# Change orders and overruns

The construction estimate is written before the information exists. A franchisor
producing an Item 7 table has no site, no survey, no drawings stamped for the
jurisdiction that will review them, no permit comments, and nothing opened up
behind a wall. It has a prototype, a set of specifications, and whatever its
existing openings cost. Every other row in the table can be specified in
advance. A room cannot be specified before it is chosen.

This is not a criticism of the disclosure. It is the reason the construction row
behaves differently from its neighbours and the reason it should be the last
figure a buyer treats as settled.

## The filings admit it in the shape of their bands

Look at which rows a franchisor is willing to state as one number. Mad for
Chicken's 2024 table fixes **Grand Opening Advertising** at $15,000 and
**Insurance** at $2,500. 375° Chicken 'n Fries fixes its grand-opening row at
$10,000. Great Greek fixes a **Design and Project Management Fee** at $10,000.
Every itemised filing states its initial franchise fee as an amount. Those are
costs a franchisor either sets itself or believes it can pin down.

Now the same documents on construction. Great Greek's 2023 **Leasehold
Improvements** run $250,000–$650,000. German Doner Kebab's 2024 leasehold row
runs $0–$250,000. Mad for Chicken's **Leasehold Improvements, Construction
and/or Remodeling** runs $75,000–$235,000 and 375°'s $100,000–$200,000. Shah's
single **Build-Out/Construction** line runs $80,000–$160,000. Döner Haus's
**Construction, Remodeling, Leasehold Improvements** runs $131,000–$266,000.
None of those six narrows.

German Doner Kebab's table is the most instructive because it separates what the
franchisor controls from what it does not. **Fit Out Materials & Installation**
is $175,000–$205,000 and **Mechanical, Electrical and Plumbing** is
$150,000–$175,000 — comparatively tight bands on substantial amounts, which is
what a specified package looks like. The leasehold-improvements row beside them
starts at zero and reaches $250,000. The franchisor can price its own kit. It
cannot price a room it has not seen, and its table says so.

<figure>
  <img src="https://donerhandbook.com/static/handbook-empty-retail-space.webp" alt="Vacant retail interior with unfinished counters, exposed ceiling areas and an open floor">
  <figcaption>Everything a change order is made of is behind a surface in this photograph: what the slab does with a drain, what the panel will carry, whether an exhaust shaft can reach the roof where the drawings assume it does. Photograph by chrstphre, <a href="https://creativecommons.org/licenses/by/2.0/">CC BY 2.0</a>.</figcaption>
</figure>

## Where changes actually originate

Change orders are not usually a contractor's opportunism, and they are not
usually a single event. They come from a small number of recurring structural
gaps between the estimate and the built job.

**Concealed conditions.** Slope, slab thickness, existing drain locations,
structure above the ceiling, prior tenants' abandoned services, and grease that
has migrated into a shaft. Demolition is when the scope becomes known, and by
then the lease is signed and the contract is awarded.

**Interpretation by the authority having jurisdiction.** A change of use can
reopen restrooms, accessibility, path of travel, occupancy calculations, and fire
protection. A plan reviewer's comments are not a negotiation, and the redesign
they require is a cost the estimate did not include because the estimate did not
know which reviewer.

**Utility capacity and utility scheduling.** An electrical service upgrade, a gas
capacity increase, or a water and sewer connection is priced by a monopoly with
its own queue. Neither the amount nor the date is in a contractor's control.

**Landlord delivery variance.** The delivered-condition exhibit describes what
the landlord will provide. What arrives may be late, partial, or different, and
each of those becomes tenant work or tenant delay. The
[second-generation versus shell](/second-generation-vs-shell/) chapter is the
survey that anticipates this, and
[tenant-improvement allowance](/tenant-improvement-allowance/) is where the
money for it is negotiated.

**Design development.** Between a schematic and a permitted set, decisions get
made that a prototype budget assumed away: how the exhaust actually routes, where
the make-up air comes from, how much millwork the plan needs to hold the line
together.

**Long-lead coordination.** A discontinued model, a substitution requiring
franchisor approval, or a piece of equipment that arrives with different
connection requirements changes trades that have already worked.

**Market movement.** Labour and material pricing between the filing's estimate
and the award of a contract is time-dependent, which is one reason the
[cost per square foot](/cost-per-square-foot/) chapter refuses to treat a divided
range as a bid. Great Greek's table is a 2023 document, four of the others are
2024, and one is 2026.

## The expensive overrun is usually time

A project can finish inside its construction estimate and still break the
budget, because delay costs money in rows the construction line never touched.
Rent may commence on delivery or on a fixed date regardless of whether the
restaurant can open. Deposits are already gone. Training travel may already be
booked and pre-opening payroll already committed. Equipment deposits were paid
at order.

The reserve is what absorbs it, and the reserves in these filings were not sized
for it. German Doner Kebab's **Additional Funds (Approx. 3 months)** is
$15,000–$20,000; an extra quarter of occupancy on a delayed opening is not what
that row was estimating. Shah's is $10,000–$30,000 for three months. Great
Greek's is $35,000–$75,000 for a period its own label describes as zero to six
months. The [additional-funds line](/the-additional-funds-line/) chapter is
about what those cells are additional to; the point here is that construction
delay reaches them first and reaches them before a single sale has happened.

## The contract is where the exposure is priced

Item 7 will not tell you how a change order gets valued. The construction
contract will, and that is where a buyer's attention is worth more than another
comparison of filings.

Read the delivery method — a stipulated sum, a guaranteed maximum price, or cost
plus a fee, each of which allocates the unknown differently. Read the allowances,
which are placeholders for scope not yet designed and are the most common source
of an increase that is not technically a change. Read the unit prices for the
work that cannot be quantified yet, so the rate is agreed before the quantity is
known. Read the exclusions list, which is the contractor's own statement of what
it did not price, and treat it as the shape of the risk. Read the change-order
procedure: who may authorise, at what markup, within what time, and whether a
disputed item stops the work. Read the schedule, substantial completion, and
whatever remedy exists for delay — and check it against rent commencement in the
lease, because those two documents are usually drafted by people who never spoke
to each other.

## Contingency is a line the filing does not have

No Item 7 table here contains a contingency row, and this directory
will not supply a percentage for one. A number invented here would be worse than
no number, because it would be repeated.

Size it instead from evidence the project already has: the count and value of
allowances in the contract, the length of the exclusions list, whether the
delivered condition has been surveyed or only photographed, whether the
jurisdiction has reviewed a set like this before, and how many long-lead items
sit on the critical path. Then carry a second contingency in months rather than
dollars, because a schedule contingency and a cost contingency protect against
different failures and one does not cover the other.

Recent franchisees are the best available check on both. The FTC's [FDD
walkthrough](https://www.ftc.gov/business-guidance/blog/2023/05/franchise-fundamentals-taking-deep-dive-franchise-disclosure-document)
recommends asking them about actual total investment and time to open, and the
useful version of that question is specific: what came in as a change order,
what the permit review sent back, how late the landlord's work was, and how many
weeks of rent were paid before the first sale.

## Carrying instability into the budget

1. Treat the construction cell as the franchisor's estimate for a class of
   sites, and replace it entirely, as
   [from Item 7 to a site budget](/from-item-7-to-a-site-budget/) sets out.
2. Get the delivered-condition exhibit and a field survey before the lease is
   signed, not before the build starts.
3. List the contract's allowances and exclusions as budget lines with names.
4. Agree unit prices for undefined quantities in advance.
5. Hold a cost contingency sized from those lists, and a schedule contingency
   held in months of occupancy and payroll.
6. Model a delayed opening as a working-capital event, per
   [working capital](/working-capital/).
7. Keep the filing's figure and your own beside each other on the
   [worksheet](/item-7-worksheet/), with the reason for the difference written
   out.

A construction range is the honest part of Item 7 rather than the weak part. It
is the row where the franchisor declined to pretend it knew something, and the
right response is to treat the width as information about the unknown rather
than as a bracket the project is guaranteed to land inside.

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HTML: https://donerhandbook.com/change-orders-and-overruns/
