Request for Equitable Adjustment Drafting for Federal Contractors Hit by Changes, Delays, and Site Conditions
A request for equitable adjustment (REA) is a federal contractor's written request that the contracting officer increase the contract price, extend the schedule, or both, because the government changed the work, delayed or suspended it, or delivered a site that differs from the contract. It proves entitlement under the governing clause and prices the impact. If negotiation fails, the same facts become a certified claim under the Contract Disputes Act, which forces a contracting officer's final decision. We draft the REA, the claim, and the notices and appeals around them. Your company, or its counsel, signs, certifies, and submits.
The short answer
Give the clause notice first, then submit an REA that ties each cost and each day of delay to a government act. If talks stall, convert it to a claim for a sum certain, certified in the FAR 33.207(c) words when it exceeds one hundred thousand dollars, within six years of accrual (41 U.S.C. 7103).
FAR 52.243 · 52.236-2 · 52.242-14 · 33.207
Entitlement, schedule, quantum, certification
REA or Certified Claim: Deciding Which One to Submit First
Most contractors start with an REA because it keeps the relationship in negotiation. The contracting officer can answer with a bilateral modification, the auditor can ask questions, and nobody has locked a number in writing as a demand. The cost is time: an REA carries no statutory decision deadline and earns no Contract Disputes Act interest.
A claim changes the posture. FAR 2.101 defines it as a written demand or written assertion seeking, as a matter of right, payment of a sum certain, an adjustment or interpretation of contract terms, or other relief. A contractor demand for more than one hundred thousand dollars is not a claim until it is certified. Once a proper claim is received, the decision clock starts, interest begins to run (FAR 33.208), and a silent contracting officer produces a deemed denial you can appeal.
The title on the cover page does not control. In Reflectone, Inc. v. Dalton, 60 F.3d 1572 (Fed. Cir. 1995), the court held that an REA meeting the definition was a claim, and that a claim other than a routine request for payment need not already be in dispute. We therefore draft every REA knowing it may later be read as a claim, and every claim knowing it must stand on its own.
When we recommend going straight to a claim
- The contracting officer has already rejected the request in writing, or has not responded for months.
- The six-year limit under 41 U.S.C. 7103(a)(4)(A) is approaching for the earliest events.
- Cash flow depends on interest running from a fixed date.
- Final payment or contract closeout is near, and clause rights may end with it.
| Issue | Request for equitable adjustment | Certified claim under the CDA |
|---|---|---|
| What it is | A request to negotiate a price or schedule adjustment under a contract clause | A written demand, as a matter of right, for a sum certain or other relief (FAR 2.101) |
| Certification | No CDA certification for an issue not submitted as a claim (FAR 33.207(b)); Defense contracts with DFARS 252.243-7002 require a separate REA certificate above the simplified acquisition threshold | Required over one hundred thousand dollars, in the exact FAR 33.207(c) words, signed by a person authorized to bind the contractor |
| Decision clock | No statutory deadline; negotiation proceeds at the contracting officer's pace | Decision (or a decision date) within 60 days of a certified claim; failure is a deemed denial (41 U.S.C. 7103(f)) |
| Interest | No Contract Disputes Act interest while it remains a negotiation request | Runs from the date the contracting officer receives the claim, certified if required (FAR 33.208(a)) |
| Preparation cost | May be an allowable contract administration cost when incurred to further negotiation (see Bill Strong) | Costs of prosecuting claims or appeals against the government are unallowable (FAR 31.205-47(f)(1)) |
| Where it leads | A bilateral modification, or a claim if talks fail | A final decision, then a board appeal (90 days) or a Court of Federal Claims suit (12 months) (41 U.S.C. 7104) |
Contract Disputes Act Claim and REA Documents We Draft
A Contract Disputes Act claim is only as strong as the record built before it. The notice letters written in the field, the REA submitted during performance, and the schedule and cost exhibits all end up in the appeal file. We draft each paper as its own project or the full sequence, to the clause in your contract and the regulation behind it. Most of the contractors who send us a matter are small and mid-size firms without a claims department, and some are the subcontractor whose cost the prime has to pass through.
Request for Equitable Adjustment
The negotiation document: a statement of facts tied to the contract, an entitlement section built on the governing clause, a schedule-impact section, a priced quantum section, and an exhibit binder the contracting officer can audit line by line.
Certified Contract Disputes Act Claim
A written demand for a sum certain submitted for a contracting officer's final decision, with the FAR 33.207(c) certification drafted word for word for your authorized officer to sign. Drafted so the claim, standing alone, gives adequate notice of its basis and amount.
Notice Letters Under the Changes and Site Clauses
The written notices that preserve entitlement: constructive change notice under FAR 52.243-4(b), differing site condition notice under 52.236-2(a), and delay notice under 52.242-14(c), each dated and specific about the order, the source, and the effect.
Delay and Disruption Narrative
A plain-language schedule narrative that walks the contracting officer from the baseline schedule to the as-built, identifies the critical path, and ties each day of delay to a government act, with the scheduler's analysis attached as the technical exhibit.
Quantum and Pricing Narrative
The pricing section that explains the method chosen (actual cost, measured mile, or a modified total cost), the rates, the markups, and the source of every figure, so the auditor can trace the request back to job cost records.
Notice of Appeal and Complaint
After a final decision or a deemed denial: the notice of appeal to the Armed Services or Civilian Board of Contract Appeals, or the complaint in the Court of Federal Claims, prepared for your counsel to review, sign, and file.
GAO Bid Protest
A protest meeting 4 CFR 21.1(c): interested-party and timeliness showings, a detailed statement of legal and factual grounds, a request for a ruling, the relief requested, and document and protective order requests where they help.
Rebuttals, Settlement Memos, and Sponsorship Agreements
Responses to the government's audit or technical analysis, a negotiation memo for the settlement meeting, and pass-through agreements between a prime and its subcontractor.
Changes Clause, Site Condition, and Suspension Requests: Proving Entitlement
Entitlement is the question of whether the contract lets you recover at all, and it is decided clause by clause. The changes clause covers work the government directed, formally or through conduct. The differing site conditions clause covers the ground itself. The suspension of work clause covers time the government took from you. Each has its own notice rule, and a missed notice is the most common reason an otherwise sound request is cut down.
A constructive change is where most disputes live: an inspector who demands a higher standard than the specification, an answer to a request for information that adds scope, or an order to accelerate without a time extension. Under FAR 52.243-4(b), that kind of order is treated as a change only when the contractor gives written notice identifying it and saying it regards the order as a change. We draft those notices so they can be sent the week the directive arrives.
Changes clause
FAR 52.243-1 and 52.243-4
Assert the adjustment within 30 days
The contracting officer may change the work within the general scope of the contract. Under the construction Changes clause, a written or oral order that causes a change counts as a change order only if the contractor gives written notice of the date, circumstances, and source of the order and says it regards the order as a change (52.243-4(b)). Costs incurred more than 20 days before that notice are not recoverable, except for defective specifications (52.243-4(d)), and no proposal is allowed after final payment (52.243-4(f)).
Differing site conditions
FAR 52.236-2
Notice promptly, before disturbing the condition
The clause covers subsurface or latent physical conditions that differ materially from those indicated in the contract, and unknown physical conditions of an unusual nature that differ materially from what is ordinarily encountered in the work. The contractor must give written notice promptly and before the conditions are disturbed (52.236-2(a)). No adjustment is allowed without the required notice, though the contracting officer may extend the time (52.236-2(c)), and none after final payment (52.236-2(d)).
Suspension of work and delay
FAR 52.242-14
Written notice; 20-day cost look-back
When the contracting officer's act, or failure to act within the time the contract allows, suspends, delays, or interrupts the work for an unreasonable period, the contract price is adjusted for the increased cost of performance, excluding profit (52.242-14(b)). Costs incurred more than 20 days before written notice of the act or failure are barred (except for a suspension order), and the claim, in a stated amount, must be asserted as soon as practicable after the delay ends and no later than final payment (52.242-14(c)).
The 30-day period in the Changes clauses may be varied by agency procedures, and the contracting officer may act on a late proposal before final payment if the facts justify it (FAR 52.243-1(c)); the site conditions clause likewise lets the officer extend the notice time (52.236-2(c)). When notice was late, we lay out what the government already knew and when, directly in the draft, instead of hoping the officer overlooks it.
How We Price a Delay Claim: Actual Cost, Measured Mile, or Total Cost
A delay claim has two halves that must match. The schedule half shows which government act moved the critical path and by how many days, usually through a time impact analysis or a windows analysis that compares the baseline and updated schedules with the as-built. The cost half converts those days into money: extended field overhead, idle equipment, escalated labor and material, and, where the clause allows it, home office overhead. The Suspension of Work clause excludes profit from its adjustment (FAR 52.242-14(b)), so the pricing has to say which clause each dollar rests on.
For the cost itself, the actual cost method is the strongest: segregated cost codes that capture only the changed or delayed work. When the records were not segregated, the measured mile compares the crew's productivity in an unimpacted period against the impacted period on the same project, and prices the gap.
The total cost method, actual cost minus bid, is the one tribunals generally treat with the most suspicion, because it assumes the bid was reasonable and that every overrun was the government's fault. Where it is accepted at all, it is usually in modified form, after the contractor shows why no better method was available and removes its own errors from the number. We say plainly in the draft which method is used and why the others were not, because an auditor will ask.
We write the schedule and pricing narratives, not the expert analysis itself. If the delay is large, your scheduling consultant produces the critical path analysis and we turn it into the plain-language section the contracting officer actually reads. For document review across thousands of daily reports and emails, our litigation support team builds the chronology the narrative cites.
Can You Recover the Cost of Preparing an REA?
Sometimes, and the dividing line is the claim. FAR 31.205-47(f)(1) makes costs incurred in connection with the prosecution of claims or appeals against the federal government unallowable. FAR 31.205-33 separately allows professional and consultant costs that are reasonable and not contingent on recovery from the government.
In Bill Strong Enterprises, Inc. v. Shannon, 49 F.3d 1541 (Fed. Cir. 1995), the court drew the line by purpose: a cost incurred for the genuine purpose of materially furthering the negotiation process should normally be an allowable contract administration cost, even if negotiation fails and a claim follows, while a cost whose underlying purpose is to promote the prosecution of a claim is unallowable.
Treat that as a framework, not a promise. Parts of the Bill Strong opinion about when a submission becomes a claim were overruled by Reflectone the same year, and the contracting officer decides whether a given cost is reasonable and allocable. Keep REA preparation time on its own charge number from the first day so it can be identified later.
Protest costs are different. FAR 31.205-47(f)(8) makes the costs of protesting a solicitation or award unallowable as contract costs. Any recovery of protest costs comes through the protest forum itself, not through your indirect rates.
A change order, a stop-work letter, or a site that is not what the drawings showed?
Send the contract number, the clause, and the directive. We return scope and a delivery date in one business day, starting with any notice that is still running.
Certified Claim Deadlines: Final Decision, Deemed Denial, and Appeal
Under 41 U.S.C. 7103, every contractor claim goes to the contracting officer in writing within six years after it accrues. For a certified claim over one hundred thousand dollars, the officer must decide within 60 days or give a date by which a decision will issue. For a smaller claim, the 60 days run from your written request for a decision. A decision that never comes within the required time is deemed a denial, and you may appeal it. If an attempted certification is defective, the officer may decline to decide only by telling you why within 60 days (FAR 33.211(e)).
The final decision starts two clocks under 41 U.S.C. 7104: 90 days from receipt to appeal to the Armed Services Board or the Civilian Board of Contract Appeals, or 12 months to bring an action in the United States Court of Federal Claims. The choice is one or the other. At a board, a small business may elect the small claims procedure for claims up to one hundred fifty thousand dollars (fifty thousand for other contractors), and any contractor may elect the accelerated procedure for claims up to one hundred thousand dollars (FAR 33.211(a)(4)(v)).
Keep performing while you dispute
The Changes clauses say that failure to agree on an adjustment is a dispute under the Disputes clause, but nothing excuses the contractor from proceeding with the contract as changed (FAR 52.243-1(e)). Under 41 U.S.C. 7103(g) and FAR 33.213, the contract can require you to keep working in accordance with the contracting officer's decision while the claim is resolved. Stopping work over a pending REA risks a default termination that dwarfs the adjustment.
GAO Bid Protest Papers When the Award Goes the Wrong Way
A GAO bid protest challenges the solicitation or the award, not the performance, so it runs under different rules: 4 CFR Part 21 and the Competition in Contracting Act provisions at 31 U.S.C. 3553. Any interested party may protest a solicitation, its cancellation, an award or proposed award, or a termination alleged to rest on an improper award (4 CFR 21.1(a)). The Court of Federal Claims hears protests too, under 28 U.S.C. 1491(b).
The protest must include a detailed statement of the legal and factual grounds with the relevant documents, show that the protester is an interested party and that the protest is timely, request a ruling by the Comptroller General, and state the relief sought (4 CFR 21.1(c)). Speed decides most of it, which is why we start drafting from the debriefing notes the day they arrive.
- 1
Request the debriefing on time
In a negotiated procurement, a requested and required debriefing controls both the protest deadline and the stay window. Ask for it promptly after notice of award, and submit written questions when the procurement allows them.
- 2
Count the two clocks
The automatic stay of performance applies only if the agency receives notice of the protest within 10 days after award or 5 days after the offered debriefing date, whichever is later (31 U.S.C. 3553(d)(4)). The filing deadline itself is generally 10 days after the basis is known or after the debriefing is held (4 CFR 21.2(a)(2)).
- 3
File through GAO's electronic system
Protests are filed through GAO's Electronic Protest Docketing System (4 CFR 21.1(b)), signed by the protester or its representative, and a complete copy must reach the agency's designated recipient within 1 day after filing (21.1(e)).
- 4
Agency report and comments
The agency files its report within 30 days after GAO notifies it (4 CFR 21.3(c)). The protester's comments on the report are where most protests are won or lost, and supplemental grounds found in the record run on their own 10-day clock.
- 5
Decision within 100 days
GAO issues its decision within 100 days after the protest is filed, or 65 days under the express option (4 CFR 21.9). The agency may override the stay only on a written finding of the best interests of the United States or urgent and compelling circumstances (31 U.S.C. 3553(d)(3)(C)).
What to Gather Before We Draft Your Equitable Adjustment
Send what you have. We review it, tell you what is missing, and flag any notice that is still running so it goes out first. Upload through the secure matter portal rather than as email attachments; job cost data and proposals are sensitive.
- 1The contract, every modification, and the clauses incorporated by reference, including the Changes, Differing Site Conditions, Suspension of Work, and Disputes clauses.
- 2The solicitation, your proposal, and the pre-bid site information, because a differing site condition is measured against what the contract indicated.
- 3Every directive, request for information and answer, field order, and email from the contracting officer or the officer's representatives.
- 4The notices you sent and when, with proof of delivery, and any written response.
- 5The baseline schedule, each schedule update, and the as-built schedule, in native scheduling software files if you have them.
- 6Daily reports, inspection reports, photographs with dates, and meeting minutes covering the impacted period.
- 7Job cost records by cost code, certified payroll, equipment logs, and subcontractor and supplier invoices.
- 8Your bid or proposal estimate, which the government will compare against your actual costs.
- 9Subcontractor requests that must be passed through, with the subcontract terms that govern them.
- 10Any prior REA, government audit, or contracting officer letter on the issue, and the date of final payment if it has occurred.
Unsure whether the directive falls inside the contract's general scope, or which agency supplement applies? A short board and FAR research memo can answer that before the REA is drafted.
We Draft the Request; Your Company Signs, Certifies, and Submits It
Legal Tank is a drafting service, not a law firm, and we never sign a certification. The certification is a statement by a person authorized to bind your company that the claim is made in good faith and the data are accurate, and 41 U.S.C. 7103(c) makes the contractor liable for any unsupported part of a claim attributable to misrepresentation or fraud. That is why every figure in our draft is traced to a record you supplied, and why your officer reads it before signing.
Legal Tank
- Reads the contract, modifications, correspondence, and cost records.
- Matches the facts to the clause and flags notice problems.
- Drafts the notice, REA, claim, certification page, and exhibits.
- Drafts rebuttals, protest papers, and appeal pleadings for counsel.
Your company or its counsel
- Decides the strategy and the amount to demand.
- Signs and certifies through an authorized official.
- Submits to the contracting officer, GAO, the board, or the court.
- Negotiates, appears, and argues.
Want a second read on the prime contract or a subcontract before the next task order? See our contract review services. If the dispute is on a private job rather than a federal one, start from a construction contract template and its change-order terms. For a board or court brief once counsel takes the appeal, see legal brief writing.
Questions Contractors Ask About Equitable Adjustments and Claims
What is a request for equitable adjustment?
What is the difference between an REA and a claim?
Are REA preparation costs allowable?
When does a claim need to be certified?
How long does a contracting officer have to decide a claim?
How long do you have to file a claim under the Contract Disputes Act?
How long do you have to file a GAO bid protest?
Can a subcontractor submit an REA directly to the government?
Get the Equitable Adjustment Drafted Before the Notice Window Closes
Send the contract, the clause you think applies, and what the government directed or failed to do, and we will scope the request for equitable adjustment and every notice that goes with it. We return scope and a delivery date in one business day, and the draft comes back for your authorized official or counsel to sign and submit.
Quotes return same business day on intakes received before 5 PM ET
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