Need help with this case study on urgent basis if anyone can help please that will be greatly appreciated. No anonymous comments or answers please.

1. Define who authored each of these contract samples, the buyer or the seller. Is there an advantage to being the author? Defend position with a few statements to support answer.
2. Who bears the most risk in these examples? How could the risk be mitigated or minimized?
3. Review the Service Guarantee in the fixed price example. Would this clause be satisfactory if you were the buyer in this example? If not satisfactory, what would you change/include that would make it more palatable to the buyer?
4. In the time and materials contract, how are the costs for the time and materials captured? What are the mechanisms for relaying this information to the buyer?
5. Which contract sample best represents the intent of that type of contract? Support contract selection with a brief description of why that contract sample best represents the intent of the contract.

September 29, 2005 ABC Company Mr. and Mrs. ABC Main Street USA Dear Mr. & Mrs. ABC In order to document the understanding between us as to the scope of the work that XYZ, CPA's will perform, we are entering into this fixed price agreement with ABC Company. To avoid any misunderstandings, this agreement defines the services we will perform for you as well as your responsibilities under this agreement. PROFESSIONAL SERVICES XYZ, CPA's will perform the following services for ABC Company: Plan "A" Adjust clients Quickbooks as of December 31, 2004 to agree in total to 2004 Corporate tax return. Review and adjust clients Quickbooks from Excel spreadsheets through September 30, 2005. TOTAL PROFESSIONAL SERVICES $ 7,500 Plan "B" (*Excluded from this Fixed Price Agreement) Consider amending 2004 tax return if required. Review Quickbooks set up as it relates to job costing. Re-key 2005 transactions.with this Contract or that are otherwise determined to be unallowable by Princeton University shall not be paid under this Contract. ARTICLE VI - TIME OF PERFORMANCE (8) The Work to be performed under this Contract shall commence on Month ##, 20. Subject to authorized adjustments, Substantial Completion shall be achieved no later than Month ##, 201#. (b) Contractor acknowledges that time is of the essence in the performance of the Work under this contract. Any adjustments to the dates specified above may be made only as authorized in writing by Princeton University. ARTICLE VII-PAYMENTS In accordance with General Terms & Conditions Clause K2 - Payments Under Time-and- Materials Contracts, the Contractor shall prepare and submit monthly invoices or "Applications for Payment" for Work performed under this Contract. When the time of performance does not exceed one month, the Contractor shall submit one single invoice for payment upon completion of all Work on the project. (b) Invoices shall contain sufficient detail and be submitted with supporting documentation as required by Clause K2. Invoices shall be typed or computer-generated, shall include the Contractor's name and payment/remittance address, and shall cite Princeton University Contract Number FC100#4:##. The Contractor shall scan and submit all invoices via the following website address: https://facilities.princeton.edu/fas/invnice.aspx . (c) The Contractor shall not invoice for nor will Princeton University pay amounts that exceed the ceiling price established in this Contract. (d) Payment will be made to the Contractor within 30 days after receipt by Princeton University of an invoice that is submitted in proper form and substance. Release of payment will be conditioned upon review and approval of the invoice by the Princeton University Administrative Representative and the Project Manager designated in Article III for this Contract. ARTICLE VIII - INSURANCE (a) Prior to beginning any of the Work on the Project or at the time of execution of this Contract, whichever occurs first, the Contractor shall establish, maintain and keep in force policies for minimum insurance coverage as indicated in Clause G1 of the General Terms and Conditions set forth in Part IV including the minimum coverage for General Liability as indicated below: General Liability: Each Occurrence...mim amSelect applicable coverage limit.. General Aggregate...... ..Select applicable coverage limit.. Excess Liability: General Aggregate..... .. Select applicable coverage... (b) Prior to or within ten (10) consecutive calendar days after award of this Contract and, under any circumstances, prior to the Contractor entering Princeton University's premises to begin Work under this Contract - The Contractor shall submit an insurance certificate(s) evidenceng compliance with all requirements for insurance coverage to Princeton University's Contract Administrator for review and approval; and,(2) In accordance with subparagraph G1(a)(8), the Contractor shall require and verify compliance with the insurance requirements by any Subcontractor that may be engaged by the Contractor for Work under this Contract. (9) All Risk Coverage. All Risk Coverage for the Project shall be provided by: [x] Princeton University pursuant to Clause G1(b)(1). [ ] Contractor pursuant to Clause G1(b)(2). (d) As required by Clause G1, Contractor is responsible for ensuring that Princeton University is notified in advance of any material change to or renewal of any of the insurance coverages during the term of the Contract and, in the event of such changes, Contractor shall provide a new Insurance certificate to evidence continued compliance with Princeton University's insurance requirements. ARTICLE IX - NEW JERSEY PREVAILING WAGE ACT [a) This Article [X] is [ ] is not applicable to this Contract. [b) Pursuant to the provisions of N.J.S.A. 18A:72A-5.1 et seq., which govern contracts financed in whole or in part by the New Jersey Educational Facilities Authority, the Contractor hereby acknowledges that the Contract is subject to the provisions, duties, obligations, remedies and penalties of the New Jersey Prevailing Wage Act, Chapter 150 of the New Jersey Laws of 1963, New Jersey Department of Labor and Industry, as amended (NJ.S.A. 34: 11-56.25, et seq.). (c) Wage and fringe benefit rates shall be paid to all workmen as required under N.J.S.A. 34: 11- 56.25, et seq. The Contractor shall obtain the applicable Wage Rate Determination, as promulgated by the State of New Jersey Department of Labor and Workforce Development, which is set forth at www.state.nj.us/labor/Isse/Ispubcon.html. The Wage Rate Determination in effect as of the effective date of this Contract shall govern this Contract. The Contractor shall maintain in its file a copy of the applicable Wage Rate Determination, which shall be made available to Princeton University upon request. (d) The Contractor shall prepare and retain (and shall cause its Subcontractors at all tiers to prepare and submit to the Contractor for retention) Weekly Certified Payrolls in accordance with N.J.5.A. 34: 11- 56.25, et seq., commencing with the first of the Contractor's Work on the Project and continuing uninterrupted until the completion of its Work. With each invoice or payment application, the Contractor shall provide a written certification that it has complied with the prevailing wage requirements. Failure of the Contractor to prepare and submit its certification in a timely manner, proper in form and substance, may result in the withholding of progress payment(s) or final payment until such time as the Contractor corrects any such deficiencies with respect to the submission of its certification. In addition, if it is determined that any worker has been paid less than the prevailing wage required, Princeton University may terminate the Contract or the subcontract in accordance with N.J.5.A. 34: 11-56.27. (e) The Contractor and each Subcontractor shall maintain records and make them available for inspection in accordance with N.J.S.A. 34: 11-56.29. The Contractor and each Subcontractor shall post the prevailing wage rates in accordance with N.J.SA. 34: 11-56.32. The Contractor and each Subcontractor shall be registered in accordance with N.J.S.A. 34:11-56.52. (1) As a condition to final payment under the Contract, the Contractor shall file the written statements required by N.J.S.A. 34: 11-56.33, proper in form and substance. (g) To the fullest extent permitted by law, the Contractor and each Subcontractor shall defend, indemnify and hold Princeton University and its officers, directors, employees, agents and assignsharmless from and against any and all loss, damage, liability, expense, claims, demands, and causes of action of any kind (including reasonable attorney's fees and administrative costs, incurred by Princeton University), arising or allegedly arising, in any way from or in connection with the Contractor's or any Subcontractor's failure to comply with the New Jersey Prevailing Wage Act, N.J.S.A. 34: 11-56.25, et seq. ARTICLE X - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT (a) This Article [ ] Is [X] is not applicable to this Contract. (b) Contractor's Code of Business Ethics and Conduct: (1) Within 10 days after contract award, unless the Administrative Representative establishes a longer time period, the Contractor shall: (i) Have a written code of business ethics and conduct; and (ii) Provide a copy of the code to each employee engaged in performance of the contract. (2) Within 30 days after contract award, unless the Administrative Representative establishes a longer time period, the Contractor shall establish an ongoing business ethics and conduct awareness program and an internal control system that shall: (3) Facilitate timely discovery of improper conduct in connection with Princeton University contracts; and Ensure corrective measures are promptly instituted and carried out. For example, the Contractor's internal control system should provide for: (ii) periodic reviews of company business practices, procedures, policies, and internal controls for compliance with the Contractor's code of business ethics and conduct; (iii an internal reporting mechanism, such as a hotline, by which employees may report suspected instances of improper conduct, and instructions that encourage employees to make such reports; internal and/or external audits, as appropriate; and (v) disciplinary action for improper conduct. (c) Princeton University Hotline. During the performance of this contract, the Contractor shall prominently display the Princeton University Hotline contact information at contract work sites and off- site offices that support the work site. If the Contractor maintains a company website as a method of providing information to employees, the Contractor shall include a link to the website for the Princeton University Hotline (www.princeton.edu/compliance/hotline.html). The website provides information and instructions for the use of the Hotline. Reports can be submitted online or via phone at 1-866-478- 9804. (d) Subcontracts. The Contractor shall include the substance of this clause, including this paragraph d), in all subcontracts. ARTICLE XI - BACKGROUND CHECKS (a) This Article [ ] is [X] is not is not applicable to this Contract. (b) Contractor shall ensure that background checks are conducted on all persons performing Work at the Project location, and shall exclude from the Project location any individual that does notABC Company September 29, 2005 Page 2 of 3 * Included in the unlimited access are the following services to be provided by XYZ, CPA's to ABC Company: . Unlimited phone support and E-mail communications to discuss operations of, business matters, tax matters, and any other topic at the discretion of the officers of ABC Company. Because our fixed price agreement provides ongoing access to the accounting, tax, and business advice you need on a fixed-price basis, you are not inhibited from socking timely advice by the concern over a clock running endlessly. Our services are designed around fixed prices, as opposed to hourly rates, and offer you access to the accumulated wisdom of the firm through CPAs with substantial experience who can help enhance your company's future and achieve its business goals. While the fixed price entitles your company to unlimited consultation with us, If your question or issue requires additional research and analysis beyond the consultation, that work will be subject to an additional price negotiation before the service is to be performed, and a "Revised Service Agreement" will be issued before delivery of the additional service, with payment terms agreed to in advance. Unanticipated Services If you choose to forego the audit representation, the parties agree that if an unanticipated need arises (such as, but not limited to, an audit by a taxing agency, or any other service not anticipated in this agreement by the parties), XYZ, CPA's hereby agrees to perform this additional work at a mutually agreed upon price before the service is provided. This service will be billed separately to ABC Company, as part of a Revised Service Agreement, and will be payable upon presentation. Service Guarantee Our work is guaranteed to the complete satisfaction of the client. If you are not completely satisfied with the services performed by XYZ, CPA's, we will, at the option of the officers of ABC Company, either refund the price, or accept a portion of said price that reflects your level of satisfaction. To assure that our arrangement remains responsive to your needs, as well as fair to both parties, we may meet throughout 2005 and, if necessary, revise or adjust the scope of the services to be provided and the prices to be charged.ABC Company September 29, 2005 Page 3 of 3 Furthermore, it is understood that either party may terminate this agreement at any time, for any reason, within 10 days of written notice to the other party. It is understood that any unpaid services that are outstanding at the date of termination are to be paid in full within 10 days from the date of termination. If you agree that the above adequately sets forth your understanding of our mutual responsibilities, please authorize this agreement and return it to our office within thirty (30) days so that we can properly schedule our staff. A copy is provided for your records. We would like to take this opportunity to express our appreciation for the opportunity to serve you. Very truly yours, By: Partner, CPA XYZ, CPA's Agreed to and authorized: ABC Company By: Dated: Mr. ABC By: Dated: Mrs. ABCPRINCETON UNIVERSITY Facilities Procurement Office E. A. MacMillan Building Annex Princeton, New Jersey 08544 CONSTRUCTION SERVICES FOR PROJECT/SERVICE TITLE CONTRACT NUMBER FC100 # # # # # WITH FIRM NAMECONTRACT NUMBER FC100# # # # # PROJECT/SERVICE TITLE TABLE OF CONTENTS PART I AGREEMENT ARTICLE I - THE "CONTRACT".INEMAIL ARTICLE II- DEFINITIONS. ARTICLE III - DESIGNATED REPRESENTATIVES. ARTICLE IV-STATEMENT OF WORK ... YUANNN ARTICLE V-AMOUNT OF CONTRACT ... ARTICLE VI-TIME OF PERFORMANCE ... ... ARTICLE VII -PAYMENTS .. .. ME ARTICLE VIII - INSURANCE ......- ARTICLE IX - NEW JERSEY PREVAILING WAGE ACT ARTICLE X - CONTRACTOR CODE OF BUSINESS ETHICS AND CONDUCT.. ARTICLE XI-BACKGROUND CHECKS........maximum MINEIN ARTICLE XII - SPECIAL PRICING APPLICABLE TO ALL PRINCETON UNIVERSITY PROJECTS ............ 8 PART II STATEMENT OF WORK/SPECIFICATIONS PART III SCHEDULE OF DRAWINGS PART IV GENERAL TERMS & CONDITIONS FOR TIME AND MATERIALS TYPE CONSTRUCTION CONTRACTS (v7.1 8-2014)PARTI AGREEMENT PROJECT/ SERVICES EFFECTIVE DATE OF CONTRACT Project/Service Title Month DD, YYYY THE TRUSTEES OF PRINCETON UNIVERSITY CONTRACTOR Princeton University Firm Name Facilities Procurement Office Address, City, State, Zip E. A. MacMillan Building Annex Princeton, NJ 08544 This Time-and-Materials (T&M) Contract (the "Contract") for Project/Service Title (the "Work") is made and entered into by and between The Trustees of Princeton University (hereinafter "Princeton University"), a New Jersey not-for-profit corporation existing under the laws of the State of New Jersey, with its principal offices in Princeton, New Jersey, and Firm Name (hereinafter "Contractor"), organized and existing under the laws of the State or Commonwealth of [State] with its principal offices located at the address shown above. WITNESSETH WHEREAS, Princeton University desires that the Contractor furnish construction services described in the documents comprising this Contract; and WHEREAS, the Contractor represents that it is willing and able to provide these services in accordance with the terms of this Contract, NOW THEREFORE, the parties do mutually agree as follows: ARTICLE I - THE "CONTRACT" (a) This Contract is comprised of the following documents (the "Contract Documents"), including all modifications thereof: Part I - Agreement including the following documents: . List RFB/P documents that are attached or incorporated by reference as a part of Part I - Agreement. Part II - Statement of Work/Specifications including the following documents: . List Specification Documents Part III - Schedule of Drawings Part IV - General Terms and Conditions for Time and Materials Type Construction Contracts (v7.1 8-2014) (b) The Contract Documents are complementary and are intended to include and imply all items required for the proper execution and completion of the Work (as defined in General Terms & Conditions Clause All under this Contract. Any item of Work mentioned in the specifications and notshown on the drawings, or shown on the drawings and not mentioned in the specifications, shall be provided as if shown and mentioned on both. However, in the event of any conflict between or among the Contract Documents, the documents shall control in the order listed above. (c) Unless specifically included as a part of the Contract Documents, any and all prior negotiations and writings of every kind concerning this Contract or the Work described herein are superseded and supplanted by this Contract. Any changes to the provisions of this Contract, including changes to the Contract Documents and exercise of options, made following the execution of this Contract shall be made only by written Amendment/Change Order to the Contract in accordance with General Terms & Conditions Clause K1 - Changes. ARTICLE II - DEFINITIONS General definitions applicable to terms in this Contract are set forth in Clause Al of the General Terms and Conditions and are supplemented by the following: (a) The term "Architect-Engineer" or "A-E" refers to Princeton University or an individual or firm retained by Princeton University who is responsible for generating the designs and/or specifications for Work to be performed by the Contractor under this Contract. As used in this Contract, the term "Architect-Engineer" or "A-E" also Includes structural, mechanical, electrical, or other engineers and consultants normally and customarily retained by an Architect or Princeton University to design the elements and observe the construction of a building structure or system. ARTICLE III - DESIGNATED REPRESENTATIVES (a) The Contractor's designated representatives for this contract and the project are: Contractor's Project Manager Project Manager Contractor's Administrative Rep Administrative Representative (b) Princeton University's designated project and administrative representatives (individually and collectively herein "Princeton University Representatives") are: Princeton Project Manager Name Project Manager (Technical Representative) Princeton Contract Administrator Name Contract Administrator (Administrative Representative) (9) Agreements and or actions taken by the Contractor that, by their nature, effect a change to this Contract, shall only be binding upon Princeton University when such change or action is specifically authorized in writing in advance by one of the Princeton University Representatives listed above. Therefore, any Work or change undertaken by the Contractor at the direction of anyone other than a Princeton University Representative, or without the prior written authorization of a Princeton University Representative, is at the Contractor's own risk. ARTICLE IV - STATEMENT OF WORK (a) Scope of Work. The Contractor agrees to furnish all labor, equipment, material and supervision to perform the Work described in the Contract Documents listed or referred to in Article I hereof for the Project. (b) Contractor Personnel. Princeton University expects the Contractor to provide workers who are properly qualified, trained, certified, and experienced in their respective trades to perform the Work under this Contract. The Contractor Is responsible for his employees using safe working practices, maintaining satisfactory standards of employee competency, conduct, and integrity, and for taking such disciplinary action with respect to his employees as may be necessary and appropriate and shall be responsible for ensuring that the Work is performed in accordance with the established practices of thecraft or trade. Princeton University reserves the right to require the Contractor to remove any employee from the worksite who is deemed to be incompetent, careless, Insubordinate, belligerent, or whose continued employment on the project is otherwise considered to be contrary to Princeton University's interest (C) Job Supervision. The Contractor is responsible for providing supervision, coordination, and oversight necessary to facilitate the orderly progress and timely completion of the Work. Princeton University does expect that occasional site visits will be made by Contractor's management staff; however, direct charges for supervision of jobs by company management personnel will not be allowed (such costs should be treated as a part of overhead). Unless collective bargaining agreement rules specify otherwise, any time there are two (2) or more workers of the same trade on a job, one (1) individual will be designated as the foreman and is responsible for overseeing and coordinating safe and high quality work. (d) Coordination of Work. The Contractor acknowledges that it is essential that all Work on this project be coordinated, including Work to be provided by Princeton University staff/employees. The Contractor shall be responsible for coordinating the Work of all its employees and Subcontractors as well as any Work to be provided by Princeton University. (e) Vehicles, Tools, and Equipment. The Contractor is responsible for providing any and all vehicles, tools, and equipment necessary for performing the Work under this Contract including obtaining the equipment and transporting the equipment to and from the job site. In this regard, the Contractor shall = (1) Ensure that its employees that are assigned to perform the Work carry their own tools of the trade or are provided with tools normally carried by the trade on the job site. "Tools of the trade" are generally considered to be vehicles, tools, and equipment (e.g. hand tools, power tools, pickup trucks, vans, ladders, scaffolding, etc.] that are normally used in the course and scope of the Contractor's business and that should be a part of a qualified Contractor's inventory. Costs related to the acquisition, use, or maintenance of tools of the trade should be included as a part of the Contractor's fully-burdened Hourly Labor Rates and are not under any circumstances to be separately or directly billed under this Contract. (2) Arrange for lease or rental of any special tools and equipment needed to perform the Work. "Special tools and equipment" are considered to be tools and equipment (e-g. cranes, towed air compressors, dumpsters with associated tipping fees, etc.) that are not typically maintained in a Contractor's inventory, but that are leased or rented when needed for a specific project/job. Charges for lease or rental of special tools and equipment with associated mark-up may be directly billed provided that the Contractor clearly identifies these items in advance as a part of their proposal to perform the Work. (3) Ensure that all vehicles, tools, and equipment are in good operating condition, capable of rendering efficient, economical, and continuous service and equipped with necessary and required safety devices in accordance with State and Federal laws, While Princeton University reserves the right to inspect any equipment for compliance with these requirements regarding condition, this does not relieve the Contractor of the obligation to furnish conforming equipment. If any equipment is found to be deficient or non-conforming, Princeton University shall so notify the Contractor who shall immediately take action to place the equipment in good operating condition at his own expense. If the Contractor does not take corrective action within a reasonable time, Princeton University may require the immediate removal and replacement of the deficient equipment at the Contractor's expense.ARTICLE V -AMOUNT OF CONTRACT (a) In consideration for the Contractor's performance of the Work under this Contract, Princeton University agrees to pay the Contractor for the actual and permissible time-and-materials costs incurred up to, but not exceeding, the total ceiling price of Shi,well, WAR.## (Insert text description of amount] calculated based on the following and as further defined in General Terms & Conditions Clause K2: [1) Hourly Labor Rates. Princeton will compensate the Contractor for actual hours incurred by its employees in the performance of the Work at the fully-burdened Hourly Labor Rates specified below for the named individuals or various individuals working in the labor/trade classifications shown. Named Individual and/or Labor/Trade Classification Straight Time Rate Overtime Rate The Hourly Labor Rates set forth above are "fully burdened", i.e. inclusive of all costs for labor, overhead and profit associated with providing an hour of Work by the named individual or labor/trade classification. Straight Time Rates shall apply to a forty (40) hour work week performed at Princeton University. Overtime Rates will not be paid unless overtime work is specifically authorized in advance by a Princeton University Representative named in Article III of this Contract. Examples of costs considered to be included as part of fully-burdened unit prices or labor rates and for which separate assessments or requests for direct reimbursement will not be allowed: Costs associated with providing "tools of the trade". Costs for travel to and from the worksite including costs for travel time, transportation expenses, meals/subsistence lodging, per diem, or any other travel or living type expenses. (iii) Charges for supervision of projects/jobs by company management personnel. [iv) Profit, fees, surcharges, mark-ups, or other indirect charges not otherwise specifically addressed in this Article. (2) Material, Special Equipment, and Subcontractor Costs. Princeton will compensate the Contractor for actual costs for purchase of materials, acquisition of special equipment, and any subcontracted work plus applicable mark-up based on the rates set forth below, Mark-up rates are intended to reimburse the Contractor for material handling and other indirect costs associated with acquiring materials, special equipment, and subcontracted work that are typically allocated to direct costs for these items in accordance with the Contractor's usual accounting procedures. Profit shall not be included as a part of these mark-up rates. Material Mark-Up Rate ......... -...... NN Special Equipment Mark-Up Rate.... NNX Subcontractor Mark-UP .....) .... NN (b) Princeton University will pay reasonable and allocable costs related to the performance of the Work under this Contract that are compliant with the rates and other factors set forth herein and otherwise determined by Princeton University to be allowable. Costs or rates that are not compliant