FAC-C Certification Notes (2024-2025)

Authority and binding contracts

• Which authority is legally binding in government contracting? Distinctions provided:
• Apparent Authority
• Actual Authority
• Guaranteed Authority
• Answer (from the transcript): Actual Authority. Reference: Construction Foresite, Inc., ASBCA No. 42350, 93-1 BCA Para. 25,515.
• In DoD contracting, who has the authority to enter into a legally binding contract?
• Answered as Contracting Officer (CO) in the transcript (Page 2).
• Delegation of authority
• True/False: Each authority is NOT delegable unless specifically stated otherwise. Answer: False. Meaning: Each authority is delegable unless specifically stated otherwise.

Essential elements of a contract

• Which are essential elements (select all that apply)?
• Capacity
• Consideration
• Full set of essential elements (as given):
• Capacity, Consideration, Mutual Assent, Lawful Purpose
• Contract definition (True/False):
• A contract is a mutually binding legal relationship obligating the seller to furnish the supplies or services (including construction) and the buyer to pay for them. Answer: True
• Capacity concept (True/False):
• Capacity is when each party either makes a promise or begins to render performance. Answer: False. Correct: Capacity is the ability to understand and appreciate the terms of the contract.
• Market research classification (examples given):
• Strategic (as one option)

Market research and acquisition phase

• Market research can be .
• Answered: Strategic (also noted as Tactical in some items; both A and B were listed as an option elsewhere).
• Market research extent: The extent varies with urgency, estimated value, complexity, past experience. Answer: True
• Competition guidance: Generally, COs should promote and provide for full and open competition unless otherwise authorized by statute. Answer: True
• Market research timing: Market Research is conducted during all phases of the acquisition. (Question/answer on page 4)
• Deviation from FAR: What is the use of a procedure inconsistent with the FAR? Answer: Deviation (FAR 1.401(a)).

Acquisition planning and procedures

• Procedure for simplified acquisition procedures should promote competition to the maximum extent practicable.
• What types of contracts can be awarded when acquiring commercial products? Answer: Only firm fixed price contracts or firm fixed with economic price adjustment.
• Which is NOT a type of contracting officer? Answer: Executive contracting officer.
• Requirements law, executive orders, regulations and procedures: Prior to signing a contract, a KO must ensure all requirements are met.
• Clause/clause usage: A contract clause is a term or condition used in contracts, or in both solicitation and contract, that applies after contract award or both before and after contract award.
• Delegation of authority (FAR 1.108(b)): Each authority is delegable unless stated otherwise.
• Where to find guidance on establishing, maintaining, and disposing of Government contract files? Answer: FAR Part 4.
• COR authority: COR designation must be in writing with a copy to the contractor and the contract admin office.

Acquisition teams and FAR structure

• Acquisition teams include representatives from technical, supply, customers, and the contractors who provide the supplies or services. (Part of the team composition question)
• FAR parts and their focus (as listed):
• Far Part 1 – Federal Acquisition Regulations System
• Far Part 2 – Definitions of Words and Terms
• Far Part 3 – Improper Business Practices and Personal Conflicts of Interest
• Far Part 4 – Administrative and Information Matters
• Far Part 5 – Publicizing Contract Actions
• Far Part 6 – Competition Requirements
• Far Part 7 – Acquisition Planning
• Far Part 8 – Required Sources of Supplies and Services
• Far Part 10 – Market Research
• Far Part 12 – Acquisition of Commercial Products and Commercial Services
• Far Part 13 – Simplified Acquisition Procedures
• Far Part 16 – Types of Contracts
• Far Part 15 – Contracting by Negotiation
• Far Part 19 – Small Business Programs
• The UCF (Uniform Contract Format) parts and attachments:
• UCF Part I – The Schedule
• UCF Part II – Contract Clauses
• UCF Part III – List of Documents, Exhibits and other Amendments
• UCF Part IV – Representations, Certifications, and Other Statements of Offerors/Respondents
• UCF J – List of Attachments (and related UCF sections like UCF E–F etc. for types of data)
• CF/Attachment references: SF 26, SF 44, SF 30, SF 33, SF 1449, SF 1409, SF 34x family (e.g., SF 30, SF 33, SF 44, SF 26), and DD forms (e.g., DD 254, DD 1155).
• FARs and guidance sources referenced: FAR 1.401(a) (Deviation), FAR Part 4 (Contractor File), DFARS guidance, and DFARS PGI as companion to DFAR.

Contracting officer, COR, and post-award roles

• COR authority must be designated in writing and shared with contractor and contract administration office.
• Contracting Officer is the only authority authorized to award, change, or terminate contracts (with limited delegation within the CO's scope).
• Post-award orientation is used to achieve mutual understanding of contract requirements and identify potential problems after award.

Market research, competition, and sources of supply

• Market research policy: Market research aids in determining if sources are capable of satisfying agency requirements.
• Competition: The government should promote full and open competition; exceptions exist under statutory authorities.
• Sources sought, RFIs, industry days, pre-solicitation conferences, and one-on-one interactions are methods of industry engagement.

Pricing, negotiations, and pre-negotiation objectives (PNM)

• The price negotiation memorandum (PNM) is prepared at the conclusion of negotiations.
• Pre-negotiation objective (PNO/PNM) helps determine fair and reasonable pricing.
• The formality of price analysis vs cost analysis:
• Cost Analysis evaluates the reasonableness of individual cost elements and data other than certified cost data.
• Price analysis is used to determine overall price reasonableness when certified data is not required or for commercial items.
• When using proposals, discussions can occur with the competitive range and deficiencies advised; final proposal revisions may be requested.

Legal and policy foundations for competition and procurement

• The government shall state requirements in terms of function, performance, and essential physical characteristics to promote competition and minimize restrictions.
• In some cases, specific sources may be excluded to establish or maintain an alternative source when it benefits the procurement.
• The FAR emphasizes that commerce with integrity is essential: The government conducts business above reproach with no preferential treatment for any party.
• Gifts policy: Government employees may not solicit or accept gifts from contractors, with limited exceptions as authorized by agency regulations.

Life-cycle costs and cost accounting

• Life-cycle costs include acquisition, operating, supporting, and disposal costs. A common expression is:
• $ext{Life-cycle cost} = C<em>{acq} + C</em>{oper} + C<em>{support} + C</em>{dispose}.$
• Life-cycle cost is a central consideration in evaluating total cost of ownership.

Modifications and authority limits

• Only contracting officers acting within the scope of their authority can execute contract modifications on behalf of the government.
• Modifications can be bilateral or unilateral.
• Justifications and approvals (J&As) are required for sole-source actions; pre-negotiation objectives should be set before pricing actions.

Protests, source selection, and best value

• Source selection decisions involve best value determinations; primary advisor is the PCO (Property/Person responsible for source selection).
• Protests have multiple venues (agency, GAO, Court of Federal Claims) and timelines; agency protest timing affects awarding decisions.
• Price and quality are the two factors that SHALL be evaluated in every source selection.

Quality assurance and inspection in government contracting

• Government relies on the contractor’s quality assurance systems as a substitute for government inspection for commercial items.
• Four general categories of quality assurance: contract performance quality, inspection regimes, process controls, and supplier performance.
• Timely acceptance and passage of title: Title passes to the Government on formal acceptance, per contract terms, regardless of possession date, unless otherwise specified.
• If a defect is discovered after acceptance in a fixed-price contract, the contractor bears the cost of correction, unless otherwise specified by the contract terms or applicable law.

Contract types and pricing mechanisms

• Contract types include: Fixed-price, Cost-reimbursement, Time-and-materials (T&M), and other variants.
• T&M contracts may be used only when it is not possible to estimate the extent or duration of the work at the time of award.
• Fixed-price with economic price adjustment (EPA) is used when market or labor conditions are volatile.
• Incentive contracts are designed to motivate contractor performance toward specific objectives.
• A price strategy of buying in (when a bid is below expected costs with plans to recover via follow-on price increases) describes a bidding tactic used in negotiations.

Miscellaneous regulatory references and terms

• PIID: Procurement Instrument Identifier is a unique number identifying each solicitation, contract, agreement, or order; the DoD PIID is 13 positions long, with Position 9 identifying the instrument type (e.g., D).
• DFARS PGI is a companion resource to the DFAR; DFARS Procedure guidance and information are part of DoD contracting.
• The Uniform Contract Format (UCF) comprises four parts and associated sections (including sections for clauses, documents, exhibits, and representations).
• The post-award management includes a Post Award Orientation Conference to ensure understanding and address issues.

Organizational conflicts of interest (OCI)

• Broad OCI categories include Unequal Access, Impaired Objectivity, and Biased Ground Rules.
• Major approaches to dealing with OCI issues: Avoid, neutralize, and mitigate.

Key terms and definitions

• COR: Contracting Officer Representative, designated in writing by the CO.
• PNM: Price Negotiation Memorandum, used to document negotiation outcomes.
• J&A: Justification and Approval, used to justify certain procurement actions (especially sole source).
• UCF: Uniform Contract Format, the standard structure for government contracts.
• SAP: Simplified Acquisition Procedures (for simplified acquisitions); agencies should maximize the use of SAP to the extent practicable for purchases not exceeding the SAT.
• SAT: Simplified Acquisition Threshold (not explicitly defined in every item but referenced in SAP guidance).

Important forms and references mentioned

• SF 26 Negotiated contracts; SF 44 (Pocket-sized Purchase Order); SF 30 Contract Modification; SF 33 (Solicitation/Offer/Award);
• SF 1409 Abstract offers; SF 33 sealed bid; SF 1449 Order for Commercial Items; SF 30 and SF 26 for negotiated contracts; DD 254 Security Classification; DD 1155; DD Form 1547 (Weighted Guidelines for profit/fee).
• DD 254 indicates security requirements; DD 1155 is a simplified acquisitions form related to delivery of goods.
• DD 1547 Weighted Guidelines are used to apply structured profit/fee calculations.

Postscript: practical implications and exam-oriented notes

• Always verify the authority chain: CO is the primary legally binding authority; delegation is possible unless prohibited.
• Understand the four essential contract elements and the correct interpretation of capacity (not just “promise or performance start”).
• For market research and competition, emphasize that competition is preferred but not mandatory in every case; know the statutory exceptions.
• In pricing, differentiate price analysis from cost analysis and know when to apply each.
• Recognize the role of COR and the importance of written designation and notification to the contractor.
• Be familiar with the UCF structure and where to find standard clauses and representations.
• Remember PIID structure and the meaning of position 9 for instrument type.
• OCI management is critical; know the main categories and mitigation approaches.
• For quality and acceptance, know who bears cost for defects and when the contractor is responsible for corrective actions.
• When discussing modifications, know bilateral vs unilateral and the need for J&A in sole-source actions.
• Recognize the different forms and their purposes; know the right form for contract modifications and amendments.

Formulas and LaTeX-ready items

• Life-cycle cost example: $ext{Life-cycle cost} = C<em>{acq} + C</em>{oper} + C<em>{support} + C</em>{dispose}.$
• PIID length and position: $ext{PIID length} = 13 ext{ positions}, ext{Position 9} = ext{D}.$

References to exam content to review further

• Actual Authority vs Apparent/Guaranteed Authority (as discussed across pages 1 and 3).
• Delegation of authority and FAR 1.108(b) guidance on delegable vs non-delegable authority.
• Essential contract elements and the precise definitions of capacity, mutual assent, consideration, legal purpose.
• FAR Parts 1, 2, 3, 4, 5, 6, 7, 8, 10, 12, 13, 15, 16, 19, and related DoD/DFARS materials.
• UCF structure (Parts I–IV) and the role of attachments (Section H, J, etc.).
• Post-award activities: COR designation, post-award orientation, and contract administration oversight.
• OCI frameworks and mitigation strategies.
• Quality assurance concepts and acceptance of deliverables.
• Competition policy, including open competition and exceptions.
• Pricing and negotiation documents (PNM, J&A, PNO, etc.).

Quick references for study practice

• What constitutes essential contract elements? Capacity, Consideration, Mutual Assent, Lawful Purpose.
• What are the four parts of the UCF? Part I – The Schedule; Part II – Contract Clauses; Part III – List of Documents, Exhibits, and other Amendments; Part IV – Representations and Instructions.
• What are the two main types of contract modifications? Bilateral and Unilateral.
• What are the main forms used for negotiated contracts? SF 26, SF 30, SF 44, SF 33, DD 254, etc.
• What are the main categories of OCI? Unequal Access, Impaired Objectivity, Biased Ground Rules.
• What is the role of CPARS? Contractor Performance Assessment Reporting System for documenting performance.