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for DBEs
Risk ManagementCaterpillar 2011 Build Your Future Conference
February 15, 2011
Presented by:
Boyd O. Roberts III
Hasselberg, Williams, Grebe, Snodgrass & Birdsall
124 SW Adams Street
Suite 360
Peoria, IL 61602
Phone: (309) 637-1400
Fax: (309) 637-1500
Email: broberts@hwgsb.com
for DBEsYOUR TEAM OF GOOD PEOPLE Commercial Banker Accountant Attorney
for DBEsCommercial Banker
Commercial Loans– Cash advance to repaid within a defined time
frame– Collateral is put up to secure the loan
• Facilities• Equipment• Other non-business assets (car, home, etc.)• Personal guaranty
– Interest rate – based on certain percentage above or below the prime rate
for DBEs
– Financial Statements • Balance sheet
– Snapshot of value of business (cost less depreciation)
– Includes cash, accounts receivable, equipment
– Offset by debts and liabilities • Profit and Loss statement (P&L)
– Financial story of business for a specific time frame
– Shows revenue, expenses and net profit or loss
• Cash Flow statement – shows how your business spends cash
for DBEs
Bank is trying to make money on the deal also Types of Loans
– Revolving line of credit– Traditional loan
Watch for covenants or restriction in loan terms
for DBEs Accountant
Bookkeeper Tax payments Employee withholdings Unemployment Insurance premiums Debt expenditures Payroll
– Consider a payroll service Want someone to regularly examine your business
and provide ideas/suggestions
for DBEs Attorney
Incorporation v. limited liability company v. sole proprietorship – Incorporation benefits
• Perpetual existence• Shareholders not liable for debts of corporation• Ownership easily transferred (shares)• Tax advantages
for DBEs
– Corporate formalities must be observed • By-laws• Annual meetings w/ minutes• Annual reports with Secretary of State• Articles of Incorporation• Capitalization• Board of Directors and officers
for DBEs
LLC (Limited Liability Corporations) – Taxed like partnership (each member taxed)– Same liability insulation enjoyed by corporations– Perpetual existence– Ownership easily transferred– Easier to manage then corporation
for DBEs
Sole proprietorship – No personal liability protection– No tax advantages
for DBEs
Partnership – Partnership agreement specifies management– Each general partner is liable for actions of another– Each partner is taxed individually
for DBEs
Employment issues Filing of mechanics liens or other claims Respond to claims filed against business All Corporations and LLCs must be represented by an
attorney in court under Illinois law.
for DBEsBidding a Job
Remember that you are bound by your bid numbers. Key is to adequately determine your break even point
and then add in profit. Adequately pricing the job is key
for DBEs
Labor Cost– Wage rate– Man hours to complete job
Equipment Cost– Fuel– Insurance– Depreciation– Debt– Upkeep (maintenance, repair, storage)– Increased costs for materials
• Consider an escalation rider• Buy in volume while price is lower
for DBEs
Overhead– Utilities– Debt– Taxes– Insurance– Permits– Bonding
for DBEs
Meet with People Associated with Project– Owner– General Contractor– Architect
Competitor’s Pricing– Don’t price yourself out of the job– Check other contractor’s web sites, advertising,
prior jobs.
for DBEs Insurance
Have your own personal, professional insurance agent who specializes in working with contractor’s.
Property Insurance– Similar to home insurance
– Protects your facilities from fire, theft, storms, etc.
for DBEs
Liability Insurance– Protects from lawsuits by third parties
• Personal injury due to your negligence• Property damage due to your negligence
Consider a Business Owner’s Policy (BOP)– Includes all essential coverages in one policy– Also consider an umbrella policy for catastrophic
accidents
for DBEs
Auto Insurance– Vehicles used for personal and business use
should have a policy written in the name of the entity that holds title to the vehicle
– Policy should cover all vehicles used for company business, including employees vehicles.
– Equipment• Replacement cost coverage• Current fair market value coverage
for DBEs
Worker’s Compensation (Work Comp) – In Illinois, you must carry work comp insurance– State can order that you cease all work– Class 4 felony
for DBEs
Reducing Insurance Premiums– Properly secure equipment at job sites
– DON’T LET EMPLOYEES USE COMPANY VEHICLES FOR THEIR OWN PERSONAL USE
– Drug testing programs
– Experience in field
for DBEs Bonding
Three party instrument– Surety– Contractor
– Project owner
for DBEs
Cost of Bond– Contract price– Company’s financial strength– Risk on project
for DBEs
Types of Bonds– Bid Bond
• Guarantees that you will produce a payment and performance bond if bid is accepted
– Payment Bond• Insures that you will pay all your vendors and
suppliers– Performance Bond
• Guarantees that you will perform work on time and on budget
for DBEs
ALWAYS GET CONTRACT IN WRITING
Contract Clauses
(Read Everything!!!)
for DBEs
Residential or commercial project Scope of work
– Specifically described– Attached spec sheet(s) if necessary– Design build contract?
Payment– Periodic installments– End of job
for DBEs
Insurance requirements– What kinds are required?– Additional Insurance– Minimum Policy Limits– Cancellation Clauses– Waiver of Subrogation rights
for DBEs
Risk Transference– Hold Harmless Agreements
• Broad Indemnity clauses• Intermediate Indemnity clauses• Limited Indemnity clause
Continuation of work– Job must be completed even if there is dispute
for DBEs
Change Orders – More problems in this area than any other
– In writing
– Before additional or changed work commences
– End of job
for DBEs
Mechanic’s Liens (Secret lien)– Contractors liens v. Subcontractors liens– Recording of lien with Recorder of deeds– Notice to owner– Statue of limitations
• within 4 months after completion of work• file suit within 2 years after completion date
for DBEs
Notice provision – Where to send notice of default– Right to cure default
for DBEs
Venue/choice of law– Watch for foreign state venue provision
– Mandatory Arbitration
for DBEs
Attorney’s Fees– Prevailing party language is typical– What’s good for the goose should be good for the
gander– Watch for distinction in commercial settings though
for DBEs
Signatures– Make sure you have an original signed copy by
both parties– Signed by officer of business authorized to execute
contracts
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