Spreadsheet: 738229d7-d113-4d7c-bd04-9153eef02ffd
Sheet: Instructions

Federal Acquisition Regulations (FAR) Clause Review Guidance Tool
March, 2005, version 1.0 | Version 1 text in black
Updated March 31, 2008, version 2.0 | Version 2 changes in red
Updated January 31, 2010, version 3.0 | Version 3 changes in blue
Introduction
The purpose of this tool is to provide guidance to university contract and grant analysts when reviewing draft federal contracts and determining, from the point of view of the university, the acceptability of a particular clause. In some cases, suggested language is proposed that the analyst may want to send to the federal contract officer when requesting a change.
Identify Clauses and [NAME]
The initial step in the review process is to determine what type of contract is being offered by the federal government, e.g., fixed-price or cost reimbursement, and for what, e.g., construction, services, or research and development. Once these two questions are answered, many of the questions about specific clause acceptability will answer themselves.
Once the type and purpose of the contract are known, then the review process begins by doing a "Save AS" and renaming the spreadsheet with an easily recognizable name (no cryptic acronyms). Then start comparing the clauses included in the draft contract with the clauses on the spreadsheet. [NAME] in column B, "In Contract," whether the clauses that accompany the draft contract are on the spreadsheet or not. This can be done by simply putting an "x" in the corresponding cell and leaving blank those cells for clauses not in the draft contract. Our list of FAR clauses is not exhaustive. If you have a clause that is in the contract but not on the spreadsheet, then insert a new row, complete as much of the information as you can, and mark the "In Contract" cell with an "x."
After completing the review to determine which clauses are included, then you may use Excel's filter function to separate the clauses that are included from those that are not. To use the filter function, go to cell C 1 and click on the black triangle. The dropdown menu gives you choices about what to sort on. Look for the mark you used to mean the clause was included, e.g., "x," and select that; or select "Show Nonblank." The filter will show only those with the "x" and hide the others (the blank ones not in the contract). You can undo this action by taking the filter off (i.e, by going back to the triangular button at the top of Column C - which is now blue - and selecting "Show All" from the drop down list.
If you are not familiar with Excel's filter function, you can also use the sort data tool, first by "In contract" and then by column A (AWA, Reject or Negotiate). If you're not familiar with either the filter function or the sort data tool, please seek assistance from your office Excel guru.
Once you have the worksheet marked and filtered, or sorted, the clause-by-clause review can begin.
Clause-by-Clause Review
The purpose of the clause-by-clause review is to determine if you want to accept a particular clause, choose a preferred alternate, try to negotiate out the clause, reject the clause or suggest a change. The special case of flow downs is treated below.
You will see that most of our clause designations are "AWA" (Accept When Applicable). This means that if a clause is specific to a cost-reimbursement contract and your draft contract is a fixed-price contract, then the clause would not be acceptable and you would request a change from the federal contract officer. In some cases, we have provided simple draft language to request the change.
Most of the cases where we have chosen a "REJECT" designation is because the clause somehow restricts the university's academic freedom and publishing rights.
As you do the clause-by-clause review for acceptability, you can also check to see if an alternate clause is proposed and if that alternate is the preferred one. Column E, Preferred Alternates, contain information about preferred alternates.
We have written this from the point of view of the University of California and references in the explanatory and comments columns are to University of California documents available on the Web at the URLs provided.
The clause-by-clause review should provide you with a relatively quick way of identifying any problematic clauses and concentrating your resources on resolving them. The contract-specific spreadsheet will provide you with an audit trail of your review and an ability to annotate the outcomes of the problematic clauses.
Flow Downs
You may be in a situation where you are the prime and you must issue subcontracts. After you have done the initial  steps of identifying which clauses are included in your prime contract, you can then do a sort by column B, "Required Flow Down." For the purposes of this review tool, we have defined "required" to mean that the FAR/DFAR/NFS clause contains language that says, "Contractor shall include ... in all subcontracts ...." or words to that effect, or that it is University of California policy to flow down a particular clause. We made the "Required" determination irrespective of whether the clause itself was acceptable to the university or not. You may want to flow down a particular clause because it makes sense to. We have left those commonsensical decisions up to you.
You may also be in the position of being a subcontractor and want to use this tool to identify those clauses which are mandatory flow downs and which are included at the discretion of the prime.
Warranties and Liability
We offer no warranties about our work and accept no liabilities. This tool is to be considered a "work in progress."
Acknowledgements
This tool was prepared by staff of the Office of Sponsored Projects, University of California, Santa Cruz: [NAME], [NAME], [NAME], [NAME], [NAME], [NAME], [NAME], [NAME], [NAME], [NAME], [NAME] and [NAME].
We received assistance from Samuela Evans, Research Administration Office, Office of the President, University of California; and the Office of Sponsored Projects, University of California, Santa Barbara.
Most of the language for the requested changes, Column L, was prepared by [NAME], while she was at MIT. She is now with the Office of Contracts and Grants, University of California, Los Angeles.
Although we offer no warranties about our work nor accept any liabilities, we do hope you will find this tool helpful.
[NAME], Director
Office of Sponsored Projects
University of California, Santa Cruz
[EMAIL]; [PHONE]
March, 2005.
Version 1.0
Sources for University of California documents cited can be found at:
http://www.ucop.edu/raohome/
Version 2.0, 3/31/2008, updated by [NAME] (changes in red).