Woolpert Risk Awareness Program - Module 3

Not having a contract or having a bad contract can cost Woolpert money in multiple ways. Firstly, it can result in defense costs, as without a proper contract, the company may face legal disputes or litigation that require financial resources to defend. Secondly, a lack of contract or a poorly drafted one may lead to an inability to bill for additional services provided to the client, resulting in lost revenue. Lastly, not having a contract or a poorly defined one can lead to scope creep, where the client demands additional work beyond the agreed-upon scope, causing additional costs for Woolpert. Therefore, all of the above options - II, I and III - are correct.

Contracts can be either express or implied. An express contract is one in which the terms and conditions are explicitly stated, either orally or in writing. On the other hand, an implied contract is one that is formed based on the parties' actions and conduct, rather than being explicitly stated. These contracts are legally binding and enforceable, even though they may not have been explicitly agreed upon. Therefore, it is true that contracts can be either express or implied.

In-House Counsel does not have the authority to sign contracts.

Contract signing authority is only valid within the individual’s service line and only with respect to projects originating from the immediate staff that the individual manages.

Woolpert will work under a purchase order.

False. Contract liability refers to the legal obligation that arises from a contract. In order to have contract liability, there must be a valid and enforceable contract in place. Without a contract, there can be no contract liability as there is no agreement or legal relationship between the parties involved.

Legal typically requires 5 to 7 days to turn around contract review comments. This means that it usually takes them this amount of time to review and provide feedback on contracts.

Woolpert does not agree to make payment contingent upon receipt of payment from the client to the prime consultant when they are in the role of a subconsultant.

Woolpert can agree to provide its commercial general liability insurance on a primary and non-contributing basis, but only with respect to Woolpert's operations. This means that Woolpert's insurance coverage will take precedence over any other insurance policies in the event of a claim, and Woolpert will not require any contribution from other insurance policies. However, this coverage is limited to Woolpert's own operations and does not extend to any other parties or entities.

The statement is true because the terms warranty and guarantee are commonly used interchangeably. Both terms refer to a promise made by a manufacturer or seller to repair or replace a product if it is found to be defective or does not meet certain standards. While there may be slight differences in legal definitions or specific terms used in different industries, in general, warranty and guarantee are used synonymously to describe the assurance provided to customers regarding the quality and performance of a product.

A purchase order is considered a contract because it is a legally binding document that outlines the terms and conditions of a purchase between a buyer and a seller. It includes details such as the product or service being purchased, quantity, price, delivery date, and payment terms. Both parties are obligated to fulfill their responsibilities as stated in the purchase order, making it a contractual agreement.

The minimum contract requirements for accounting to avoid a zero fee project set up include: I. Scope, III. Schedule, and IV. Compensation. These requirements ensure that there is a clear understanding of the scope of work, a defined schedule for completing the project, and a mutually agreed-upon compensation for the services provided. By including these elements in the contract, it helps to avoid any misunderstandings or disputes regarding the project and ensures that the accounting services are properly compensated.

Warranties are excluded from our policy.

Woolpert prefers not to use letter agreements because they tend to be more conversational and don't cover all relevant issues. This implies that letter agreements lack the necessary formality and specificity required to address all the important aspects of a legal contract. It suggests that Woolpert prefers to use more comprehensive and legally binding agreements to ensure that all relevant issues are adequately addressed.

The legal elements of a contract include mutual assent, consideration, and no legal defenses. Mutual assent refers to the agreement between the parties involved, where they understand and accept the terms of the contract. Consideration is the exchange of something of value, such as money or goods, between the parties. This element ensures that both parties have a stake in the contract. Lastly, the absence of legal defenses means that there are no valid reasons for the contract to be deemed unenforceable, such as fraud or duress. These three elements are essential for a contract to be legally binding and enforceable.

A time is of the essence provision does not only apply to deliverable dates. It is a contractual clause that emphasizes the importance of meeting deadlines and performing obligations promptly. This provision can apply to various aspects of the contract, such as payment dates, performance milestones, and other time-sensitive obligations. Therefore, the statement that it only applies to deliverable dates is incorrect.

The statement is false because the Woolpert standard contracts are not located on the legal intranet.

Woolpert’s deliverables are instruments of service, not products. Woolpert maintains a copyright interest in the deliverables, unless we somehow contract that right away.

Addendums with the Federal Government are only binding if the Government’s Contract Officer has signed the Addendum. The Technical Representative has no authority to independently engage additional services.

Woolpert can agree to provide additional insured status but only on its commercial general liability policy. This means that Woolpert can offer additional coverage to a third party by adding them as an insured on their commercial general liability policy. This coverage may not extend to other types of policies that Woolpert may have.

A verbal contract made between two parties is an express contract.

The Woolpert short form agreement can be used for project fees less than $10,000.

Woolpert’s insurance does not provide coverage for a defense obligation or indemnification for client initiated settlements. Woolpert does not agree to indemnify for agents as it is a broad term. Indemnification must be tailored to “negligent” acts or omissions and only to the extent caused by our negligent, not for mere allegations of negligence.

The professional liability insurance does not provide defense coverage to Woolpert’s clients.