Section: FN (Finance) Effective Date: July 1, 2011

Transcription

1 Section: FN (Finance) Effective Date: July 1, 2011 Policy Type: Company Wide Revision Date(s): POLICY:. The Rural/Metro Corporation Surety Bond Policy and Procedure has been developed by the Chief Financial Officer (CFO) to document the types of bonding arrangements and the internal procedures required to issue and renew bonds. RESPONSIBLE OFFICER: Senior Vice President and Chief Financial Officer PROCEDURE: I. DEFINITIONS A surety bond is a three-party agreement (contract) between the contractor ( Principal Rural/Metro ), the project owner ( Obligee ) and the surety company ( Surety ); whereby the Surety agrees to make the Obligee whole if the Principal defaults in the performance of its promise to the Obligee. A. Generally four types of surety bonds: 1. Performance/Indemnity Bond Protects the Obligee from non-performance and financial exposure should the Principal default under the contract. It is directly tied to the underlying contract in accordance with the terms and conditions. 2. Bid Bond An obligation undertaken by the bidder promising that the bidder will, if awarded the contract within the time stipulated, enter into the contract and furnish the prescribed performance bonds. 3. Payment Bond (labor and materials bond) Assures Principal will pay certain workers, subcontractors and material suppliers. Rural/Metro does not typically issue this type of bond 4. Fiduciary Bond Used to secure the proper performance of fiduciary duties by persons in positions of private or public trust, i.e., ERISA type plans, Notary Bonds, Page 1 of 9

2 B. Other definitions: etc. Rural/Metro deems this type of coverage to be more closely aligned with an insurance policy for the Company and therefore management falls under the Risk Management Group. 1. Penal Sum A specified amount of money which is the maximum amount the Surety would be required to pay in the event of the Principal s default. This allows the Surety to assess the risk involved in giving the bond. 2. Broker Rural/Metro utilized a third-party broker to assist in working with various Surety s to obtain bond lines of credit, issue bonds and assist on the renewal process. 3. Premium Annual cost to issue a bond, generally 2% - 3% of Penal Sum. 4. Continuous Bonds Will automatically renew each year with no further action required by the Principal. A formal notification to Surety is required to cancel or not renew. II. PREQUALIFICATIONS A. Before issuing a bond, the Surety assesses the Principal s entire business operation to get fully satisfied, among other criteria, that the Principal has: 1. Adequate financial resources to meet current and future obligations. 2. Necessary industry experience and equipment to meet contract requirements. 3. Appropriate management skills and organizational support to carry on the business and successfully perform under the contract. 4. Financial strength and excellent credit history. 5. Established banking relationships and lines of credit. Page 2 of 9

3 B. Through this review process the Surety will verify the Principal is capable of performing the job being contracted for and is therefore willing to underwrite the bond with little exception of loss. III. CLAIMS UNDER A BOND A. When a claim is filed by an Obligee against a bond, the Surety has an obligation to both the Obligee and the Principal. If the Principal and the Obligee disagree on contract performance issues and the Obligee declares the Principal in default, the Surety must investigate the claim. B. Limitations of Bonds: 1. A bond is not an insurance policy, does not cover personal injury or property damage that may result from Prinicpal s negligence. 2. A bond does not provide financial protection to the Principal in the event there is a dispute with the Obligee. 3. Covers only completion or correction costs within the scope of the original contract. IV. PROCEDURES TO REQUEST A NEW BOND A. Operations: 1. Performance/Indemnity Bonds: a. Submit, at least 30 days prior to bond effective date, a written request to CFO documenting: i. Name of Obligee (City, County, Third Party) ii. Obligee contact information (address and telephone number) iii. Type of service to be performed under contract iv. Length of contract v. Date bond must be effective vi. Date bond is required to be issued by vii. Penal Sum b. Provide CFO a copy of most recent draft of the contract being negotiated with said Obligee. This does not have to be final draft. (Generally you can assume this has been received via Contract Review Process) c. Upon review and approval by CFO and Surety, Treasury Management will provide the requesting operation a DRAFT bond format with an Obligee approval signatory line at the bottom. d. It is the requesting operation s responsibility to obtain bond format approval from the Obligee and provide this approval to CFO prior to a final bond being issued. Page 3 of 9

4 e. Upon receipt of the signed DRAFT bond from the Obligee, CFO will finalize bond and provide to the requesting operation the following documents: i. Final Bond Certificate ii. Two (2) copies of an acknowledgement letter. This letter documents and summarizes the bond being issued iii. Broker Power of Attorney, if requested f. Requesting operation is responsible for presenting the final Bond Certificate and both acknowledgement letters to the Obligee. g. Return one signed original acknowledgement letter to CFO. Note: there are a couple of specific bond limitations to watch out for when reviewing a Request for Proposal ( RFP ): i. Any forfeiture type bond language in an RFP must be deleted. This type of bond language is no longer available in the surety markets. ii. All bonds issued are limited to one year in duration. If you are entering into a contract with a five (5) year term, the contract must state that all parties agree to accept a one year bond with annual extensions thereafter. In addition, it is requested that you make every attempt to orchestrate including the Rural/Metro Corporation bond format (See Exhibit A - RURAL/METRO CORPORATION BOND FORMAT) as an exhibit when responding the RFP. This will eliminate lengthy bond format negotiations after a contract is awarded. 2. Bid Bonds: a. Submit the Bid Bond Request at least 10 days prior to RFP response submission (See Exhibit B The Rural/Metro Bid Bond Request form) to CFO, documenting such items as: i. Name of Obligee (City, County, Third Party) ii. Obligee contact information (address and telephone number) iii. Type of service to be performed under contract iv. Length of contract v. Date Bid Bond must be effective vi. Date Bid Bond is required to be issued by vii. Penal Sum b. Provide CFO with a copy of language within RFP outlining bid bond requirements. It is not necessary to provide entire RFP, only pages noting bid bond requirement. c. Upon review and approval by CFO and Surety, CFO will provide the requesting operation a final Bid Bond Certificate. d. It is the requesting operation s responsibility to provide the Bid Bond Certificate to the Obligee. Page 4 of 9

5 e. Whether contract is awarded or not, it is the requesting operation s responsibility to obtain the original Bid Bond back from the Obligee and send back to CFO. f. IF CONTRACT IS AWARDED and Performance/Indemnity Bond is required, go to A.1. above and follow procedures. 3. Payment Bond 4. Fiduciary Bond V. MANAGING ISSUANCE OF A NEW BOND AND BOND RENEWALS- CORPORATE CFO: A. Upon Receiving a Request to Issue a New Bond- 1. Review bond line capacity currently available under existing Surety companies and make determination which line this request could fall under. 2. Draft to Broker, documenting: a. Items noted in either A.1. or 2. above, depending on type of bond being requested b. Bond line we would request bond to be issued under c. Attach soft copy of draft contract, if establishing new bond 3. Upon receiving DRAFT bond format from Broker, submit to the requesting operation, with an Obligee approval signatory line at the bottom. 4. Upon receiving from requesting operation or Obligee directly, the signed or modified DRAFT bond, coordinate any changes or modifications with the Broker, then submit to the requesting operation the following documents: a. Final Bond Certificate b. Two (2) copies of an acknowledgement letter. This letter documents and summarizes the bond being issued c. Broker Power of Attorney, if requested 5. Add bond (whether bid bond or performance/indemnity) to Schedule of Active Surety Bonds ( Bond Schedule ); including effective date, expiration date, Obligee, Principal, Surety, Penal Sum, etc. 6. Review bond Premium Invoice, as received from Broker, document cost center to expense premium, and submit to CFO for approval. Page 5 of 9

6 7. Watch for return of acknowledgement letter from Obligee. If not received within 14 business days, follow up with requesting operation until received. 8. File acknowledgement letter and all bond documents by Obligee name. B. Monthly Review of Schedule of Active Surety Bonds ( Bond Schedule ) 1. By the first day of each month, review Bond Schedule, looking for all bonds set to expire in the following month. 2. Relative to any bond set to renew the following month, send a confirmation to renew via to the respective operational Division General Manager (DGM) and Zone CFO. 3. Upon response to item 2. above, communicate via the renewal or non-renewal of each bond to the Broker. 4. If the bond is to be renewed; then proceed to C.4. above, making special note to update the bond expiration date. 5. If the bond is a non-renewal; then, upon expiration, remove from Bond Schedule, making sure to keep all non-renewal correspondence in Obligee file. 6. At each month end the Executive Administrative Assistant will provide the Bond Schedule to the CFO for review. Executive Administrative Assistant will file original signed schedule and provide a copy to the G/L Staff Accountant. C. Quarterly Review of Schedule of Active Surety Bonds ( Bond Schedule ) 1. To ensure the completeness and accuracy of the Bond Schedule, obtain from the Broker, a quarterly bond inquiry listing identifying all surety bonds issued on behalf of the Company. 2. Compare this listing to the Bond Schedule, researching and documenting any differences identified. 3. Provide the Bond Schedule, bond inquiry listing and reconciliation of differences to the CFO for review. 4. Submit quarterly Bond Schedule to External Financial Reporting Manager as support for 10Q and 10K disclosure requirements. Page 6 of 9

7 VI. IMPLEMENTATION A. Implementation of this policy is the responsibility of the CFO. Any questions regarding this policy should be directed accordingly. REFERENCE DOCUMENTS: Rural/Metro Corporation Bond Format Rural/Metro Corporation Bid-Bond request Approved by: Date: 7/6/11 President and Chief Executive Officer Page 7 of 9

8 Exhibit A RURAL/METRO CORPORATION BOND FORMAT City of Performance Bond Bond No. KNOW ALL MEN BY THESE PRESENTS, that, its successors or assigns, as Principal, and, as Surety, are held and firmly bound unto the City of in the State of, to the extent acting unanimously, referred to collectively as Obligee, in the maximum total penal amount of in the aggregate, in lawful money of the United States, for the payment of which sum well and truly to be made, we bind ourselves, successors and assigns, firmly by these presents for actual monetary loss incurred by Obligee. WHEREAS, Principal has entered into, with Obligee, those certain agreements, to provide, respectively (the Contracts ), and the Obligee has consented to accept this bond as security for the performance of the Contracts for the specified term of this bond and subject to the terms and conditions of this bond. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if the Principal shall promptly and faithfully perform said contract during the term of this bond, then this obligation shall be null and void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that the term of this bond shall be for the period from (a one year time period as defined), and any annual extensions of this bond shall be executed via Certificate of Continuation. The failure of the Surety to extend this bond at any annual bond anniversary shall not in itself be the basis for a claim against the bond. Any and all claims by Obligee shall be reimbursed by the Surety on the basis of reasonable, actual costs incurred by Obligee within a commercially reasonable timeframe. The Obligee, with the acceptance of this bond, acknowledges that the provisions and conditions of this bond are specifically incorporated in the Contracts as an amendment thereto and that the language of this bond shall supersede and preempt any Contract language to the contrary. Surety may cancel this bond at any time, without notice or demand, for failure to pay premium, collateral or other amounts due under this bond. Regardless of the number of extensions of this bond, the aggregate liability of the Surety is limited to the penal amount and shall not be cumulative. No right of action shall accrue on this bond to or for the use of any person, governmental entity or corporation other than the Obligee. Any suit under this bond must be instituted before the expiration of one (1) year from the first occurrence date of any event that forms the basis for the material service default underlying the Conditions Precedent unless such limitation is prohibited by any law controlling the construction hereof, such limitation shall be deemed to be amended so as to be equal to the minimum period of limitation permitted by such law. Signed and sealed on, 2011 By: By: Name: Name: Page 8 of 9

9 Exhibit B RURAL/METRO CORPORATION BID-BOND REQUEST Rural/Metro Corp - BID BOND REQUEST Date Bid Bond is Required: Amount of Bid Bond $ Name/Address of Obligee: Project Name: Solicitation Number: Basic Description of Project: Location of Project (nearest City, State): If Obligee requires its own Bid Bond form, Please attach form Length of Contract (in years or months): Penal Sum of Performance Bond if contract is awarded: $ Comments: Submitted By: Date Request Submitted: Fax Request to Carol Babineaux at Page 9 of 9