Construction change order
Change order number: [Change order number]. Date: [Date].
Project: [Project name and address] (the “Project”).
Owner: [Owner legal name], of [Owner address] (the “Owner”).
Contractor: [Contractor legal name], of [Contractor address] (the “Contractor”).
Consultant (architect, engineer or payment certifier, if any): [Consultant legal name] (the “Consultant”).
Contract: the construction contract between the Owner and the Contractor dated [Contract date] (the “Contract”). Terms defined in the Contract have the same meaning in this change order (the “Change Order”).
1. Description of change
The Owner and the Contractor agree to the following change in the work: [Description of change, including locations, materials, quantities and references to revised drawings or specifications] (the “Change”).
Reason for change: [Owner request / design change / unforeseen site condition / code or permit requirement / other].
Supporting documents attached: [Supporting quote or drawings].
2. Pricing basis
The Change is priced on the following basis: [Lump sum / Unit prices at the rates in Schedule Name / Time and materials, at the labour rates and markup set out in the Contract, with a not-to-exceed amount of Amount / Credit for deleted work].
The price includes all labour, materials, equipment, subcontractor costs, overhead and profit at [Percentage] percent, and applicable permits, unless stated otherwise here: [Exclusions].
3. Adjustment to the contract price
Original contract price: [Amount].
Net change from previously approved change orders: [Amount].
Contract price before this Change Order: [Amount].
Amount of this Change Order: [Change amount] (an increase or, if shown as a negative, a decrease).
New contract price including this Change Order: [Amount], plus applicable taxes such as GST/HST or state sales tax.
The amount of this Change Order will be included in the Contractor's next progress payment application after the Change is performed, and is subject to the Contract's terms on payment certification and holdback or retainage.
4. Adjustment to the schedule
The contract time is [increased / decreased / unchanged] by [Days added or removed] calendar days. The substantial completion date is now [New date]. [Interim milestones affected: Milestones and new dates.]
5. Effect of this Change Order
[Full and final. This Change Order is full and final compensation, in both price and time, for the Change and for all direct and indirect effects of it, including delay, disruption and acceleration, except as expressly stated here.] OR [Reservation of rights. The parties agree on the direct cost and time for the Change. The Contractor reserves its rights to claim for impacts on other work, as described here: Description, which will be dealt with under the Contract's claims procedure.]
All other terms of the Contract remain unchanged and apply to the Change, including warranty, insurance, safety and quality requirements. If this Change Order conflicts with the Contract, this Change Order applies for the Change only.
6. Authorization to proceed
On signature of this Change Order by the Owner [and the Consultant], the Contractor is authorized to perform the Change. The Contractor confirms that it will not perform the Change before that authorization unless the Owner has given written direction to proceed under the Contract's procedure for urgent changes.
7. Permits, codes and design
The Contractor will perform the Change in compliance with applicable building codes and the permits for the Project. [The Owner / The Contractor] is responsible for obtaining any revised permits needed for the Change. If the Change requires new design work, it will be [performed by the Consultant / performed by the Contractor's licensed designer and submitted to the Consultant for review].
8. Liens, holdback and retainage
Payments for the Change remain subject to any holdback or retainage required by the Contract and by applicable construction or lien legislation, such as Ontario's Construction Act (including prompt payment rules) or the lien laws of the US state where the Project is located. Where the Contract requires it, the Contractor will provide lien waivers or statutory declarations with its payment application covering the Change.
9. Contractor's confirmations
The Contractor confirms that the price and time in this Change Order are based on its review of the Change and site conditions known at the date of signing, and that it has notified affected subcontractors.
10. Consultant certification
If a Consultant signs below, the Consultant certifies that it has reviewed the Change and recommends it, without taking on any obligation of the Owner or the Contractor under the Contract.
11. Governing law and disputes
This Change Order is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
12. Notices
Any notice under this Change Order must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
13. Entire agreement and general terms
Entire agreement. This Change Order, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Change Order is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Change Order without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Change Order binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Change Order stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Change Order and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
14. Counterparts and electronic signatures
This Change Order may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Change Order may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Change Order and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Change Order was signed and of when it was signed.
Signatures
By signing below, each signer confirms that they have read and agree to this Change Order and, where they sign for an organization, that they are authorized to bind it.
CONTRACTOR
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
CONSULTANT (IF ANY)
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
OWNER
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________