The change clause
How a change is priced, who decides that something is a change, and what notice each side gets. Whether a particular change can be refused is a question for your counsel, and we say so rather than answer it.
What it covers
The price you sign is the opening balance, not the final one
What decides the final number is the machinery that moves it: the change clause, the unit rates, the markups, the escalation language and the triggers that let all of them run.
We read that machinery before you sign, so that the terms governing the next eighteen months are terms you chose rather than terms you inherited from a template.
None of this is hidden. It is simply spread across four documents, written for a reader who already knows what it means, and usually reviewed by somebody looking at a different question.
What you send us
The draft contract
The general conditions
The unit rate schedule
The markup tiers
The schedule of values
The general requirements breakdown
Insurance and bond documents
Send what you have. A document that does not exist yet is itself a finding, and we will say so rather than wait for it.
What we read
Six things we open first
The order matters. These six carry most of the exposure on most projects, so they come before anything else in the set.
Unit rates and markups
Rates tested against the work they will actually be applied to, and markups tested against every tier below them. Percentages compound quietly.
Escalation
Who carries escalation, on what index it is claimed, what the threshold is, and whether it runs both ways when prices fall.
Shared savings
What counts as a saving, when it is measured, and what has to be true at closeout before you see any of it.
General conditions
What sits in the fixed staff cost, how it is drawn down month by month, and what happens to it if the job runs long.
Closeout
Retainage, the closeout mechanism, and what has to be true before the last payment is released. The end of the job is written at the beginning of it.
How we read it
The method, and its limits
What a review is worth depends as much on what it refuses to do as on what it covers.
What we do
Read the commercial machinery as one set, because the clauses work on each other. A reasonable change clause and an unreasonable markup tier are not reasonable together.
What we do not do
We do not draft your contract and we do not give legal advice. We say what a clause is likely to cost on this job. Your counsel says what it means.
What decides the order
Probability multiplied by size. A term that will certainly be used ten times outranks a term that might be used once for more money.
One line from a register
What a finding looks like
A markup tier that applies the full contractor percentage to self performed work as well as to subcontracted work. On a job with forty percent self performance, that is the same margin charged twice against the same scope, every month, for the life of the contract.
What the finding is worth
$300k to $500k
Example only. Figures on this site illustrate the format of a deliverable. They are not taken from a client project and they are not a quotation.
What lands on your desk
01
02
03
Documents, not opinions
Every finding carries the money behind it and points to the page of the set it came from. One call to walk it through, before your signing date.
Change Exposure Register
The triggers most likely to move this price on this project, ranked by what each one is worth, with the clause reference beside it.
Rate and Markup Review
Every rate and markup, with the ones we would reopen marked and the reason written out.
Owner Memo
The contract language we would change before signature, drafted ready for your counsel to review and send.
Before you commission it
Questions owners ask
Run it before the amendment is executed. Every finding here is about language, and language is free to change before signature and expensive to change afterwards.
Is this legal advice?
No, and we will not pretend otherwise. We read commercial terms for what they are likely to cost. Interpretation, enforceability and drafting belong to your attorney.
Can you negotiate for us?
No. We write the memo, you or your counsel take it into the room. We are not a party to your contract and we do not want to be.
Does this replace an audit?
No. An audit checks what has already been paid. This checks the rules that will decide what gets paid, which is a job that has to happen first.
How long does it take?
Five to ten working days. The general conditions breakdown is usually what slows it down, because it is the document nobody has ready.
What if the terms are fair?
Then the memo says so and names the two or three clauses worth watching anyway. Fair terms still have triggers in them.
Read the machinery before you sign, not after it starts running
How this one is bought
One
See the packages
Take this module on its own, or take all four as a single review with one consolidated owner memo.
The other modules
Same set of documents, read from a different side
If you are not sure which module answers your question, send the documents and we will say which one we would run first.