I. GENERAL INFORMATION

Title of the Course: CONTRACT CHANGES, TERMINATIONS AND DISPUTES

Course Code: MGT 5213

Credits: 3 CR Hours

Course requirement(s): Prerequisite None. Background knowledge equivalent to MGT 5211 Procurement and Contract Management is recommended.

Textbook:  Required Texts (Selected Chapters):

  1. CONTRACT CHANGES, DISPUTES & TERMINATIONS – Mastering the Fundamentals by Cibinic, Knight, Nagle and Nash (2015), Wolters Kluwer Law & Business; ISBN: 978-1-4548-6964-1
  2. Supplemental Lecture Notes and/or videos provided by the instructor; see individual assignments in CANVAS.
  3. FEDERAL ACQUISTION REGULATIONS (FAR)
    https://www.acquisition.gov/browse/index/far and/or https://www.dau.edu/tools

Textbooks may be purchased from the FIT Virtual Bookstore: https://bncvirtual.com/fit.htm or from other reputable sources.

 

II. COURSE DESCRIPTION

This course is designed to provide the student with an in depth understanding of the post-award phase of the federal acquisition process related to Contract Changes, Terminations and Disputes. The class focus is on the theory and practical application of these and other Government contracting concepts, with an emphasis on best practices in contract administration. Uses class lectures, discussions and case studies to examine the management problems from the perspective of the contracting office, requiring activity, courts, Congress and the contractors.

 

III. LEARNING OBJECTIVES

Students successfully completing this course should be able to apply presented principles to contract administration with regard to contract changes, terminations and disputes.

Course Learning Objectives (CLO):

  1. CLO1: Apply the fundamental principles of Contract Changes, including authority, processes, and types of modifications, while evaluating the roles and responsibilities of key stakeholders in the contract change lifecycle.
  2. CLO2: Understand the underlying Contract Administration principles that support the fundamentals of Contract Changes to ensure effective and efficient satisfaction of government needs.
  3. CLO3: Identify, define and delineate between the various types of Contract Delays, Differing Site Conditions and Damages and analyze when to apply the appropriate contracting remedies.
  4. CLO4: Recognize the need for Contract Terminations and determine which type is applicable to a given contractual situation.
  5. CLO5: Apply the concepts of Contract Interpretation within the context of Contract Claims, Contract Disputes, and potential legal remedies/avenues to resolve contract claims and disputes, including equitable adjustments.

Module

Module Objectives – minimum of one

Related Course Objective

1

  1. WLO1 – T1 Review: Summarize the federal procurement process and identify different contract types used by the federal government.
  2. WLO2 – T2 Changes: Describe the contract change process and the differing roles and responsibilities of the contracting officer, program office, and contractor in the change process.
  3. WLO3 – T2 Changes: Define and identify specific types of contract changes including in-scope, bilateral, unilateral, constructive and cardinal changes, and equitable adjustments.

CLO 1, CLO 2

2

  1. WLO1 – T3 Payment, Financing and Discharge: Describe performance-based payments, the Prompt Payment Act and other financing methods used in government contracting to motivate prompt and efficient contracting performance
  2. WLO2 – T4 Intellectual Property: Distinguish how different Intellectual property (IP) laws exercise exclusive rights to exclude others from infringing on intellectual property.
  3. WLO3 – T5 Fraud and Ethics: Identify specific types of fraud statutes, fines and penalties related to government contracting.

CLO 2

3

  1. WLO1 - T6 Risk Specifications Warranty and Compliance: Apply common law risk allocation techniques to provide a remedy when there are no specific Government clause granting remedies.
  2. WLO2 – T7 Government Property: Describe the policies and procedures for providing Government property to contractors, including its use and management, reporting, redistributing and disposing of contractor inventory.
  3. WLO3 – T8 Inspection Acceptance and Warranty: Differentiate between various government contractual quality assurance provisions including inspection, acceptance and warranty to ensure the government receives what it bargains for.

CLO 2

4

  1. WLO1 – T9 Differing Site Conditions: Characterize the different types of subsurface or latent physical conditions related to Differing Site Conditions in construction contracting.
  2. WLO2 – T10 Equitable Adjustments: Analyze contract change situations to determine whether an Equitable Adjustment is appropriate and correctly calculate the associated contract adjustment.
  3. WLO3 – T11 Delays and Damages: Describe the contract delay process and the assessment of damages including the scenarios in which the contractor is protected from late performance sanctions.

CLO 2, CLO 3

5

  1. WLO1 – T12 Contract Terminations: Distinguish between the following Contract Termination types: Termination for Default; Termination for Convenience; Full/Partial Termination and Commercial Termination and the associated reasons for use.
  2. WLO2 – T12 Contract Terminations: Identify required Contract Termination notices associated with a given contract termination type.
  3. WLO3 – T12 Contract Terminations: Differentiate between the contracting parties’ termination settlement options.

CLO 4

6

  1. WLO1 – T13 Contract Interpretation: Generate a path to equitable resolution to determine what the parties agreed to in their bargain.

CLO 1, CLO 2, CLO 5

7

  1. WLO1 – T14 Disputes: Examine the process of the Contract Disputes Act to allow the contract work to continue, while an orderly settlement of the dispute is sought.
  2. WLO2 – T14 Disputes: Differentiate how claims are processed under the Contract Disputes Act.
  3. WLO3 – T15 Claims and CO Decisions: Examine the Disputes Clause and the differing roles and responsibilities of the contracting officer, program office, and contractor in the change process.
  4. WLO4 – T15 Claims and CO Decisions: Relate the claims process including the different types of claims, asserting a claim and claim certification.
  5. WLO5 – T15 Claims and CO Decisions: Explain Contracting Officer Decisions and their impact on contracting agreements.

CLO 2, CLO 5

8

  1. WLO1 – T16 Alternative Disputes Resolution (ADR): Describe the Alternative Disputes Resolution (ADR) process to settle contracting claims and disputes.
  2. WLO2 – T17 Disputes Process/Appeals: Explain the appeal process, from taking an appeal through the final decision.
  3. WLO3 – T18 Court Proceedings: Discuss the Court of Federal Claims process in the context of the claims and disputes resolution.

 

CLO 5

 

IV. CONTENT AND ACTIVITIES:

Week

Topic

Activities/Learn

1

 T1. Review:

  • Review Materials:
    • The Setting
    • Contract Types

  T2. Changes:

  • Theory, Purpose and Coverage;
    • Authority; Duty to Proceed;
    • Formal Change Orders;
    • VECPs
  • Constructive Changes
    • Theory and Doctrine;
    • Types of Constructive Changes

ACTIVITIES:

Topic 1 (T1) - Review:

  • Review Getting Stared Checklist
  • Read Course Welcome
  • Graded Assignment: Complete the PPT Getting to Know You
  • Review the Suggested Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles

Topic 2 (T2) - Changes:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Changes

2

Course Project Milestone

  • Case Study/Paper Assignment

 T3. Payment, Financing and Discharge:

  • Contract Payments;
  • Contract Financing;
  • Accord and Satisfaction

 T4.  Intellectual Property:

  • Technical Data and Computer Software;
  • Patents and Copyrights;
  • Other Intellectual Property

 T5. Fraud and Ethics:

  • Fraud;
  • Corruption;
  • Enforcement

Course Project Milestone

  • Review Case Study/Paper Overview
  • Graded Assignment: Select Topic

For Week 2’s Topics T3, T4 and T5:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Fraud and Ethics

3

 T6. Specification Warranty and Compliance

  • Types of Warranties;
  • Specifications;
  • Substantial Performance;
  • Defective Specifications;
  • Party Duties;
  • Risk Allocation

 T7. Government Property

  • Definitions;
  • Obligations;
  • Remedies;
  • Risk of Loss

 T8. Inspection, Acceptance and Warranties

  • Quality Assurance;
  • Inspection Rights;
  • Warranties

For Week 3’s Topics T6, T7 and T8:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Government Property

4

 T9. Differing Site Conditions

  • Clauses;
  • Types of Differing Site Conditions

T10. Equitable Adjustments

  • Definition;
  • Pricing;
  • Rules of Computation;
  • Proving;
  • Notice of Claims

T11. Delays and Damages

  • Supplies/Services Delay Clause;
  • Types of Delays;
  • Construction Delay Clause;
  • Liquidated Damages

For Week 4’s Topics :

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Equitable Adjustments

5

T12. Contract Termination

  • Termination Procedures by Contract Type;
  • Termination for Convenience (T4C);
  • Termination for Default (T4D);
  • Partial and Complete Terminations

For Week 5’s Topic T12:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Terminations

6

Course Project Milestone

  • Case Study/Paper Due

T13. Contract Interpretation

  • Objective;
  • Definition;
  • Sources;
  • Terms

 

Course Project Milestone

  • Graded Assignment: Submit Completed Case Study/Paper on Selected Topic

For Week 6’s Topic T13:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)

7

T14. Disputes

  • Theory, Purpose and Coverage;
  • Disputes Clause;
  • Disputes Path;
  • Other Remedies

T15. Claims and CO Decisions

  • Claims Process;
  • CO Decisions;
  • Contractor Decisions

For Week 7’s Topic(s) T14 and T15:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)

8

16. Alternative Disputes Resolution (ADR)

  • Definition;
  • ADR in Government Contracting

17. Appeals

  • Taking the Appeal;
  • Discovery;
  • Proceedings;
  • Hearing; Decisions

18. Federal Court Proceedings

  • CoFC Jurisdiction;
  • Complaints;
  • Orders;
  • Motions;
  • Discovery;
  • Trials/Post Trials;
  • Decisions

For Week 8’s Topic(s) T16, T17, T18:

  • Read the Required Materials
    • Text/Supplemental Reading(s)
  • Review Optional Materials
    • FAR/Articles
  • Graded Assignment: Complete the Knowledge Check(s)
  • Graded Assignment: Discussion Prompt: WB Question on Disputes, Claims, ADR and Appels/Court Proceedings

 

V. ASSESSMENT

The learning outcomes will be assessed by: Demonstrated knowledge of contract changes, disputes and termination concepts and processes measured by varying activities and knowledge checks (quizzes) as outlined and assigned below.

Week/Topic

Assessment Type

Points

Week 0 - Introduce Yourself PowerPoint Slide 

Upload PPT Chart 

15

Week 1 – #2 Changes 

Knowledge Check 

135

Week 1 - Discussion Prompt: WB Question Changes

Discussion 

40

Week 2 - Case Study/Paper Topic 

Select Case Study/Paper Topic 

40

Week 2 - #3 Payment, Financing and Discharge 

Knowledge Check 

60

Week 2 - #4 Intellectual Property 

Knowledge Check  

40

Week 2 - #5 Fraud and Ethics 

Knowledge Check 

30

Week 2 - Discussion Prompt: WB Question Fraud & Ethics

Discussion 

40

Week 3 - #6 Risk, Specifications, Warranty and Compliance 

Knowledge Check 

60

Week 3 -#7 Government Property 

Knowledge Check 

35

Week 3 - #8 Inspection, Acceptance and Warranties 

Knowledge Check 

45

Week 3 – Discussion Prompt: WB Questions Govt Property

Discussion 

40

Week 4 - #9 Differing Site Conditions 

Knowledge Check 

30

Week 4 - #10 Equitable Adjustments 

Knowledge Check 

40

Week 4 - #11 Delays and Damages 

Knowledge Check 

55

Week 4 – Discussion Prompt: WB Question REA

Discussion 

40

Week 5 - #12 Contract Termination 

Knowledge Check 

55

Week 5 – Discussion Prompt: WB Question Terminations

Discussion 

40

Week 6 - #13 Contract Interpretation 

Knowledge Check 

30

Week 6 - Case Study/Paper 

Upload Paper 

200

Week 7 - #14/#15 Disputes Claims and CO Decisions 

Knowledge Check 

80

Week 8 - #16/17/18 Alternative Disputes Resolution (ADR)/Appeals/ Federal Court Proceedings

Knowledge Check 

40

Week 8 – Discussion Prompt: WB Question Disputes/Claims/ADR

Discussion 

40

Total Points

 

1230

 

University Grade Scale

Your total point value will be transformed to a percentage. A = 90-100%, B = 80-89%, C = 70-79%, D = 60-69%, F = 0-59%. Refer to the catalog for more details.

Assignments received late will be downgraded one letter grade for each week late after it is due without prior arrangement with instructor. 

 

VI. RESOURCES

 

VII. INSTITUTIONAL POLICIES

Academic Accommodations:  Florida Tech is committed to equal opportunity for persons w/disabilities in the participation of activities operated/sponsored by the university. Therefore, students w/documented disabilities are entitled to reasonable educational accommodations. The Office of Accessibility Resources (OAR) supports students by assisting w/accommodations, providing recommended interventions, and engaging in case management services. It is the student’s responsibility to make a request to OAR before any accommodations can be approved/implemented. Also, students w/approved accommodations are encouraged to speak w/the course instructor to discuss any arrangements and/or concerns relating to their accommodations for the class. 

Office of Accessibility Resources (OAR):

Academic Honesty: Located in the Student Handbook

Academic honesty is highly valued in Florida Tech's online courses. The student must always submit work that represents original words or ideas. If any words or ideas are used that do not represent those original words or ideas, the student must cite all relevant sources and provide a clear definition of the extent to which such sources were used. Words or ideas that require citation include, but are not limited to, all hard copy or electronic publications, whether copyrighted or not, and all verbal or visual communication when the content of such communication clearly originates from an identifiable source. In the Florida Tech online course, all submissions to any public meeting bulletin board or private mailbox fall within the scope of words and ideas that require citations if used by someone other than the original author.

Academic dishonesty in an online learning environment could involve:

Any of these practices could result in charges of academic dishonesty. For the complete Florida Tech policy on academic dishonesty, cheating, and plagiarism, see the Florida Tech Student Handbook.

Attendance: Attendance is required on a weekly basis. Students are expected to view the online lectures in the week they are offered, and to log onto the site often enough to remain abreast of the communication in the Inbox/Discussion or Announcements tab or direct information from the professor. It is the responsibility of the student to be aware of everything happening in the class online.  The university policy on Student Course Attendance and Absence is located at https://www.fit.edu/policies/academic/policies/student-course-attendance-and-absence-policy.

Course withdrawal: To withdraw prior to the start of class, you must contact your advisor. Once class begins, you must withdraw using Florida Tech's online student account system (PAWS). If you are a new student, PAWS access information will be provided prior to class start. You have the prerogative of dropping a course until the end of the first week of classes without receiving a grade of "W." After the first week, a grade of "W" will be assigned up until the final published date for withdrawing (the last day of Week 6). That grade will be reflected on your transcript, but not calculated into your grade point average. Withdrawals after Week 6 will result in a grade of "F." You are responsible for maintaining written evidence of all drops/withdrawals.

Telephone and email drops/withdrawals will not be accepted. The following table clearly outlines Florida Tech's withdrawal and refund policies. PAWS is accessible through the university portal TRACKS Florida Tech.

Table 1. Withdrawal Policy/Refund Chart

Week

Withdrawal Permitted

Tuition Refunded

Deadline

1

Yes

100%

By Sunday 11:59 p.m. ET

2

Yes

60%

By Sunday 11:59 p.m. ET

3

Yes

40%

By Sunday 11:59 p.m. ET

4

Yes

No Refund

By Sunday 11:59 p.m. ET

5

Yes

No Refund

By Sunday 11:59 p.m. ET

6

Yes

No Refund

By Sunday 11:59 p.m. ET

7

No

No Refund – No Withdrawal

 

8

No

No Refund – No Withdrawal

 

 

Student Code of Conduct: Florida Tech values a community based on the principles of integrity, civility, and respect. As such, the FIT community expects students to behave in a manner that supports these principles. The Student Code of Conduct is a document that describes behavior that is counteractive to these principles and how the university will hold students accountable to those inappropriate behaviors. See the Code of Conduct/Grounds for Disciplinary Action.

Sexual Harassment: Florida Tech is committed to the fundamental principles of academic freedom, equality of opportunity and human dignity. To fulfill its multiple missions as an institution of higher learning, FIT encourages a climate that values and nurtures collegiality, diversity, pluralism, and the uniqueness of the individual within our state, nation, and world. All decisions and actions involving students and employees should be based on applicable law and individual merit. FIT, in accordance with applicable federal and state law, prohibits discrimination, including harassment, on the basis of race, color, national or ethnic origin, religion, sex, disability, age, or veteran status.

Title IX Statement: The university’s Title IX policy is available on the fit.edu website. Title IX of the Education Amendments of 1972 is a federal civil rights law that prohibits discrimination on the basis of sex in federally funded education programs and activities. Florida Institute of Technology policy also prohibits discrimination on the basis of sex.

Florida Tech faculty are committed to helping create a safe learning environment for all students that is free from all forms of discrimination and sexual harassment, including sexual assault, domestic violence, dating violence, and stalking. If you, or someone you know, have experienced or is experiencing any of these behaviors, know that help and support are available. Florida Tech strongly encourages all members of the community to take action, seek support, and report any incident of sexual harassment or gender discrimination to the Title IX Coordinator at 321-309-3068.

Please note that your professor must report any incidents to the Title IX Coordinator. 

If you wish to speak to an employee who does not have this reporting responsibility, please contact the Student Counseling Center at 321-674-8050.

Disaster Statement

School Closure

Florida Tech observes national holidays, and students are not required to participate in classes on such days. In the case of an emergency closure of Florida Tech, if classes can still operate, they will continue. If the Learning Management System is unavailable for maintenance reasons, classes will resume as quickly as possible, and students should check the Florida Tech Security website regularly for updates.

Natural Disaster

If a natural disaster impacts the Melbourne, Florida, area, all students should check the Florida Tech Security website or call (800) 888-4348 for updates.

If a natural disaster occurs near students’ residences, they should contact their professor and advisor. Final decisions on the appropriate timeline to complete course requirements are at the discretion of each professor.