Change Order Template — Florida

CHANGE ORDER — FLORIDA

Change Order No.: [____]
Date Issued: [__/__/____]
Project Name: [________________________________]
Project Number / Reference: [________________________________]
Project Location: [________________________________], Florida [____]

ARTICLE 1 — PARTIES AND MASTER AGREEMENT REFERENCE

1.1 Parties.

Owner / Client ("Owner"):
Name: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], FL [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

Contractor ("Contractor"):
Name: [________________________________]
Florida License No.: [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], FL [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

1.2 Master Agreement Reference.

1.3 Project Type. Check one:

☐ Private Commercial Construction
☐ Private Residential Construction
☐ Public Works — State Agency
☐ Public Works — Local Government Entity
☐ Professional Services / Technology
☐ Other: [________________________________]

1.4 Incorporation. This Change Order is incorporated into the Master Agreement. Capitalized terms not defined herein have the meanings in the Master Agreement.

ARTICLE 2 — DEFINITIONS

2.1 "Change Order Effective Date" means the date on which the last authorized signatory executes this Change Order, unless otherwise specified in Article 11.

2.2 "Contract Price" means the total compensation payable under the Master Agreement as adjusted by all prior Change Orders.

2.3 "Contract Time" means the period allowed for completion of the Work as adjusted by all prior Change Orders.

2.4 "Force Majeure Event" means any event beyond the reasonable control of the affected Party, including acts of God, hurricane, tropical storm, flood, fire, epidemic, pandemic, war, government action, or supply chain disruptions not reasonably foreseeable.

2.5 "Local Governmental Entity" has the meaning set forth in Fla. Stat. § 218.72, including counties, municipalities, school districts, and special districts.

2.6 "Proper Invoice" means an invoice meeting the requirements of the Master Agreement and applicable Florida law, including Fla. Stat. § 218.735(1).

2.7 "Work" means all labor, materials, equipment, services, and deliverables required under the Master Agreement as modified by this Change Order.

ARTICLE 3 — DESCRIPTION OF CHANGE

3.1 Summary of Change.

[________________________________]
[________________________________]
[________________________________]

3.2 Detailed Scope of Change.

Work Added:
| Item | Description | Specifications / Standards |
|------|-------------|---------------------------|
| 1 | [________________________________] | [________________________________] |
| 2 | [________________________________] | [________________________________] |
| 3 | [________________________________] | [________________________________] |

Work Deleted:
| Item | Description | Credit Amount |
|------|-------------|---------------|
| 1 | [________________________________] | $[________] |
| 2 | [________________________________] | $[________] |

Work Modified:
| Item | Original Requirement | Revised Requirement |
|------|---------------------|---------------------|
| 1 | [________________________________] | [________________________________] |
| 2 | [________________________________] | [________________________________] |

3.3 Deliverables Affected.

3.4 Specifications and Standards. All Work shall comply with the Florida Building Code, applicable local codes, and the Master Agreement specifications unless modified herein.

ARTICLE 4 — REASON FOR CHANGE

4.1 Category. Check all that apply:

☐ Owner / Client-Directed Scope Change
☐ Design Error or Omission
☐ Differing Site Conditions
☐ Regulatory or Code Compliance Requirement (Florida Building Code, ADA, local)
☐ Force Majeure Event — Hurricane / Tropical Storm (specify): [________________________________]
☐ Force Majeure Event — Other (specify): [________________________________]
☐ Value Engineering / Cost Savings Proposal
☐ Schedule Acceleration Request
☐ Unforeseen Conditions (specify): [________________________________]
☐ Material Substitution (specify): [________________________________]
☐ Environmental / Permitting Requirement
☐ Insurance or Surety Requirement
☐ Price Escalation (if permitted under Master Agreement)
☐ Other (specify): [________________________________]

4.2 Detailed Justification.

[________________________________]
[________________________________]
[________________________________]

4.3 Supporting Documentation.

☐ Revised drawings or plans (Exhibit A)
☐ Revised specifications
☐ Cost estimate / quotation
☐ Vendor or subcontractor proposals
☐ Photographs or site documentation
☐ Regulatory or code references
☐ Architect's / Engineer's recommendation
☐ Environmental or permitting documentation
☐ Other: [________________________________]

ARTICLE 5 — IMPACT ASSESSMENT

5.1 Schedule Impact.

5.2 Cost Impact Summary.

5.3 Resource Impact.

5.4 Risk Impact.

ARTICLE 6 — COST ADJUSTMENT

6.1 Pricing Method. Check one:

☐ Lump Sum / Fixed Price
☐ Unit Price
☐ Time and Materials (T&M)
☐ Cost Plus Fixed Fee
☐ Cost Plus Percentage
☐ Combination (describe): [________________________________]

6.2 Itemized Cost Breakdown.

6.3 Markup and Overhead.

6.4 Total Cost Adjustment.

ARTICLE 7 — SCHEDULE ADJUSTMENT

7.1 Current and Revised Milestones.

7.2 Critical Path Impact. This Change Order ☐ does / ☐ does not affect the critical path. If yes: [________________________________].

7.3 Revised Completion Dates.

7.4 Liquidated Damages. Liquidated damages provisions apply based on revised completion dates, unless modified herein.

ARTICLE 8 — PAYMENT TERMS

8.1 Payment Schedule.

☐ Progress payments per Master Agreement schedule
☐ Lump sum upon completion of CO Work
☐ Milestone-based per the following:

☐ Time and materials, invoiced: ☐ weekly / ☐ bi-weekly / ☐ monthly
☐ Other: [________________________________]

8.2 Retainage. Retainage on Change Order Work: [____]% of each progress payment. For public projects, retainage shall comply with Fla. Stat. § 255.078 (10% cap until 50% completion, then 5%; up to 5% thereafter, or as modified by 2023 legislation). Retainage release: [________________________________].

8.3 Prompt Payment — Public Works / Local Government (Fla. Stat. § 218.70 et seq.).

(a) Owner Payment to Prime Contractor. Owner shall pay Contractor within 25 business days after approval of a proper invoice (or as stated in Fla. Stat. § 218.735).

(b) Prime to Subcontractor. Contractor shall pay subcontractors within 10 business days after receipt of payment from Owner per Fla. Stat. § 218.735(6).

(c) Interest on Late Payments. Late payments accrue interest at 1% per month per Fla. Stat. § 218.735(9).

(d) Improper Invoice. If Owner determines an invoice is improper, Owner must notify Contractor within 10 business days of receipt, stating the reasons.

8.4 Prompt Processing of Change Orders — Public Works (Fla. Stat. § 218.755, eff. July 1, 2025).

For contracts for construction services entered into on or after July 1, 2025 with a local governmental entity:

(a) 35-Day Response Requirement. If the local governmental entity receives from Contractor a price quote for a change order requested or issued by the entity, and the quote conforms to all statutory and contractual requirements, the entity must provide written notice approving or denying the price quote within 35 days of receipt.

(b) Denial Requirements. If denied, the entity must specify alleged deficiencies and the actions necessary to remedy them.

(c) Deemed Approval. If the entity fails to provide written notice within 35 days, the price quote and corresponding change order are deemed approved.

(d) Non-Waivable. The entity may not contract around or waive the duties imposed by Fla. Stat. § 218.755. Any such agreement is unenforceable.

8.5 Prompt Payment — Private Works.

For private construction projects, Owner shall pay undisputed amounts within [____] days of receipt of a proper invoice. Interest on late payments: [____]% per month or as provided in the Master Agreement.

8.6 Disputed Amounts. If Owner disputes any portion of an invoice: (a) pay undisputed amounts timely; (b) provide written notice with specific reasons within [____] days; and (c) work in good faith to resolve the dispute.

ARTICLE 9 — EFFECT ON MASTER AGREEMENT

9.1 Provisions Modified.

9.2 Provisions Unchanged. All terms not expressly modified remain in full force and effect.

9.3 Order of Precedence.

1. This Change Order No. [____]
2. Prior Change Orders (reverse chronological order)
3. The Master Agreement
4. The original Statement of Work

9.4 Cumulative Effect.

ARTICLE 10 — REPRESENTATIONS AND WARRANTIES

10.1 Contractor Representations. Contractor represents and warrants that:

(a) Pricing is complete and includes all costs for the Change Order Work.

(b) Contractor holds a current and valid Florida construction license (Fla. Stat. § 489.101 et seq.) for the classifications required.

(c) Change Order Work will comply with the Florida Building Code and all applicable laws.

(d) Contractor has disclosed all known conditions affecting cost or schedule.

(e) This Change Order represents the full adjustment for the changes described herein.

10.2 Owner Representations. Owner represents that:

(a) The signatory has authority to bind Owner.

(b) Owner has approved the necessary budget.

(c) Owner will provide timely access, information, and approvals.

ARTICLE 11 — AUTHORIZATION AND APPROVAL

11.1 Approval Authority.

11.2 Multi-Party Approval.

11.3 Effective Date. This Change Order is effective as of [__/__/____].

ARTICLE 12 — FLORIDA-SPECIFIC PROVISIONS

12.1 Statute of Frauds. Under Florida law (Fla. Stat. § 725.01), contracts that cannot be performed within one year must be in writing. This Change Order satisfies the writing requirement for any modifications extending the contract duration beyond one year.

12.2 Construction Lien Implications. Change Order Work constitutes an "improvement" under Florida's Construction Lien Law (Fla. Stat. § 713.01 et seq.). Subcontractors and material suppliers performing Change Order Work must serve a Notice to Owner within 45 days of first furnishing labor, services, or materials if not already covered by a prior notice. Contractor shall ensure all lienors are paid in accordance with the Florida Construction Lien Law.

12.3 Payment Bond — Public Works. For public projects, Change Order Work is within the coverage of the payment bond required by Fla. Stat. § 255.05. Any increase to the Contract Price may require the surety's consent. The surety's consent: ☐ is / ☐ is not required for this Change Order.

12.4 Contractor Licensing. All Change Order Work requiring a license under Fla. Stat. § 489.101 et seq. (general, building, and residential contractors) or Fla. Stat. § 489.501 et seq. (electrical and alarm system contractors) must be performed by appropriately licensed contractors.

12.5 Hurricane and Storm Provisions. If this Change Order arises from hurricane or tropical storm damage or code requirements, Contractor shall comply with Florida Building Code wind load requirements (Fla. Stat. § 553.71 et seq.) and any emergency procurement procedures applicable to the project.

12.6 Interest Rate. Unless otherwise provided in the Master Agreement or by applicable statute, the prejudgment interest rate in Florida is as set by the Chief Financial Officer under Fla. Stat. § 55.03. For public works, the late payment interest rate under the Local Government Prompt Payment Act is 1% per month (Fla. Stat. § 218.735(9)).

12.7 Anti-Assignment. Any assignment of rights or obligations under this Change Order shall comply with the anti-assignment provisions of the Master Agreement and applicable Florida law. Assignment of contract proceeds may be subject to Fla. Stat. § 713.345.

ARTICLE 13 — GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Change Order is governed by the laws of the State of Florida.

13.2 Venue. Exclusive venue for any dispute shall be the state or federal courts located in [________________________________] County, Florida.

13.3 Dispute Resolution. Disputes shall be resolved per the Master Agreement. For public works, disputes are subject to the procedures of Fla. Stat. § 218.76.

ARTICLE 14 — EXECUTION

OWNER / CLIENT:

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONTRACTOR:

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
FL License No.: [________________________________]
Date: [__/__/____]

ARCHITECT / ENGINEER (if applicable):

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
FL License No.: [________________________________]
Date: [__/__/____]

EXHIBIT A — COST BREAKDOWN WORKSHEET

EXHIBIT B — REVISED SCHEDULE

☐ Revised Gantt Chart / CPM Schedule attached as Exhibit B-1

EXHIBIT C — SCOPE CHANGE DETAILS

Narrative Description:

[________________________________]
[________________________________]
[________________________________]

Revised Drawings:

Revised Specifications:

This template is provided for informational purposes only and does not constitute legal advice. Florida law regarding construction change orders, prompt payment, construction liens, and contractor licensing is complex and subject to change. Have this document reviewed by a Florida-licensed attorney before use.