Project Close Out Manual

Project Close Out Manual

Parties and Project Identification

Client Name:

Contractor Name:

Project Title:

Project ID/Contract No.:

Recitals

WHEREAS, Client and Contractor entered into one or more agreements for the design, construction and delivery of the Project identified above; and

WHEREAS, the parties intend by this Project Close Out Manual to establish the required deliverables, acceptance procedures, financial closeout procedures, record retention, and responsibilities to achieve formal project closeout and final acceptance; and

WHEREAS, the parties acknowledge that completion of the items and procedures set forth in this Manual is a condition to final payment, release of retainage and the end of Contractor obligations except as otherwise provided herein.

Scope of Work

Closeout Deliverables and Checklist

The following deliverables must be submitted, reviewed and accepted prior to final acceptance and final payment. Contractor shall initial each item when complete and provide supporting documents where required.

Acceptance, Punchlist and Final Inspection

Final inspection will be scheduled after Contractor notifies Client that all punchlist items are complete. Client will provide written acceptance or a final punchlist within days of inspection.

Payment Terms

Final payment due upon final acceptance and receipt of all required closeout documentation. Final payment amount: $

Late fee for overdue invoices: . Retainage release conditions:

Term and Termination

Term Commencement Date: . Anticipated Project Close Date:

Either party may terminate for material breach if the breaching party fails to cure within days after written notice. Notice of termination must be provided in writing to the addresses listed herein.

Confidentiality

"Confidential Information" includes non-public information exchanged during closeout, including financial records, proprietary operations manuals and as-built data. Each party shall (a) keep Confidential Information in strict confidence, (b) restrict disclosure to employees and consultants with a need to know, and (c) use such information solely to accomplish closeout and post-close obligations. Confidentiality obligations do not apply to information that is (i) in the public domain through no fault of the recipient, (ii) lawfully received from a third party without restriction, or (iii) required to be disclosed by applicable law or court order, provided the disclosing party is given prompt notice to seek protective measures.

The parties acknowledge that breach of this clause may cause irreparable harm and that remedies at law may be inadequate. In addition to other remedies, the non-breaching party is entitled to seek injunctive relief to prevent or limit unauthorized disclosure.

Records Retention and Post-Close Support

Contractor shall retain project records, as-built drawings, warranties and financial documentation for a period of from the date of final acceptance. Post-close support obligations and warranty response times are as follows:

Governing Law

This Project Close Out Manual and any disputes arising out of or related to it shall be governed by and construed in accordance with the laws of , without regard to conflict of laws principles.

Entire Agreement

This Manual, together with the underlying principal contract documents referenced herein, constitutes the entire agreement between the parties with respect to project closeout procedures and supersedes all prior negotiations, understandings and agreements, whether written or oral, concerning closeout processes. Any amendments to this Manual must be in writing and signed by authorized representatives of both parties.

Acceptance Certification

By signing below, the signatories certify that they are authorized representatives of their respective parties, that they have reviewed and accept the closeout procedures and obligations set forth in this Project Close Out Manual, and that all information and representations in submitted closeout documentation are true and complete to the best of their knowledge.

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