Change Order: three signatures
AIA A201-2017 §7.2.1 defines a Change Order as a written instrument prepared by the Architect and signed by the Owner, the Contractor and the Architect.
- The common error is to say only the Owner and Contractor sign.
- A Change Order needs the parties' agreement, so there is no such thing as an Owner-and-Architect Change Order.
Construction Change Directive: two signatures
§7.3.1 defines a Construction Change Directive as a written order prepared by the Architect and signed by the Owner and the Architect. The Contractor's signature is not required; requiring it is the common error.
- All three signing describes a Change Order.
- An Owner-and-Contractor pair omits the Architect, who both prepares and signs the directive.
§7.3.1 lets the directive order the change before the adjustment to price or time is agreed. That is its whole purpose.
When a directive is used
§7.3.2: a Construction Change Directive is used in the absence of total agreement on the terms of a Change Order. If the Owner wants a change and the price is disputed, the directive is the instrument.
Addenda are pre-execution, and a Claim is a demand for relief, not the instrument that orders changed Work.
The Contractor proceeds anyway
§7.3.6: on receipt of a Construction Change Directive, the Contractor must promptly proceed with the change in the Work, even if it disagrees with the Architect's proposed price adjustment.
- Stopping until the price is agreed is the common error.
- Refusing the directive until a Change Order is signed defeats its purpose.
- The 7-day notice belongs to the §9.7 stop-work right for nonpayment, not to directives.
Signing a directive turns it into a Change Order
Under §7.3.7, the Contractor signs a Construction Change Directive only to show agreement with its terms. Once signed, the directive becomes a Change Order.
- It does not become a no-adjustment change; the directive can carry Contract Sum and Contract Time adjustments.
- A Claim arises from disagreement, not agreement.
- A Change Order is a Modification to the Contract, but it does not replace the A201 general conditions.