Project Close Out Documents

PROJECT CLOSE OUT DOCUMENTS

Project Identification

WHEREAS, Client Name: and Contractor Name: entered into a written contract for the Project Name: for the Project Address: on .

WHEREAS, Contractor represents that construction and related services required by the contract have been substantially completed and Contractor and Client wish to document final deliverables, certifications, releases, and payment obligations as part of formal project close out.

WHEREAS, the parties intend that the execution of this Project Close Out Documents instrument shall confirm final acceptance (subject to identified exceptions), final payment terms, transfer of deliverables, and the release of claims as set forth below.

Close Out Document Checklist

The following close out documents have been prepared and are being delivered in connection with final project close out. Check each delivered item and provide date delivered where applicable.

Scope of Work Delivered

Payment Terms

Final payment amount due to Contractor upon acceptance and delivery of all required close out documents: $

Late payment charge: . Late charges commence on the business day following the due date and accrue at the stated rate until paid in full.

Release of retained funds (if any) will occur upon delivery of all final lien waivers and acceptance by Client: Scheduled release date: .

Term and Termination

Project start date: . Project completion date (substantial completion): .

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Termination shall not relieve the terminating party of its obligations accrued prior to termination, including payment for work performed and costs reasonably incurred.

Confidentiality

Each party shall hold confidential all proprietary information, designs, financials, and other non-public information produced or exchanged in connection with the Project Close Out Documents, and shall not disclose such information to third parties except as required by law or as necessary to enforce the rights under this document. Confidential information does not include information which is or becomes publicly available through no fault of the receiving party.

Certifications and Releases

Contractor certifies that, to the best of Contractor's knowledge, all subcontractors, suppliers, and laborers have been paid for work performed through the date of final invoice and that no claims for payment or lien exist except as disclosed in writing below: Disclosed claims/exceptions:

Upon receipt of final payment as set forth above, Contractor will execute a final release of liens and claims arising out of the work performed under the contract, conditioned only upon receipt of cleared funds.

Acceptance

Client hereby acknowledges receipt of the listed close out documents and either accepts final completion or records the exceptions below. Final acceptance status:

Date of acceptance by Client:

Governing Law; Entire Agreement

This agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law rules.

This Project Close Out Documents instrument, together with any referenced exhibits and the underlying contract between Client and Contractor, constitutes the entire agreement between the parties with respect to project close out and supersedes all prior negotiations, representations, and agreements, whether written or oral.

Any amendment to this instrument shall be in writing and signed by both parties.

Acknowledgment

By signing below, each party represents and warrants that it has the authority to enter into this Project Close Out Documents instrument, that the information provided herein is true and correct, and that execution of this document constitutes a binding obligation enforceable according to its terms.

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