Air

Mandatory FAR/DFARS Flowdown Clauses - Commercial Item Procurements

I. Definitions

As used throughout this Subcontract, the following terms shall have the meanings set forth below:

  • The Subcontract – This executed contractual agreement between Meta Special Aerospace, Air Operations and Meta Special Aerospace, Technical Services and Seller listing supplies/services to be furnished and the consideration, therefore.
  • Subcontract – The terms “subcontract’, “purchase order,” “order” and “agreement” are interchangeable and include any amendments or change orders.
  • Buyer or Contractor – The party purchasing the supplies/services (Meta Special Aerospace, Air Operations).
  • Seller, Subcontractor or Vendor – The party that has entered into this subcontract with Meta Special Aerospace, Air Operations.
  • Government – The United States of America or any department or agency thereof.
  • Head of Agency or Secretary – The Secretary, Under Secretary, Assistant Secretary, or any other head or assistant head of an executive or military department or other federal agency of the Government of the United States of America. The term “his duly authorized representative” means any person or persons or board (other than the Contracting Officer) authorized to act for the Head of the Agency or the Secretary.
  • Procuring Agency – The department of the Government having cognizance of the prime contract.
  • Contracting Officer – The person having cognizance on behalf of the Government of the Prime Contract and any other officer or civilian employee of the Government who is properly designated as the Contracting Officer of the procuring agency. The term includes, except as otherwise provided in this subcontract, any authorized representatives of such Contracting Officer acting within the limits of his authority.
  • Provision – Any part of this subcontract or attachment thereto including, but not limited to, any referenced or incorporated agreement, specification, documentation, data, or any clause(s) or part(s) or combination(s) thereof.
  • Buyer’s Subcontract Representative – Such associate(s) of the Buyer, as the Seller has received notice from the Buyer, as having authority to act for and in behalf of the Buyer.

Therefore, in the Federal Acquisition Regulations (FAR) and Defense Federal Acquisition Regulations Supplement (DFARS) clauses incorporated herein, unless the context of a clause requires otherwise, “Government” means Buyer, “Contracting Officer” means Buyer’s Procurement or Subcontract Representative or his authorized designee, “Contractor” means Seller, and the revision date of each clause shall be the same as contained in the Prime Contract; and “Prime Contract” means the Government contract identified in This Order and under which This Order was issued.

II. Commercial Item Clause

52.244-6 Subcontracts for Commercial Items

As prescribed in 44.403, insert the following clause:

Subcontracts for Commercial Items (DEC 2013)

(a) Definitions. As used in this clause—

“Commercial item” has the meaning contained Federal Acquisition Regulation 2.101, Definitions.

“Subcontract” includes a transfer of commercial items between divisions, subsidiaries, or affiliates of the Contractor or subcontractor at any tier.

(b) To the maximum extent practicable, the Contractor shall incorporate, and require its subcontractors at all tiers to incorporate, commercial items or non-developmental items as components of items to be supplied under this contract.

(c) (1) The Contractor shall insert the following clauses in subcontracts for commercial items:

(i) 52.203-13, Contractor Code of Business Ethics and Conduct (Oct 2015) (41 U.S.C. 3509), if the subcontract exceeds $5.5 million and has a performance period of more than 120 days. In altering this clause to identify the appropriate parties, all disclosures of violation of the civil False Claims Act or of Federal criminal law shall be directed to the agency Office of the Inspector General, with a copy to the Contracting Officer.

(ii) 52.203-15, Whistleblower Protections Under the American Recovery and Reinvestment Act of 2009 (Jun 2010) (Section 1553 of Pub. L. 111-5), if the subcontract is funded under the Recovery Act.

(iii) 52.203-19, Prohibition on Requiring Certain Internal Confidentiality Agreements or Statements (JAN 2017).

(iv) 52.204-21, Basic Safeguarding of Covered Contractor Information Systems (Jun 2016), other than subcontracts for commercially available off-the-shelf items, if flow down is required in accordance with paragraph (c) of FAR clause 52.204-21.

(v) 52.219-8, Utilization of Small Business Concerns (Nov 2016) (15 U.S.C. 637(d)(2) and (3)), if the subcontract offers further subcontracting opportunities. If the subcontract (except subcontracts to small business concerns) exceeds $700,000 ($1.5 million for construction of any public facility), the subcontractor must include 52.219-8 in lower tier subcontracts that offer subcontracting opportunities.

(vi) 52.222-21, Prohibition of Segregated Facilities (Apr 2015).

(vii) 52.222-26, Equal Opportunity (Sept 2016) (E.O. 11246).

(viii) 52.222-35, Equal Opportunity for Veterans (Oct 2015) (38 U.S.C. 4212(a));

(ix) 52.222-36, Equal Opportunity for Workers with Disabilities (Jul 2014) (29 U.S.C. 793).

(x) 52.222-37, Employment Reports on Veterans (Feb 2016) (38 U.S.C. 4212).

(xi) 52.222-40, Notification of Employee Rights Under the National Labor Relations Act (Dec 2010) (E.O. 13496), if flow down is required in accordance with paragraph (f) of FAR clause 52.222-40.

(xii)(A) 52.222-50, Combating Trafficking in Persons (Mar 2015) (22 U.S.C. chapter 78 and E.O. 13627).

(B) Alternate I (Mar 2015) of 52.222-50 (22 U.S.C. chapter 78 and E.O. 13627).

(xiii) 52.222-55, Minimum Wages under Executive Order 13658 (Dec 2015), if flowdown is required in accordance with paragraph (k) of FAR clause 52.222-55.

(xiv) 52.222-59, Reserved.

(xv) 52.222-60, Reserved.

(xvi) 52.222-62, Paid Sick Leave Under Executive Order 13706 (Jan 2017) (E.O. 13706), if flowdown is required in accordance with paragraph (m) of FAR clause 52.222-62.

(xvii)(A) 52.224-3, Privacy Training (Jan 2017) (5 U.S.C. 552a) if flow down is required in accordance with 52.224-3(f).

(B) Alternate I (Jan 2017) of 52.224-3, if flow down is required in accordance with 52.224-3(f) and the agency specifies that only its agency-provided training is acceptable).

(xviii) 52.225-26, Contractors Performing Private Security Functions Outside the United States (Oct 2016) (Section 862, as amended, of the National Defense Authorization Act for Fiscal Year 2008; 10 U.S.C. 2302 Note).

(xix) 52.232-40, Providing Accelerated Payments to Small Business Subcontractors (Dec 2013), if flow down is required in accordance with paragraph (c) of FAR clause 52.232-40.

(xx) 52.247-64, Preference for Privately Owned U.S.-Flag Commercial Vessels (Feb 2006) (46 U.S.C. App. 1241 and 10 U.S.C. 2631), if flow down is required in accordance with paragraph (d) of FAR clause 52.247-64).

(2) While not required, the Contractor may flow down to subcontracts for commercial items a minimal number of additional clauses necessary to satisfy its contractual obligations.

(d) The Contractor shall include the terms of this clause, including this paragraph (d), in subcontracts awarded under this contract.

(End of clause)

III. Additional Required Clauses (as required by FAR) – Full Text

All subcontracts over $150,000 (inclusive of options) (at all tiers) except those for commercial items.

52.234-1 Industrial Resources Developed Under Defense Production Act Title III (Dec 1994)

IV. Definitions

a) Title III Industrial Resource – Materials, services, processes, or manufacturing equipment (including the processes, technologies, and ancillary services for the use of such equipment) established or maintained under the authority of Title III, Defense Production Act (50 U.S.C. App. 2091-2093).

b) Title III Project Contractor – A contractor that has received assistance for the development or manufacture of an industrial resource under 50 U.S.C. App. 2091-2093, Defense Production Act.

  • The Contractor shall refer any request from a Title III project contractor for testing and qualification of a Title III industrial resource to the Contracting Officer.
  • Upon the direction of the Contracting Officer, the Contractor shall test Title III industrial resources for qualification. The Contractor shall provide the test results to the Defense Production Act Office, Title III Program, located at Wright Patterson Air Force Base, Ohio 45433-7739.
  • When the Contracting Officer modifies the contract to direct testing pursuant to this clause, the Government will provide the Title III industrial resource to be tested and will make an equitable adjustment in the contract for the costs of testing and qualification of the Title III industrial resource.
  • The Contractor agrees to insert the substance of this clause, including paragraph (e), in every subcontract issued in performance of this contract.

(End of clause)

CLAUSE NO. | DESCRIPTION | WHEN REQUIRED

52.203-6 Restrictions on Subcontractor Sales to the Government

(when required) Except for commercial items and components.

52.203-7 Anti-Kickback Procedures

(when required) Subcontracts >$150K (at all tiers)

52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions

(when required) Flowed to all, subcontracts > $150K must certify.

52.203-12 Limitation on Payments to Influence Certain Federal Transactions

(when required) Flowed to all, subcontracts > $150K must certify.

52.203-13 Contractor Code of Business Ethics and Conduct

(when required) All subcontracts having a value in excess of $5M and performance period > 120 days.

52.204-2 Security Requirements

(when required) All subcontracts (at all tiers) involving access to classified information.

52.204-9 Personal Identity Verification of Contractor Personnel

(when required) When subcontractors are required to have routine physical access to a Federal-controlled information system.

52.214-26 Audit and Records-Sealed Bidding

(when required) All subcontracts (at all tiers) expected to exceed the threshold for submission of cost or pricing data FAR 15.403(a)(1)

52.214-28 Subcontractor Certified Cost or Pricing Data-Modifications-Sealed Bidding
(when required) Required only if in the prime contract.

52.215-2 Audit and Records-Negotiation

(when required) All subcontracts (at all tiers) that exceed the simplified acquisition threshold and that are other than FFP.

52.215-12 Subcontractor Certified Cost or Pricing Data

(when required) All subcontracts expected to exceed the simplified acquisition threshold.

52.215-13 Subcontractor Certified Cost or Pricing Data- Modifications

(when required) All subcontracts expected to exceed the simplified acquisition threshold.

52.215-14 Integrity of Unit Prices

(when required) All subcontracts over the simplified acquisition threshold and for items other than: construction or architect-engineer services; utility services; services where supplies are not required; commercial items; and petroleum products.

52.215-15 Pension Adjustments and Asset Reversions

(when required) All subcontracts that meet the requirements in FAR 15.408(g)

52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions

(when required) All subcontracts that meet the requirements in FAR 15.408(j)

52.215-19 Notification of Ownership Changes

(when required) All subcontracts that meet the requirements in FAR 15.408(k)

52.219-9 Small Business Subcontracting Plan

(when required) All subcontracts awarded in excess of $700,000 except if for commercial items and components.

52.222-4 Contract Work Hours and Safety Standards – Overtime Compensation

(when required) All subcontracts exceeding $150K (at all levels) paragraphs (a) – (d) only.

52.222-21 Prohibition of Segregated Facilities

(when required) All subcontracts subject to the Equal Opportunity clause.

52.222-26 Equal Opportunity

(when required) All subcontracts that are not exempted under Executive Order 11246.

52.222-27 Affirmative Action Compliance Requirements for Construction

(when required) All subcontracts over $10K

52.222-35 Equal Opportunity for Veterans

(when required) All subcontracts of $150K or more

52.222-36 Equal Opportunity for Workers with Disabilities

(when required) All subcontracts over $15K

52.222-37 Employment Reports on Veterans

(when required) All subcontracts $150K and more except for commercial items and components

52.222-41 Service Contract Labor Standards

(when required) All subcontracts subject to the act except those for commercial items and components.

52.224-2 Privacy Act

(when required) All subcontracts subject to the act regarding record systems.

52.225-8 Duty Free Entry

(when required) All subcontracts over $15,000 subject to duty-free purchase of foreign supplies.

52.225-13 Restrictions on Certain Foreign Purchases

(when required) All subcontracts (at all tiers)

52.227-1 Authorization and Consent

(when required) All subcontracts (at all tiers) in excess of the simplified. acquisition threshold.

52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement

(when required) All subcontracts (at all tiers) in excess of the simplified acquisition threshold.

52.227-3 Patent Indemnity Alternate III

52.227-9 Refund of Royalties

(when required) All subcontracts (at all tiers) if the royalty payment exceeds $250.
52.227-10 Filing of Patent Applications- Classified Subject Matter

(when required) All subcontracts (at all tiers) that cover or are likely to cover classified subject matter.

52.227-11 Patent Rights – Ownership by the Contractor

(when required) All subcontracts (at all tiers) for experimental, developmental or research work.

52.227-13 Patent Rights – Ownership by the Government

(when required) All subcontracts (at all tiers) for experimental, developmental or research work.

52.227-14 Rights in Data – General

52.228-3 Workers’ Compensation Insurance (Defense Base Act)

(when required) All subcontracts at all tiers

52.228-5 Insurance – Work on a Government Installation

52.229-2 North Carolina State and Local Sales and Use Tax

(when required) Construction only.

52.229-10 State of New Mexico Gross Receipts and Compensating Tax

(when required) All subcontracts (at all tiers) that meet the criteria in FAR 29.401-6(b) (1 through 3).

52.232-16 Progress Payments

(when required) To Small Businesses Only

52.236-13 Accident Prevention

(when required) All subcontracts (at all tiers)

52.237-7 Indemnification and Medical Liability Insurance

(when required) All subcontracts (at all tiers) if the effort is for health care services

52.247-3 Capability to Perform a Contract for the Relocation of a Federal Office and Alternate I (FEB 2006)

(when required) Only if subcontractor performs the move on behalf of the prime.

52.247-63 Preference for U.S.-Flag Carriers

(when required) Only if international air transportation is anticipated.

52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels

(when required) All subcontracts (at any tier) unless the prime is at or below the simplified acquisition threshold.

52.248-1 Value Engineering

(when required) All subcontracts $150K or more.

V. The following DFARS Mandatory Flow Down Clauses through Change Notice 20140528 (5/28/14) are incorporated by reference, as required by DFARS.

CLAUSE NO. | DESCRIPTION | WHEN REQUIRED

252.203-7001 Prohibition on Persons Convicted of Fraud or other Defense-Contract-Related Felonies

(when required) All first tier subcontracts in excess of the simplified acquisition threshold except those for commercial items or components

252.204-7000 Disclosure of Information

(when required) Under DoD prime contracts

252.204-7012 Safeguarding Covered Defense information and Cyber Incident Reporting (Applies only when Subcontractor will have access to CDI)

252.208-7000 Intent to Furnish Precious Metals as Government-Furnished Material

(when required) Only if the items being purchased, contain precious metals.

252.211-7000 Acquisition Streamlining

(when required) All subcontracts (at any tier) over $1,500,000

252.219-7003 Small Business Subcontracting Plan (DoD Contracts)

(when required) Under DoD prime contracts

252.222-7000 Restrictions on Employment of Personnel

(when required) All subcontracts (at all tiers)

252.223-7006 Prohibition on Storage, Treatment and Disposal of Toxic and Hazardous Material

(when required) All subcontracts (at all tiers) which require, may require, or permits a subcontractor to treat or dispose of non DoD-owned toxic or hazardous materials.

252.225-7014 Reserved

252.225-7016 Restriction on Acquisition of Ball and Roller Bearings

(when required) All subcontracts (at all tiers) unless commercial items other than ball bearings or items that do not contain ball or roller bearings.

252.225-7019 Restriction on Acquisition of Anchor and Mooring Chain

(when required) All subcontracts (at all tiers) for anchor and mooring chain four inches in diameter and under.

252.225-7025 Restriction on Acquisition of Forgings

(when required) All subcontracts at all tiers unless items purchased contain none of the restricted forging items.

252.225-7032 Waiver of United Kingdom Levies – Evaluation of Offerors

(when required) All subcontracts (at all tiers) where value is over $1 million with an U.K. firm.

252.225-7037 Evaluation of Offers for Air Circuit Breakers

(when required) All subcontracts that involve supplies to be accorded duty-free entry.

252.227-7013 Rights in Technical Data—Noncommercial Items

252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation

252.227-7016 Rights in Bid or Proposal Information

(when required) All subcontracts (all tiers)

252.227-7019 Validation of Asserted Restrictions—Computer Software

(when required) All subcontracts (at all tiers)

252.227-7033 Rights in Shop Drawings

(when required) All subcontracts (at all tiers)

252.227-7037 Validation of Restrictive Markings on Technical Data

(when required) All subcontracts (at all tiers) except for commercial items or components.

252.229-7004 Status of Contractor as a Direct Contractor (Spain)

(when required) All subcontracts (at all tiers)

252.239-7016 Telecommunications Security Equipment, Devices, Techniques, and Services

252.244-7000 Subcontracts for Commercial Items and Commercial Components (DoD Contracts)

(when required) All subcontracts (all tiers)

252.246-7003 Notification of Potential Safety Issues

(when required) All subcontracts (all tiers)

252.247-7023 Transportation of Supplies by Sea

(when required) All subcontracts (at all tiers) except for commercial items or components

252.247-7024 Notification of Transportation of Supplies by Sea

(when required) All subcontracts (at all tiers) except for commercial items or components

252.249-7002 Notification of Anticipated Contract Termination or Reduction

(when required) All subcontracts (at all tiers) valued at $150K or more