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Construction Subcontractor Form 102

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CONSTRUCTION SUBCONTRACT

BNI FORM 102 — © 1995

This Agreement is between:

Name of Prime Contractor or Owner

Project Name

Address of Prime Contractor or Owner

Project Address

City, State and Zip

City, State and Zip

Telephone

Fax

Name of Subcontractor

Subcontractor's License No.

Address of Subcontractor

Firm Name

City, State and Zip

If the prime contractor is also the owner, all references to "contractor" apply to the contractor in his capacity both as prime contractor and owner. If the contractor is not the owner, the name and address of the owner are:

Owner Name

Owner Address

Owner City, State and Zip

Date

A. Description of Work:

Subcontractor will furnish all labor and materials to construct and complete, upon the project described above, in a good, workmanlike, and substantial manner all

In accordance with the following plans, specifications and contract documents

B. Payment Schedule:

Contractor will pay subcontractor the sum of $

in installments as follows:

C. Job Information:

The name and address of the project owner, the original contractor, and the construction lender (if any) are as follows:

Owner

Original Contractor

Construction Lender

D. Insurance:

Subcontractor will maintain insurance per § 13 in amounts not less than $

or as required by specifications.

E. Terms and Conditions:

The terms and conditions on the page 2 are expressly incorporated into this contract.

Contractor's License No.

Subcontractor's License No.

Contractor's Firm Name

Subcontractor's Firm Name

Contractor or Agent Sign Here

Subcontractor or Agent Sign Here

Contractor Signature

Subcontractor Signature

TERMS AND CONDITIONS

§1. Plans, Specifications, and Subcontract. The plans, specifications and this subcontract are intended to supplement each other. In the case of conflict, however, the plans shall control the specifications, and the provisions of the subcontract shall control both the plans and specifications.

§2. Labor and Material. Subcontractor shall pay all valid charges for labor and materials used on the work covered by this subcontract, but is excused from this obligation for bills received in any period during which contractor is in arrears in making progress payments to subcontractor. If contractor is required to pay for any labor or materials ordered by subcontractor on the project, subcontractor shall immediately reimburse contractor.

§3. Withdrawal of Bid. The subcontract will be considered a bid until a copy, signed by the contractor, has been delivered to the subcontractor’s office. Until that time, the subcontractor has the right to withdraw the bid by written notice delivered to the contractor.

§4. Extra Work. The subcontract price set forth in this subcontract shall be deemed to be full compensation for all work and materials furnished by the subcontractor called for by the contract, plans, or specifications. Additional compensation shall be paid to the subcontractor pursuant to written extra work orders signed by the parties stating that the work is extra and designating the amount to be paid for the extra work.

If the subcontractor contends that any work or materials furnished by the subcontractor should be paid for as extra work, the subcontractor must give the contractor a written notice to that effect within thirty days after the work or materials in question are furnished. Otherwise, it will be presumed that the contractor and subcontractor have agreed that such work and materials are within the scope of the original contract and that no additional compensation will be paid.

§5. Destruction of Premises. If the project is destroyed by fire or other catastrophe, the subcontractor will be paid for all work performed theretofore, and shall be relieved of any further obligation under this contract.

§6. Delay. Subcontractor shall be excused for any delay in completion of the work caused by acts of God, acts of the owner or the contractor or the owner’s or contractor’s agent, stormy weather, labor troubles not the fault of the subcontractor, extra work, failure of contractor to make progress payments when due, or other contingencies unforeseen by subcontractor and beyond the reasonable control of subcontractor.

§7. Attorney Fees. If either party becomes involved in litigation arising out of this subcontract or the performance thereof, the court in such litigation, or in a separate suit, shall award attorney fees to the prevailing party. Unless judgment goes by default, the attorney fee award shall not be computed in accordance with any court schedule, but shall be such as to fully reimburse all attorney fees actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorney fees paid or incurred in good faith.

§8. Bankruptcy. If the contractor or the owner or the subcontractor should file a petition in bankruptcy or make an assignment for the benefit of creditors, the subcontractor, or his trustee in bankruptcy, shall be paid the reasonable value of all work theretofore performed, and the obligations of all parties under this subcontract shall thereupon terminate. In determining reasonable value under this paragraph, the subcontract price shall be deemed to be reasonable.

§9. Notice. Any notice required or permitted under this subcontract may be given by ordinary mail at the address contained in this subcontract; but such address may be changed by written notice given by one party to the other from time to time. Notice shall be deemed received in the ordinary course of the mails.

§10. Mediation. Unless otherwise agreed by the parties in writing, any controversy arising out of the construction of the project referred to in this contract or regarding the interpretation of this contract shall be subject to a good faith mediation conducted by and in accordance with the rules of the American Arbitration Association. Mediation shall take place prior to the commencement of arbitration, but in no event later than sixty (60) days after the first demand for arbitration is filed by one of the parties. Mediation shall be governed by the confidentiality requirements contained in California Evidence Code Section 1152.5. Should mediation fail, the parties shall arbitrate their dispute according to the terms of Section 11, infra, but, unless otherwise agreed by the parties, the arbitrator shall not be the same person who conducted the mediation.

§11. Arbitration. Any controversy arising out of the construction of the project referred to in or regarding the interpretation of this subcontract shall be subject to arbitration by and in accordance with the applicable Construction Industry Arbitration Rules of the American Arbitration Association which are in effect at the time the demand for arbitration is filed. Should any party refuse or neglect to appear or to participate in arbitration proceedings, the arbitrator is empowered to decide the controversy in accordance with whatever evidence is presented. The arbitrator is authorized to award any party or parties such sums as he or she shall deem proper for the time, expense and trouble of arbitration.

Subcontractor agrees that its subcontracts will contain an arbitration provision providing that any controversy arising out of the construction of the project referred to in this subcontract or regarding the interpretation of this subcontract shall be subject to arbitration by and in accordance with the applicable Construction Industry Arbitration Rules of the American Arbitration Association which are in effect at the time the demand for arbitration is filed. Subcontractor agrees that by subcontract it will require its subcontractors to agree, upon the request of the contractor, to join as parties to arbitration pursuant to this agreement, and to issue only subcontractors which contain like provisions, as to its subcontractors. Subcontractor further agrees that it will be liable to contractor for all costs of suit, including reasonable attorney fees, arising out of a lawsuit brought by: (1) any level of subcontractor on the project whose subcontract does not contain similar arbitration provisions; (2) any subcontractor with which subcontractor has contractual privity if subcontractor fails to enforce the applicable arbitration provisions contained in this agreement.

§12. Alternates. The subcontractor shall not deviate from the requirements of the plans and specifications as to materials and equipment to be furnished or the method of performing the work unless prior written approval has been obtained from the project owner. The subcontractor warrants that any alternate equipment, material or method proposed by the subcontractor will achieve all performance standards established by the contract documents.

§13. Insurance. Subcontractor will maintain in full force and effect a workers’ compensation insurance policy and a comprehensive liability insurance policy in amounts not less than required by the specifications, or, as noted in D, and shall furnish certificates of insurance to contractor before commencing work. The failure of contractor to demand delivery of certificates hereunder shall not relieve subcontractor of any obligation under this paragraph.

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What the Construction Subcontractor Form 102 Is

Construction Subcontractor Form 102 is a standardized subcontractor information and agreement template used to document the scope, payment terms, insurance, licensing, and compliance obligations between a prime contractor and a subcontractor on a construction project. The form collects identifying information for both parties, describes work location and schedule, specifies contract price or payment schedule, and records required certificates such as insurance and permits. It also includes signature blocks and optional lien waiver language. Many firms use it to streamline onboarding, manage risk, and create an auditable record for payment and lien management.

Why a Clear Form 102 Matters for Projects

Use Construction Subcontractor Form 102 to clarify responsibilities, document insurance and licensing, and reduce payment disputes. A clear, signed subcontract improves enforceability and supports lien and bonding processes while creating a retrievable compliance record for audits and project closeout.

Why a Clear Form 102 Matters for Projects

Who Commonly Completes Form 102

Construction managers, prime contractors, and subcontractors commonly rely on Form 102 to record agreements and compliance items.

  • Prime contractors — use to verify subcontractor insurance, licensing, and scope before issuing purchase orders.
  • Subcontractors — provide accurate company, license, and insurance details to avoid payment or compliance delays.
  • Project owners and construction administrators — keep an auditable record for payment verification and dispute resolution.

Smaller specialty trades, vendors, and owners use it as a formal qualification and records tool for site access and payment administration.

Core Sections to Include in a Professional Form 102

Essential components of Construction Subcontractor Form 102 define scope, payment, compliance, insurance, permits, and signature authority to reduce ambiguity and support enforcement.

Scope of Work

Describe tasks, deliverables, site location, start and completion dates, milestone payments, and acceptance criteria. A precise scope limits change orders and aligns payment to verifiable completion.

Payment Terms

Specify lump-sum or unit pricing, progress payment schedule, retainage percentage, invoice requirements, and acceptable payment methods to avoid disputes; include timing for release of retainage and conditional lien waiver submission.

Insurance & Bonds

Require types and limits of liability insurance, workers’ compensation, commercial general liability, and performance or payment bonds. State certificate-holder details and required endorsements and name additional insureds where applicable.

Licenses & Permits

List contractor license numbers, expiration dates, permit obligations, and responsibility for permit pulls. Verify licenses match the contracting entity to avoid invalidation and include subcontractor’s state contractor license classification.

Compliance Clauses

Include safety plan, site rules, drug-free workplace, equal opportunity, and OSHA-required reporting; reference governing law and standards for dispute resolution and indemnity and specify owner-contractor insurance coordination and notice procedures for claims.

Signatures

Provide signature blocks for the prime contractor and subcontractor with printed name, title, date, and authority statement confirming binding intent and authorization to execute, and include witness or notary lines when required by state law.

Step-by-Step: Completing and Executing Form 102

Follow a stepwise process to complete, verify, sign, and distribute Form 102 to ensure contractual clarity and compliance.

  • 01
    Collect Information: Gather business, license, insurance, and scope details from subcontractor.
  • 02
    Complete Fields: Enter details into each required field accurately.
  • 03
    Attach Documents: Attach licenses, insurance certificates, and permits as PDF files.
  • 04
    Sign & Date: Obtain authorized signatures and dates from both parties.

Where Completed Form 102 Should Be Routed

Routing explains where completed Form 102 should be sent and who retains the official copy for contract administration and records.

  • Send to PM: Prime contractor forwards to project manager and contract administrator.
  • Subcontractor Copy: Subcontractor retains an executed copy for job records.
  • Owner Notice: Provide owner or lender copy when required by contract.
  • Upload to Project: Store signed PDF in project management system for audit.

Set Up an Online Workflow for Faster Turnaround

Configure an online workflow to prefill fields, require attachments, and automate signer routing for faster turnaround and reduced errors.

Field Configuration
Authentication Email link or SMS code
Attachments required ACORD PDF upload required
Conditional fields Show bonds field if contract > threshold
Routing Sequential signer order with notifications

Distribution and Integration Options

Distribute Form 102 by email, secure link, or project management integration to ensure traceability and access control.

  • Email: Signed PDF attached
  • Project PM: Upload to Procore or NetSuite
  • Secure Link: Expiration and access controls

Security and Compliance Essentials

Encryption: TLS 1.2/1.3 in transit, AES-256 at rest
Certifications: SOC 2 Type II, ISO 27001, PCI DSS
HIPAA BAA: Available — sign BAA for PHI workflows
Audit Trail: Timestamps, IP, action log retained
Authentication: Email link, SMS code, and SSO options
Access Controls: Role-based permissions and document access logs

Common Preparation Errors to Avoid

  • Leaving scope vague with open-ended language increases change orders, disputes, and claim risks; tie payments to measurable milestones and deliverables.
  • Failing to attach current insurance certificates or name required additional insureds can delay site access or invalidate coverage for claims.
  • Using expired license numbers or mismatched entity names can trigger withholding, backup withholding, or contract unenforceability.
  • Omitting retainage terms, payment timing, and lien waiver conditions leads to payment disputes and affects joint checks or bond claims.

Penalties and Immediate Risks

Backup Withholding: 24% tax may apply
1099 Reporting: Incorrect TIN triggers penalties
Contract Termination: Noncompliance may cause termination
Delay Claims: Payment delays and lien filings
I-9 Violations: Paperwork fines $281–$2,789
Insurance Gaps: Claims denied for lapse

Time‑sensitive Dates and Reporting

Key filing and reporting dates affect subcontractor tax forms, insurance renewals, and contract milestones; track deadlines to avoid penalties and payment delays.

Provide W-9 upon request:

No statutory deadline; submit before first payment.

1099-NEC reporting:

Issue to subcontractor and IRS by Jan 31.

Insurance renewal dates:

Submit updated certificates before expiration to maintain coverage.

Permit expirations:

Renew permits per local authority timelines to avoid stoppage.

Project closeout:

Submit final waivers and invoices within contract timeframe.

Key Milestones and Processing Stages

Project lifecycle milestones linked to Form 102 help manage onboarding, work commencement, inspections, invoicing, and closeout activities for clear accountability.

01

Onboarding Complete

Form 102 executed and certificates verified.

02

Work Start

Mobilization date confirmed and permits on file.

03

Progress Review

Milestones inspected and invoices submitted for payment.

04

Final Acceptance

Final lien waivers exchanged and retainage released.

Real Examples of Digital Subcontractor Execution

Two brief customer arcs show how digital signing and clear Form 102 practices reduce friction and improve recordkeeping.

Optica Ventures LLC

The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers.

  • Implementation reduced back-and-forth by multiple days.
  • Optica consolidated signed forms into project folders, shortened onboarding, and improved audit readiness across multiple projects.

Martin Properties

I can process and execute all of these documents online with 100% compliance and built-in security.

  • Onsite crews sign on mobile devices.
  • Martin Properties replaced paper packets with digital templates and saved crew time while ensuring insurance and licenses were verified before mobilization.

Practical Tips for Accurate and Efficient Completion

Follow consistent processes and use digital tools to reduce errors, speed approvals, and preserve enforceable records for Form 102.

Standardize the Template
Use one project-standard Form 102 with approved clauses for insurance, indemnity, and lien waivers. A controlled template ensures consistent risk allocation and speeds legal review for multiple subcontractors across jobs.
Require Current Attachments
Mandate ACORD insurance certificates and active license copies as required attachments. Implement validation steps in the workflow so expired documents automatically trigger a renewal request before site access is permitted.
Use Audit Trails
Enable detailed audit logs (timestamps, IP addresses, signer actions) to document intent and execution. Audit trails support enforceability under ESIGN/UETA and are valuable in dispute resolution or bonding claims.
Confirm Signing Authority
Verify the signer has corporate authority to bind the subcontractor. Request printed name, title, and supporting evidence where the signing party is not the listed business owner to reduce unenforceability risks.

eSignature Pricing Comparison for Form 102 Workflows

Compare common eSignature options by starting price, trial availability, bulk send, audit trail, HIPAA support, and envelope limits to choose a workflow that meets compliance needs.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Frequently Asked Questions and Troubleshooting

Answers to common questions about signing, notarization, corrections, and retention for Construction Subcontractor Form 102.


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