Contract review is not solely a legal redline exercise. The proposed terms, tender qualifications and delivery assumptions need to form a coherent bargain before the organisation commits.
Review the project as well as the conditions
Before signing, the tender team needs to establish whether the proposed agreement matches the work it has priced and the resources it plans to use. This review concerns the particular contract pack, tender assumptions and approvals needed to accept the work.
Bring the estimator, planner and proposed project manager into the review. A clause allocating responsibility for access means little in isolation. The team needs to know which workfronts will be available, when they will be available and what happens if the planned sequence cannot be followed.
Reconcile the offer with the contract documents
Start with the documents intended to form the contract. Check their revisions and the treatment of inconsistencies. Then compare them with the tender, clarifications and agreed qualifications. A qualification accepted during a meeting may still be absent from the documents presented for signature.
For example, an earthworks price might assume that excavated material can remain on site. A later specification may require disposal elsewhere. Before agreeing the price, establish which requirement applies and whether haulage, disposal fees and the programme allowance have been addressed. A general statement that the contractor has reviewed the documents does not resolve that difference.
Test the obligations against the delivery plan
Use the proposed programme to test the contract. Identify the information, approvals, possessions and third-party work on which each major activity depends. Check who is responsible for providing them and whether the contract recognises the consequences of late provision.
Do the same for completion. A requirement for integrated testing, operator training or approvals from others needs time and resources. If those activities are absent from the tender programme, the team may be accepting a completion date that the price and delivery plan do not support.
Resolve qualifications before approval to sign
Turn the review into a decision record. For each material departure from the tender basis, state the proposed qualification, price or programme adjustment, or the approval needed to accept the exposure. Record whether it has been agreed with the other party and where that agreement appears in the final documents.
Keep unresolved qualifications visible until there is a decision. A commercial manager’s approval to accept a risk is different from agreement by the client to change the contract. The broader question of whether the procurement model allocates risk sensibly is discussed in Construction Contracts: Risk Allocation Is Not Risk Management.
Check whether the administration is workable
Map the important notices, submissions and response periods. Identify the person who will prepare each document, the person authorised to issue it and the information they will need. Include the time taken by internal approvals.
A procedure that requires a supervisor to recognise an event, obtain an assessment and secure three approvals before a short notice period expires needs attention before mobilisation. The response may be a contract amendment, delegated authority or an earlier reporting step. Leaving the problem to the site team is not a decision.
Hand over the decisions with the signed contract
The people delivering the work need the final agreement, not the last tender draft. Give them a concise record of accepted risks, agreed qualifications, unresolved dependencies and commitments made during negotiation.
Check that the price, programme and purchasing plan reflect those decisions. Assign each outstanding action to someone with a date for completion. A useful contract review should leave the project team able to explain what it has agreed to do and how it intends to do it.
