Change Order Template — New York

CHANGE ORDER — NEW YORK

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

ARTICLE 1 — PARTIES AND MASTER AGREEMENT REFERENCE

1.1 Parties.

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

Contractor ("Contractor"):
Name: [________________________________]
NYC License No. (if NYC project): [________________________________]
Address: [________________________________]
City, State, ZIP: [________________________________], NY [____]
Contact Person: [________________________________]
Email: [________________________________]
Phone: [________________________________]

1.2 Master Agreement Reference.

1.3 Project Type. Check one:

☐ Private Commercial Construction ($150,000 or more — Prompt Payment Act applies)
☐ Private Commercial Construction (under $150,000)
☐ Private Residential Construction
☐ Public Works — State Agency
☐ Public Works — Municipal / Local Government
☐ 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, fire, flood, severe weather, epidemic, pandemic, war, terrorism, government action, labor disputes, or supply chain disruptions not reasonably foreseeable.

2.5 "Proper Invoice" means an invoice meeting the requirements of the Master Agreement and applicable law, containing the information necessary for Owner to approve or disapprove payment.

2.6 "Retainage" means the percentage of each progress payment withheld, subject to the 5% cap for private commercial construction projects in excess of $150,000 entered into on or after November 17, 2023 (N.Y. Gen. Bus. Law § 756-a et seq.).

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 New York State Building Code, applicable local codes (including the NYC Building Code for projects in New York City), 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 (NYC Building Code, NYS Building Code, ADA)
☐ Force Majeure Event (specify): [________________________________]
☐ Value Engineering / Cost Savings Proposal
☐ Schedule Acceleration Request
☐ Unforeseen Conditions (specify): [________________________________]
☐ Material Substitution (specify): [________________________________]
☐ Environmental Remediation / Compliance (ECL)
☐ Historic Preservation Requirement
☐ Union / Labor 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 reports
☐ 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 private commercial construction contracts in excess of $150,000 entered into on or after November 17, 2023, retainage shall not exceed 5% of the contract sum (N.Y. Gen. Bus. Law § 756-a et seq.). This 5% cap extends to amounts that contractors and subcontractors may withhold from lower-tier participants. Upon substantial completion, Contractor is entitled to submit a final invoice for payment in full.

8.3 Prompt Payment — Public Works / Municipal (N.Y. Gen. Mun. Law § 106-b).

(a) Invoice Approval. Owner shall approve or disapprove all or a portion of Contractor's invoice within 12 business days of receipt of the invoice and all required documentation.

(b) Payment to Prime Contractor. Owner shall pay prime contractors within 30 days of receipt of a request for payment (or 45 days if payment requires approval from an elected official).

(c) Payment to Subcontractors. Contractor shall pay subcontractors within 7 days of receipt of payment from Owner.

(d) Grounds for Disapproval. Owner may disapprove an invoice for: unsatisfactory or disputed job progress; defective work not remedied; disputed materials; failure to comply with material contract provisions; failure to make timely labor payments; or architect's refusal to certify.

(e) Interest. Late payments accrue interest at the rate established by applicable statute.

8.4 Prompt Payment — State Agencies (N.Y. State Fin. Law § 179-f).

For state agency contracts, Owner shall pay within 30 days of receipt of a proper invoice. Interest on late payments is calculated per the State Comptroller's rate.

8.5 Prompt Payment — Private Works.

For private projects, Owner shall pay undisputed amounts within [____] days of receipt of a proper invoice. Interest on late payments: [____]% per annum or the statutory rate of 9% per annum (N.Y. CPLR § 5004), whichever applies.

8.6 Disputed Amounts. If Owner disputes any portion of an invoice: (a) pay undisputed amounts timely; (b) provide written notice with specific reasons; and (c) resolve in good faith.

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 all licenses required by New York law and, for NYC projects, by the NYC Department of Buildings.

(c) Change Order Work will comply with the NYS Building Code, NYC Building Code (if applicable), 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.

(f) If this is a public works project, Contractor will comply with N.Y. Labor Law Article 8 (prevailing wage) requirements for all Change Order Work.

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 — NEW YORK-SPECIFIC PROVISIONS

12.1 Written Modification Requirement (N.Y. GOL § 15-301). New York General Obligations Law § 15-301 provides that a written agreement containing a provision requiring that any modification be in writing cannot be changed by an oral executory agreement unless such executory agreement is in writing and signed by the party against whom enforcement is sought. If the Master Agreement contains a no-oral-modification clause, this Change Order satisfies the writing and signature requirements of GOL § 15-301. The Parties acknowledge that no oral modification of the Master Agreement or any prior Change Order is effective unless an exception under GOL § 15-301(1) applies (e.g., executed oral agreement or estoppel based on significant and substantial reliance).

12.2 Statute of Frauds (N.Y. GOL § 5-701). Under New York's Statute of Frauds, an agreement that by its terms is not to be performed within one year from its making must be in writing. This Change Order satisfies the writing requirement for any modifications that extend the performance period beyond one year.

12.3 Mechanic's Lien Implications. Change Order Work constitutes an "improvement of real property" under New York Lien Law § 2. Contractor and subcontractors have the right to file a mechanic's lien for unpaid Change Order Work. For private projects, a lien must be filed within 8 months of last furnishing labor or materials (4 months for projects in New York City). For public projects, claims must be filed against the bond.

12.4 Prevailing Wage (Public Works). If the project constitutes a "public work" under N.Y. Labor Law § 220, all Change Order Work must be performed at prevailing wage rates as determined by the NYS Department of Labor. Contractor shall file certified payroll records for all Change Order Work.

12.5 Wicks Law (Public Works — N.Y. Gen. Mun. Law § 101). For public construction projects exceeding applicable Wicks Law thresholds (amounts vary by county), the Owner must obtain separate prime contracts for plumbing, HVAC, and electrical work. If this Change Order introduces work within a separate trade subject to Wicks Law, the Parties shall ensure compliance with separate bidding requirements.

12.6 Scaffold Law (N.Y. Labor Law § 240). If the Change Order Work involves work performed at a height requiring scaffolding, ladders, or other elevation devices, the Owner and Contractor acknowledge the absolute liability imposed by N.Y. Labor Law § 240 (the "Scaffold Law") for gravity-related injuries. Insurance and indemnification provisions should be reviewed in light of this exposure.

12.7 Trust Fund Act (N.Y. Lien Law Article 3-A). All funds received by Contractor under this Change Order for a New York construction project constitute trust funds under N.Y. Lien Law § 70. Contractor, as trustee, shall hold such funds for the benefit of subcontractors, laborers, and material suppliers, and shall not divert trust funds to non-trust purposes.

12.8 Interest Rate. The statutory prejudgment interest rate in New York is 9% per annum (N.Y. CPLR § 5004). For public works prompt payment, interest accrues at the applicable statutory rate.

ARTICLE 13 — GOVERNING LAW AND DISPUTE RESOLUTION

13.1 Governing Law. This Change Order is governed by the laws of the State of New York without regard to conflict-of-law principles.

13.2 Venue. Exclusive venue shall be the state or federal courts located in [________________________________] County, New York.

13.3 Dispute Resolution. Disputes shall be resolved per the Master Agreement.

ARTICLE 14 — EXECUTION

OWNER / CLIENT:

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

CONTRACTOR:

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
License No. (if applicable): [________________________________]
Date: [__/__/____]

ARCHITECT / ENGINEER (if applicable):

Signature: _________________________________________
Printed Name: [________________________________]
Title: [________________________________]
NY 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. New York law regarding contract modifications, mechanic's liens, the Scaffold Law, Wicks Law, and prompt payment requirements is complex and subject to change. Have this document reviewed by a New York-licensed attorney before use.