(c) No part of any contribution to, or of the net earnings or assets of, the Institute shall insure to the benefit of or be distributable to its Trustees, officers, or other private persons, provided that nothing herein shall preclude the Institute from paying reasonable compensation for services rendered, making in reasonable amounts reimbursements for expenses incurred or advances for expenses to be incurred on behalf of the Institute, and making payments and distributions in furtherance of the purposes set forth in Article Third hereof; (d) No substantial part of the activities of the Institute shall be the carrying on of propaganda, or otherwise attempting, to influence legislation except as permitted by section 501(c)(3) and (h) (if a proper election is made thereunder) of the Internal Revenue Code; (e) The Institute shall not participate in, or intervene in (including the publishing or distribution of statements), any political campaign on behalf of any candidate for public office; (f) In the event of dissolution or final liquidation of the Institute, the Board of Trustees shall, after paying or providing for the payment of all the liabilities of the Institute, distribute all of the assets of the Institute to the Government of the United States. For purposes of this Article Sixth, the term "Internal Revenue Code" means the Internal Revenue Code of 1954 as amended, and citations in sections of the Internal Revenue Code shall be deemed to include the corresponding provisions of any subsequent Federal tax laws. Seventh: The private property of the Trustees and officers of the Institute shall not be subject to payment of corporate debts. Eighth: The address, including street and number, of the initial registered office of the Institute is 1761 N Street, N.W., Washington. D.C. 20036, and the name of its initial registered agent at such address is L. Dean Brown. Ninth: The number of Trustees constituting the initial board of Trustees is three (3), and the names and addresses, including street and number, of the persons who are to serve as the initial Trustees are L. Dean Brown, 3030 Cambridge Place, NW., Washington, D.C David Dean, 10020 Colvin Run Road, Great Falls, Va. Edwin M. Martin, 4101 Cathedral Avenue, NW., Washington, D.C. They shall hold office until their successors are appointed. Tenth: The name and address, including street and number, of each incorporator is: L. Dean Brown, 3030 Cambridge Place, NW., Washington, D.C. David Dean, 10020 Colvin Run Road, Great Falls, Va. Edwin M. Martin, 4101 Cathedral Avenue, NW., Washington, D.C. Dated the 10th day of January, 1979. L. DEAN BROWN, DAVID DEAN, EDWIN M. MARTIN, District of Columbia, ss: I, Irene Ingalls, a Notary Public in and for the District of Columbia, hereby certify that on the 10th day of January 1979, personally appeared before me L. Dean Brown, David Dean and Edwin M. Martin who signed the foregoing document as incorporators, and swore that the statements contained in it are true. IRENE INGALLS, Notary Public of the District of Columbia. My Commission expires June 14, 1979. APPENDIX 3 DEPARTMENT OF STATE-NEGOTIATED CONTRACT Issuing office: U.S. Dept. of State, Supply and Transportation Division, Washington, D.C. Contracting officer: Gerald L. John (703) 235-9531. Type of Instrument: Cost Reimbursement Contract. Administration By: Procurement Branch, Supply and Transportation Division, Department of State. This Contract is entered into by and between the Department of State on behalf of the United States of America (hereinafter "the Department" or "the Government") represented by the Contracting Officer, and the American Institute in Taiwan (hereinafter "the Institute"), a District of Columbia nonprofit corporation. The rights and obligations of the parties are governed by the following Schedule. General Provisions and Attachments A through C, described in the Table of Contents below. In the event of any inconsistency between the Schedule and the General Provisions, the Schedule shall control. IN WITNESS WHEREOF, the parties hereto have executed this Contract. I. Schedule: THE UNITED STATES OF AMERICA, TABLE OF CONTENTS Article I-Scope of Work. Article II-Contracting Officer's Representative. Article III-Period of Performance. Article IV-Other U.S. Government Agency Participation Article V-Estimated Cost. Article VI-Financing and Funds Control. Article VII-Prohibition Against Assignment. Article VIII-Compensation and Benefits of Employees. Article IX-Key Personnel. Article X-Security Requirements. Article XI-Reporting Requirements. Article XII-Accounting and Audit. Article XIII-Payment. Article XIV-Allowable Costs. Article XV-Records Management, Privacy and Freedo of Information. Article XVI-Property (GFP) and Services (GFS) Funished to the Institute. Article XVII-Procurement of Goods and Services. Article XVIII-Insurance and Bonds. Article XIX-Conformity of Institute Operations with Article XX-Immunity from Local Jurisdiction. Article XXII-Ethical Conduct. II. General Provisions: Department of State General Provisions, A. Compensation and Benefits for Institute Employees. C. List of Property Furnished to the Institute. SCHEDULE ARTICLE I-SCOPE OF WORK The Institute will perform the following services: (a) Maintain offices in Washington, D.C. and other locations as mutually agreed to by the parties; (b) Immediately prepare to commence operations in Taiwan no later than March 1, 1979 (Preparations will include the development of staffing, accounting, payroll and administrative systems as may be necessary to carry out the Institute's responsibilities under this contract); (c) Carry out, on an unofficial basis, programs, transactions, and other relations with or relating to the people on Taiwan, and perform and enforce existing international and other agreements and arrangements between the Government or any department or agency thereof and the people on Taiwan, in accordance with the President's Memorandum of December 30, 1978, to Heads of Departments and Agencies, entitled "Relations with the People on Taiwan" (44 Fed. Reg. 1075); and (d) Otherwise represent the United States and the American people, and carry out functions on their behalf, as directed by the Contracting Officer or the Contracting Officer's Representative, with respect to the people on Taiwan. ARTICLE II-CONTRACTING OFFICER'S REPRESENTATIVE (a) The Contracting Officer's Representative (COR) shall be an official designated in writing by the Contracting Officer. (b) The COR is authorized to provide guidance and direction to the Institute to implement the general scope of the work, within the terms of this contract. The Institute will notify the Contracting Officer and secure his or her approval before implementing any guidance or direction which the Institute believes will affect the cost of performance to the extent that additional funds will be required for performance. Whenever an increase in funding pursuant to this provision is anticipated, the Institute shall provide an estimate of the cost of performance with its request for the Contracting Officer's approval. The COR shall be the Department official who is authorized to certify that the invoiced goods and services have been received as outlined in Articles XIII and XIV hereof. ARTICLE III-PERIOD OF PERFORMANCE (a) This contract shall be terminated on September 30, 1979, unless earlier terminated in accordance with the General Provisions, or extended pursuant to paragraph (c) of this Article. (b) Not later than June 30, 1979, the Institute will submit to the Contracting Officer an estimate of the costs of continuing to perform services. The estimate must contain detailed information concerning projected staffing, salaries, property, and other costs. On the basis of this estimate, the parties will discuss the replacement of this contract with a successor arrangement. (c) If the parties have not entered into a successor arrangement by August 30, 1979, the Government may at its option extend and require continued performance under this contract for an additional period or periods not exceeding one year after September 30, 1979. (d) The Institute shall not incur any costs or obligations beyond September 30, 1979, unless specifically approved by the Contracting Officer. ARTICLE IV-OTHER U.S. GOVERNMENT AGENCY PARTICIPATION Subject to the approval of the Department's Contracting Officer. the Institute may perform services for any other department or agency of the Government, or third parties, under this contract or any other arrangement. Directions to the Institute to perform additional services for other departments and agencies under this contract will be in the form of a Delivery Order against this contract, issued by a duly authorized Contracting Officer of the department or agency concerned. and shall include a definition of the work to be performed, an appropriate citation of funds obligated for this purpose and, if appropriate. special billing instructions. ARTICLE V-ESTIMATED COST The total estimated cost of this contract to the Government is ARTICLE VI-FINANCING AND FUNDS CONTROL (a) Purpose. Subject to the conditions set forth below, the Govern ment will advance funds or credit to the Institute in the amount of to provide working capital for operations in accordance with Department of Treasury Advance Financing Regulations 31 CFR 205 (Treasury Department Circular Number 1075). The Director of the Office of Budget and Finance in the Bureau of Administration or whomever that official may designate in writing, hereinafter the "Administrator" of this advance or credit account, shali |