52.214-28 Subcontractor Certified Cost or Pricing Data-Modifications-Sealed Bidding
Source: FAR 52.214-28 on acquisition.gov
Contractors must obtain and certify subcontractor cost or pricing data for significant contract modifications, ensuring compliance with FAR thresholds and flowdown requirements.
Overview
FAR 52.214-28 requires contractors, under sealed bidding procedures, to obtain certified cost or pricing data from subcontractors for contract modifications that exceed the threshold set in FAR 15.403-4(a)(1). This clause ensures that, for significant contract modifications, the government receives accurate, complete, and current cost or pricing data from subcontractors, unless an exception applies. The clause also mandates that contractors flow down these requirements to applicable subcontracts and obtain proper certification from subcontractors. Alternate I provides specific thresholds based on the date of subcontract award or modification, reflecting changes in statutory requirements.
Key Rules
- Applicability Threshold
- The clause applies to contract modifications where the aggregate cost changes (plus profit) exceed the certified cost or pricing data threshold in FAR 15.403-4(a)(1) at the time of modification.
- Subcontractor Data Requirement
- Contractors must require subcontractors to submit certified cost or pricing data for subcontracts or modifications exceeding the threshold, unless an exception under FAR 15.403-1(b) applies.
- Certification Requirement
- Subcontractors must certify that their cost or pricing data is accurate, complete, and current as of the date of price agreement.
- Flowdown Clause
- Contractors must include this clause in all subcontracts that exceed the threshold.
- Alternate I Thresholds
- For subcontracts awarded before July 1, 2018, the threshold is $950,000; for those awarded or modified on/after July 1, 2018, the threshold is $2.5 million.
Responsibilities
- Contracting Officers: Ensure the clause is included in applicable solicitations and contracts; verify compliance during contract administration.
- Contractors: Obtain and review certified cost or pricing data from subcontractors, secure required certifications, and flow down the clause to qualifying subcontracts.
- Agencies: Oversee contractor compliance and enforce requirements as needed.
Practical Implications
- This clause protects the government from overpaying by requiring transparency in subcontractor pricing for significant modifications. Contractors must be diligent in collecting, reviewing, and certifying data, and in ensuring all qualifying subcontracts include the clause. Failure to comply can result in contract disputes, penalties, or disallowance of costs.
As prescribed in 14.201-7(c)(1)(i), insert the following clause in solicitations and contracts:
Subcontractor Certified Cost or Pricing Data-Modifications-Sealed Bidding (Jun 2020)
(a) The requirements of paragraphs (b) and (c) of this clause shall-
(1) Become operative only for any modification to this contract involving aggregate increases and/or decreases in costs, plus applicable profits, expected to exceed the threshold for submission of certified cost or pricing data in Federal Acquisition Regulation (FAR) 15.403-4(a)(1) on the date of execution of the modification; and
(2) Be limited to such modifications.
(b) Before awarding any subcontract expected to exceed the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1), on the date of agreement on price or the date of award, whichever is later, or before pricing any subcontract modifications involving aggregate increases and/or decreases in costs, plus applicable profits, expected to exceed the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1), the Contractor shall require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), as part of the subcontractor’s proposal in accordance with FAR 15.408, Table 15-2 (to include any information reasonably required to explain the subcontractor’s estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price), unless an exception under FAR 15.403-1(b) applies. If the threshold for submission of certified cost or pricing data specified in FAR 15.403-4(a)(1) is adjusted for inflation as set forth in FAR 1.109(a), then pursuant to FAR 1.109(d) the changed threshold applies throughout the remaining term of the contract, unless there is a subsequent threshold adjustment.
(c) The Contractor shall require the subcontractor to certify in substantially the form prescribed in FAR subsection 15.406-2 that, to the best of its knowledge and belief, the data submitted under paragraph (b) of this clause were accurate, complete, and current as of the date of agreement on the negotiated price of the subcontract or subcontract modification.
(d) The Contractor shall insert the substance of this clause, including this paragraph (d), in each subcontract that, when entered into, exceeds the threshold for submission of certified cost or pricing data in FAR 15.403-4(a)(1).
(End of clause)
Alternate I (Oct 2025). As prescribed in 14.201-7(c)(1)(ii), substitute the following paragraph (b) in place of paragraph (b) of the basic clause:
(b) Unless an exception under FAR 15.403-1(b) applies, the Contractor shall require the subcontractor to submit certified cost or pricing data (actually or by specific identification in writing), as part of the subcontractor's proposal in accordance with FAR 15.408, Table 15-2 (to include any information reasonably required to explain the subcontractor's estimating process such as the judgmental factors applied and the mathematical or other methods used in the estimate, including those used in projecting from known data, and the nature and amount of any contingencies included in the price)—
(1) Before modifying any subcontract that was awarded prior to July 1, 2018, involving a pricing adjustment expected to exceed $950,000; or
(2) Before awarding any subcontract expected to exceed $2.5 million on or after July 1, 2018, or modifying any subcontract that was awarded on or after July 1, 2018, involving a pricing adjustment expected to exceed $2.5 million.