Legal WCC Set Package

LEGAL WCC SET PACKAGE

This Legal WCC Set Package (the "Package") is entered into as of by and between Client Name: , Client Address: and Contractor Name: , Contractor Address: .

RECITALS

WHEREAS, Contractor has performed certain construction, installation, testing and commissioning work and has prepared a set of completion and compliance documents commonly referred to as the "WCC Set" which may include a certificate of completion, warranty certificates, test reports, as-built drawings and clearance certificates; and

WHEREAS, Client requires delivery, certification and acceptance of the WCC Set as a condition precedent to final payment, release of retention and to establish Contractor's continuing obligations under applicable warranties and indemnities; and

WHEREAS, the parties desire to set forth the form, content, delivery, acceptance procedures and legal effect of the WCC Set in a single binding document.

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "WCC Set" means the collection of documents, certifications and deliverables described in Section 2 delivered by Contractor to Client in connection with the Work. 1.2 "Work" means the scope of goods and services performed by Contractor under the underlying contract between the parties identified by Project Reference: .

2. CONTENTS OF WCC SET

The WCC Set shall include, without limitation, the following items (check all that apply) and any other documents reasonably necessary for final acceptance:

Certificate of Completion
Warranty Certificate(s) with warranty period and effective date
Test Reports and Commissioning Records
As-Built Drawings and Record Documents
Release of Liens and Claims / Lien Waivers
Workers' Compensation Clearance Certificate or equivalent compliance certificate

3. DELIVERY, FORMAT AND ATTACHMENTS

3.1 Contractor shall deliver the WCC Set to Client's designated representative at the Notices address below in both electronic and printed form unless the parties agree otherwise in writing. Electronic files shall be accompanied by a manifest describing each item and the date of preparation. 3.2 All certificates shall be signed by authorized signatories and, where applicable, accompanied by supporting data, calibration certificates and chain-of-custody records.

4. INSPECTION, ACCEPTANCE AND DEFICIENCIES

4.1 Upon receipt of the WCC Set, Client shall have a period of days to inspect and either accept or issue a written deficiency notice identifying items not conforming to contract requirements. 4.2 Contractor shall correct any deficiencies within the time period specified in the deficiency notice. Acceptance shall be deemed final upon written acceptance by Client or upon expiration of the inspection period without written objection.

5. WARRANTIES, CERTIFICATIONS AND CONTINUING OBLIGATIONS

5.1 Contractor represents and warrants that each document in the WCC Set is accurate, complete and delivered in good faith and that the Work complies with the requirements of the underlying contract. 5.2 Contractor shall remain responsible for all express and implied warranties, defects remedial obligations and latent defect liability for the periods set forth in the underlying contract and applicable law, notwithstanding acceptance of the WCC Set.

6. FINAL PAYMENT, RELEASE OF RETENTION AND LIENS

6.1 Delivery and acceptance of the completed WCC Set in accordance with this Package shall be a condition precedent to Client's obligation to release any final payment or retention withheld under the underlying contract, subject to Client's rights to retain amounts for identified nonconforming items. 6.2 Contractor shall provide unconditional release of liens or conditional lien waivers as required by Client contemporaneously with final invoicing.

7. INSURANCE AND INDEMNITY

7.1 Contractor shall maintain insurance coverages required under the underlying contract and shall deliver certificates of insurance upon request. 7.2 Contractor shall indemnify, defend and hold harmless Client and its agents from and against any claims, liabilities, losses or expenses arising out of Contractor's breach of this Package, negligence in preparing or delivering WCC Set documents, or misrepresentations contained therein, except to the extent caused by Client's gross negligence or willful misconduct.

8. CONFIDENTIALITY

All information and documents included in the WCC Set shall be treated as confidential to the extent designated by either party or reasonably understood to be confidential; neither party shall disclose such information except as required by law or to its professional advisors on a need-to-know basis, provided that such advisors are under confidentiality obligations.

9. NOTICES

Notices under this Package shall be given in writing to the following representatives:

10. AMENDMENTS; 11. WAIVER

10.1 No amendment to this Package shall be effective unless in writing and signed by both parties. 11.1 No failure or delay by either party in exercising any right under this Package shall operate as a waiver of such right, and no single or partial exercise of any right shall preclude other or further exercise.

12. GOVERNING LAW; 13. ENTIRE AGREEMENT; 14. SEVERABILITY

This Package shall be governed by and construed in accordance with the laws of the jurisdiction specified by Client Governing State: without regard to conflicts of law principles. This Package constitutes the entire agreement between the parties with respect to the WCC Set and supersedes prior discussions. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. COUNTERPARTS; EXECUTION

This Package may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed to be original signatures for purposes of this Package.

CERTIFICATIONS

Contractor hereby certifies that, to the best of its knowledge, the documents and certificates included in the WCC Set are true, complete and correct and that the persons executing certificates are duly authorized to do so. Contractor further certifies that no material claims, liens or disputes exist except as disclosed in writing to Client.

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