A change order is a legally binding document used to make changes to the contract. Form CEM-4900, “Change Order,” is used for change orders. Form CEM-4903, “Change Order Memorandum,” must be prepared for each change order.
This section describes the use of Forms CEM-4900 and CEM-4903, describes California Department of Transportation (Caltrans) policies for change orders, and provides guidance for writing change orders and memorandums.
The authority for Caltrans to make changes to a contract is in Section 3-403, “Changes and Extra Work,” of this manual. Work that is outside the scope of an existing contract should be done in a separate contract. However, in special situations it may be added to an existing contract if the following conditions are satisfied:
District Construction personnel should consider the following in determining if the proposed change is within the scope of the original contract. Answering “yes” to any of the following questions indicates that the new work may be outside the scope of the original contract:
Answering the previous questions assists in determining if a proposal is within the scope of the existing contract. However, analysis of all the facts and circumstances of the proposed change or new work is required to make a final determination. When district Construction is uncertain if the new work is within the scope of the original contract, the district Construction deputy director must consult the appropriate Division of Construction field coordinator for a determination.
When new work resulting from a director’s order may be accomplished best by adding to an existing contract, the district submits a request to the Division of Construction chief to co-sign the director's order. After the director’s order is approved, district personnel may process a change order incorporating the new work, in accordance with the procedures described in Section 5-311, “Change Order Approval Process,” of this manual.
Contractor proposed safety enhancements involving positive protection measures are within the scope of the original contract. Consider these proposals under the procedure outlined in Section 3-405, “Value Engineering,” of this manual.
Increased change order delegation applies only to districts with a Division of Construction approved district change order quality control plan. Refer to the requirements in Section 5-311A, "Division of Construction Approval," of this manual. Any district without the approved district quality control plan must comply with the following delegation:
District Construction personnel may approve all change orders, except those requiring Division of Construction approval. Division of Construction approval is required as follows:
A change order containing a $50,000 decrease of items, a $20,000 increase of items, and $150,000 of extra work at force account:
|-$50,000| + |$20,000| + |$150,000| = |$220,000|
A change order containing $255,000 of extra work at force account for "Maintain Traffic" with $50,000 supplemental work funds provided.
A preceding change order containing $255,000 of extra work at force account for "Maintain Traffic." A supplemental change order contains $5,000 for additional funds for "Maintain Traffic." The supplemental change order requires Division of Construction approval.
With increased change order delegation, the Division of Construction takes on the role of performing quality assurance on all change orders.
Use change orders to change any part of the original contract. In addition, change orders are used for administrative and other purposes. The following are some of the reasons for writing change orders:
The resident engineer usually determines the need for and initiates a change order. However, the contractor, other Caltrans units, or outside agencies or individuals may request changes. Other Caltrans units requesting a change order must clearly document the need for the change and provide information sufficient to demonstrate that the requested change meets Caltrans policy for making changes to the contract. For all changes requested by any person except the contractor, indicate “Change Requested by Engineer” on Form CEM-4900, “Change Order.”
When preparing to write a change order, consider the following:
To avoid misunderstanding and obtain full agreement, discuss with the contractor all elements of a change, including the method of compensation and the effect on time. Failure to identify elements requiring consideration may lead to protest.
The change order must be clear, concise, and explicit. When appropriate, it must include the following:
The specifications for bid item work already included in the contract will apply to added bid item work. You do not need to repeat or reference specifications for added work that is clearly shown to be bid item work.
In the change order, completely describe extra work. Include directly or by reference the specifications for extra work, whether paid for at agreed price or at force account. The contractor must complete this extra work exactly as it is specified in the change order.
The contract may include some supplemental work specifically designated as extra work. For an example, refer to Sections 12-1.01, “General”; 12-1.03, “Construction”; and 12-1.04, “Payment,” of the Standard Specifications.
The change order and each associated supplemental change order must clearly describe added work or other changes to the contract. Include appropriate references to special provisions, contract plans, Standard Plans, or Standard Specifications. Decide whether a written statement clearly defines the proposed change or if plans or drawings need to be included.
The contractor normally chooses the method of performing extra work, subject to the resident engineer’s approval for labor, equipment, and materials for force account work. If, for any reason, the engineer wants to control the method of performing the work, the method must be specified in the change order.
On plans attached to a change order, show pertinent dimensions and the scale or label the plans “not to scale.” Plainly mark reduced reproductions “Reduced Plans, Scales Reduced Accordingly.” When using existing plan sheets, clearly show the difference between new work, work already included in the contract, and changed or eliminated work. A simple sketch on a letter-sized sheet will more clearly depict the change than a hard-to-spot revision to an existing sheet of the original plans. An 8.5- by 11-inch attachment is always preferable to a full-size contract plan sheet.
Section 6735, “Preparation, signing, and sealing of civil engineering documents,” of California’s Professional Engineers Act, requires that all civil engineering plans and specifications that are permitted or that are to be released for construction shall bear the signature and seal or stamp of the licensee and the date of signing and sealing or stamping. All final civil engineering calculations and reports must bear the signature and seal or stamp of the licensee, and the date of signing and sealing or stamping. Plans or specifications attached to a proposed change order must meet this requirement, with the exception that a licensed civil engineer does not need to sign revisions already covered by the Standard Plans, Standard Specifications, standard special provisions, previously engineered drawings, or minor changes not requiring calculations or determinations by a licensed engineer.
Show the Caltrans contract number, sheet number, and change order number on plans or other documents made a part of a change order. Include all attachments with each distributed copy of a change order.
When writing a change order, the resident engineer often can choose the payment method for added or changed work. The following lists, in order of preference, the payment methods:
When a bid item has a work-character change, the resident engineer may delete the entire bid item, or the portion of it affected by the change, and pay for the entire work at force account. A preferred choice is to determine a correct and equitable payment adjustment to the bid item unit price. A payment adjustment providing for increased or decreased costs because of the work-character change allows the contract price to remain unchanged. Before resorting to force account payment, resident engineers must make every effort to make payment adjustments or negotiate agreed prices.
Refer to Section 3-901, “General,” of this manual for methods of payment. Section 3‑904, “Payment Adjustments,” of this manual describes how the various methods of payment are used in change orders.
Provide supporting documents to the Division of Construction upon request.
Changes in planned work or adding or decreasing work will often result in increases or decreases in bid item quantities. Except for bid items designated in the Bid Item List as final pay quantities, show changes in bid item quantities as estimates on a change order. Calculate the estimated increases or decreases that will result from the work as changed by the change order. The actual quantity paid for each bid item will be determined by the method specified for measuring each bid item quantity. For guidelines on measuring bid item quantities, refer to Section 3-9, “Payment,” of this manual.
Show changes in the quantity of bid items that are designated as final pay quantities as fixed amounts added to the quantity shown in the Bid Item List. If a portion of a final pay item quantity is eliminated, the final pay quantity will be revised in the amount represented by the eliminated portion of the item of work quantity. For a standard clause for revised final pay quantities, refer to Change Order Standard Clauses.
For the method of indicating changes in bid item quantities, refer to Section 5-306G, “Change Order Format,” of this manual and the change order examples.
Increases and decreases or estimated increases or decreases in bid items at contract prices may be executed unilaterally or with the contractor’s agreement.
For the definition of payment adjustments, refer to Section 3-904, “Payment Adjustments,” of this manual. Section 3-4, “Scope of Work,” of this manual discusses payment adjustments for increased or decreased quantities and for work-character changes.
Payment adjustments usually involve estimating the cost of work or determining the actual cost of work performed. The following explains how to estimate or determine such costs.
Verify the contractor’s records of item cost by comparing labor and equipment charged to the item by the contractor to the labor and equipment shown on the daily reports. Charge equipment to the item cost in accordance with the force account method. Exclude downtime and apply the correct force account rental rates. Exclude any overhead costs and any items that should be charged to other work.
Sometimes a contractor may submit cost estimates based on the billing from a specialist plus a markup. When the work is of such a nature that it would qualify under Section 9-1.05, “Extra Work Performed by Specialists,” of the Standard Specifications, calculate the adjustment on this basis. Check that the specialist rate or billing is in line with the firm’s usual charges.
For bid item overrun and underrun adjustments, when the contractor does not furnish sufficient and timely cost information, issue a unilaterally approved change order adjusting the item. Base the adjustment on your cost determination. This approved change order establishes the time allowed for protest and helps avoid delays.
Even though the contractor may have agreed to pay a fixed price to others for an item of work, use a force account-based adjustment of the item price. Use a force account cost determination even when the work is subcontracted, unless the item of work was performed by a specialist, as defined in Section 9-1.05, “Extra Work Performed by Specialists,” of the Standard Specifications.
For large and complex adjustments, request auditing assistance from the Independent Office of Audits and Investigations through the Division of Construction. Refer to procedures in Section 5-411, “Audits,” of this manual.
As soon as it is known that a bid item quantity will vary from the bid item list by more than 25 percent, consider the method of adjustment that will be used. Make daily reports for the item with the same degree of detail used in force account daily reports. Doing so will identify any necessary adjustment. When required, make payment adjustments for increased or decreased quantities as soon as the contractor completes work on a bid item. Refer to Section 3-904, “Payment Adjustments,” of this manual.
You may calculate adjustments by analyzing the performance of a portion of an item, provided the portion is typical of the item as a whole.
Verify a contractor’s records by comparing them with Caltrans records. Where more extensive auditing is required, request the assistance of the Independent Office of Audits and Investigations. When examining the contractor’s records to determine the cost of equipment used, consider only the hours worked. Force account equipment rental rates must be used regardless of what rate the contractor may have used. When verifying the contractor’s records, eliminate supervision and overhead costs and any costs properly chargeable to other work.
When making adjustments, use Caltrans records to determine the amounts of labor, equipment, and materials. The verified contractor’s records may supplement the Caltrans records, or in some instances, you may need to use only the verified contractor’s records. The resident engineer must use good judgment when reconciling differences between the contractor’s and the engineer’s records to arrive at a reasonable and equitable adjustment.
An item that has been adjusted under the provisions of Section 4-1.05B, “Work-Character Changes,” of the Standard Specifications, may later become eligible for further adjustment under Section 9-1.06, “Changed Quantity Payment Adjustments,” of the Standard Specifications. In making the quantity payment adjustment, deduct or add payments made for work-character change adjustment to determine the contractor’s total cost of the work.
Upon completion of the changed work, promptly resolve all deferred item adjustments.
If a bid item adjustment will not be made, you do not need to write a supplemental change order. In this case, a letter from the contractor is sufficient. File a copy of the contractor’s letter with the original change order that deferred the adjustment.
Unless requested in writing by the contractor, do not adjust a bid item when the total pay quantity is less than 75 percent of the Bid Item List. You also do not need to adjust, unless requested in writing by the contractor, if the value based on the contract price for the units of work in excess of 125 percent is less than $15,000, as shown in Section 9‑1.06B, “Increases of More than 25 Percent,” of the Standard Specifications. As soon as a final bid item quantity is known, decide whether to make the adjustment. Unless an obvious imbalance exists between the bid item unit price and actual cost, do not make the adjustment. Inform the contractor in writing whether Caltrans will adjust the bid item price.
Section 3-403A, “Work-Character Changes” of this manual defines work-character changes.
Payment adjustments for work-character changes may be unit or lump sum adjustments. Normally, a lump sum adjustment is only applied to a lump sum bid item.
A work-character change payment adjustment requires a force account determination of the cost of an entire item as changed and a force account estimate of the cost of the work as planned.
When only a portion of the work has changed, separate the changed portion of the work from the unchanged portion. Perform a force account analysis of the cost of the changed portion, and make payment at the contract price plus a separate payment for the added work or credit for any deleted work.
Do not eliminate a bid item and pay for the work at agreed price or force account unless the change is so extensive that the original item no longer applies.
There can be no work-character change unless there was an executed change order. At times, it will not be possible to come to an immediate agreement with the contractor regarding an adjustment in compensation. You may need to complete the entire item before adjusted costs can be determined. In such cases, provide for payment at bid item prices, and defer adjustment in the initial change order. Include an appropriate deferment clause.
For the definition of extra work and guidelines for using extra work in change orders, refer to Section 3-4, “Scope of Work,” of this manual. Before designating additional work as extra work, make sure that it cannot be paid for as a bid item, a combination of bid items, or a bid item with a payment adjustment.
For guidelines for determining and paying for extra work at agreed price, refer to Section 3-9, “Payment” of this manual.
File with the contract records any calculations made to determine extra work at agreed price. These calculations are subject to audit and must be in such a form that they clearly substantiate and justify the amount paid for extra work. Instead of showing all the calculations necessary to substantiate extra work at agreed price in the change order memorandum, you may file in the project records and note the location on the memorandum.
When a subcontractor is to perform extra work at agreed price, include the subcontractor markup in the agreed price calculations. For subcontractor markup guidelines, refer to Section 3-9.
Agreed prices may be paid as unit prices or lump sum. Before an agreed price may be used to pay for extra work, the resident engineer and the contractor must agree on compensation. The contractor must execute the change order providing for extra work at agreed price.
After the extent of the extra work has been determined, ask the contractor to submit a proposed agreed price. Analyze the contractor’s proposed price using the force account method. You may also initially determine a proposed agreed price based on a force account analysis and present it to the contractor. When you have reached agreement, process the change order and retain in the project files the records fully justifying the agreed price.
Verify that payments of agreed lump sum prices do not exceed the amount authorized on the change order. Agreed unit prices can be applied to an estimated number of units in the change order. Although the unit price remains fixed, the number of units paid may vary from the estimated number.
When extra work consists entirely of work that neither the contractor nor any of the subcontractors would normally perform, the work is considered “specialist work,” and the contractor should obtain three bids for the extra work. Determine the agreed price by taking the lowest bid and adding the markup, as described in Section 9‑1.05, “Extra Work Performed by Specialists,” of the Standard Specifications.
When this method is used, verify that the work is accurately and completely described when bids are solicited. The same description of the work must be used in the change order. If the contractor or a subcontractor includes a bid along with independent firms, you must make an analysis using the force account method. The contractor’s or subcontractor’s bid will be acceptable only if the analysis can justify it. If the contractor or a subcontractor is capable of performing the extra work, the work is not considered “specialist work.”
For examples of change orders with extra work at agreed price, refer to the change order examples at:
Pay for extra work at force account under the following conditions:
For guidelines for paying for extra work at force account, refer to Section 3-9, “Payment,” of this manual. For examples of change orders with extra work paid for on a force account basis, refer to the change order templates at:
For a discussion of time of completion and adjustments to time, refer to Section 3-804, “Time,” of this manual.
A change order may specify a positive, negative, or no adjustment to contract time of completion.
Whenever you can estimate an adjustment to time for future work with reasonable accuracy, try to reach agreement with the contractor. Enter the amount of the time adjustment on the change order, including when there is no adjustment. Regardless of the amount of time actually required to perform the changed work, the agreed adjustment becomes binding on both parties. File with the contract records the calculations and other data used to determine adjustments to time.
If you cannot determine or agree on an adjustment of time in the initial change order, you may defer the adjustment. When doing so, write “deferred” on the time adjustment line and include a time adjustment deferred clause in the change order.
As soon as the change order work is completed, determine the appropriate time adjustment. If you cannot reach agreement with the contractor, issue a unilaterally approved supplemental change order adjusting time.
On contracts with internal time limits or multiple time limits, make sure that any change order that includes a time adjustment contains a statement that identifies the applicable time limits of the adjustment. If an internal milestone date will change, but total time remains unaffected, specify the new date in the change order and indicate there is no time adjustment because of the change.
Periodically during the progress of the change order work, resolve deferred time adjustments. Do so by issuing a supplemental change order covering time allowable. If it is an extensive deferment, resolve the time allowed to a current date, with part of the deferment continued for subsequent work. Your objective is to resolve deferred time adjustments within one month or sooner. Timely resolution of time deferments allows the contractor to efficiently schedule remaining work to complete the project within the time limits.
The resident engineer may not unilaterally decrease time unless this is permitted by the specifications. Otherwise, the contractor must agree to changes that reduce time. Without this agreement, you can do one of two things:
Information on change order standard clauses is available at:
The examples show standard clauses for situations found in change orders. Customize standard clauses to reflect what is appropriate for the change order being written.
The Standard Specifications and the special provisions describe certain work and specify that it is to be paid for as extra work. In some cases, supplemental work funds are set aside to pay for this extra work. Make an independent cost estimate of the work for which the supplemental work funds were provided. This estimate must be as accurate as possible.
Refer to the specific section of the specifications that identifies the extra work for the change order. Also, describe the exact work to be performed.
Traditionally, Change Order No. 1 provides for extra work specified for public traffic and public convenience. This change order must be limited to the following:
Refer to the change order template “Maintain Traffic” at:
This change order indicates the method for incorporating specified extra work into a change order. Note that the change order template is written as extra work at force account. You may also pay for specified extra work as extra work at agreed price if the extent of the work can be accurately determined. This approach is illustrated in the change order template, “Flaggers,” which provides for payment for flaggers at an agreed unit price. Payment for flaggers at an agreed price may be written as a separate change order or combined with the other traffic-related work paid for as extra work at force account.
The example change orders at the Division of Construction’s website follow the generally accepted format for writing change orders. The following describes the format:
Include with all change orders sufficient documentation of the scope and reasons for the change. For this purpose, use the latest version of Form CEM-4903, “Change Order Memorandum,” with any necessary attachments including previous change order supplements and Division of Construction approvals. The memorandum is intended for interdepartmental use only. Do not send the memorandum to the contractor.
The memorandum must be sufficiently complete to enable a person unfamiliar with the details of the project to review the change order and understand the justification for the work, the reasonableness of the compensation, and the time adjustment provisions.
The memorandum must:
The resident engineer is responsible for assigning a four-letter code to every change order to indicate the main reason for the change. Preferably, there should only be one issue per change order. For change orders with multiple distinct issues, assign the coding based on the one issue that has the greatest effect on the project. Assign the coding according to the reason for the change, not according to how the problem was corrected. Category codes for supplemental change orders should not change. To determine the code, the resident engineer may use the change order code generator from:
The resident engineer should enter this code on Forms CEM-4903, “Change Order Memorandum,” and CEM-4901, “Change Order Input.”
The change order code will identify one or more discrete pieces of information about the change:
Administrative change orders, such as accelerations, and changes that are anticipated and authorized by existing administrative specifications, require only minimal coding information. Consequently, extra coding positions will be assigned a default character placeholder, the letter Z. Assign characters from left to right, as subsequent character code selection is dependent on the preceding characters.
For innovation change orders initiated by Caltrans that result in construction cost savings that do not reduce the delivered project's original function or performance, the resident engineer is to use "INOV" coding on Forms CEM-4903 and CEM-4901. Do not use the "INOV" category code on cost-saving changes that reduce the project's function or performance. Changes that reduce material quality, service life or functional scope may result in construction cost savings but are not considered innovations.
Character 1: Change Order Type:
Use the codes in Table 5-3.1., “Change Order Type (Character 1),” to categorize the change order according to its general type; for example, administrative or dispute resolution. Coding for dispute resolution takes precedence over coding for any other potential scenario. After selecting the first character code, use the corresponding directions on Table 5-3.1. to complete the coding for the remaining three characters.
Character 2: Specification or Physical Asset:
Next, based on your selection for the first character code, and using the directions within Table 5-3.2., “Specification or Physical Asset (Character 2),” select the code that most accurately identifies the appropriate administrative specification, or the affected physical asset. Enter this code as the second character. In the case of a change order that is strictly for acceleration, with no physical change in the planned work (the first character code is a B); then the second character code is defaulted to a placeholder Z character.
Characters 3 and 4: Source Document or Dispute Disposition:
If the change order is needed to bring about a plan or specification change, if the first character code is C or D, use Table 5-3.3., “Source Document (Characters 3 and 4),” to identify the pair of character codes that together best describe the original document that created the need for the change order. The reason for the change may be from:
If the change order is for a dispute resolution, and if the first character code from Table 5-3.1. is E, F, G, or H, use Table 5-3.4., “Dispute Disposition (Characters 3 and 4),” to assign the third and fourth characters. Begin by selecting the code for the third character that most closely identifies the time frame before the dispute was resolved. The milestones for the third character are listed chronologically. For the fourth character, choose a code from Table 5-3.4. that most accurately explains how the dispute was resolved, such as entitlement, negotiated settlement, or arbitration award, and whether fully or partially resolved.
If the change order type was administrative, and if the first character code is either A or B, then the third and fourth character codes are defaulted to Zs. However, when the first character code is A and the second character code is W, choose the third and fourth character codes from Table 5-3.5., “Other Supplemental Work.”
Change orders that are strictly for constructive accelerations when there is no change to the final configuration of a planned permanent physical asset are all coded “BZZZ.” No additional coding information is necessary.
When a change order resolves a dispute based on contract administration, and there was no change to the planned work on some permanent physical asset:
When a change order is authorized by an administrative specification and there is no formalized dispute involved:
Reason for Change Order