Secret #100! Why You Don’t Need Us

Let’s face it, not all bid and performance bonds are difficult.  Granted, bonds are different from insurance, but with some of the programs out there, you really don’t have to be an expert.

We refer to them as “EZ” type programs.  They have been around for years because surety underwriters realize there is a layer of business that can be processed with minimal handling by a decision-maker. 

At FIA Surety, we are surety specialists.  That’s ALL we do since 1979, and we’re getting pretty good at it…  but you really don’t need our help, unless:

  • The project is over the $500,000 range
  • The client has more than $400-500,000 of work on hand
  • The company is new
  • The project is not in their normal territory
  • Nature of the work is unusual for the client
  • Uncertain if they have the know-howno_idea
  • The job is complicated
  • Job not in the continental U.S.
  • Job term over 12 months
  • Maintenance over 12 months
  • Site or subdivision bond (Our specialty!)
  • Dual obligee such as a lender
  • Non-standard bond forms
  • Excessive bid spread
  • Demolition project
  • Hazardous material / environmental work
  • Marine work
  • Tax liens
  • Bond claims
  • Bankruptcies
  • Poor credit report

OK so maybe sometimes you DO need us…  We know how to handle all the various problems.  Chances are, we know how to solve any problem you run into.  We have the knowledge and the best service standards.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret # 95: PLASTER – Not The Solution To Bond Problems

apply-plasterIn construction there are physical problems you can solve by plastering over them.  In the world of surety bonds, managing, massaging, covering over, (plastering) is sometimes undertaken to deal with negative facts or situations that are hindering the issuance of surety bonds.

Bond underwriters all know the great earnestness with which bid and performance bonds are requested.

“We need a bid bond because we need the project to get the revenues to meet our obligations and have a successful year!”

The pressure’s on! Sometimes that high level of motivation leads people to take extreme measures… Where do you draw the line?

Let’s talk about some real life examples and you decide (our opinion to follow):

  1. Joe, the founder / owner of ABC Company has an unavoidable problem with bad results.  It could be the bankruptcy of their largest client, forcing ABC into bankruptcy.  It could be an accident resulting in a lawsuit and devastating judgement against the company.  As a result, a new company is formed with Joe’s adult child as owner and President.  Joe is not an officer and officially functions as a consultant to the company, even though he really runs the show.  Is this legit?
  2. Smith Co. cannot get the bonding capacity they need because of poorly or improperly prepared financial statements from their accountant.  They decide, as of the next fiscal year, to engage a Certified Public Accountant experienced with construction clients. Is this appropriate?
  3. For Ajax Inc. the first half of the year did not meet expectations, but the year in total should be OK. When the bonding company asks for their 6 month financial results, the company makes up an excuse saying they have a software problem and cannot produce the statement. The plan is to stonewall the underwriter and only provide the fiscal year-end. Does this really hurt anyone since the 6 month statement is relatively less important?

Before deciding on these specific circumstances, let’s look at the big picture. What is the nature of the relationship between the contractor and surety?

The surety is paid to take a risk on behalf of the contractor, they become their guarantor.  It is a true partnership in the sense that they succeed or fail together. Everyone loses if the contractor defaults on a project.

The surety bases their underwriting decisions on info as provided by the applicant, and depends on them to be “forthcoming.” To put it bluntly, intentionally misrepresenting or concealing relevant facts may be considered fraudulent.  Then there is the gray area.

In our three examples, did you find #1 objectionable? This situation does occur, and we appreciate the motivation. The underwriter might choose to accept it on the condition that the consultant gives personal indemnity, even though he is not a stockholder.

#2? This seems like an appropriately timed, logical response to the problem. A-OK!

#3? The sin being committed is the violation of trust with the surety.  If there is a real partnership, they will proceed based on full disclosure, knowing all the good and bad. Even if the info being withheld is irrelevant, it is inappropriate for one party to intentionally conceal it for their perceived benefit.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret #93: Let’s call the whole thing off! (All about Agents)

 Independent Agent, Captive Agent, to-may-toe, to-mah-toe: Let’s call the whole thing off! *

  •  What’s the difference between independent and captive agents?
  • How does an insurance company differ from an insurance agency?
  • Why does it matter?

In this article we will sort out the differences and explain why it is important to know.

The bonding company is like the manufacturer of the product. The bonding agent is the manufacturer’s rep, the sales person who performs the retail side of the transaction.

When it comes to bid and performance bonds, most contractors obtain their bonds from bonding agencies. However, some may be dealing directly with bonding companies and not appreciate the difference. Actually, there are important implications.

The “Big I” is the symbol of the national organization: Independent Insurance Agents and Brokers of America Inc. You can also find their information under the “Trusted Choice” logo. This is a national organization with 140,000 member insurance agents. They serve the retail function as intermediary between the insurance company and the retail customer (contractors and others).

The alternative arrangement is to do business directly with the insurance company.

man-in-chains
Chained!

In this scenario, the customer is dealing with a captive agent directly employed by one insurance company and whose products are all that the agent may offer. They are chained to the one company.

The difference is significant and important for customers to understand. The Trusted Choice (Independent Agents) tagline is Free To Do What’s Right For You. That’s the whole point: An independent agent is free to offer the products of many insurance/ bonding companies, and find the one that’s best for you in the process. To put it simply, captive agents must fit you into one of their company’s products or risk not making a sale.

When it comes to surety bonds, the same holds true. The independent bond agent has access to a number of sureties (insurance companies) and can find the best one for the customer. The companies may even compete for the business resulting in better terms for the client.

The captive agent must offer the products and programs of their employer, even if the client is a square peg in a round hole.

Let’s stop for a moment and review what we have learned:

  • There are insurance companies and insurance agencies
  • The insurance company is the provider of the product and they hold the risk
  • The insurance agent, also known as the bond producer, is an intermediary and the channel between the customer and the insurance or bonding company
  • Insurance/bonding agents come in two flavors: independent and captive
  • Independent agents represent a number of companies and can shop the entire market to find the most beneficial solution for the customer
  • Captive agents work for one insurance or bonding company and only offer their products

At this point, it may all seem pretty clear. You understand the differences and may have decided which you like better: independent agent or captive. Now, the only point of confusion is to recognize which one you’re dealing with.  Independent agents are likely to point out that they represent a broad range of markets (insurance companies) but a captive agent may not mention they only have access to one company.

Conclusion
Do you have a to-may-toe or a to-mah-toe? Do you have an independent or captive agent?

 Ask!

“What markets do you represent?” If the answer is a single company, you are talking to a captive agent who does not provide access to a variety of markets that may compete for your business.  If they rattle off a list, “We have Company A, Company B, Company C, etc…” that’s an independent agent.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

*  “Let’s Call the Whole Thing Off” is a song written by George Gershwin and Ira Gershwin for the 1937 film Shall We Dance where it was introduced by Fred Astaire and Ginger Rogers as part of a celebrated dance duet on roller skates.  The song is most famous for its verses comparing different regional dialects.  Watch it!

 

 

Secret #88: Ten Biggest Lies in Surety Bonding

Here are the ten biggest lies in surety bonding:

  1. “The surety is your partner and we are all in this together.”

OK and I have a bridge in Brooklyn to sell you. This is true until there’s a claim or loss and then the surety is entitled to seek recovery for their loss. After all, they are a “for-profit” company that must answer to its stockholders.  They are not in business to lose money.

In cases where collateral has been required by the surety, it will not be used to help the contractor finish the project. It is used to help the surety perform the work with the replacement contractor in the event of default.

  1. “Dividing the project into multiple contracts will make it easier to bond.” pants_on_fire

This falls into the “smoke and mirrors” category.  If it’s one big job for the client, then it’s still one big job.  Experienced underwriters will recognize the true nature of the undertaking and support the client straight up if they deserve it (one contract and bond).

  1. “Slicing up the contract into phases will make it easier to cover with multiple bonds.”

Most sureties will resist this, since it is still one contract.  Their reinsurance treaties probably will not support such an approach (referred to as “stacking”).

  1. “We are requiring a 50% performance bond to save the contractors bonding capacity.”

Misplaced good intentions: Bond underwriters evaluate the contract amounts, not bond amounts.

  1. “We stipulated a 50% bond to save money.”

Too bad it doesn’t work that way. Typically the bond cost is based on the contract amount.  So you pay the normal price, but you get a bond for half as much.  Cool!

  1. “The job specifications indicate that a performance and payment bond may be required at the owners discretion and a bondability letter must accompany the proposal.”

Ughhh!  May be a time waster.  This smells like a GC who wants the subs “certified” by the surety for free.

  1. “A private owner requires a 100% Performance and Payment Bond equal to the contract amount.”

In some instances, upon receipt of the bond, they send it back, waive the bonding requirement and allow the work to proceed.  Another misuse of the surety’s services. If there is a performance issue or unpaid bill, who gets the last laugh?

  1. “The client will provide full corporate and personal indemnity.”

In order to get the bond, the client willingly signed an indemnity agreement outlining the handling of the premium and enumerating their obligations to protect the surety from loss. Now that they landed the project, some clients attempt to change the deal / ignore the agreement.

The nature of suretyship requires that underwriters rely on the good character of their clients.  Sometimes such trust is undeserved.

  1. “All company owners must give their indemnity.”

The real truth is that most, but not all do.  Typical exceptions: ESOP and publicly owned companies, low % owners, foreign / overseas owners, pre-nuptial agreements, non-transfer of asset agreements, high % collateral cases, well-heeled companies.

  1. “You got turned down for a bond, because you don’t deserve one.”

Well, often this is just not true.  In our experience, most contractors who are willing to place their own assets at risk to perform a lump sum contract, are worthy of a bond.

The problem may be the agent or the underwriter, not the applicant.  Since 1979 we have specialized in succeeding on contractors bonds even when others have failed.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret #87: Payment Bonds – You Like It Hard or Easy?

If you like to do things the hard way, stop reading. You’ll hate this article.

On unbonded construction projects, it is not uncommon for high dollar vendors to specifically ask for the protection of a Payment bond. When this is presented to surety underwriters, they quickly recognize that the purchase order is the subject of the bond guarantee, not the construction contract. This is a much more difficult underwriting scenario.

Why?

When a Performance and Payment Bond (P&P bond) is written on a project, the principal (contractor) is being paid to perform the work. If they fail and the surety is called in to complete the job, the unpaid balance of the contract price is a financial resource that remains available. Even if the principal has no financial capabilities, the surety still has a source of money that may be adequate to complete the obligation without having to add funds.

easy-hard

Now let’s go back to the vendor scenario. We are assuming there is no P&P bond on the project. When the vendor demands the protection of a payment bond, it will be a guarantee of the purchase order not the construction contract. It is purely a guarantee that the principal will pay the vendor. It is not a promise that incoming contract funds will be used appropriately to pay bills. Big difference!

The point is that in the vendor example, it is considered a financial guarantee – a promise that the principal will pay money when appropriate. The reason these obligations are more difficult may be obvious. If the customer is unable to pay the vendor because they’re out of money, only the surety remains to pay the bill. Solving the bond need of the vendor by issuing a financial guarantee bond on the purchase order is the hard way to solve this problem.

The Easy Way
If a 100% performance and payment bond had been required on the contract, it would have guaranteed (among other things) the payment of all bills for labor and material, including the one in question. Even if the project owner did not stipulate a P&P bond, it does not mean one cannot be used to solve the problem.

The easy solution, the alternative we always suggest, is to order a traditional 100% P&P bond and then simply file a copy of the payment bond with the vendor. It does not name the vendor as obligee the way a financial guarantee bond would. However, it is issued literally for the protection of such vendors and solves the need perfectly, and with less underwriting stress and probably a lower premium!

This can be a great solution that converts very challenging underwriting into plain vanilla.

Consider using this technique when the purchase order is a major portion of the overall contract. If it is not, it may not be economical to bond the entire job, just to cover one vendor. Then it could be necessary to pursue the financial guarantee bond instead.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret #86: Exoneration Nation – Why Get Off Performance Bonds?

When it comes to performance bonds for contractors, the emphasis is always on getting them. They are normally required on public work. If you cannot bond the job, being a well-qualified low bidder is not enough. Once a contractor gets the performance bond, work commences and they may think they are done with the bonding company.  Actually, every bond has its own life cycle.  Issuance is the birth – but when and how does it end, and why should the contractor care? 

After a project is bonded, the surety may not require any further paperwork from the contractor. Sometimes the obligee wants the surety to provide a Consent to Final Payment or Consent to Release of Retainage. In such case the underwriter may ask for documentation regarding the health and status of the project. But absent that, the contractor may not think it is necessary to communicate with surety at the conclusion of the job. Why is doing so beneficial?

  1. Each bonded contract represents partial use of the contractors’ aggregate capacity. By officially closing out the project the surety capacity is restored. This is obviously important to enable the pursuit of new work.
  2. From the surety’s standpoint, any coverage for the warranty does not commence until the work is accepted and the performance bond is released. It is beneficial for both the contractor and the surety to start, and promptly conclude, the warranty obligation. While outstanding, the warranty is a risk for both.
  3. The third reason involves the payment bond. The recognition claims by suppliers of labor and material is affected by the last date of their supply or performance on the project. Officially closing the contract and performance bond creates one point of reference for evaluation of such claims.

Closing out the bond file is also important for the surety. It enables them to book any remaining unearned premium and concludes their liability. Both the contractor and surety are exonerated from the risk/obligation.

ex·on·er·ate   verb
past tense: exonerated; past participle: exonerated
– to relieve of a responsibility, obligation, or hardship
– to clear from accusation or blame

“The results of the DNA fingerprinting finally exonerated the man, but only after he had wasted 10 years of his life in prison.”

How to Close the Bond File

At the end of the project, whether requested by the surety or not, the contractor should obtain a letter from the obligee stating that the contract has been completed / accepted and the surety bond is released. The contractor retains a copy and sends this evidence to the bonding company. It’s just that simple.

Contractors should assume the responsibility for this action because not all sureties are diligent in requesting closure evidence for their files. It is true that in every case, it is beneficial for the contractor to submit this information to the bonding company.

Exoneration Nation: Be part of it!

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret #84: Manage the Bid Bond Account

For many contractors and their agents, the main thing they want to know about Bid Bonds is that they have them when needed.  However, the successful management of the bid bond account requires controlling a number of elements. Let’s review them.

The bid bond facility consists of a single and aggregate limit. The “Single” is the maximum size project that can be bonded (without a special exception), and the “Aggregate” is the maximum combined exposure on the bond account at any given time.

It is important to note that the single limit refers to the project amount not the penal sum (dollar value) of the bid bond. If a contractor is bidding a $500,000 federal project with the 20% bid bond requirement, the amount of capacity involved is $500,000, not the bid bond amount which would be $100,000 (.2 x 500,000 = 100,000).  The underwriting decision is always based on the contract amount.

Bear in mind, the bonding company does not want to know the actual bid amount prior to the bid opening. When requesting a bid bond, the underwriter is given the approximate bid / contract amount in order to preserve the bid confidentiality.

Let’s stay with the $500,000 example. If the contractor’s bid calculation is actually $485,000, it would be appropriate to round up and make the bond request for $500,000. If the actual bid calculation is $510,000, again, it should be rounded up to allow for last-minute increases. A bid bond request for $525,000 or more would be advisable.

While it is true that the penal sum of the bid bond, if expressed as a “percentage of the attached bid,” will automatically adjust up or down to the actual bid amount, a problem arises if the bonding company issues a “capped” bid bond.  This means it cannot adjust upward beyond the amount stated on the approved bond request. If a capped bid bond is used, the contractor will invalidate the bond, and their proposal, if the bid exceeds the amount approved by the surety.

maestro1. The first rule in managing the bid bond account is to request the bond for an amount sufficiently high to accommodate last-minute increases.  This avoids the temptation to bid above the approved amount – a practice that is damaging to the surety relationship.

2. The second important guideline concerns the aggregate capacity.  The aggregate calculation is made on a daily basis and includes the incomplete portion of open projects, jobs signed but not started, awarded projects, low bids, plus undecided bids. As a result, a portion of the available aggregate will be unnecessarily consumed if bid estimates are rounded up unnecessarily high. In our example, if the contractor calculated a $510,000 bid and requested approval for $600,000, they may needlessly consume capacity that could have remained available to support another bid.

3. Another point, submit the bond request early enough to allow time for discussion and processing.  Usually a couple of days is needed.

In conclusion, when requesting bid bonds, round up the estimated contract amount to allow for last-minute increases, but remember to preserve aggregate capacity for future bids.

Allow sufficient time for processing and keep in mind, to the decision makers, it is not “just a bid bond.”

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

Secret #81: The Path to Profitable Contracts

Profits.  Is there anything more important for the success of a company?

path_to_riches This critical factor determines if bills can be paid, if growth is achieved – it is the very essence of survivability.

Ask any business owner and they’ll tell you they make every effort to protect their profit margin.  They are careful about choosing the right contracts, vendors, and employees.  When construction companies pursue competitively bid projects (municipal, state and federal), they meticulously calculate the cost estimate to assure a healthy profit upon completion.

For many firms, competitively bid work is their bread and butter. The plain truth is that such jobs are difficult to win.  All the proposers want the revenues but only the lowest bidder wins. The others get nothing for their effort. In this lean and mean environment, contractors must calculate the minimum profit that is sustainable for their firm.  With so much at stake, good management practices require a diligent effort to protect the company’s financial interests.

Everything we’ve said so far probably seems obvious.  No one would dispute the importance of protecting the life blood of a company’s future. However, over the course of our years bonding contractors, the reality may be slightly different…

Fallacy #1: “If I bid it right, the job will be successful.”  This seems like a good strategy.  But what’s wrong with it?

The problem is that a project estimate is just that, an estimate. The contractor may be confident that all labor and material costs are correct. The company may have successfully completed similar projects. But unpredictable factors such as weather, variances in productivity and outside factors like a subcontractor’s performance can all contribute to the financial success or failure of the job.

Fallacy #2: “If the architect approves my monthly pay requisitions, the job must be on track.”

This fails to consider that the architect is the owner’s representative. The architect wants a completed project even if there is no profit left for the contractor!  It is not the architect’s (or project owner’s) job to protect the contractor from taking a beating.

Fallacy #3: “When I get to the end of the project that’s when I find out about the profits.”

The problem here is the lack of oversight during the life of the job, when the outcome may still be managed.

Bonding companies intend to support well-managed, financially successful construction firms. One very important element is the analysis and management of incomplete contracts.  This process must be performed during the life of the projects.

To be successful, this oversight process depends on three elements:

  1. The accumulation of project specific cost data (labor and material utilized).
  2. The data must be analyzed with sufficient frequency (such as monthly).
  3. The remaining “Costs-to-Complete” must be periodically re-estimated based on actual contract performance.  This means not relying on the accuracy of the original project estimate but instead reviewing the actual labor and material cost experience.  When this is compared to the original estimate, enlightened predictions can be made regarding the ultimate profitability.

By following these three steps, construction companies can effectively predict their revised profit estimate and manage open contracts during their life – while there is still time to affect the outcome.

We can say with certainty, all well-managed construction companies utilize such procedures.  Equally, all surety underwriters expect to see this management approach and can readily detect if it is not being utilized.

Contractors must use these procedures to protect profitability and assure their future success.

Want this expertise and creativity on your next Bid or Performance Bond? FIA Surety is a NJ based bonding company that can help! We have specialized in Bid, Performance, Site and Subdivision Bonds since 1979.

Steve Golia is Marketing Manager for FIA Surety.  Call Steve now: 856-304-7348

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Secrets of Bonding #79: Personal Indemnity, How to Avoid it

If there is one universal complaint we hear from Performance Bond applicants it is their reluctance to give personal indemnity. And there is even more resistance from their spouses!  Keep in mind, people operate through corporations to protect their assets.  So why defeat the purpose by signing personally?  Why do bonding companies demand this and can it be avoided?

The giving a personal indemnity makes the company owners and spouses personally liable in the event of a bond claim or loss. It means assets such as their home and investments are literally at risk if there is a problem on a bonded contract. People typically view bonds the same as insurance where there is no such personal obligation. Therefore, there’s a natural resistance to this requirement.

Let’s stop for a moment and understand why such indemnity is expected.

A bonding relationship is much like borrowing money from a bank. Unlike insurance, neither bankthe bank nor the bonding company ever expects to have a loss.  When you apply for a bank line the lender may ask for personal signatures of the company owners (co-signers) to support the credit application. This means that if the company fails to pay the debt, the bank seeks recovery from the co-signers. The bank wants the owners to stand behind the company obligation.

The same approach is used in bonding.  Bonding companies want the company owners to share in the risk and understand the importance of preventing bond losses.  Personal indemnity accomplishes this.

Why must spouses sign?

  1. Company stock is normally a jointly owned marital asset.
  2. The success of the bonded contracts benefits both parties even if they are not both active in the company.
  3. Bonding companies want to prevent assets from being moved around to avoid the indemnity obligations.

For these reasons “full personal indemnity” is generally required by all bonding companies. However there are some exceptions. Ways to avoid indemnity:

  • Long surety relationship It is possible that after many years in a profitable relationship, the contractor may convince the surety to drop the indemnity requirement.
  • Company size Firms with a multi-million dollar net worth may be viewed as so credit worthy, the additional support (of personal indemnity) is unnecessary.
  • Public Companies Go public. Publicly owned entities normally only give company indemnity. Obtaining personal indemnity is impractical and normally waived.
  • ESOPS Form an ESOP. Employee owned companies (like public companies) tend to have a large number of stockholders, each with a small percent of ownership. It is unrealistic to expect these owners to be personally liable.
  • Pre-Nup. The existence of a Prenuptial Agreement or Non-transfer of Assets Agreement between married parties/stockholders could justify waiving the spouse.  However, the stockholder would still give indemnity.
  • Sell Your Stock Company owners can sell their stock to the next generation of owners, key employees perhaps. If you (and your spouse) are no longer stockholders, your personal indemnity will not be expected.  An exception could be a case where you remain in a key position and/or you personally are the primary financial strength.
  • Collateral Place assets with the bonding company such as cash or an irrevocable letter of credit to secure their position. If high enough, it could overcome the absence of personal indemnity.

These examples are real life solutions.  However for many contractors they may not be within reach. The simple truth is that in most cases personal indemnity cannot be avoided.

Company owners/spouses rarely like to give it, but virtually all must do so if they wish to have bonded contracts for their privately owned companies.

FIA Surety is a NJ based bonding company (carrier) that has specialized in Site, Subdivision, Bid and Performance Bonds since 1979 – we’re good at it!  Call us with your next one.

Steve Golia, Marketing Mgr.: 856-304-7348

First Indemnity of America Ins. Co.

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Happy, Healthy, Prosperous New Year!

Best Wishes from your agency bond department: Bonding Pros!

Let us solve your tough bond opportunities in 2015.  That’s what we do!

Have a great idea for a “Secrets” article?  Tell us what you would you like us to cover. What is that one thing you don’t understand, or something that bugs you?  Comment here, write to info@BondingPros.com or call 856-304-7348 and tell us.

Our next article:  Secrets of Bonding #79: Personal Indemnity, How to Avoid it.