periods of 1 calendar year or less: Provided, That the term as so extended will not extend beyond Expiration of this agreement will not affect task orders issued hereunder and accepted by the Contractor during its term or the validity of any actions taken under or with respect to such task orders, including modifications, whether taken before or after the expiration of the term of this agreement.

B. No task order will be issued hereunder after the term has expired. This agreement shall not be modified or superseded by individual task orders issued hereunder.

ARTICLE III-DISCONTINUANCE OF BASIC ORDERING AGREEMENT

This agreement may be discontinued from future application upon 30 days written notice by either party. Discontinuance of the agreement will not affect any task order issued hereunder which was accepted by the Contractor before the effective date of discontinuance or the validity of any actions taken under or with respect to such a task order, including modifications, whether taken before or after the effective date of discontinuance.

ARTICLE IV-PROCEDURE FOR ISSUANCE OF TASK ORDERS

A. A.I.D. Washington is the Authorized Ordering Activity under this basic ordering agreement. All task orders issued pursuant to this agreement shall incorporate the provisions of this Basic Ordering Agreement.

(1) Standard procedure. (a) Task orders will generally be issued only after receipt of written proposals and supporting cost estimates.

(b) Task orders will describe the specific work to be performed, the time for performance, the price and cost ceiling. They will also show the appropriation accounts to be charged.

(c) Task orders will not be effective unless signed by both parties.

(2) Procedure for task orders containing monetary limitations. (a) A.I.D. will neither make any final commitment nor authorize any work by the Contractor pursuant to a task order until prices have been established, unless the task order establishes a monetary limitation on the obligation of A.I.D. and either

(1) The Contracting Officer determines that the procedures contained in this agreement are adequate for arriving at prices as early in contract performance as practical and in no event will they be established on a retroactive basis; or

(11) The Contracting Officer determines that the need for the services is compelling and of unusual urgency, as when the Government would be seriously injured, financially or otherwise, if the services were not furnished by a certain date and they could not be furnished by that date if the Contractor is not allowed to start work until prices have been established.

(b) If a task order is issued and accepted as provided in subparagraph A(2)(a) above, the parties will proceed to establish a definite price for the entire task order as soon as practicable. Failure to reach agreement on price in these circumstances will constitute a dispute subject to the procedures of the Disputes Clause.

(c) When a definite price is established after a task order is signed by the parties, the price will be stated in an amendment to the task order. The amendment will delete the monetary limitation in the task order, substitute in its place the established price, and include a citation of the funds obligated for the established price.

ARTICLE V-TYPES OF TASK ORDER SERVICES

Examples of the kinds of services which may be required under task orders are as follows:

A Reconnaissance investigation of proposed engineering and construction activities. Based upon available reports, data, information, and on-site observations, the Contractor shall analyze and evaluate such activities for the purpose of determining whether they merit further investigation for the recipient country.

B. Investigation of Scope of Work for feasibility studies.

C. Review of project reports and plans of all types of capital development projects. Such review shall stress the economic and engineering soundness of the projects and shall include: Specific benefit-cost ratio analysis; adequacy of basic data; project planning and designs; cost estimates for construction, maintenance, and operation; construction schedules; availability of markets; and source, price, and adequacy of raw materials and labor.

D. Assistance in the development of relevant data suitable for use in contracting for required architect and engineering, construction, and operation and maintenance services. E. Field inspection and evaluations of projects and equipment.

F. Assistance in the procurement of equipment and materials including the preparation of equipment specifications.

G. Preparation of preliminary and final designs.

H. Construction supervision or inspection.

ARTICLE VI-RESTRICTIONS DURING TASK ORDER ASSIGNMENTS AND WORK RESULTING THERE

FROM

A. The Contractor may, at AID's discretion, be barred from further work on any AID nanced project or work directly related to the performance of any task order issued hereunder.

B. Contractor employees performing services under any task order issued hereunder shall not solicit or accept additional work in the Cooperating Country until all work called for by the task order has been completed.

ARTICLE VIII-TECHNICAL DIRECTIONS
AGREEMENT

This Basic Ordering Agreement shall be reviewed, at least annually, before the anniversary of its effective date, and revised, as necessary, to conform with the requirements of Part 1-3 of the Federal Procurement Regulations. Modifications to the Basic Ordering Agreement shall not have retroactive effect.

ARTICLE VII-REVIEW OF BASIC ORDERING Performance of the work hereunder shall be subject to technical directions by the AID Office of Engineering. As used herein, “Technical Directions" are directions to the Contractor which fill in details, suggest possible lines of inquiry, or otherwise complete the general scope of the work. Technical directions must be within the terms of the task orders issued hereunder and shall not change or modify them in any way.

ARTICLE IX-FIXED RATES FOR SERVICES

In accordance with Clause 18 of the General Provisions, the Contractor shall be paid at the following daily fixed rates for the authorized services of its employees under any task order issued hereunder:

ARTICLE X-PERSONNEL COMPENSATION

(a) Fixed rates during travel. Fixed rates paid while in travel status will not be reimbursed for a travel period greater than the time required for travel by the most direct and expeditious air route.

(b) Fixed rates during return of overseas employees. Fixed rates paid to an employee serving overseas who is discharged by the Contractor for misconduct or security reasons will in no event be reimbursed for a period which extends beyond the time required to return him promptly to his point of origin by the most expeditious air route.

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(c) Consultants. Consultant services for a maximum number of days will be reimbursed in connection with the services to be provided hereunder. No compensation for consultants will be reimbursed unless their use under the contract has the advance written approval of the Contracting Officer, and if such provision has been made or approval given, compensation shall not exceed, without specific approval of the rate by the Contracting Officer, the current compensation or the highest rate of annual compensation received by the consultant during any full year of the immediately preceding 3 years. There is a ceiling on a reimbursable compensation for any consultant of $100 per day and a total period of service for each consultant not to exceed 90 week days in any 12-month period, unless advance written approval is given by the Contracting Officer. (d) Third country and Cooperating Country nationals. No compensation for third country or Cooperating Country nationals

will be reimbursed unless their use under the contract is authorized in the Schedule or has the prior written approval of the Contracting Officer. Salaries paid to such persons may not, without specific written approval of the Contracting Officer, exceed either the Contractor's established policy and practice; or the level of salaries paid to equivalent personnel by the A.I.D. Mission in the Cooperating Country; or the prevailing rates in the Cooperating Country, as determined by A.I.D., paid to personnel of equivalent technical competence.

(e) Workweek-Nonoverseas employees. The workweek for the Contractor's nonoverseas employees shall not be less than the established practice of the Contractor.

Overseas employees. The workweek for the Contractor's overseas employees shall not be less than 40 hours and shall be scheduled to coincide with the work week for those employees of the A.I.D. Mission and the Cooperating Country associated with the work of any task order under this contract.

ARTICLE XI-GENERAL PROVISIONS

The attached General Provisions (Form GP/BOA/Engineering Services, 3-67), numbers 1 through 46, omitting number(s) are incorporated in each task order issued hereunder, unless otherwise specifically provided in the Task Order.

AID Form GP/BOA/Engineering
Services, 3-67

(a) "A.I.D." shall mean the Agency for International Development.

(b) "Administrator" shall mean the Administrator or The Deputy Administrator of the Agency for International Development.

(c) "Contract" includes each task order and the basic ordering agreement under which issued.

(d) "Contracting Officer" shall mean the person executing this contract on behalf of the U.S. Government and any other government employee who is a properly designated Contracting Officer; and the term includes, except as otherwise provided in this contract, the authorized representative of a Contracting Officer acting within the limits of his authority.

(e) "Cooperating Country or Countries" shall mean the foreign country or countries in which services are to be rendered hereunder.

(f) "Government" shall mean the U.S. Government.

(g) "Cooperating Government" shall mean he government of the Cooperating Country. (h) "Mission" shall mean the U.S. A.I.D. Mission to, or principal A.I.D. office in, the Cooperating Country.

(i) "Mission Director" shall mean the principal officer in the Mission in the Cooperating Country.

(j) "Contractor Employee" shall mean an employee of the Contractor assigned to work under this contract.

(k) "Regular Employee" shall mean a Contractor employee appointed to serve 1 year or more in the Cooperating Country.

(1) "Short Term Employee" shall mean a Contractor employee appointed to serve less than 1 year in the Cooperating Country.

(m) "Consultant" shall mean any especially well qualified person who is engaged on a temporary or intermittent basis to advise the Contractor and who is not an officer or employee of the Contractor who performs other duties for the Contractor.

(n) "Federal Procurement Regulations (FPR)" when referred to herein shall include Agency for International Development Procurement Regulations (AIDPR).

(0) "Local currency" shall mean the currency of the Cooperating Country.

(p) "Traveler" shall mean the Contractor's Regular Employees, Dependents of the Contractor's Regular Employees, the Contractor's Short Term Employees, Consultants and, as authorized by the Contracting Officer, the Contractor's Officers and Executives, or other persons.

(q) "Economy Class" air travel (also known as jet-economy, air coach, touristclass, etc.) shall mean a class of air travel which is less than first class.

2. BIOGRAPHICAL DATA

Contractor agrees to furnish to the Contracting Officer, on forms provided for that purpose, biographical information on the following individuals to be employed in the performance of the contract: (1) All individuals to be sent outside the United States, (2) key personnel. Biographical data on other individuals employed under this contract shall be available for review by A.I.D. at the Contractor's principal place of busi

ness.

3. PERSONNEL

(a) Approval. No individual shall be sent outside of the United States by the Contractor to perform work under the contract without the prior written approval of the Contracting Officer; nor shall any individual be engaged outside the United States or assigned when outside the United States to perform work outside the United States under the contract without such approval unless otherwise provided in the contract or unless the Contracting Officer otherwise agrees in writing.

(b) Physical fitness of employees—(1) Predeparture. Contractor shall exercise reasonable precautions in assigning employees for work under the contract in the Cooperating Country to assure that such employees are physically fit for work and residence in the Cooperating Country. In carrying out this responsibility Contractor shall require all such employees (other than those hired in the Cooperating Country) to be examined by a licensed doctor of medicine. Contractor shall require the doctor to certify that, in the doctor's opinion, the employee is physically qualified to engage in the type of activity for which he is employed and the employee is physically qualified to reside in the country to which the employee is recommended for duty. If Contractor has no such medical certificate on file prior to the departure for the Cooperating Country of any employee and such employee is unable to

perform the type of activity for which he is employed and complete his tour of duty because of any physical disability (other than physical disability arising from an accident while employed under this contract), Contractor shall not be reimbursed for the return transportation costs of the physically disabled employee and his effects.

(c) Conformity to laws and regulations of Cooperating Country. Contractor agrees to use its best efforts to assure that its personnel, while in the Cooperating Country, will abide by all applicable laws and regulations of the Cooperating Country and political subdivisions thereof.

(d) Sale of personal property or automobiles. The sale of personal property or automobiles by Contractor employees in the Cooperating Country shall be subject to the same limitations and prohibitions which apply to U.S. Nationals employed by the Mission.

(e) Conflict of interest. Other than work to be performed under the contract for which an employee or consultant is assigned by the Contractor, no regular or short term employee or consultant of the Contractor shall engage, directly or indirectly, either in his own name or in the name or through the agency of another person, in any business, profession or occupation in the Cooperating Country or other foreign countries to which he is assigned, nor shall he make loans or investments to or in any business, profession or occupation in the Cooperating Country or other foreign countries to which he is assigned.

(f) Right to recall. On the written request of the Contracting Officer or of a cognizant Mission Director, the Contractor will terminate the assignment of any individual to any work under the contract and, as requested, will use its best efforts to cause the return to the United States of the individual from overseas or his departure from a foreign country or a particular foreign locale.

4. ALLOWANCES

The Contractor will be reimbursed for the actual costs of subsistence (per diem) allowance paid to its authorized personnel performing services in a Cooperating Country under the contract. Such allowances shall not exceed the rates prescribed by the Standardized Government Travel Regulations, as from time to time amended.

5. TRAVEL AND TRANSPORTATION

(a) U.S. travel and transportation—(1) Necessary transportation costs. The Contractor shall be reimbursed for actual transportation costs, and travel allowances of travelers in accordance with the established practice of the Contractor for travel within the United States directly referable to the contract and not continuous with travel to and from the Cooperating Country. Such transportation costs shall not be reimbursed in an amount greater than the cost of, and time required for, economy class commercial

scheduled air travel by the most expeditious route unless economy air travel or economy air travel space are not available and the Contractor certifies to the facts in the voucher or other documents retained as part of his contract records to support his claim on postaudit. Such travel allowances shall be in accordance with the established practice of the Contractor for travel within the United States; Providing, That it shall not exceed the rates and basis for computation of such rates as provided in the Standardized Government Travel Regulations, as from time to time amended.

(2) Actual expense basis. Travel on an actual expense basis may be authorized or approved personally and in writing by the Contractor's Chief Executive Officer, or equivalent official, when he determines that unusual circumstances of the assignment will require expenditures greatly in excess of the maximum per diem allowance provided herein. Payment on an actual expense basis is limited to specific travel assignments and should be used only in exceptional cases and not merely to cover a small amount of costs in excess of per diem. Normally the authorization will be limited to cases where the cost of lodging (exclusive of meals) at available hotels absorbs practically all of the per diem allowance. In no event, however, shall the amount authorized exceed the applicable maximum amount allowable under section 6.12 of the Standardized Government Travel Regulations, as from time to time amended. The required written authorization as approval and receipts covering all expenses claimed hereunder shall be filed by the traveler with his voucher and shall be retained as a part of the Contractor's records to support the Contractor's claim for reimbursement.

(b) Overseas travel and transportation(1) International travel. The Contractor shall be reimbursed for actual transportation costs and travel allowances of travelers from normal place of residence in the United States (or other location as approved by the Contracting Officer) to post of duty in the Cooperating Country and return to normal place of residence in the United States (or other location as approved by the Contracting Officer) upon completion of services by the individual. Such transportation costs shall not be reimbursed in an amount greater than economy class commercial schedule air travel by the most expeditious route, except as otherwise provided paragraph (5) below and unless economy air travel or economy air travel space are not available and the Contractor certifies to the facts in the voucher or other documents retained as part of his contract records to support his claim or for postaudit. When travel to or from the Cooperating Country is by economy class accommodations the Contractor will be reimbursed for transporting up to fifty (50) pounds of accompanied personal baggage per traveler in addition to that regularly allowed

in

with the economy ticket. Travel allowances for such travelers shall be at the rate of $6 per day for not more than the travel time required by scheduled economy class commercial air carrier using the most expeditious route and computed in accordance with the Standardized Government Travel Regulations as from time to time amended. One stopover en route for a period of not to exceed twenty-four (24) hours is allowable when the traveler uses economy class accommodations for a trip if fourteen (14) hours or more of schedule duration. Such stopover shall not be authorized when travel is by indirect route. Per diem during such stopover shall be paid in accordance with the established practice of the Contractor, but not to exceed the amounts stated in the Standardized Government Travel Regulations, as from time to time amended.

(2) Local travel. The Contractor shall be reimbursed at the rates established by the Mission Director for transportation of travelers in the Cooperating Country in connection with duties directly referable to work under this contract. In the absence of such established rates, the Contractor shall be reimbursed for actual costs of transportation of travelers in the Cooperating Country if not provided by the Cooperating Government or the Mission in connection with duties directly referable to work hereunder, including travel allowances at rates prescribed by the Standardized Government Travel Regulations, as from time to time amended.

(3) Special international travel and third country travel. Upon the prior written approval of the Contracting Officer or the Mission Director, the Contractor shall be reimbursed for (1) the costs of international transportation of travelers other than between the United States and the Cooperating Country and for local transportation within other countries and (2) travel allowance for travelers while in travel status and while performing services under the contract in such other countries at rates prescribed by the Standardized Government Travel Regulations, as from time to time amended, when such travel advances the purposes of the contract and is not otherwise provided for by any of the Cooperating Countries.

(4) Indirect travel for personal convenience. When travel is performed by an indirect route for the personal convenience of the traveler, the allowable costs of such travel will be computed on the basis of the cost of economy class air fare via the direct usually traveled route. If such costs include fares for air or ocean transportation by foreign flag carriers, approval for indirect travel by such foreign flag carriers must be obtained from A.I.D./Washington or the Mission before such travel is undertaken, otherwise only that portion of travel accomplished by U.S.-flag carriers will be reimbursable within the above limitation of allowable costs.

(5) Delays en route. The Contractor may grant to travelers reasonable delays en route,

not circuitous in nature while in travel status, caused by events beyond the control of such travelers or Contractor, other than those caused by physical incapacitation.

(6) Travel by privately owned automobile. The Contractor shall be reimbursed for the cost of travel performed by regular employees in their privately owned automobiles at the rate of twelve (12) cents per mile not to exceed the cost by the most direct economy air route between the points so traveled.

(7) Emergency and irregular travel and transportation. Actual transportation costs and travel allowances while en route, as provided in this section will also be reimbursed under the following conditions:

(i) The costs of going from post of duty in the Cooperating Country to the United States or other approved location for Contractor employees and dependents, when the Mission Director determines that, because of reasons or conditions beyond the employee's control, the employee has not completed his required service in the Cooperating Country or the dependent must leave the Cooperating Country. The Mission Director may also authorize the return to the Cooperating Country of such employees and dependents.

(ii) The reasons or conditions referred to in paragraph (i), next above, include but are not necessarily limited to the following:

(I) Need for medical care beyond that available within the area to which the employee is assigned, or serious effect on physical or mental health if residence is continued at assigned post of duty, subject, in either case, to the limitations stated in the provision of this contract entitled "Physical Fitness of Employees and Dependents."

(II) Death, or serious illness or injury of a member of the immediate family of the employee or the immediate family of the employee's spouse. "Serious illness or injury" is defined as one in which death is imminent or likely to occur as based on competent medical opinion; or one in which the absence of the employee or dependent would result in great personal hardship. "Immediate family" is defined as the mother or father of the employee or spouse, including stepparents or adoptive parents, the spouse of the employee. or children of the employee and/or spouse including stepchildren or adoptive children, regardless of age.

Ordinarily, only one member of a family may travel at contract expense on emergency visitation travel. However, there may be exceptional circumstances, such as critical injury to a dependent child attending school outside the post of assignment which would require the presence of the employee and/ or dependent(s). In such cases the limitations prescribed in this provision apply to each traveler; for example if more than one person travels, the deductible described below applies to each traveler.

An employee or dependent is limited to one round trip for each serious illness or injury of each immediate family member.