FAR 52.214-28—Subcontractor Certified Cost or Pricing Data-Modifications-Sealed Bidding.
Plain-English Summary
FAR 52.214-28, Subcontractor Certified Cost or Pricing Data—Modifications—Sealed Bidding, tells contractors when they must obtain certified cost or pricing data from subcontractors in sealed-bidding acquisitions and when that requirement applies to subcontract awards and subcontract modifications. It covers the trigger for the clause to become operative on prime contract modifications, the requirement to flow the clause down to covered subcontracts, the timing and content of the subcontractor’s certified cost or pricing data submission, the subcontractor certification requirement, the exception for situations where an exception under FAR 15.403-1(b) applies, and the effect of inflation adjustments to the certified cost or pricing data threshold under FAR 1.109. The clause is designed to support price reasonableness and cost realism by ensuring the prime contractor has reliable, current, and complete data from subcontractors before agreeing to prices on covered subcontracts or subcontract changes. In practice, it shifts a significant documentation and compliance burden to the prime contractor, which must police subcontract pricing actions and maintain a compliant flowdown chain. The Alternate I version updates the rule for certain older and newer subcontracts by using specific dollar thresholds and dates tied to July 1, 2018, rather than the basic clause’s general threshold reference. For contractors, the practical significance is that failure to collect, certify, and flow down the required data can create defective pricing, audit, and contract administration risk; for contracting officers, it helps ensure the prime’s subcontract pricing practices support the government’s pricing objectives.
Key Rules
Applies to covered modifications
Paragraphs (b) and (c) become operative only for contract modifications whose aggregate increases and/or decreases in costs, plus applicable profits, are expected to exceed the certified cost or pricing data threshold in FAR 15.403-4(a)(1) on the date the modification is executed. The clause is limited to those modifications and does not apply to every change action.
Prime must obtain subcontractor data
Before awarding a subcontract above the threshold, or before pricing a subcontract modification above the threshold, the contractor must require the subcontractor to submit certified cost or pricing data, either actually or by specific identification in writing, as part of the subcontractor’s proposal. The submission must follow FAR 15.408, Table 15-2, including estimating-process information, judgmental factors, methods used, and contingencies, unless an exception under FAR 15.403-1(b) applies.
Certification is required
The contractor must require the subcontractor to certify, in substantially the form in FAR 15.406-2, that the data submitted were accurate, complete, and current as of the date of agreement on the negotiated subcontract price or subcontract modification price. This certification is a key safeguard against defective pricing.
Flowdown is mandatory
The contractor must insert the substance of the clause, including paragraph (d), in each subcontract that, when entered into, exceeds the certified cost or pricing data threshold. This ensures the requirement is passed down to lower-tier subcontract pricing actions that meet the threshold.
Threshold changes follow inflation rules
If the certified cost or pricing data threshold is adjusted for inflation under FAR 1.109(a), the changed threshold applies throughout the remaining term of the contract under FAR 1.109(d), unless a later threshold adjustment occurs. Contractors must therefore monitor the current threshold, not just the threshold in effect when the prime contract was awarded.
Alternate I uses date-based thresholds
Alternate I replaces paragraph (b) for certain contracts and uses specific thresholds tied to subcontract award dates and modification dates: $950,000 for modifications to subcontracts awarded before July 1, 2018, and $2.5 million for awards on or after July 1, 2018, or modifications to subcontracts awarded on or after that date. The alternate still allows exceptions under FAR 15.403-1(b).
Responsibilities
Contracting Officer
Include the clause in solicitations and contracts as prescribed by FAR 14.201-7(c)(1)(i), and use Alternate I when prescribed by FAR 14.201-7(c)(1)(ii). Ensure the prime contract structure supports the required subcontract pricing controls and monitor compliance issues that may affect pricing, administration, or defective pricing risk.
Prime Contractor
Determine when a subcontract or subcontract modification exceeds the applicable certified cost or pricing data threshold, require the subcontractor to submit certified cost or pricing data unless an exception applies, obtain the subcontractor’s certification, and flow the clause down to covered subcontracts. The contractor must also ensure the data are obtained in the required form and timing before price agreement.
Subcontractor
Submit certified cost or pricing data, including the supporting estimating information required by FAR 15.408 Table 15-2, when the subcontract or modification is covered and no exception applies. The subcontractor must also certify that the data are accurate, complete, and current as of the date of price agreement.
Agency
Maintain and apply the correct certified cost or pricing data threshold, including any inflation-adjusted changes under FAR 1.109, and ensure acquisition personnel understand when the basic clause or Alternate I applies. The agency also relies on the clause to support pricing integrity in sealed-bidding acquisitions.
Practical Implications
Contractors must track both the dollar threshold and the date of the subcontract or subcontract award, because the basic clause and Alternate I use different trigger rules.
The requirement is not just for the price number; contractors must collect the supporting estimating narrative and data elements described in FAR 15.408 Table 15-2.
A common pitfall is forgetting to flow the clause down to lower-tier subcontracts that exceed the threshold, which can leave the prime without the documentation needed to support its own pricing action.
Another frequent risk is using an outdated threshold after inflation adjustments; contractors should verify the current FAR 15.403-4(a)(1) amount and apply FAR 1.109 rules correctly.
If an exception under FAR 15.403-1(b) applies, the certification/data requirement does not apply, but contractors should document the basis for the exception to avoid later disputes or audit findings.
Official Regulatory Text
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.