Workshops covering all the important construction contract topics specifically for subcontractors. From understanding critical terms, to negotiations and getting paid.

Many subcontractors working on California public works projects are familiar with the pressure that sometimes comes after a project is awarded. A prime contractor submits a subcontract agreement filled with tough terms- broad indemnity clauses, one-sided payment provisions, or heavy risk shifting- and suggests that if the subcontractor does not sign it quickly, they may be replaced. On California public projects, however, that threat is often empty. California Public Contract Code section 4107  gives important protections to subcontractors who were listed in the prime contractor’s bid. In short, once you are listed in the winning bid, the prime contractor generally cannot simply replace you because you refuse to accept unfair subcontract terms. Understanding how this law works can help subcontractors protect themselves during subcontract negotiations. Once You’re Listed, You Matter to the Bid California’s public works bidding system requires prime contractors to list certain subcontractors in their bids. Those listed subcontractors are not just suggestions- they are part of the bid that wins the job. Once the public agency awards the contract, the prime contractor cannot freely swap out those listed subcontractors. The law recognizes that allowing easy substitutions would invite post-award “bid shopping,” where a prime contractor pressures a subcontractor to lower its price or accept unfavorable contract terms by threatening replacement. That is exactly what Public Contract Code section 4107  is designed to prevent. The Prime Contractor Can’t Replace You Without a Valid Reason Under section 4107(a) , a prime contractor cannot substitute another subcontractor for the one listed in the bid unless the public agency approves the substitution and one of the specific reasons listed in the statute exists. The law identifies several situations where substitution may be allowed. For example, substitution may be requested if the subcontractor refuses to sign a written contract for the work it bid, becomes insolvent or bankrupt, refuses to perform the work, cannot provide required bonds, or was listed due to a clerical mistake. Other provisions address situations where the subcontractor lacks the proper license, performs unsatisfactory work, causes delays, or becomes ineligible to work on public projects. (Pub. Cont. Code §4107(a)(1)–(9).) These are serious issues involving performance, licensing, or financial stability. Ordinary contract negotiations are not one of the listed reasons. Saying “No” to Bad Terms Doesn’t Mean You Can Be Replaced One of the most important parts of the statute for subcontractors is section 4107(a)(1) , which deals with situations where a subcontractor refuses to sign a written contract. The key point is that the statute refers to a contract that reflects the scope of work and price contained in the subcontractor’s bid . That matters a lot. Sometimes a prime contractor will send over a subcontract that includes terms the subcontractor never agreed to when it submitted its price. These may include expanded indemnity obligations, unreasonable delay risks, pay-when-paid provisions, or other terms that significantly increase the subcontractor’s exposure. If those terms were not part of the subcontractor’s bid, refusing to sign that version of the subcontract does not automatically give the prime contractor the right to replace the subcontractor. The law does not allow substitution simply because the subcontractor will not accept new or unfair contract terms that go beyond what was originally bid. In other words, Section 4107 prevents a prime contractor from using the threat of substitution as leverage to force subcontractors into signing unfavorable agreements. There’s Also a Formal Process Before Any Substitution Even when a prime contractor believes there is a legitimate reason for substitution, the statute requires a formal process. The prime contractor must submit a substitution request to the public agency and explain the reason. The listed subcontractor must then receive written notice of the request. After receiving notice, the subcontractor has the opportunity to object. If the subcontractor objects in writing within the time allowed by the statute, the public agency must hold a hearing before deciding whether substitution will be allowed. (Pub. Cont. Code §4107.) This process gives subcontractors the chance to explain their position before the public agency makes a decision. Why Your Bid Should Include Your Own Terms Subcontractors can make these legal protections even stronger by including their own terms and conditions in their bids or proposals . Because Section 4107 looks at the contract reflected in the subcontractor’s bid, including terms in your proposal helps define the agreement you are willing to enter into. If your bid includes conditions related to payment timing, change orders, risk allocation, or dispute procedures, those conditions help establish the framework for the subcontract that should follow. If the prime contractor later presents a subcontract that ignores or contradicts those terms, you have a stronger argument that the proposed contract does not match your bid. Including terms in your proposal can: Clarify the deal your price is based on Limit the ability of a prime contractor to introduce new risk after the bid Strengthen your position if a substitution request is made Help ensure the final subcontract reflects the terms you expected The Bottom Line California’s Subletting and Subcontracting Fair Practices Act gives real protection to subcontractors on public works projects. Under Public Contract Code section 4107 , a subcontractor listed in a winning bid cannot be replaced unless one of the specific statutory reasons exists and the public agency approves the substitution. Just as importantly, refusing to accept new or unfair subcontract terms is not a valid reason to remove a listed subcontractor. By understanding these protections- and by including clear terms and conditions in their bids- subcontractors can better protect themselves and negotiate subcontracts that reflect the deal they actually bid.

The New Year brought us two new California laws that reshape how Subcontractors get paid and how change order/time-extension disputes get processed on private projects . In a nutshell: for private works subcontracts entered into after January 1, 2026, private owners and primes will have less flexibility to “contract around” payment timing and dispute procedures. Subs now have more statutory leverage, but your project team needs to understand these new safeguards and follow the required steps to take advantage of them. The new laws are: Civil Code § 8811, which addresses retention payments, and Civil Code § 8850, known as the Private Works Change Order Fair Payment Act, which creates a structured process for handling extra work and time-extension claims on covered private works projects. By design, these new laws look a lot like what some public-works contractors have benefited from under the Public Contract Code: a structured claims process that forces an owner to respond, identify disputed vs. undisputed amounts, and pay undisputed sums and a retention capped at 5%. Public works contractors have enjoyed statutory guardrails like Public Contract Code § 9204 (mandatory claims process) and retention-related rules like Public Contract Code § 7201 (public entity retention generally capped at 5% of progress payment). Let’s take a deeper dive into how these new laws affect Subcontractors, how they compare to similar laws for public works project. Plus, we’ll touch on some subcontract tips you can use immediately. The 5% Private Retention Cap What Changes for Private Projects? For covered private contracts entered into on/after January 1, 2026 , retention is capped at 5%  of progress payments, and total retention withheld may not exceed 5% of the subcontract price . Importantly for subs, the statute also aims to prevent retention “games” between tiers, meaning your retention rate shouldn’t exceed what the owner holds from the prime contractor, which is also now capped at 5%. There are a couple of exceptions to this cap – the new law does not apply to: (a) “a direct contractor or subcontractor if the direct contractor or subcontractor provides written notice to a subcontractor before, or at, the time that the bid is requested that a faithful performance and payment bond shall be required, and a subcontractor subsequently fails to furnish to the direct contractor or subcontractor a performance and payment bond issued by an admitted surety insurer.” (b) “an owner, direct contractor, or subcontractor on a residential project if the project is not mixed-use and does not exceed four stories.” How Section 8811 Compares to Public Works Since 2012, public owners (especially local agencies) have operated under a “5% retention” cap per Public Contract Code §7201 (unless the project has special characteristics such as being “substantially complex.”)  Both laws contain “flow-down” style retention rules that include language that the retention withheld from Subs generally may not exceed what the Owner withholds from the Prime Contractor. Subcontracting Tips: Even though the new statutes prohibit the waving of these retention rules by contracts, it is sometimes hard to “teach” the prime contractor’s accounts payable team what the law requires when your subcontract doesn’t follow the law. So, when reviewing a subcontract, watch for, and edit, subcontract provisions that contain r etention clauses greater than 5%  or greater than what the owner is holding from the contractor under the prime contract. The New Change Order / Claim Process What Changes for Private Projects? Historically, private change-order disputes were often governed by whatever the contract said—sometimes resulting in delayed decisions, withheld payment, and “we’ll sort it out at the end” dynamics. The California Legislature has finally recognized these unfair tactics and, in enacting this new law, declared the following: (1) It is in the best interests of the state and its citizens to ensure that all construction business performed on a private works project in the state that is complete and not in dispute is paid in full and in a timely manner. (2) Delays in payment for works of improvement and site improvements impose significant financial hardships on contractors, particularly small businesses, disadvantaged business enterprises, and disabled veteran business enterprises. (3) The lack of clear procedures for resolving disputes related to change orders often leads to costly litigation where a predetermined method could avoid such costs. (4) Prompt and fair payment promotes economic stability within the construction industry and ensures efficient project completion. So, starting January 1, 2026, Civil Code § 8850 introduced a statutory structure for handling certain change-order and time-extension claims on covered private projects, including required steps and timelines and a focus on paying undisputed  amounts. Even if your subcontract has a detailed claims clause, your contract language can’t safely ignore the statute on covered projects because § 8850 is designed to impose non-waivable procedural rules in many contexts. How This Compares to Public Works Since 2017, many public agencies have been subject to a mandatory claims resolution process under Public Contract Code § 9204, which requires the public entity to respond, identify what’s disputed vs. undisputed, and process payment of undisputed portions within a defined timeframe. For example, PCC § 9204 provides that once the public entity issues its written statement identifying disputed/undisputed portions, payment due on an undisputed portion must be processed and made within 60 days .  Civil Code § 8850 has the same requirement with both laws imposing interest of 2% per month on undisputed amounts that are not timely paid. This means that private projects have now moved toward a “process discipline” that public works contractors have relied on to prevent indefinite payment delays. Subcontracting Tips: Subcontractors will still see subcontract language in their private works subcontracts that, in practice, will undermine these protections unless the Sub is savvy on how these laws work. Key risk clauses include: “No payment for extra work without a fully executed change order”  with no statutory-friendly alternative path. You want language that dictates payment in a defined period of time once the extra work is performed when the paperwork lags the field. Short notice provisions  are still enforceable and easy to miss (e.g., 24–48 hours) tied to waiver of all claims. Change the notice provisions to be based on business days, and add language such as: “Subcontractor’s failure to provide notice (or submit a claim) within the time required herein shall not act as a waiver of Subcontractor’s claim except to the extent such failure materially prejudices Contractor.” An example of what would “materially prejudice” a Contractor is if a Sub submits a late claim for an Owner-caused delay or change, and then the Owner has the right and does deny the Contractor’s claim because the Contractor’s notice or claim to the Owner was likewise late under the Prime Contract requirements. Broad waiver language  in form pay applications (“waive all claims through date”). If you sign these routinely, you may undercut your ability to use the statutory process effectively. Going Forward For subcontractors, these laws aren’t just “legal updates”—they’re cash-flow tools. Retention at 10% on private work has long operated like an interest-free loan from subs to the project. A 5% cap (on covered projects) can materially improve working capital—especially for trades performing work early in the project with heavy material and labor costs. Whether working on a private project or a public project, maximize your chance for success by giving timely notice of delays and extras and by aligning your internal documentation to strengthen your position  when making a claim. Focus on daily reports, T&M ticket process, RFI logs, change and directive logs, and schedule impacts. The better you understand this new landscape for private projects, the more confidence you’ll have when it’s time to assert your rights!

If you told me a few years ago that I’d be working in marketing and business development and representing a professional training company at industry events, I probably would’ve laughed. I was just some 21-year-old with a small dog training and pet care business, trying to pay rent and navigate a tough home life. I had always believed I’d become a dog trainer, herpetologist, or vet- or at least end up with a career working with the animals I love so much. But life had other plans. My career started by chance, doing data entry and research for Scholefield Construction Law. It wasn’t something I planned. I had no idea that one of my dog training clients would become my future boss- someone who would completely change the trajectory of not only my career, but my mentality and many other aspects of my life. But it turned out to be the first step on a path I didn’t even know I wanted. Learning as I Go - The “I’ll Figure It Out” Phase Over time, more opportunities came my way. I was surrounded by an incredibly supportive team and work environment, which made me want to do my part and help however I could. Whenever new tasks came up, I said yes- even if I didn’t actually know what I was doing yet. Eventually, my responsibilities shifted from data entry to including marketing tasks for a new company, OnSite Pro Development, founded by Pam Scholefield, who also leads Scholefield Construction Law. While OPD is a separate business, it was born from Pam’s vision to expand her passion for educating and empowering professionals in the construction industry. I saw that contagious passion of hers and wanted to contribute. After a year of working under Scholefield Construction Law, my employment shifted to working directly with OnSite Pro Development. I didn’t have a formal marketing background- or any marketing background, but I dove in anyway. I spent my free time studying through what we call “YouTube University,”  learning everything I could to understand my new role. When Pam offered to enroll me in a Digital Marketing Certification course, I jumped at the opportunity. That course opened my eyes to new mindsets and showed me how much there was to learn and how exciting it could be to be part of building something new. What’s Behind the Door? - Entering the Professional World for the First Time As my role grew, so did my confidence (and my nerves). My work evolved from remote marketing tasks to also including business development, which meant attending trade group events and networking in person for the first time. I’ll be honest: it was intimidating. I was 22 years old, walking into rooms full of people who had been in the industry for decades. I remember my first trade group meeting vividly- my heart was racing the whole time, and I was so unbelievably nervous when the time came to introduce myself and the company I represent. So much was running through my mind: “How do I interact in this kind of environment?” “I’m representing OPD, I need to make a good impression.” “I’m not on the same level as these business professionals.” “What if my inexperience is grossly obvious?” But I went anyway. And that decision made all the difference. That first meeting and the meetings that followed taught me that it’s okay to be new. Not only do people understand, but they can also tell when you’re trying, and most of them want to help. These experienced men and women have seen dozens of inexperienced people walk through those doors, and they were new once too. When you show up with genuine effort, people notice. You don’t have to walk in with decades of experience, you just need to show up and do your best- be present, ask questions, get to know people. What I’ve Learned One Year In - Confidence Isn’t a Finish Line Now, a year later, I’d be lying if I said I feel like I know exactly what I’m doing. There’s this idea that “when I grow up, I’ll know everything.”  But I’m learning that you’re always just going to be you - no matter your age or experience. Every new person you meet and every networking event you attend will be a new experience. But if you go in with the passion and determination to do your best- that’s all you can do. We’re only human; we don’t grow into robots, we will never know everything. There will always be “what ifs.” But nothing will happen if you let those “what ifs” prevent you from trying. The truth is, growth doesn’t come from knowing everything- it comes from showing up, trying, learning, and doing it anyway.

Popular On Site Workshops Popular Workshops On Site Training: Provides convenience and privacy to your team in a venue that allows optimal understanding for all participants. This also encourages open dialog to target the specific information your team needs most. Tailored Topics: Select from a wide variety of standard topics that can be tailored to meet your specific needs. Current industry topics are integrated with established law to provide a deeper understanding of contract terms and pro-active contract management. Workshop Sessions: Our time-tested workshop environment keeps your team more engaged, which provides an enjoyable experience. Our minds are way more open to learning when we are enjoying the process! Back to Home Understanding and Negotiating Contract Terms This workshop covers the contract terms that pose the most risk and that often provide fertile ground for disputes. Attendees will learn ways to edit and negotiate such terms to level the playing field. This workshop explores terms such as: pay-if-paid/pay-when-paid; retention; integration clauses; incorporation of the prime contract; termination for cause and convenience; indemnity and liability; liquidated damages; notice provisions; no-damage-for-delay clauses; force majeure, and sleeper clauses such venue and choice of law. The workshop includes practical and entertaining exercises such as the "timed" contract term scavenger hunt and a mock negotiation of contract terms. Back to Home The Devil is in the Details - Managing Project Documentation, Changes and Claims The devil is truly in the details as this workshop works through key contract terms while emphasizing the importance of properly organized and detailed paperwork by exploring the following topics: This Workshop emphasizes well-organized project files, clear communication, and good documentation as your best tools for ensuring a smooth project and minimizing and managing disputes. When you know how to professionally respond to directives, give proper notice, track extra work, assert your contract rights, and proceed under protest when needed, you protect your company without damaging customer relationships. The hands-on case study walks through the process step-by-step so you leave knowing exactly how to confidently handle whatever comes your way on any project! In this Workshop, you’ll learn how to: Organize contracts and project files early to build a strong administrative foundation. Identify contract clauses that may create unexpected risk and understand roles and responsibilities upfront. Use a collaborative, practical approach to project management to keep teams aligned and work moving forward smoothly. Recognize and handle a difficult project player before issues escalate. Manage project documentation effectively by: Set up and maintaining clean, consistent project files Track RFIs, submittals, and change orders Pay attention to meeting minutes Write daily reports with the right content and purpose Produce clear, professional communication to reduce risk, prevent disputes, and support overall project success. You’ll also gain key insight and confidence with: When and how to assert contract rights Responding to written and verbal directives Providing timely notice and documentation to protect against claims Working under protest effectively Enforcing change orders and claims in a customer-focused way Tracking and documenting extra or changed work The Workshop culminates with an entertaining hypothetical case study where you’ll learn what to do step-by-step when faced with potential “extra” work, including drafting a proper RFI, submitting a change order request, proceeding under protest, and then drafting a claim! Back to Home Contract Terms Devil in Details Getting it All Done - Effective Time Management for the Busy Construction Professional For most professionals, the continual rush and constant interruptions brought by emails and texts have made it nearly impossible to distinguish between what is important verses what is really urgent. With no daily plan, tasks compete for attention, and essential responsibilities slip through the cracks and then turn urgent. This Workshop focuses on practical, real-world skills that construction professionals can rely on to manage their time more successfully. Attendees will practice simple but extremely effective strategies, like time-blocking, to plan their day, prioritize the right tasks, and stay on track while balancing jobsite demands, office responsibilities, and constant interruptions. Attendees will learn how to ensure that important time-dependent items (such as bids, submittals, RFIs, Change Order requests, procurement, planning, and reporting) receive adequate attention to produce on-time, high quality work while reducing stress and leaving time for themselves to enjoy weekends and even take a stress-free vacation! Back to Home Changes and Claims

How We Train Our time-tested, dynamic workshop environment keeps your team more engaged, which provides an enjoyable experience. Our minds are way more open to learning when we are enjoying the process! Current industry topics are integrated with established law to provide a deeper understanding of contract terms and pro-active contract management. We provide training three ways: (1) Workshops Online - These are periodic live webinars designed to tackle the unique issues subcontractors face. (2) Workshops On Site - These provide convenience and privacy to your team in a venue that allows optimal understanding for all participants. This also encourages open dialog to target the specific information your team needs most. Select from a wide variety of topics so that your workshop can be tailored to meet your team's specific needs. (3) Subcontractor Summits - These are full-day workshops open to any attendees who register. Workshops OPD WORKSHOPS are designed to resolve the unique issues faced by contractors and focus on topics such as understanding and editing subcontracts, tackling claims procedures, and performing work. Unique to our Workshops, we also provide actionable strategies for you to implement what you've learned, including how to become an effective communicator and negotiator. Each Workshop begins with an energetic classroom session with engaging Q and A, and many include specific hands-on challenges such as redlining subcontract terms or our entertaining “project gone wrong” hypothetical case studies and time management exercises where you put your newfound skills to the test. Who Should Attend? Company Owners and Management Project Managers and Project Engineers Risk Managers Contract Administrators Superintendents Why Train? Increase Profits: Projects are bid with tight margins to ensure success of an award. But, those thin margins are soon eaten up by avoidable mistakes that often result from simply being ignorant as to your contractual obligations and how to work the system to your advantage. Focused training by a professional increases your team's ability to properly and confidently manage the contract and assert your rights! Talent Retention and Productivity: According to Indeed.com: "Implementing training programs in the workplace will help employees feel like the company is invested in them. By continuing to teach your employees new skills and abilities, they will not just become better workers, they will feel like more productive members of the organization. This will improve their morale as well as their workplace capabilities." Our Most Popular Workshops Understanding and Negotiating Contract Terms Learn More The Devil is in the Details - Managing Project Documentation, Changes and Claims Learn More Getting it All Done - Effective Time Management for the Busy Construction Professional Learn More Articles Listed Subs are Protected Under CA Public Contract Code Pam Scholefield Mar 4 4 min read 2026 Levels the Playing Field for Retention and Extra Work Payments on Private Works Projects Pam Scholefield Jan 21 5 min read ✍️Doing It Anyway: Growing into a Career I Never Expected Amber Arras Dec 2, 2025 3 min read Shine the Light on Hidden Subcontract Traps Pam Scholefield Nov 12, 2025 5 min read Start Now, Contract Later: Using LOIs and MOUs Without Getting Burned Pam Scholefield Oct 10, 2025 4 min read Will Your Work Ethic Help You or Haunt You? Pam Scholefield Sep 19, 2025 2 min read

About Pam: Pam Scholefield has been practicing exclusively in the area of construction law since 1998 and is known for her highly informative, yet entertaining training style. She is often engaged by clients and trade organizations to provide training, workshops, and key-note presentations covering topics such as: Understanding and managing contracts terms, Negotiating contracts, Navigating notice, change order and claims procedures, Effective project management, Protecting payment rights, Negotiation Skills; and Disputes and Dispute Resolution Processes (ADR). For several years, Pam taught the masters level Construction Claims course for the College of Civil Engineering at San Diego State University and for over 15 years she has taught licensing and construction law classes through an electrical apprentice program. Pam's private law practice includes both transaction work (focused on negotiating construction contracts) and litigation (including mediation and other ADR processes), representing developers, contractors and wholesale distributors, whether plaintiffs or defendants, involving commercial, public works and federal projects. She is often sought out for complex construction cases involving disputes related to scope of work, change orders, delays, and work quality. Prior to becoming a lawyer, Pam worked as an engineer for General Electric's Electrical Distribution and Controls Division, culminating her 10-year career as an Area Manager before resigning to attend law school. When she's not thinking about contracts, Pam loves hiking, camping, and adventures and is a bit of a risk-taker, once traveling cross-country in 46 hours on her Harley Softail Deluxe and helping sail the 46' Catamaran, Bel Gato, through the Panama Canal and up the coast to Costa Rica. She has recently taken up endurance racing in a 1991 Mazda MX-5 (NA), and is determined to master California Tracks such as Willow Springs Raceway, Chuckwalla Valley Raceway, and WeatherTech Raceway Laguna Seca, and one day finding her way to Watkins Glenn International and Road America. Pam is also a dog lover and volunteers as a transporter for Dobies and Little Paws Rescue in Fillmore, CA. Awards Pam is very active in the construction industry and has received the following awards: Associated General Contractors – “Construction Industry Excellence Award”, 2020 – awarded to one company each year. This award recognizes the high level of integrity and ethics in the company’s business practice, and for going above and beyond normal expectation in its commitment to supporting the AGC, the construction industry and the community. Associated General Contractors – “Affiliate of the Year”, 2020 – awarded to one individual each year. This award recognizes the individual’s commitment to the principals of skill, integrity, and responsibility. NECA (National Electrical Contractors Association) – “Above and Beyond Award”, 2020. This special award was to recognize the efforts Scholefield and her team made to support the industry as a whole during the pandemic. Associated General Contractors – “Construction Industry Professionalism Award”, 2012, 2016 – awarded to one individual each year. This award recognizes an individual's professional performance and achievements and their strong support of the AGC by committee involvement and participation. This award is given to an individual who goes above and beyond the normal expectations of their company in their efforts to support the industry and the members of the AGC. NECA (National Electrical Contractors Association) – “Associate Member of the Year Award”, 2016. This award was to recognize Scholefield's commitment to NECA and the Electrical Industry. Associated General Contractors – “Rookie of the Year”, 2009 – awarded to one new member each year who offers significant contribution to the organization serving on committees and participating in and attending member functions & events. San Diego Daily Transcript – Semi-Finalist “Top Attorney”, 2009 San Diego Daily Transcript – Finalist “Top Attorney”, 2007 Licenses Professional Engineer’s License, State of Colorado – 1992-present, License #28104 State Bar of California, SBN #196368 – 1998 - present. Admitted to practice in all U.S. Federal Districts in California, and the Ninth Circuit Hawaii State Bar, JD# 10570 – 2016 - present Education Juris Doctorate – 1998, University of San Diego, cum laude. Executive editor of Law Review; B.S. Industrial & Systems Engineering – 1984, University of Florida, with Honors. Back to Home