FLOW DOWN PROVISIONS FOR SUBCONTRACT / PURCHASE ORDERS UNDER A U.S. GOVERNMENT PRIME CONTRACT (COMMERCIAL)
This Agreement is entered into by Buyer and Seller in support of a U.S. Government Contract. The Federal Acquisition Regulation (FAR) and Defense Federal Acquisition Regulation Supplement (DFARS) clauses referenced below are incorporated herein by reference, with the same force and effect as if they were given in full text, and are applicable, including any notes following the clause citation, during the performance of this Agreement unless made inapplicable by their respective notes, if any. The effective version of each provision shall be the same version in effect at the time the Order is placed or the previous version of the clause incorporated into the Buyer’s Prime Contract, if different.
In the event of a conflict between these FAR and DFARS provisions and the Brown Point Facility Management Solutions, LLC. Purchase Terms and Conditions, the FAR and DFARS provisions shall control. In the event of a conflict between the clauses listed below and the Buyer’s Prime Contract, the Buyer’s Prime Contract shall prevail. Where applicable, the terms “government,” “Contracting Officer,” and similar terms shall mean “Buyer,” and the term “Contractor” and similar terms shall mean “Seller.” The full text of a clause may be accessed electronically at URL: http://farsite .hill.af.mil/vffar1.htm
Section 1- DEFINITIONS
As used throughout this Agreement:
(A) “Agreement” means these terms and conditions, purchase orders or purchase agreements issued to Seller referencing these terms and conditions, and any supply agreements, specifications, statements of work, or other papers referenced in such purchase orders or purchase agreements.
(B) “Buyer” means Brown Point Facility Management Solutions, LLC (BP) (or, as the case may be, a subsidiary of BP) issuing the Order.
(C) “Goods” means all products contracted for by Buyer and supplied by Seller under this Agreement, including all components, raw materials, and intermediate assemblies thereof.
(D) “Order” means a purchase order, change order, subcontract or contract for the Goods or Services.
(E) “Prime Contract” means a contract defined by a government contract number printed on purchase orders or purchase agreements issued pursuant to this Agreement.
(F) “Seller” means the person or company contracting with Buyer to provide the Goods or Services.
(G) “Services” means those services contracted for by Buyer and supplied by Seller under this Agreement and as may further be described in purchase orders, purchase agreements, statements of work, specifications, or other papers included in this Agreement.
Section 2- AMENDMENTS REQUIRED BY PRIME CONTRACT
Seller agrees to negotiate with Buyer to incorporate additional provisions herein or to change provisions as Buyer reasonably deems necessary to comply with amendments or modifications to the applicable Prime Contract.
Section 3- FAR AND DFARS PROVISIONS INCORPORATED BY REFERENCE
A. The following FAR clauses are applicable as identified below:
1. The following FAR clauses apply to this Contract regardless of value
52.204-21 BASIC SAFEGUARDING OF COVERED CONTRACTOR INFORMATION SYSTEMS (Applicable to all Orders where Seller will have Federal contract information, as defined by the clause, residing in or transiting through its information system).
52.219-8 UTILIZATION OF SMALL BUSINESS CONCERNS
52.222-21 PROHIBITION OF SEGREGATED FACILITIES.
52.222-26 EQUAL OPPORTUNITY.
52.222-41 SERVICE CONTRACT LABOR STANDARDS (Applicable to Orders that are subject to the Service Contract Labor Standards statute).
52.222-50 COMBATING TRAFFICKING IN PERSONS.
52.222-51 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR MAINTENANCE, CALIBRATION, OR REPAIR OF CERTAIN EQUIPMENT—REQUIREMENTS (Applicable to subcontracts for exempt services under the Services Contract Labor Standards statute).
52.222-53 EXEMPTION FROM APPLICATION OF THE SERVICE CONTRACT LABOR STANDARDS TO CONTRACTS FOR CERTAIN SERVICES—REQUIREMENTS (Applicable to subcontracts for exempt services under the Services Contract Labor Standards statute).
52.222-54 EMPLOYMENT ELIGIBILITY VERIFICATION (Applicable to (1) all Orders for commercial or non-commercial services except for commercial services that are part of the purchase of COTS item(s) or items that may be COTS item(s) but with minor modifications; (2) have a value of more than $3,500; and (3) include work performed in the United States).
52.222-55 MINIMUM WAGES UNDER EXECUTIVE ORDER 13658 (Applicable to all Orders subject to the Service Contract Labor Standards Statute or the Wage Rate Requirements Statute, and are to be performed in whole or in part in the United States.).
52.222-62 PAID SICK LEAVE UNDER EXECUTIVE ORDER 13706 (Applicable to all Orders subject to the Service Contract Labor Standards Statute or the Wage Rate Requirements Statute).
52.225-2 BUY AMERICAN ACT CERTIFICATE (Applicable to non-DoD contracts; only provisions (a) and (b) of this clause apply).
52.225-6 TRADE AGREEMENTS CERTIFICATE (Applicable to non-DoD contracts; only provisions (a) and (b) of this clause apply).
52.227-11 PATENT RIGHTS-OWNERSHIP BY THE CONTRACTOR (Applicable whenever any inventions are conceived or reduced to practice for commercial items developed in part at Government expense).
52.227-13 PATENT RIGHTS—OWNERSHIP BY THE GOVERNMENT (Applicable whenever any inventions are conceived or reduced to practice for commercial items developed in part at Government expense and where the Seller is not located in the United States, does not have a place of business located in the United States or is the subject to the control of a foreign government).
52.227-14 RIGHTS IN DATA (Applicable only to non-DOD contracts when any technical data for commercial items developed in part at Government expense will be provided for delivery to the Government under Order).
52.233-3 PROTEST AFTER AWARD (If Buyer’s customer has directed Buyer to stop performance under Prime Contract under FAR 33.1, Buyer may direct Seller in writing to stop performance of this Order by written notice to Seller).
52.242-15 STOP WORK ORDER.
52.244-6 SUBCONTRACTS FOR COMMERCIAL ITEMS.
52.246-16 RESPONSIBILITY FOR SUPPLIES.
52.247-64 PREFERENCE FOR PRIVATELY OWNED U.S. FLAG COMMERCIAL VESSELS.
2. The following FAR clause(s) apply to this Contract if the value of this Contract exceeds $10,000
52.222-40 NOTIFICATION OF EMPLOYEE RIGHTS UNDER THE NATIONAL LABOR RELATIONS ACT.
3. The following FAR clause(s) apply to this Contract if the value of this Contract exceeds $15,000
52.222-36 AFFIRMATIVE ACTION FOR WORKERS WITH DISABILITIES.
4. The following FAR clause(s) apply to this Contract if the value of this Contract exceeds $25,000
52.226-6 PROMOTING EXCESS FOOD DONATION TO NONPROFIT ORGANIZATIONS (Applicable if Seller will perform under the Order the provision, service, or sale of food in the United States).
5. The following FAR clause(s) apply to this Contract if the value of this Contract is equal to or exceeds $150,000
52.203-19 PROHIBITION ON REQUIRING CERTAIN INTERNAL CONFIDENTIALITY AGREEMENTS OR STATEMENTS.
52.215-2 AUDIT AND RECORDS NEGOTIATION.
52.222-17 NONDISPLACEMENT OF QUALIFIED WORKERS (Applicable when Services are to be performed by the Seller (1) under service contracts, (2) that succeed Orders for performance of the same or similar work at the same location, and (3) that are not exempt by FAR 22.1203-3 or waived in accordance with FAR 22.1203-3. Seller to furnish information needed by Buyer to comply with the paragraphs (d) and (e) of this clause).
52.222-35 EQUAL OPPORTUNITY FOR VETERANS.
52.222-37 EMPLOYMENT REPORTS ON VETERANS.
52.227-1 AUTHORIZATION AND CONSENT (Applicable to Orders that exceed the simplified acquisition threshold).
52.244-5 COMPETITION IN SUBCONTRACTING (Applicable to Orders that exceed the simplified acquisition threshold).