Closeout Agreement - General Gentry Engineering - 2025-01-021
FINAL CLOSEOUT AGREEMENT AND
RELEASE OF ALL CLAIMS
THIS FINAL CLOSEOUT AGREEMENT AND RELEASE OF ALL CLAIMS (“CLOSEOUT”) is
made in Costa Mesa, California this 2nd day of January, 2025, by and between the Costa Mesa
Sanitary District, hereinafter referred to as "DISTRICT; and Gentry General Engineering, Inc.,
hereinafter referred to as "CONTRACTOR" with reference to the following facts:
Recitals
WHEREAS, CONTRACTOR and DISTRICT entered into a contract for CMSD Project
No.311 Sewer Manhole Surface Repairs - Phase 9 (hereinafter "AGREEMENT") which was
awarded after competitive bidding to CONTRACTOR; and
WHEREAS, the work called for in the AGREEMENT was to be performed for the sum of
Sixty One thousand, Five hundred Dollars ($61,500.00) within 45 working days; and
WHEREAS, CONTRACTOR has completed all of said work except as may be specified
herein and the parties do now desire to settle all issues relating to job performance, compensation
and/or liquidated damages except as otherwise noted;
NOW THEREFORE, the parties hereto agree as follows:
1. Original Contract. The parties agree that all terms and conditions of the AGREEMENT
have been performed and all compensation due has been paid except as provided hereinafter.
2. Change Orders/Liquidated Damages. The parties agree that any adjustments in price or
in the time for performance and any liquidated damages to be assessed against CONTRACTOR
are as follows:
CO 01 – Site specific traffic control plans for items 5,6,8,24 and 12. - $3,600
CO 02 – Added M/H 434 Old Newport Emergency Repair - $3,500
CO 03 – Added M/H 104268 - $2,200
CO 04 – Added M/H 104348 - $2,200
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Credit Item 17 - M/H 104433 previously completed. -$2,000
For a Total Contract value of $71,000.
3. Remaining Work. The parties agree that the following work remains to be done:
THE CONTRACTOR NEEDS TO REPAIR THE PAVEMENT IN THE LEFT TURN LANE ON
VICTORIA AVENUE EAST OF PLACENTIA AVENUE TO THE SATISFACTION OF THE CITY
INSPECTOR. THE CITY INSPECTOR HAS MARKED OUT THE AREA TO BE REPAIRED.
4. Notice of Completion/Payment of Retention. The parties agree that a Notice of
Completion will be filed and that the retention amount, consisting of 5% of the total AGREEMENT
amount, shall be released to CONTRACTOR 35 days after recording if no outstanding stop notices,
DLSE liens, disputes as to the quality of CONTRACTOR’S work, or similar deductions exist.
5. Stop Notices/DLSE Withholds. The parties acknowledge that the following stop notices (or
suits to enforce such stop notices), DLSE withhold orders, District deductions for administering stop
notices and related matters, and amounts to correct CONTRACTOR’S work, have been withheld
from the job: None
6. Warranty. Nothing herein excuses the CONTRACTOR from honoring its one-year
warranty of the work performed under the AGREEMENT. The terms of this CLOSEOUT shall not
excuse the responsibility of the CONTRACTOR to guarantee all work for a period of one (1) year
from the date of acceptance of all improvements by the DISTRICT. CONTRACTOR shall repair
and replace any and all improvements damaged or failed, ordinary wear and tear and extraordinary
abuse or neglect excepted.
7. Release and Indemnification. It is understood and agreed by the undersigned that the
facts with respect to which the foregoing Release is given may hereafter turn out to be other than or
different from the facts now known to be or believed by said undersigned to be true, and the
undersigned hereto expressly assume the risk of the facts turning out to be different than they now
so appear, and agree that the foregoing Release shall be, in all respects, effective and not subject
to termination or rescission by any such difference in facts. The undersigned hereby expressly
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waive any and all rights the undersigned have or may have under California Civil Code Section
1542, which provides as follows:
"A general release does not extend to claims that the creditor or releasing party
does not know or suspect to exist in his or her favor at the time of executing the
release and that, if known by him or her, would have materially affected his or her
settlement with the debtor or released party."
It is understood and agreed that this settlement is a compromise of doubtful and disputed
claims, and that the releases made by the CONTRACTOR and DISTRICT herein are not to be
construed as an admission or admissions of liability on the part of either party and that the parties
deny liability thereof and intend merely to avoid litigation and to buy their peace. The undersigned
agree that they will forever refrain and forebear from commencing, instituting, or prosecuting any
lawsuit, action or other proceeding against the other party based on, arising out of, or in any way
connected with the subject matter of the AGREEMENT.
The CONTRACTOR hereby releases and agrees to indemnify the DISTRICT for all claims,
including those of its Subcontractors for any and all delay and impact costs.
8. No Assignment. The CONTRACTOR represents and warrants to the DISTRICT that the
CONTRACTOR has not heretofore assigned or transferred or purported to assign or transfer to any
person, firm, corporation, association or entity any of the rights, claims, warranties, demands, debts,
obligations, liabilities, actions, damages, costs, expenses and other claims whatsoever and the
CONTRACTOR agrees to indemnify and hold harmless the DISTRICT against, without limitation,
any and all rights, claims, warranties, demands, debts, obligations, liabilities, actions, damages,
costs, expenses and other claims, including attorneys' fees, arising out of or connected with any
such assignment or transfer or purported assignment or transfer.
9. Binding on Successors. This CLOSEOUT and the releases contained herein shall be
binding on each of the parties’ heirs, successors, and assigns.
10. Representation. The undersigned acknowledge that they have been represented by
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counsel of their own choice in connection with the preparation and execution of this CLOSEOUT.
The undersigned acknowledge and represent that they have read this CLOSEOUT in full and
understand and voluntarily consent and agree to each and every provision contained herein.
11.Integration. The undersigned further declare and represent that no promise, inducement,
or agreement, not herein expressed, has been made to the undersigned and that CLOSEOUT
contains the entire agreement among the parties hereto and that the terms of this CLOSEOUT are
contractual and not a mere recital.
12.Authority. The persons executing this CLOSEOUT represent and warrant to the other
party that the execution and performance of the terms of CLOSEOUT have been duly authorized by
all requisite corporate, partnership, individual, or other entity requirements and that said persons
have the right, power, legal capacity, and authority to execute and enter into CLOSEOUT.
Executed this day of , ______, __________, California.
ATTEST: COSTA MESA SANITARY DISTRICT
______________________________
DISTRICT CLERK District General Manager
APPROVED AS TO FORM:
HARPER & BURNS LLP CONTRACTOR:
_______________________ BY___________________________
Alan Burns, Attorneys for the District
Title
APPROVED AS TO CONTENT:
27 January 2024
Brenton Gentry, President
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