Government Contracting Database
The “Changes” clause permits the government to make “changes in the general scope of the contract,” including modifications to the drawings, specifications, materials, manners of performance or method of performance. This clause requires the government to make an equitable adjustment in the contract price for these changes. See FAR § 43.2.
This clause also permits the contractor to assert that a change has occurred if the government gives any written or oral order (such as an instruction, interpretation, direction) that causes a change to the contract. This concept is known as a constructive change. Under the language of the clause, these changes are treated as if the government ordered the change, entitling the contractor to an equitable adjustment. See FAR § 43.104
It is important for contractors to be aware of the occurrence of these constructive changes. Once a contractor believes that an oral or written statement by government representatives has caused a change in the work, it should notify the government in writing of the change. The contractor should then keep track of the costs incurred as a result of this change and request an equitable adjustment in the contract price. See FAR § 43.104
Example of a Changes Clause The Contracting Officer may, at any time, without notice to the sureties, by written order designated or indicated to be a change order, make any changes in the work within the general scope of the contract, including but not limited to changes:
- in the specifications (including drawings and designs)
- in the method of manner of performance of the work
- in the government-furnished facilities, equipment, materials, services, or site
- directing acceleration in the performance of the work
- Any other written order or an oral order (which terms as used in this paragraph (b) shall include direction, instruction, interpretation or determination from the contracting Officer, which causes any such change, shall be treated as a change order under this clause, provided, that the Contractor gives the Contracting Officer written notice stating the date, circumstances, and source of the order and that the Contractor regards the order as a change order.
- Except as herein provided, no order, statement, or conduct of the Contracting Officer shall be treated as a change under this clause or entitle the Contractor to an equitable adjustment hereunder.
- If any change under this clause causes an increase or decrease in the Contractor’s cost of, or the time required for, the performance of any part of the work under this contract, whether or not changed by any order, an equitable adjustment shall be made and the contract modified in writing accordingly: Provided however, that except for claims based on defective specifications, no claim for any change under (b) above shall be allowed for any costs incurred more than 20 days before the Contractor gives written notice as therein required: And provided further that in the case of defective specifications for which the government is responsible, the equitable adjustment shall include any increased cost reasonably incurred by the Contractor in attempting to comply with such defective specifications.
- If the Contractor intends to assert a claim for an equitable adjustment under this clause, he must, within 30 days after receipt of a written change order under (a) above or the furnishing of a written notice under (b) above, submit to the Contracting Officer a written statement setting forth the general nature and monetary extent of such claim, unless this period is extended by the government. The statement of claim hereunder may be included in the notice under (b) above.
- No claim by the Contractor for an equitable adjustment hereunder shall be allowed if asserted after final payment under this contract.
Updated: June 4, 2018