Instructions: Provide a detailed response to the case study provided below. Your response should be less than two pages, double-spaced, not including a References page. It is critical that you support your statements with sources provided in the course.

A National Oceanic and Atmospheric Administration (NOAA) contract required a contractor to provide a remotely operated vehicle (ROV) for an 8-day cruise in the Olympic Coast National Marine Sanctuary, Washington to monitor the recovery of the ocean floor from damage done by the laying of fiber optic cables.An ROV operates in contact with or near the ocean floor that transmits electronically information about its location and conditions there, as well as images taken by cameras attached to the vehicle.

The cruise (contract performance) was to occur between September 12 and September 20.

The Government was permitted to terminate the contract either for cause or for "its sole convenience." As to the first of these possibilities, the contract stated:

The Government may terminate this contract, or any part hereof, for cause in the event of any default by the Contractor, or if the Contractor fails to comply with any contract terms and conditions, or fails to provide the Government, upon request, with adequate assurances of future performance.In the event of termination for cause, the Government shall not be liable to the Contractor for any amount for supplies or services not accepted, and the Contractor shall be liable to the Government for any and all rights and remedies provided by law.If it is determined that the Government improperly terminated this contract for default, such termination shall be deemed a termination for convenience.

The ROV could operate in a sea state level 3, which is approximately winds up to 15 knots, wave heights of 4 feet, and a wave period of 4 seconds.

Before the cruise began, the ROV was tested in the water, both at the contractor's headquarters in California and in Seattle, and no problems were found. Nevertheless, serious difficulties arose from the start of the survey, including certain equipment that worked less than five percent of the time, insufficient power to run all the required equipment, damage to the ROV both on launch and recovery, lasers positioned improperly so that accurate measurements could not be taken, and unclear camera images.On September 15, the contractor achieved the first dive of consequence, through which NOAA obtained some usable data.

On September 16, the contractor's vice-president decided that the vessel would have to return to port because problems with the ROV were so severe that repairs could not be made at sea.

The contracting officer told the contractor that if it demobilized upon reaching Seattle, it would be considered to have abandoned the project.The contractor's president made clear that his firm was not abandoning the project, but rather, working to make the ROV operable.The NOAA personnel did not dissuade the contractor from making the repairs.Nor did they suggest additional or revised contract terms at this time.

Throughout the days of September 17, 18, and 19, and part of September 20, NOAA personnel including the contracting officer, was aware that the contractor was working around the clock, to fix the vehicle, at considerable expense.During this time, the contracting officer attempted to negotiate terms under which the cruise would continue - beyond September 20.

Early on September 20 the parties came close to reaching an agreement on a new period of performance, but the parties could not reach agreement on how to proceed in the event of bad weather - exceeding sea state conditions level 3.

Later on September 20, as the contractor completed repairs to the ROV, the contracting officer orally terminated the contract for default and indicated it would issue a show cause notice that afternoon.

The show cause notice stated:

Since you have failed to perform the subject contract as described in the terms and conditions of the contract, the Government is considering terminating the contract under the provisions for default.

Pending a final decision in this matter, it will be necessary to determine whether your failure to perform arose from causes beyond your control and without fault or negligence on your part. Accordingly, you are given the opportunity to present, in writing, any facts bearing on the question to [me] within 10 days after receipt of this notice.

The next day, the contractor responded to the show cause notice stating that the ROV was ready to resume the cruise and complete the contract.

The contracting officer responded that:

The contract was terminated because of the failure of your equipment to adequately perform the survey, and the Government's concern that you would not be able to correct that performance based on current sea state conditions (level 3) in the survey area.

Was the termination proper?Why or Why not?