Project Closure Close Out Requirements

Project Closure Close Out Requirements

Parties and Recitals

Client Name:   Contractor Name:

WHEREAS, Client has engaged Contractor to perform the work described in the contract known as the Project identified as Project Name: and Project Number: ; and

WHEREAS, the parties desire to establish the formal closeout requirements, deliverables, acceptance procedures, and final accounting necessary to effect final completion and final payment of the Project effective as of Effective Date: .

Scope of Work (Close Out Activities)

Required Deliverables and Documentation

The following items must be submitted prior to final acceptance. Check each item when included with final submission:

As-built drawings, CAD files, and redlines

Operation, maintenance manuals, and parts lists

Warranty certificates and subcontractor warranty documentation

Test reports, commissioning results, and inspection records

Final permits, certificates of occupancy and regulatory closeout documents (if applicable)

Final unconditional lien waivers from Contractor and major subcontractors

Final Acceptance and Punchlist

Final acceptance will be deemed granted when Client issues a written Final Acceptance Certificate specifying any remaining punchlist items and the schedule for correction. If Client does not issue written notice of deficiency within days after receipt of the complete closeout submission, the submission will be considered accepted.

Payment Terms (Final Accounting)

Final payment is contingent upon receipt of all required deliverables, satisfactory completion of punchlist items as determined under the Acceptance criteria, and receipt of final unconditional lien waivers and final billing. Any retained amount or holdback shall be released in accordance with the schedule above and the contract documents.

Term and Termination

Project Start Date:   Project End Date (anticipated):

Either party may terminate this closeout agreement for material breach if the breaching party fails to cure the breach within days after written notice. Termination shall not relieve Contractor of obligations to complete closeout tasks for which payment remains due, unless otherwise agreed in writing.

Confidentiality

Each party shall maintain in confidence all proprietary information, trade secrets, and nonpublic business information disclosed in connection with closeout activities. Confidential information shall not be disclosed to third parties except as required by law, court order, or with prior written consent. This obligation survives termination or final payment for a period of years.

Insurance, Warranties, and Releases

Contractor represents that all required insurance remains in force through final acceptance. Confirmations required with final submission:

Certificate of insurance evidencing coverage through final acceptance

Transferable warranties and warranty start date specified

Upon receipt of final payment and all required releases, Contractor shall execute a final release of claims limited to amounts paid and conditions met, except for retained rights for latent defects and warranty obligations expressly set forth in the contract documents.

Retention, Liens and Lien Waivers

Final unconditional lien waivers required from Contractor and subcontractors must accompany final invoice. Contractor certifies that all subcontractor and supplier obligations related to the closeout submission have been satisfied or will be satisfied upon receipt of final funds.

Record Retention and Access

Contractor will maintain project records for the period indicated above and shall provide reasonable access to Client or Client's authorized representatives upon request for audit or review during normal business hours.

Closeout Schedule

Complete closeout submission due:

Client review period (days):   Punchlist correction period (days):

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Disputes arising out of or related to these closeout requirements shall be resolved in accordance with the dispute resolution provisions of the underlying contract; if none exist, the parties agree to negotiate in good faith and, if necessary, proceed to binding arbitration.

Representations and Covenants

Each party represents and warrants that it has full authority to enter into this agreement and that the person executing below on its behalf is authorized to bind the party. Contractor further represents that all closeout submissions are accurate and complete to the best of Contractor's knowledge.

Entire Agreement

This document, together with the referenced contract documents and any written amendments signed by both parties, constitutes the entire agreement between the parties with respect to project closeout requirements and supersedes all prior negotiations, representations, or agreements, whether written or oral, relating to the subject matter hereof.

Miscellaneous

Any amendment to these closeout requirements must be in writing and signed by authorized representatives of both parties. Headings in this document are for convenience only and do not affect interpretation.

Sign Now