorized to accompany or join student.8 No baggage will be transported at AIT expense. 9 Retainable instructional material for students will not be sh-ipped to the trainee in Taiwan at AIT expense.