Government Subcontract Rider

FARS/DFARS FLOW DOWN CLAUSES

I. Incorporation of FAR and DFARS Clauses:

When the Products or services furnished under this Order are furnished in connection with a U.S. Government prime contract or subcontract, the following Federal Acquisition Regulation (FAR) and Department of Defense FAR Supplement (DFARS) clauses identified below shall also apply to this Order, as required by terms of the prime contract or by operation of law or regulation. Said FAR and DFARS clauses are incorporated into this Order by reference, with the same force and effect as if they were given in full text. The effective version of each FAR or DFARS clause shall be the same version as appears in Purchaser’s prime contract, or higher-tier subcontract under which this Order is issued. In the event there is no such equivalent clause in Purchaser’s prime contract or higher-tier subcontract, the date shall be the regulatory date in effect as of the date of this Order.

The applicability and interpretation of each clause are subject to any specific parenthetical statement following its title. In the event of a conflict between these FAR or DFARS provisions and the terms of the main body of this Order, the terms in the main body of this Order shall control. The Contracts Disputes Act shall have no application to this Order. Any reference to a “Disputes” clause shall mean the “Disputes” clause of this Order.

Seller agrees to negotiate in good faith with Purchaser to amend and incorporate into this Order any additional clauses as TEC may deem necessary in order to comply with the clauses of its prime contract or higher tier subcontract. If any such amendment causes an increase or decrease in the cost of, or the time required for, performance of any part of this Order, an equitable adjustment shall be made by Purchaser pursuant to the “Changes” clause of this Order.

II. Interpretation Notes:

In all FAR and DFARS clauses listed below, the terms “Government”, “Contractor”, and “Contracting Officer” shall be revised to suitably identify Purchaser and Seller and affect the proper intent of the clause, except where further clarified or modified in the parenthetical that follows each clause. Notwithstanding the foregoing, nothing herein shall be construed to mean that Purchaser may modify or limit any rights the United States Government may have as set forth in the FAR and DFARS clauses below. Nor shall anything herein be construed to provide Seller with rights that only the United States Government has the authority to grant or perform, such as in FAR 52.227-1 and FAR 52.227-2. All Seller contact with the prime contract or any higher-tier subcontractor relating to this Order shall be through or coordinated with Purchaser.

III. FAR And DFARS Clauses:

A. Clauses Applicable to All Purchase Orders:
Clause Description Notes
FAR 52.204-9 Personal Identity Verification of Contractor Personnel
FAR 52.211-5 Material Requirements
FAR 52.211-15 Defense Priority and Allocation Requirements
FAR 52.215-20 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data
FAR 52.215-21 Requirements for Cost or Pricing Data or Information Other Than Cost or Pricing Data-Modification
FAR 52.222-1 Notice to Government of Labor Dispute
FAR 52.222-41 Service Contract Act of 1965
FAR 52.222-50 & Alt 1 Combating Trafficking in Persons and Alternate 1
FAR 52.223-3 Hazardous Material Identification and Material Safety Data
FAR 52.223-5 Pollution Prevention and Right-to-Know Information
FAR 52.223-7 Notice of Radioactive Materials
FAR 52.223-11 Ozone-Depleting Substances
FAR 52.223-18 Contractor Policy to Ban Text Messaging While Driving
FAR 52.224-2 Privacy Act
FAR 52.225-1 Buy American Act-Supplies
FAR 52.225-8 Duty-Free Entry
FAR 52.225-13 Restrictions on Certain Foreign Purchases
FAR 52.227-9 Refund of Royalties
FAR 52.227-10 Filing of Patent Applications-Classified Subject Matter
FAR 52.227-11 Patent Rights-Ownership by the Contractor
FAR 52.227-14 Rights in Data- General
FAR 52.227-19 Commercial Computer Software License
FAR 52.234-1 Industrial Resources Develop Under Defense Production Act Title III
FAR 52.243-1 Changes-Fixed Price
FAR 52.243-6 Change Order Accounting
FAR 52.244-6 Subcontracts for Commercial Items
FAR 52.245-1 & Alt 1 Government Property Includes Alt 1 when applicable.
FAR 52.245-9 Use and Charges
FAR 52.246-15 Responsibility for Supplies
FAR 52.247-63 Preference for U.S.-Flag Air Carriers
FAR 52.247-64 Preference for Privately Owned U.S.-Flag Commercial Vessels
DFARS 252.204-7000 Disclosure of Information
DFARS 252.204-7008 Export-Controlled Items
DFARS 252.211-7003 Item Identification and Valuation
DFARS 252.211-7007 Item Unique Identification of Government Property
DFARS 252.222-7000 Restrictions of Employment of Personnel
DFARS 252.223-7001 Hazard Warning Labels
DFARS 252.223-7002 Safety Precautions for Ammunition and Explosives
DFARS 252-223-7003 Change in Place of Performance- Ammunition and Explosives
DFARS 252.223-7006 Prohibition on Storage and Disposal of Toxic and Hazardous Materials
DFARS 252.223-7007 Safeguarding Sensitive Conventional Arms, Ammunition and Explosives
DFARS 252.225-7001 Buy American Act and Balance of Payments Program
DFARS 252.225-7002 Qualifying Country Sources as Subcontractors
DFARS 252.225-7007 Prohibition on Acquisition of United States Munitions List Items from Communist Chinese Military Companies
DFARS 252.225-7013 Duty-Free Entry
DFARS 252.225-7014 Preference for Domestic Specialty Metals and Alternate 1 Applicable to subcontracts in support of prime contracts issued prior to July 2009.
DFARS 252.225-7016 Restriction on Acquisition of Ball and Roller Bearings
DFARS 252.225-7019 Restriction on Acquisition of Foreign Anchor and Mooring chain
DFARS 252.225-7025 Restriction on the Acquisition of Forgings
DFARS 252.225-7027 Restriction on Contingent Fees for Foreign Military Sales
DFARS 252.225-7028 Exclusionary Policies and Practices of Foreign Governments
DFARS 252.225-7030 Restriction on Acquisition of Carbon, Alloy, and Armor Steel Plate
DFARS 252.225-7031 Secondary Arab Boycott of Israel
DFARS 252.225-7038 Restriction on Acquisition of Air Circuit Breakers
DFARS 252.227-7013 Rights in Technical Data-Noncommercial Items
DFARS 252.227-7014 Rights in Noncommercial Computer Software and Noncommercial Computer Software Documentation
DFARS 252.227-7015 Technical Data-Commercial Items
DFARS 252.227-7016 Rights in Bid or Proposal Information
DFARS 252.227-7017 Identification and Assertion of Use, Release, or Disclosure Restrictions
DFARS 252.227-7019 Validation of Asserted Restrictions-Computer Software
DFARS 252.227-7025 Limitation on the Use or Disclosure of Government Furnished Information Marked with Restrictive Legends
DFARS 252.227-7026 Deferred Delivery of Technical Data or Computer Software
DFARS 252.227-7027 Deferred Ordering of Technical Data or Computer Software
DFARS 252.227-7028 Technical Data or Computer Software Previously Delivered to the Government
DFARS 252.227-7030 Technical Data-Withholding of Payment
DFARS 252.227-7037 Validation of Restrictive Markings on Technical Data
DFARS 252.227-7038 Patent Rights- Ownership by the Contractor (Large Business)
DFARS 252.227-7039 Patents-Reporting of Subject Inventions
DFARS 252.228-7001 Ground and Flight Risk
DFARS 252.228-7005 Accident Reporting and Investigation Involving Aircraft, Missiles, and Space Launch Vehicles
DFARS 252.235-7003 Frequency Authorization
DFARS 252.239-7016 Telecommunications Security, Equipment, Devices, Techniques, and Services
DFARS 252.244-7000 Subcontracts for Commercial Items and Commercial Components
DFARS 252.246-7001 Warranty of Data
DFARS 252.247-7023 Transportation of Supplies by Sea
B. Additional Clauses Applicable to All Purchase Orders over $10,000:
Clause Description Notes
FAR 52.222-21 Prohibition of Segregated Facilities
FAR 52.222-22 Previous Contracts and Compliance Reports
FAR 52.222-25 Affirmative Action Compliance
FAR 52.222-26 Equal Opportunity
FAR 52.222-40 Notification of Employee Rights Under the National Labor Relations Action Applies to subcontracts exceeding $10,000.
FAR 52.228-3 Workers’ Compensation Insurance (Defense Base Act)
FAR 52.228-4 Workers’ Compensation and War Hazard Insurance Overseas
29 CFR Part 471, Appendix A to Supbpart A Notification of Employee Rights Under Federal Labor Laws (The employee notice clause specified in 29 CFR Part 471, Appendix A to Subpart A. Applies to prime contracts and subcontracts resulting from solicitations issued after June 20, 2010.
C. Additional Clauses Applicable to All Purchase Orders over $15,000:
Clause Description Notes
FAR 52.204-10 Reporting Executive Compensation and First-Tier Subcontract Awards Applicable to subcontracts exceeding $25,000.
FAR 52.209-6 Protecting the Government’s Interest When Subcontracting with Contractors Debarred, Suspended, or Proposed for Debarment Applies to subcontracts exceeding $30,000.
FAR 52.222-20 Walsh-Healy Public Contracts Act
FAR 52.222-36 Affirmative Action for Workers with Disabilities
D. Additional Clauses Applicable to All Purchase Orders over $100,000:
Clause Description Notes
FAR 52.222-35 Equal Opportunity for Veterans
FAR 52.222-37 Employment Reports on Veterans
E. Additional Clauses for Purchase Orders over $150,000:
Clause Description Notes
FAR 52.202.1 Definitions
FAR 52.203-2 Certificate of Independent Price Determination
FAR 52.203-3 Gratuities
FAR 52.203-5 Covenant Against Contingent Fees
FAR 52.203-6 Restrictions on Subcontractor Sales to the Government
FAR 52.203-7 Anti-Kickback Procedures Remove paragraph (c)(1).
FAR 52.203-12 Limitation on Payments to Influence Certain Federal Transaction
FAR 52.203-8 Cancellation, Rescission, and Recovery of Funds for Illegal or Improper Activity
FAR 52.203-10 Price or Fee Adjustment for Illegal or Improper Activity
FAR 52.203-11 Certification and Disclosure Regarding Payments to Influence Certain Federal Transactions
FAR 52.209-5 Certification Regarding Responsibility Matters
FAR 52.215-2 Audit and Records Negotiation
FAR 52.215-14 Integrity of Unit Prices Remove paragraph (b)
FAR 52.219-8 Utilization of Small Business Concerns
FAR 52.222-4 Contract Work Hours and Safety Standards Act-Overtime Compensation
FAR 52.222-54 Employment Eligibility Verification
FAR 52.227-1 Authorization and Consent and Alternative 1 Applicable only if included in prime contract.
FAR 52.227-2 Notice and Assistance Regarding Patent and Copyright Infringement
FAR 52.228-5 Insurance-Work on a Government Installation
FAR 52.242-13 Bankruptcy
FAR 52.244-5 Competition in Subcontracting
FAR 52.246-2 Inspection of Supplies-Fixed Price
FAR 52.248-1 Value Engineering
FAR 52.249-2 Termination for Convenience of the Government (Fixed-Price). In paragraph (d), revise “45 days” to state “60 days”. In paragraph (e), revise “1 year” to state “90 days”. In paragraph (l), revise “90 days” to state “60 days”.
FAR 52.249-8 Default (Fixed-Price Supply and Service)
DFARS 252.203-7001 Prohibition of Persons Convicted of Fraud or Other Defense Contract Related Felonies
DFARS 252.209-7004 Subcontracting with Firms That Are Owned or Controlled by the Government of a Terrorist Country
DFARS 252.225-7008 Restriction on Acquisition of Specialty Metals
DFARS 252.225-7009 Restriction on Acquisition of Certain Articles Containing Specialty Metals
DFARS 252.225-7012 Preference for Certain Domestic Commodities
DFARS 252.225-7015 Restriction on Acquisition of Hand or Measuring Tools
DFARS 252.247-7024 Notification of Transportation of Supplies by Sea
DFARS 252.249-7002 Notification of Anticipated Contract Terminations or Reductions Remove paragraph (d)(1).
DFARS 252.226-7001 Utilization of Indian Organizations, India-Owned Economic Enterprises, and Native Hawaiian Small Business Concerns Applicable to Purchase Orders over $500,000.
F. Additional Clauses Applicable to All Purchase Orders over $500,000:
Clause Description Notes
FAR 52.209-7 Information Regarding Responsibility Matters
FAR 52.209-9 Updates of Publicly Available Information Regarding Responsibility Matters
G. Additional Clauses for Purchase Orders Over $650,000:
Clause Description Notes
FAR 52.219-9 Small Business Subcontracting Plan
FAR 52.219-16 Liquidated Damages-Subcontracting Plan
DFARS 252.219-7003 Small Business Subcontracting Plan (DoD Contracts)
DFARS 252.225-7006 Quarterly Reporting of Actual Contract Performance Outside of the United States
H. Additional Clauses Applicable to Purchase Orders Over $700,000:
Clause Description Notes
FAR 52.215-10 Price Reduction for Defective Cost or Pricing Data
FAR 52.215-11 Price Reduction for Defective Cost or Pricing Data- Modifications
FAR 52.215-12 Subcontractor Cost or Pricing Data
FAR 52.215-13 Subcontractor Cost or Pricing Data Modifications
FAR 52.215-15 Pension Adjustments and Asset Reversions
FAR 52.215-18 Reversion or Adjustment of Plans for Postretirement Benefits (PRB) Other than Pensions
FAR 52.215-19 Notification of Ownership Changes
FAR 52.215-23 Limitation on Pass-Through Charges
FAR 52.230-2 Cost Accounting Standards
FAR 52.230-3 Disclosure and Consistency of Cost Accounting Practices
FAR 52.230-6 Administration of Cost Accounting Standards
DFARS 252.215-7003 Excessive Pass-Through Charges-Identification of Subcontract Effort Remove paragraph (c)(1)
DFARS 252.215-7004 Excessive Pass-Through Charges
DFARS 252.231-7000 Supplemental Cost Principles
DFARS 252.243-7001 Pricing of Contract Modifications
I. Additional Clauses Applicable to Purchase Orders Over $1,000,000:
Clause Description Notes
DFARS 252.211-7000 Acquisition Streamlining
DFARS 252.225-7033 Waiver of United Kingdom Levies
DFARS 252.222-7006 Restricting the Use of Mandatory Arbitration Agreements. Applicable to Purchase Orders issued under prime contracts awarded after June 17, 2010, except for acquisition of commercial items or COTS items.
J. Additional Clauses Applicable to Purchase Order Over $5,000,000:
Clause Description Notes
FAR 52.203-13 Contractor Code of Business Ethics and Conduct Applicable if the period of performance is more than 120 days.
FAR 52.203-14 Display of Hotline Poster(s)