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A Morrow guide

Just Bought a Fire and Life Safety Company? Your Insurance Review Checklist

In this guide

After you buy a fire and life safety company, check first that your policies cover the inspection, testing and alarm monitoring work the business sells, not just installation. A missed deficiency or a missed signal can become a large fire loss claim, and many general liability policies exclude or limit inspection and professional work. Then check completed operations for the seller's past installs, the limits and waivers your building owner contracts demand, and who holds the licenses. This checklist is for searchers, Small Business Administration (SBA) loan buyers and holding companies that just closed on a sprinkler, fire alarm, extinguisher, kitchen suppression or inspection and service business.

The short answer

  • Inspections, testing and monitoring create errors and omissions (E&O) exposure: claims that you missed something. Confirm the policy covers those services and carries no inspection exclusion.
  • Completed operations coverage handles injury and damage from finished installs. Check its aggregate limit and decide now how claims about the seller's past work will be handled.
  • Alarm monitoring adds its own exposure. Read the monitoring contracts, their liability limits and who actually watches the signals: your staff or an outside central station.
  • Building owners, property managers and general contractors often require high limits, additional insured status, primary and noncontributory wording and waivers of subrogation.
  • Fire protection licenses are often held by one person. Confirm who holds them after closing, because coverage and contracts can depend on it.

Why is inspection and service work riskier than it looks?

Many fire and life safety companies earn most of their recurring revenue from inspection, testing and maintenance contracts. That work usually follows National Fire Protection Association (NFPA) standards adopted by local codes, such as NFPA 25 for sprinklers, NFPA 72 for alarms and NFPA 10 for extinguishers. That revenue is attractive to buyers. It also creates a quiet exposure: if a fire spreads and an inspection report said the system was fine, the building owner's property insurer may pay the loss and then sue your company to recover it.

Fire and life safety service lines and how claims usually sort out
Service lineTypical claimPolicy that usually respondsWhat to check
Sprinkler installationLeak or failure after the job is doneGeneral liability, completed operationsCompleted operations aggregate, water damage terms
Sprinkler inspection and testingClosed valve or impairment missed on a reportGeneral liability or errors and omissions, depending on wordingInspection or professional services exclusions
Service work on live systemsAccidental discharge floods a buildingGeneral liabilityExclusions for the part of the property you are working on
Fire alarm installation and serviceDevice fails to report a fireGeneral liability, errors and omissionsCompleted operations, professional services wording
Alarm monitoringSignal received but not acted on in timeErrors and omissions, general liability if not excludedMonitoring coverage, contract limits, who monitors
System design and layoutDesign leaves part of a building unprotectedProfessional liabilityDesign exclusions in general liability
Extinguishers and kitchen suppressionUnit fails during a kitchen fireGeneral liability, completed operationsProducts and completed operations coverage

The answer in any real claim depends on the policy wording and the facts. For general liability basics, see the new owner review of general liability.

Does the inherited policy exclude inspection or professional work?

Read the endorsements, not the declarations page. Three things show up often in this trade:

  • Professional services exclusions. Many general liability policies exclude claims arising from professional services, which can sweep in design, consulting and sometimes inspection reports.
  • Inspection exclusions. Some carriers attach an endorsement that excludes claims from inspection, appraisal and survey work. If your policy has one, a missed deficiency on an inspection report may have no general liability coverage at all.
  • Errors and omissions by endorsement. Programs built for fire protection contractors often add errors and omissions coverage for inspection and monitoring. Check whether it is claims-made (covering claims first made while the policy is in force), its retroactive date (the earliest date of work it covers) and whether it has a sublimit (a smaller cap inside the main limit).

Also check how the policy treats water damage. The standard general liability form excludes damage to the particular part of a property you are working on, and some contractor policies add broader water damage limits or exclusions. An accidental discharge during service can damage far more than the pipe you touched. See exclusions that quietly kill coverage.

What happens if a monitored alarm signal is missed?

If the business monitors fire alarm signals, find out how. Some companies run their own central station. Many contract with an outside central station that monitors under the company's name. Either way, a missed or delayed response can lead to a fire loss claim. General liability may respond to the resulting damage unless it excludes monitoring or professional services. Many policies for alarm companies do, so most monitoring companies rely on errors and omissions coverage for this exposure.

Monitoring contracts in this industry commonly include a limitation of liability clause and a waiver of subrogation, meant to keep the monitoring company from becoming the insurer of the building. Whether those clauses hold up varies by state and by the facts, so ask counsel before you rely on them. Then check:

  • Which monitoring contracts you actually assumed in the deal, and whether they use the same template.
  • If an outside central station monitors, what your contract with it says about indemnity and insurance, and whether it carries its own errors and omissions coverage.
  • Whether your policy covers monitoring as a described service, with a limit that matches your largest accounts.

Who answers for the seller's past installations and inspections?

It depends on the deal structure, the policy triggers and your purchase agreement. Occurrence general liability policies generally respond to injury or damage that happens during their policy period, whenever the claim is made.

  • Stock purchase. The company you bought did the work, so its policy in force when the damage happens usually responds, under its terms.
  • Asset purchase. Standard wording covers work done by you or on your behalf, not a business you bought. Damage after closing from the seller's installs can fall between the seller's policy, which may have ended at closing, and your new one, so do not assume your new policy picks it up. Ask whether the seller will keep completed operations coverage in force and whether your carrier will endorse coverage for the predecessor's work.
  • Errors and omissions. Claims-made coverage turns on the retroactive date, any prior acts wording and any tail the seller bought.

A hypothetical example. A buyer acquires the stock of a sprinkler and alarm inspection company with 1,500 inspection accounts. Four months after closing, a warehouse fire spreads because a sprinkler control valve was closed. A company technician inspected the system five months before closing and marked the valve open. The warehouse's property insurer pays $3 million and sues the company to recover it. Because the same company did the inspection, the policies it carries now are the first place to look, under their terms. If its general liability carries an inspection exclusion, the claim turns to errors and omissions, and that policy helps only if its retroactive date reaches back before the inspection and its change in control terms did not cut off coverage. Had the buyer bought the assets into a new company instead, the picture changes. The insurer might sue the seller, whose policies may have ended at closing. The new company's policies might not reach the seller's work at all unless the carrier agreed to cover prior acts. The purchase agreement indemnity would then be the main protection. The lesson for a new owner: ask your carrier now, in writing, how your errors and omissions policy treats work done before closing, and note the indemnity claim deadlines in your purchase agreement.

Fire protection installs can produce claims years later, so ask for the seller's loss runs, a list of large projects and any open service complaints. See completed operations claims from the seller's past jobs, who is liable for work the seller did and prior acts and tail coverage after an acquisition.

What do building owners and contractors require?

Service agreements with property managers, inspection contracts with building owners and subcontracts on construction projects usually carry insurance terms. Common requirements include:

  • General liability and umbrella limits above what a small company bought on its own.
  • Additional insured status for the owner or general contractor, for ongoing and completed work.
  • Primary and noncontributory wording, so your policy pays before theirs.
  • Waivers of subrogation on general liability, auto and workers' comp.
  • Errors and omissions limits for inspection and monitoring work.

A certificate of insurance only summarizes coverage, so make sure the endorsements behind it exist. On large construction projects, a wrap-up program (one insurance program the project owner or general contractor buys for everyone on site) may cover your work there but not your other jobs. See additional insured, waiver and primary and noncontributory terms for new owners and what a waiver of subrogation is.

Do licenses and certifications affect coverage?

They can. Many states and cities license fire sprinkler, alarm and extinguisher companies, often through the state fire marshal, and many require a qualified individual with specific certifications on staff. Requirements differ widely, so confirm them with each licensing agency where you work. Carriers ask about licenses on applications, and some contractor policies condition coverage on holding them.

If the seller or one senior technician holds the license the business runs under, plan for that person leaving. If you financed the deal with an SBA 7(a) loan, SBA's standard operating procedure (SOP) 50 10 8.1, like SOP 50 10 8 before it, requires the lender to get evidence of the licenses the business needs within 90 days after final disbursement. See what to do when the seller holds the license.

What belongs on my first-month checklist?

Fire and life safety insurance checklist for a new owner
CheckWhy it mattersAsk for
Inspection and professional exclusionsInspection revenue may have no general liability coverageFull policy with every endorsement
Errors and omissionsMissed deficiencies, monitoring failures, designPolicy, retroactive date, sublimits
Completed operationsPast installs can fail years laterAggregate limit, seller's loss runs
Monitoring contractsLiability limits and who monitorsContract templates, central station agreement
Customer contractsLimits, additional insured, waiversTop 20 contracts and recent certificates
LicensesLegal operation and coverage conditionsLicense copies, holders, renewal dates
Workers' compLadders, lifts and pipe work drive injuriesPayroll by class, experience rating worksheet
Auto and equipmentService vans carry tools, parts and test gearVehicle schedule, driver list, equipment schedule

Workers' comp class codes and rules vary by state, and Ohio, Washington, North Dakota and Wyoming require coverage through a state fund. The seller's experience usually follows the business. See the workers' comp review. A Morrow review can line your policies up against your inspection and monitoring contracts if you want a second set of eyes.

Keep reading

Frequently asked questions

Does general liability cover a missed problem on a sprinkler inspection?

Sometimes, but not reliably. If the missed problem leads to property damage, general liability may respond unless the policy carries an inspection or professional services exclusion. Many fire protection companies add errors and omissions coverage so inspection and monitoring failures have a clear home. Read every endorsement.

Can my alarm monitoring contract limit my liability?

Monitoring contracts often include a limitation of liability clause and a waiver of subrogation. Whether they hold up depends on the state, the wording and the facts, and they do not stop you from being sued. You still need coverage for defense costs and for claims the clause does not stop. Ask counsel about enforceability.

Am I responsible for inspections the seller performed before closing?

It depends on the deal structure, your purchase agreement and your policies. In a stock purchase, a claim about an inspection done before closing is brought against the same company. Its general liability may respond to resulting property damage unless an inspection or professional services exclusion applies, and its errors and omissions policy helps only if its retroactive date covers the inspection date and the sale did not end coverage. In an asset purchase, your new company's policies may not reach the seller's work at all, so the seller's indemnity matters more. Ask counsel about the indemnity terms.

Do I need my own fire protection license after buying the company?

Often, or at least a qualified license holder on staff. Many states and cities license the company and require a certified person. If the seller held the license, ask the licensing agency and deal counsel what happens when that person leaves, and tell your insurer who holds the licenses.

Do I need errors and omissions coverage if we only install systems?

Possibly. Installers often do design and layout work, and some general liability policies exclude professional services. If you also inspect, test or monitor, errors and omissions coverage becomes more important. Check how your policy treats design and inspection before you decide.

References

Just bought a business? Get your insurance reviewed.

Send Morrow the declarations pages, loss runs and key contracts you inherited. Morrow can review them against the business you bought, flag gaps and request quotes where it makes sense. Any new terms depend on carrier underwriting.

Morrow · 25 New Chardon Street, 4th Floor, Boston, MA 02114

This article is general information, not legal, tax or financial advice, and not a coverage determination. Coverage depends on the actual policy wording, carrier underwriting, your purchase agreement and your contracts. Ask your attorney and accountant about deal and legal questions.