Flowdown Requirements for Firm-Fixed Price Contracts
A
INCORPORATION OF FAR CLAUSES
The Federal Acquisition Regulation (FAR) clauses referenced below are incorporated herein by
reference, with the same force and effect as if they were stated in full text, and are applicable,
including any notes following the clause citation, to this Contract. If the date or substance of any
of the clauses listed below is different from the date or substance of the clause actually
incorporated in the Prime Contract referenced by number herein, the date or substance of the
clause incorporated by said Prime Contract shall apply instead. The Contract Disputes Act, 41
U.S.C. §§ 7101, et seq., shall have no application to this Contract. Any reference to “Disputes”
or a “Disputes clause” shall mean the disputes provisions of this Contract.
B
GOVERNMENT SUBCONTRACT
This Contract is entered into by the parties in support of a U.S. Government contract. As used in
the FAR clauses and other clauses incorporated by reference below and otherwise in this
Contract:
1.
“Commercial Item” means a commercial item as defined in FAR § 2.101.
2.
“Contract” means this Contract.
3.
“Contracting Officer” shall mean the U.S. Government Contracting Officer for
Air Methods Corporation’s government prime contract under which this Contract
is entered.
4.
“Contractor” and “OFFEROR” means the SELLER, as defined in this Contract,
acting as the immediate (first tier) subcontractor to Air Methods Corporation.
5.
“Prime Contract” means the contract between Air Methods Corporation and the
U.S. Government or between Air Methods Corporation and its higher-tier
contractor who has a contract with the U.S. Government.
6.
“Subcontract” means any contract placed by the contractor or lower-tier
subcontractors under this Contract.
AS-129, Flowdowns for FFP Contracts, REV B
1 of 11
C
SUBSTITUTIONS
Whenever necessary to make the context of the clauses set forth below applicable to this
Contract:
D
1.
Substitute “Air Methods Corporation” for “Government” or “United States.”
2.
Substitute “Air Methods Corporation Procurement Representative”
“Contracting Officer,” “Administrative Contracting Officer” and “ACO.”
for
AMENDMENTS REQUIRED BY PRIME CONTRACT
SELLER agrees that upon the request of Air Methods Corporation it will negotiate in good faith
with Air Methods Corporation relative to amendments to this Contract to incorporate additional
provisions herein or to change provisions hereof, as Air Methods Corporation may reasonably
deem necessary in order to comply with the provisions of the applicable Prime Contract or with
the provisions of amendments to such Prime Contract. If any such amendment to this Contract
causes an increase or decrease in the cost of, or the time required for, performance of any part of
the work under this Contract, an equitable adjustment shall be made pursuant to the “Changes”
clause of this Contract.
E
PRESERVATION OF THE GOVERNMENT’S RIGHTS
If Air Methods Corporation furnishes designs, drawings, special tooling, equipment, engineering
data, or other technical or proprietary information (Furnished Items) which the U.S. Government
owns or has the right to authorize the use of, nothing herein shall be construed to mean that Air
Methods Corporation, acting on its own behalf, may modify or limit any rights the Government
may have to authorize the Contractor’s use of such Furnished Items in support of other U.S.
Government prime contracts.
F
FAR CLAUSES INCORPORATED BY REFERENCE
The following clauses from the Federal Acquisition Regulation (FAR) are hereby incorporated in
the Contract by reference and shall have the same force and effect as if set forth in full text. The
SELLER hereby acknowledges that it has in its possession or is otherwise familiar with all of the
referenced clauses incorporated herein and agrees to perform this Contract in accordance with
the provisions of such referenced clauses and the other provisions of this Contract. The full text
of the referenced clauses may be accessed electronically at various Internet sites, including
http://farsite.hill.af.mil and http://www.acquisition.gov.
REFERENCE
TITLE
DATE
52.202-1
Definitions
Nov 2013
52.203-2
Certificate of Independent Price Determination
Apr 1985
52.203-3
Gratuities
Apr 1984
AS-129, Flowdowns for FFP Contracts, REV B
2 of 11
52.203-5
Covenant Against Contingent Fees
May 2014
52.203-6
Restrictions on Subcontractor Sales to the Government
Sep 2006
52.203-7
Anti-Kickback Procedures
May 2014
52.203-8
Cancellation, Rescission, and Recovery of Funds for Illegal or May 2014
Improper Activity
52.203-10
Price or Fee Adjustment for Illegal or Improper Activity
52.203-11
Certification and Disclosure Regarding Payments to Influence Sep 2007
Certain Federal Transaction
52.203-12
Limitation on
Transactions
52.203-13
Contractor Code of Business Ethics and Conduct
Apr 2010
52.203-14
Display of Hotline Poster(s)
Dec 2007
52.203-15
Whistleblower Protections Under the American Recovery and Jun 2010
Reinvestment Act of 2009
52.204-2
Security Requirements
52.204-10
Reporting Executive
Subcontract Awards
52.204-11
American Recovery and Reinvestment Act – Reporting Dec 2012
Requirements
52.209-5
Certification Regarding Responsibility Matters
52.209-6
Protecting the Government’s Interest When Subcontracting Aug 2013
with Contractors Debarred, Suspended or Proposed for
Debarment
52.211-5
Material Requirements
52.211-14
Notice of Priority Rating for National Defense Use, Emergency Apr 2008
Preparedness and Energy Program Use
52.211-15
Defense Priority and Allocation Requirements
Apr 2008
52.215-2
Audit and Records – Negotiation
Oct 2010
52.215-9
Changes or Additions to Make-or-Buy Program
Oct 1997
Payments
AS-129, Flowdowns for FFP Contracts, REV B
to
Influence
Certain
May 2014
Federal Oct 2010
Aug 1996
Compensation
and
First
–
Tier Jul 2013
Apr 2010
Aug 2000
3 of 11
52.215-10
Price Reduction for Defective Certified Cost or Pricing Data
52.215-11
Price Reduction for Defective Certified Cost or Pricing Data – Aug 2011
Modifications
52.215-12
Subcontractor Certified Cost or Pricing Data
Oct 2010
52.215-13
Subcontractor Certified Cost or Pricing Data – Modifications
Oct 2010
52.215-14
Integrity of Unit Prices
Oct 2010
52.215-15
Pension Adjustments and Asset Reversions
Oct 2010
52.215-18
Reversion or Adjustment of Plans for Postretirement Benefits Jul 2005
(PRB) Other Than Pensions
52.215-19
Notification of Ownership Changes
52.215-20
Requirements for Certified Cost or Pricing Data and Data Other Oct 2010
Than Certified Cost or Pricing Data
52.215-21
Requirements for Certified Cost or Pricing Data and Data Other Oct 2010
Than Certified Cost or Pricing Data – Modifications
52.215-22
Limitations on Pass-through Charges – Identification of Oct 2009
Subcontract Effort
52.215-23
Limitations on Pass-Through Charges
Oct 2009
52.219-8
Utilization of Small Business Concerns
May 2014
52.219-9
Small Business Subcontracting Plan
Jul 2013
52.219-16
Liquidated Damages – Subcontracting Plan
Jan 1999
52.219-25
Small Disadvantaged Business Participation Program – Jul 2013
Disadvantaged Status and Reporting
52.219-28
Post-Award Small Business Program Representation
Jul 2013
52.222-1
Notice to the Government of Labor Disputes
Feb 1997
52.222-3
Convict Labor
Jun 2003
52.222-4
Contract Work Hours and Safety Standards Act-Overtime May 2014
Compensation
52.222-11
Subcontracts (Labor Standards)
AS-129, Flowdowns for FFP Contracts, REV B
Aug 2011
Oct 1997
May 2014
4 of 11
52.222-19
Child Labor – Cooperation with Authorities and Remedies
Jan 2014
52.222-20
Walsh-Healey Public Contracts Act
May 2014
52.222-21
Prohibition of Segregated Facilities
Feb 1999
52.222-26
Equal Opportunity
Mar 2007
52.222-27
Affirmative Action Compliance Requirements for Construction
Feb 1999
52.222-29
Notification of Visa Denial
Jun 2003
52.222-35
Equal Opportunity for Veterans
Jul 2014
52.222-36
Affirmative Action for Workers with Disabilities
Jul 2014
52.222-37
Employment Reports on Veterans
Jul 2014
52.222-38
Compliance
with
Requirements
52.222-40
Notification of Employee Rights Under the National Labor Dec 2010
Relations Act
52.222-41
Service Contract Act of 1965
May 2014
52.222-50
Combating Trafficking in Persons
Feb 2009
52.223-3
Hazardous Material Identification and Material Safety Data
Jan 1997
52.223-4
Recovered Material Certification
May 2008
52.223-9
Estimate of Percentage of Recovered Material Content for May 2008
EPA-Designated Items
52.223-11
Ozone-Depleting Substances
May 2001
52.223-13
Certification of Toxic Chemical Release Reporting
Aug 2003
52.223-16
Acquisition of EPEAT® - Registered Personal Computer Jun 2014
Products
52.223-18
Encouraging Contractor Policies to Ban Text Messaging While Aug 2011
Driving
52.225-1
Buy American Act – Supplies
May 2014
52.225-2
Buy American Act Certificate
May 2014
AS-129, Flowdowns for FFP Contracts, REV B
Veterans’
Employment
Reporting Sep 2010
5 of 11
52.225-8
Duty-Free Entry
Oct 2010
52.225-13
Restriction on Certain Foreign Purchases
Jun 2008
52.225-18
Place of Manufacture
Sep 2006
52.225-25
Prohibition on Contracting with Entities Engaging in Dec 2012
Sanctioned Activities Relating to Iran – Representation and
Certification
52.227-1
Authorization and Consent
52.227-2
Notice and Assistance Regarding Patent and Copyright Dec 2007
Infringement
52.227-6
Royalty Information
Apr 1984
52.227-9
Refund of Royalties
Apr 1984
52.227-10
Filing of Patent Applications – Classified Subject Matter
Dec 2007
52.227-11
Patent Rights – Ownership by the Contractor
May 2014
52.227-13
Patent Rights – Ownership by the Government
Dec 2007
52.227-14
Rights in Data – General
May 2014
52.227-15
Representation of Limited Rights Data and Restricted Dec 2007
Computer Software
52.227-16
Additional Data Requirements
Jun 1987
52.227-17
Rights in Data – Special Works
Dec 2007
52.227-18
Rights in Data – Existing Works
Dec 2007
52.227-19
Commercial Computer Software License
Dec 2007
52.227-20
Rights in Data SBIR Program
May 2014
52.227-21
Technical Data Declaration, Revision, and Withholding of May 2014
Payment – Major Systems
52.227-22
Major System – Minimum Rights
Jun 1987
52.227-23
Rights to Proposal Data (Technical)
Jun 1987
52.228-3
Workers’ Compensation Insurance (Defense Base Act)
Jul 2014
AS-129, Flowdowns for FFP Contracts, REV B
Dec 2007
6 of 11
52.229-3
Federal, State, and Local Taxes
Feb 2013
52.229-4
Federal, State, and local Taxes (State and Local Adjustments)
Feb 2013
52.229-6
Taxes – Foreign Fixed Price Contracts
Feb 2013
52.230-1
Cost Accounting Standards Notices and Certification
May 2012
52.230-6
Administration of Cost Accounting Standards
Jun 2010
52.242-2
Production Progress Reports
Apr 1991
52.242-13
Bankruptcy
Jul 1995
52.243-1
Changes – Fixed Price
Aug 1987
52.243-7
Notification of Changes
Apr 1984
52.244-2
Subcontracts
Oct 2010
52.244-5
Competition in Subcontracting
Dec 1996
52.244-6
Subcontracts for Commercial Items
Jul 2014
52.245-1
Government Property
Apr 2012
52.245-9
Use and Charges
Apr 2012
52.246-2
Inspection of Supplies – Fixed Price
Aug 1996
52.246-7
Inspection of Research and Development – Fixed Price
Aug 1996
52.246-15
Certificate of Conformance
Apr 1984
52.247-67
Submission of Transportation Documents for Audit
Feb 2006
G
DFARS CLAUSES INCORPORATED BY REFERENCE
If the Prime Contract is a Department of Defense Contract, the following Department of Defense
FAR Supplement (DFARS) clauses are also incorporated by reference in the Contract and shall
have the same force and effect as if set forth in full text. The SELLER hereby acknowledges that
it has in its possession or is otherwise familiar with all of the referenced clauses incorporated
herein and agrees to perform this Contract in accordance with the provisions of such referenced
clauses and the other provisions of this Contract. The full text of the referenced clauses may be
accessed electronically at various Internet sites, including http://farsite.hill.af.mil.
REFERENCE
AS-129, Flowdowns for FFP Contracts, REV B
TITLE
DATE
7 of 11
252.203-7000
Requirements Relating to Compensation of Former DoD Sep 2011
Officials
252.203-7001
Prohibition on Persons Convicted of Fraud or Other Dec 2008
Defense-Contract-Related Felonies
252.203-7004
Display of Fraud Hotline Poster(s)
Dec 2012
252.204-7000
Disclosure of Information
Aug 2013
252.204-7008
Export-Controlled Items
Apr 2010
252.209-7001
Disclosure of Ownership or Control by the Government of a Jan 2009
Terrorist Country
252.209-7004
Subcontracting with Firms That Are Owned or Controlled Mar 2014
by the Government of a Terrorist County
252.209-7008
Notice of Prohibition Relating to Organizational Conflict of Dec 2010
Interest – Major Defense Acquisition Program
252.209-7009
Organizational Conflicts of Interest – Major Defense Dec 2012
Acquisition Program
252.211-7000
Acquisition Streamlining
Oct 2010
252.211-7007
Reporting of Government-Furnished Property
Aug 2012
252.211-7008
Use of Government-Assigned Serial Numbers
Sep 2010
252.215-7000
Pricing Adjustments
Dec 2012
252.219-7003
Small Business Subcontracting Plan (DoD Contracts)
Jun 2012
252.219-7004
Small Business Subcontracting Plan (Test Program)
Jan 2011
252.222-7006
Restrictions on the Use of Mandatory Arbitration Dec 2010
Agreements
252.223-7006
Prohibition of Storage and Disposal of Toxic and Hazardous Apr 2012
Materials
252.223-7008
Prohibition of Hexavalent Chromium
252.225-7000
Buy American Statute – Balance of Payments Program Jan 2014
Certificate
AS-129, Flowdowns for FFP Contracts, REV B
Jun 2013
8 of 11
252.225-7001
Buy American and Balance of Payments Program
Dec 2012
252.225-7002
Qualifying Country Sources as Subcontractors
Dec 2012
252.225-7003
Report of Intended Performance Outside the United States Oct 2010
and Canada – Submission with Offer
252.225-7004
Report of Intended Performance Outside the United States Oct 2010
and Canada – Submission After Award
252.225-7006
Quarterly Reporting of Actual Contract Performance Oct 2010
Outside the United States
252.225-7007
Prohibition on Acquisition of United States Munitions List Sep 2006
Items from Communist Chinese Military Companies
252.225-7008
Restriction on Acquisition of Specialty Metals
252.225-7009
Restriction on Acquisition of Certain Articles Containing Jun 2013
Specialty Metals
252.225-7010
Duty-Free Entry – Additional Provisions
Jul 2009
252.225-7012
Preference for Certain Domestic Commodities
Feb 2013
252.225-7013
Duty-Free Entry
Oct 2013
252.225-7016
Restriction on Acquisition of Ball and Roller Bearings
Jun 2011
252.225-7019
Restriction on Acquisition of Anchor and Mooring Chain
Dec 2009
252.225-7021
Trade Agreements
Oct 2013
252.225-7025
Restriction on Acquisition of Forgings
Dec 2009
252.225-7027
Restriction on Contingent Fees For Foreign Military Sales
Apr 2003
252.225-7028
Exclusionary
Governments
252.225-7042
Authorization to Perform
252.225-7043
Antiterrorism/Force Protection Policy
Contractors Outside the United States
252.226-7001
Utilization of Indian Organizations, Indian-Owned Sep 2004
Economic Enterprises, and Native Hawaiian Small Business
Concerns
Policies
AS-129, Flowdowns for FFP Contracts, REV B
and
Practices
Mar 2013
of
Foreign Apr 2003
Apr 2003
for
Defense Mar 2006
9 of 11
252.227-7013
Rights in Technical Data – Noncommercial Items
252.227-7014
Rights in Noncommercial Computer Software
Noncommercial Computer Software Documentation
252.227-7015
Technical Data – Commercial Items
Feb 2014
252.227-7016
Rights in Bid or Proposal Information
Jan 2011
252.227-7017
Identification and Assertion of Use, Release, or Disclosure Jan 2011
Restrictions
252.227-7019
Validation of Asserted Restrictions – Computer Software
Sep 2011
252.227-7020
Rights in Special Works
Jun 1995
252.227-7021
Rights in Data – Existing Works
Mar 1979
252.227-7022
Government Rights (Unlimited)
Mar 1979
252.227-7023
Drawings and Other Data to Become Property of Mar 1979
Government
252.227-7024
Notice and Approval of Restricted Designs
252.227-7025
Limitations on the Use or Disclosure of Government- May 2013
Furnished Information Marked with Restrictive Legends
252.227-7026
Deferred Delivery of Technical Data or Computer Software
Apr 1988
252.227-7027
Deferred Ordering of Technical Data or Computer Software
Apr 1988
252.227-7030
Technical Data – Withholding of Payment
Mar 2000
252.227-7032
Rights in Technical Data and Computer Software (Foreign)
Jun 1975
252.227-7033
Rights in Shop Drawings
Apr 1966
252.227-7037
Validation of Restrictive Markings on Technical Data
Jun 2013
252.227-7038
Patent Rights – Ownership by the Contractor (Large Jun 2012
Business)
252.227-7039
Patents – Reporting of Subject Inventions
Apr 1990
252.228-7001
Ground and Flight Risk
Jun 2010
252.236-7013
Requirement for Competition Opportunity for American Jun 2013
AS-129, Flowdowns for FFP Contracts, REV B
Feb 2014
and Feb 2014
Apr 1984
10 of 11
Steel Producers, Fabricators, and Manufactures
252.237-7010
Prohibition on Interrogation of Detainees by Contractor Jun 2013
Personnel
252.239-7001
Information
Certification
252.244-7000
Subcontracts for Commercial Items and Commercial Jun 2013
Components (DoD Contracts)
252.245-7001
Tagging, Labeling, and Marking of Government-Furnished Apr 2012
Property
252.245-7002
Reporting Loss of Government Property
Apr 2012
252.245-7003
Contractor Property Management System Administration
Apr 2012
252.246-7001
Warranty of Data
Mar 2014
252.246-7003
Notification of Potential Safety Issues
Jun 2013
252.249-7002
Notification of Anticipated Contract Termination or Oct 2010
reduction
Assurance
AS-129, Flowdowns for FFP Contracts, REV B
Contractor
Training
and Jan 2008
11 of 11