Know the Contract  -  Part 14, Contract Completion/Closeout

 

This is the 14th in a series of discussions that is intended to prompt Project Teams to be aware of the entire contract document, including Information For Bidders (IFB), General Provisions/General Conditions/Terms and Conditions (GCs) and the Technical Requirements [Specifications and Drawings.] 

Part 14 of Know the Contract is Contract Completion/Closeout.   Closeout is the successor to all other work performed under the Contract and it is final set of activities between the Buyer and Seller.    While the requirements for Closeout may be scattered throughout the Contract document, the most important are described in the GC’s sections related to Schedule and Payments.   At this phase of the Contract, the Buyer’s Contracting Officer is the primary arbiter for determining that all requirements are met by the Seller and confirmed by the Buyer’s Project Manager.   

Part 6-Schedule Performance and Part 7-Progress & Milestone Payments of this series describe the content in the typical contract Form.   Satisfying these requirements precede completing the Closeout process and documentation, and includes substantiating completion of testing and start-up; training; delivering spare parts; submitting operation & maintenance manuals, software, as-built drawings, asset management data and warranty; and closure of all quality management  processes and deliverables. 

Regardless of the contracting method, such as Design-Bid-Build, Design Build and CM At Risk, the Closeout of the contract is governed by the GCs as well as any Special Conditions and terms negotiated for contract award.   The typical activities and topics include:

• Settling all change orders, requests for extension of time due to Buyer actions,  differing site conditions or claims for extra work and damages
• Reconciling all incentives payments and damage accruals from exceeding or delaying established milestone dates for completion of work
• Confirming receipt of all GC deliverables, including photographs, monthly progress reports and schedules, manpower utilization reports, certified payroll and prevailing wage records,  and prompt payment records.
• Resolving all claims, disputes, legal actions, or pending attorney actions between Buyer and Seller, including all contract issues with Seller’s subcontractors, vendors and suppliers
• Verifying all payments and release of retainage to prime contractor, subcontractors, vendors and suppliers 
• Processing all contract modifications and final contract amount
• Transferring all contract records in paper and digital format

During the Closeout phase, the Buyer may develop Lessons Learned from the Seller’s performance on the Contract.  The Lessons Learned will be utilized by the Buyer to consider changes in requirements as well as management processes and documentation on future Contracts.  Some of the topics from Lessons Learned may include:

• Effectiveness of the contracting delivery method and the Buyer’s and Seller’s organizational structure to support the work
• Realism in Buyer’s duration for contract milestones and effectiveness of incentives and liquidated damages
• Evaluation of Seller’s prime contractors, vendors and suppliers to meet the Buyer’s schedule deadlines
• Buyer’s and Seller’s risk threats and opportunities mitigated and realized during the Contract
• Change orders and claims encountered by Buyer that may be avoided by editing requirements in future Seller’s contracts.

TIP:  The responsible parties for Closeout are the Buyer’s Project Manager with support from the Buyer’s Contracting Officer and the Seller’s Project Manager with support from the Seller’s prime contracting/procurement official.

TIP:  While risking duplication of requirements, create a separate Division 1 specification covering the requirements and deliverables checklist for contract closeout.

TIP:   Most US contract Forms were written based on paper transactions throughout the Contract cycle.  Due to awareness of threats outside normal contract and project processes, security of products, deliverables and documentation is now part of controlling access to sensitive contract records.    As a result, EDMS has replaced paper documents and is used more effectively to segregate, store and restrict distribution of documents that contain sensitive information.      

TIP:  The use of electronic document control system (EDMS) has become a critical part of managing and executing the work at a project and contract level.   As a result, there may be a need to create requirements for content, format, compatibility and the transfer method of the Seller’s EDMS with the Buyer’s hardware, software and the organizational management of records.  

TIP:  Ensure Closeout requirements and terminology are well defined and are consistent with the process and requirements in the GCs.  Clarity of terms is essential for both the Buyer and Seller. 

TIP:  Buyer’s Contracting Officer should provide clear guidance to the Buyer’s Project Manager on the process, timeline and documentation required to satisfy the contract closeout.