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Which clauses do I have to flow down to my subs on a federal job, and which can I skip?

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  • Nadia is right about identifying mandatory flow-down clauses, and you need to look at the FAR for federal contracts; state and local contracts will have their own rules.
  • The contracting officer does not check your flow-down clauses to your subcontractors.
  • The prime contractor is responsible for ensuring compliance with all terms and conditions of the prime con
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First time prime here on a federal services contract for janitorial services, NAICS 561720, with two subs. It's a DoD contract for a military base in Ohio, small business set-aside. I'm looking at the stack of FAR and DFARS clauses in the prime contract. It's pages and pages. I'm trying to figure out which ones I have to flow down to my subcontractors and which ones I can skip.

I've been told some are mandatory and some are not, but I'm not sure how to tell the difference. I'm worried about missing something important and it causing problems down the line. What happens if I miss a mandatory flow down clause? How do other primes handle this without just copying the whole thing?

subcontractingfardfarsflow-down-clauses
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asked Marcus T. Verified vendorOwner, janitorial and facilities firm · Columbus, OH · 390 rep

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Nadia is right about identifying mandatory flow-down clauses, and you need to look at the FAR for federal contracts; state and local contracts will have their own rules. The contracting officer does not check your flow-down clauses to your subcontractors. The prime contractor is responsible for ensuring compliance with all terms and conditions of the prime contract, including those applicable to subcontracts. If you fail to flow down a mandatory clause, your company is still on the hook for any non-compliance by your subcontractor. My firm uses a matrix to track relevant clauses, especially the limitations on subcontracting requirements for set-asides.

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answered Luis A. Verified vendorSDVOSB founder, court reporting and legal support · San Antonio, TX · 248 rep
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You must flow down all mandatory FAR and DFARS clauses to your subcontractors. The FAR outlines specific clauses that must be included in subcontracts, and you can generally identify these by language in the clause itself or in the FAR text that states the clause is applicable to subcontracts, such as "subcontracts for supplies or services" or "this clause applies to all subcontracts." If you miss a mandatory flow-down clause, your company assumes the risk of non-compliance, which could lead to contract disputes, penalties, or even termination of your prime contract. Other primes handle this by having a robust compliance process that includes a thorough review of each solicitation's Section I, Contract Clauses, and then consulting the FAR and DFARS to determine flow-down requirements for subcontracts. You should not just copy the entire set of clauses. You need to identify the specific clauses that apply to the type of work your subcontractors are performing, the dollar value of their subcontracts, and any specific requirements for small business set-asides or other socioeconomic programs.

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answered Nadia F. Verified vendorWOSB owner, management consulting · Minneapolis, MN · 472 rep

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Sign up to answerCite the FAR clause or procurement code where you can.

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