March/April 1990

How Liable Are You?

Insurance becomes a high-stakes game of "keep-away"


Admit it. As an exposition manager, liability insurance isn't high on your list of favorites. It's something you know you need in order to bring a show into most facilities, but the complicated clauses, obscure exceptions and dense legalese tempt you to sign on the dotted line, pay the premium and get back to the creative business of putting together a show.

But in today's litigious society, liability has become a high-stakes game of "keep-away," and you need to be an involved player if you don't want to end up the loser.

"Exposition management has become a high-profile profession," says Atlanta attorney John Foster, who specializes in contracts and risk management. "And exposition managers are held to a higher standard of care in their business activities because if they hold themselves out as a professional, then they are expected to understand the legal implications of the business they're in. It's not necessary to be an attorney to be a show manager, but you have to know someone who is."

Getting started
Accept the fact that insurance is a necessary and important component of show management and develop an insurance plan that covers all your expositions during a year. Get copies of contracts from all the halls, hotels and convention centers you will be using during the twelve-month period. Then make a list of all the activities you will have in conjunction with these events. In addition to the exposition, are you offering outside activities such as excursions to nearby attractions, post-convention trips? Are you going to sponsor a reception where liquor will be served?

Next, make a list with the show itself in mind. You know you have a specialized ceiling treatment -- it could fall. You've given permission for an exhibitor to bring a live animal into her booth -- it could bite someone. You'll be using a golf cart to survey the show floor -- you could knock down an exhibit.

All these lists become your master checklist of risks you want to insure against. A simple premise to keep in mind -- "if it's not listed, it's not covered." If, for instance, you did knock down an exhibit with your golf cart, the insurance company could refuse to pay for damages because, although you are covered for negligence, the policy says nothing about your intent to operate a motorized vehicle.

The next step is to determine what kind of insurance your organization has -- and who makes the decisions about the amount of coverage required. As show manager, your insurance needs generally reflect only a portion of the organization's overall coverage. How -- and where -- does show insurance fit into this picture? Insurance experts say it's not a good idea to buy liability insurance on a one-show basis. It's more expensive, and -- for some organizations -- harder to obtain. Including the show protection under an overall organization umbrella policy makes far more sense.

Convention centers, exposition halls and hotels require that you have proof of liability insurance before you use their premises. The average minimum coverage for most facilities is $1 million per event, but these limits are creeping up, particularly in large halls in New York and California. "Very few conventions and trade shows carry much less than $3 million to $5 million in liability insurance," says Huntington Block, President of Huntington T. Block Insurance in Washington, D.C.

Some organizations add the extra liability coverage to their existing policy. "The insurance for our public shows are riders to our main policy," explains Carleton Rogers, President of TEAM Expositions in Elgin, Illinois. "Each specific show goes on as a rider because the amount of coverage the halls require are different in many cases."

Attorney John Foster advises show managers to make sure their organization's liability insurance includes trade shows and expositions. "And then they need to make sure that the policy covers them out of state," he adds. "Sometimes insurance will cover the organization only in the state where they are located or incorporated."

Even more common are insurance policies that only cover you within the continental United States. If your show is in Hawaii, Alaska, Canada or Puerto Rico you need to let your insurance broker know as early as possible.

Which insurance company?
In shopping for insurance, your first step is to find a knowledgeable insurance broker. We live in an age of specialization, and whether you use a local insurance person who has taken the time to learn about show management issues, or a broker who specializes in the field, you quickly pick up on their expertise -- or lack of it.

Shop around. "Don't take the first quote you get," advises Turner Madden, General Counsel for the Washington Convention Center in Washington, D.C. "If show managers check around, they can find good rates. Depending upon the show, they could save thousands of dollars."

Insurance brokers who are experienced in the show management field are a valuable addition to your show management team. Use them as sounding boards when it comes to insurance questions you don't understand. Ask them to look over the insurance requirements of the exhibit hall or hotel before you sign them. Brokers don't give legal advice, but they can make suggestions and recommend when you need to consult an attorney.

After checking the facility contract and reviewing your checklist, you should have an idea of the type of liability coverage you need. Sit down with your broker and discuss the risks involved, the additional coverage you might need and the clauses in the contract that you might want your attorney to negotiate.

As you decide on the liability coverage needed, discuss with your broker circumstances which could cause you to lose your coverage. For example, although you've included extra coverage for the live animal in the exhibitor's booth, does this coverage only extend to the edges of the booth? Are you covered if the animal gets loose and harms someone in the lobby, or will the insurance company consider this negligence and refuse to pay? Be as specific as possible.

Once you get your insurance policies, read them carefully. Look for escape clauses and "weasel-words." If that seems too daunting a task (they aren't exactly bedside reading), ask your broker or attorney to check them against the coverage you requested.

Types of insurance
In addition to liability coverage, facilities sometimes insist you have insurance for fire and theft -- and host liability if you are serving liquor at an event.

The Washington Convention Center, for example, requires show management to have a certificate of insurance for $1 million in personal injury and property insurance. It also asks show management to have $500,000 coverage for fire legal liability and theft. "The enabling legislation for the Center requires this," explains Madden. On the other hand, host insurance for serving liquor isn't necessary because the facility has an exclusive contract with a catering firm that carries this type of insurance.

In North Carolina hall, the Charlotte Convention Center requires $500,000 in liability coverage and you must obtain your own host liability if you are serving alcohol.

Using your attorney or insurance broker as expert advisors when reviewing facility contracts is critical. "The biggest mistake show managers make is not reading the contract with the hall to learn what liability is being shifted to them," says attorney John Foster. "A lot of times they may have a general liability policy that covers trade shows, but they may not know that such policies don't cover fire damage, for instance. This is where they need separate fire legal liability. Also, general liability insurance sometimes may not include theft coverage."

In addition to the facility's insurance requirements, you may be planning outside events that aren't covered in your regular policy. If you are taking attendees on a bus to a nearby attraction, you may need additional insurance. Or you may want to ask the bus company to add you to their liability policy for the duration of the trip. In any case, you need to make sure the transportation company provides you with a certificate of insurance to prove they are protected.

If your event involves water, such as a boat ride, or flight, such as balloon rides, you'll need special coverage. If you know this in advance -- and how much it will cost -- then you can determine whether you want to keep it on your agenda. Here again, the supplier needs to prove they have good insurance coverage and agree to hold you harmless for their negligence.

"Hold harmless" I
"Hold harmless" or "indemnification" is the legal way of saying you agree to accept the responsibility -- and liability -- if anything goes wrong. If you have contracts with suppliers, you may want them to assume this responsibility during the duration of their contract.

Some attorneys advise show managers to use a standard "supplier indemnification form" whenever they contract for services. It can be used with a transportation company, a decorator, an audio-visual supplier, a drayage company or hotel. This form, which can be a separate document or added to a contract, performs two functions. First, the supplier, as an independent contractor, agrees to be responsible for his or her own negligence. Second, the supplier agrees to purchase liability insurance in a specific dollar amount, and to provide you with a certificate of insurance as proof that the insurance is in effect during the dates of your function.

Such an agreement needs to be written by an attorney. The idea may be simple, but the actual wording is not. There is no way you can guarantee you won't be sued -- even if it's over something for which you weren't responsible. And, on the other hand, a contract isn't going to save you from liability for your own negligence. "It's a dicey subject, and the specific words in such agreements are important," says Jed Mandel, an attorney with the Chicago law firm of Neal Gerber & Eisenberg, and a recognized expert in convention and trade show law.

Managing risk
"As the exposition manager, there are several things you can do to protect yourself and your show from risk," Mandel continues: "Avoid it, manage it, pass it on, insure against it.

"First is to avoid the risk. Take hanging signs, for example. They can be an enormous risk. To eliminate this, you can have a rule prohibiting hanging signs at your show.

"Another way to deal with potential danger is to manage the risk. This means if there are hanging signs, they must be hung from structural beams, with strong chains, in order to mitigate any damage that might occur from them.

"The third way to deal with them is to pass on the risk. Any exhibitor who has a hanging sign agrees to indemnify and hold harmless the show, and all other exhibitors, from any loss that the hanging sign should cause. You can back up this indemnification by insisting that the exhibitor purchase separate insurance to cover any damage caused by the hanging sign.

"And finally, you may decide to purchase your own insurance to cover your organization from any damage caused by hanging signs."

Exhibitor liability
Another way to manage risk is to make sure your exhibitors have their own liability insurance. Exhibitor contracts usually specify that they present you with a certificate of insurance before the show opens. This requirement isn't always enforced, however. It should be.

"Show managers make a big mistake by not making sure that various exhibitors come in with adequate insurance coverage and are not just relying on show management's insurance to do the job," says TEAM Exposition's Carleton Rogers. "As it gets closer to show date and things get more hectic, this tends to get shoved aside. If nothing happens, that's fine, but if something does, you're on the ropes."

An alternative is to buy additional liability coverage under your policy for all exhibitors and add the cost to the booth fee. This ensures that everyone is covered, and makes it easier for you to manage this important protection.

"Hold Harmless" II
Now that you've made sure you've done everything possible to manage your risk and liability, we come to the other side of the coin -- the "hold harmless" agreements you may be asked to sign on behalf of your organization. These are generally tucked away in contracts from hotels and convention centers.

"Some convention centers have contracts that would indicate that during the period of time that you are using the hall for your function, you are legally responsible for anything that occurs in that facility," says Brenda Ewing, Vice-President of Smith, Sternau Organization in Washington, D.C. "Exposition managers need to read the contract and be sure they understand what they are being held responsible for."

"We get calls on these hold harmless clauses every day," says Patricia Conley, Property Casualty Account Executive for Albert H. Wohlers & Co. in Park Ridge, Illinois. "They can open you up to a real can of worms.

"We advise people to negotiate these clauses with hotels and convention centers at the beginning. The closer you get to the event, the harder it is to negotiate, because they can say, 'If you don't sign, you're out.'" Conley continues.

It also helps if you are a large show. The more muscle you have in terms of the space you rent or the number of attendees, the more leverage you have in negotiating contracts.

Even if you are a smaller show, you should still have an attorney or insurance broker check over all contracts and negotiate those parts which are unacceptable.

These blanket "hold harmless" clauses from facilities are a growing trend, according to Huntington Block. "We thought we'd stopped it for a while, but every time you sit on your hands, it grows. In my judgment, it's important not to sign contracts which ask you to assume more liability than you'd intended, because every time you hold somebody harmless you are, in effect, assuming their liability."

Block credits the National Association of Exposition Managers with developing a model indemnification clause that can be used as a substitute for language in the facility lease contracts. Remember, however, that any changes must be initialed by all parties, and the language you are taking out must be crossed through and initialed as well. This is not a do-it-yourself project. You'll need an attorney to review the modified contract before you sign it.

Attorney John Foster has seen these negotiations from both sides. Before becoming an attorney specializing in association and exposition management, he was a director of sales for large hotel chains. "Hotels put these clauses in there, but they are just the rules of the game of negotiation. It's up to the exposition manager to say, 'OK, if you're going to ask me to indemnify you, then you are going to have to indemnify me as well.' What you don't want to do," he adds, "is have one party or the other shift all the liability."

That's why it's important to become skilled at the game of liability insurance "keep-away."


Sidebar: Cancellation insurance: rip-off or safety net?

Here's a cautionary tale for modern times. Last fall, an experienced show manager, Dave Yost, CEM, finalized the early details for the National Association of College Stores' April 1990 convention in San Jose, California.

Those details included buying cancellation insurance. "I always buy earthquake insurance when we go to California," he says. "We want to be covered, because if our show is cancelled we're bound to lose a couple of million dollars."

A few weeks later, the 7.1 quake hit the San Francisco Bay Area.

The good news is that Yost had the foresight to complete the insurance forms well in advance of his show -- and in advance of the earthquake.

The bad news is that his accounting department -- which was supposed to cut a check to cover the application and send it to the insurance company -- sat on the request without informing him. He now has no earthquake coverage and no company is currently offering such protection -- even at a higher premium.

Judgment call
Accountants aside, whether or not to get cancellation insurance is a judgement call. "You have to look at all the ingredients," says Carleton Rogers, President of TEALS Expositions in Elgin, Illinois. "We use it for our Home and Garden Show in Chicago because it's normally held in February when anything can happen weatherwise. "

Even if your show is in Miami or Palm Springs in January, cancellation insurance may be worthwhile if the bulk of your attendees are flying in from Chicago or other northern cities.

The solvency of the sponsoring group is also a factor. If something happened to your show, would it wipe out the organization or could the loss be absorbed without insurance?

One exposition manager gives another reason for this type of coverage: "No one will remember the cost of the premiums after the show is a success, but they'll never forget it if you didn't get cancellation insurance and for some reason the show doesn't go on. Act of God or not, you'll take a lot of the blame for the loss."

Another show professional disagrees: "If something happens and you can't use the convention center you've booked, the insurance companies insist you take the show to another facility -- sometimes, even another town. Otherwise, they won't pay your claim for losses."

Factors to consider
Once you've decided to invest in this type of coverage, shop around. A lot depends on the company that underwrites the insurance. Some offer insurance only for a complete loss, others cover partial losses as well. "Show managers read 'cancellation insurance' on the policy and think it pays only if the show is cancelled," save Kathleen Troutman, Account Executive for Albert H. Wohlers & Co. in Park Ridge, Illinois. "They need to read the policy. For example, ours also covers reduced attendance."

Partial coverage means if half your attendees don't show up because of an airline strike or inclement weather, you are covered for the extent of your loss. "The main purpose of the policy," says Troutman, is to protect the show's gross revenue."

Buying insurance
Get an early start. Once you've shopped around and decided on a broker, send in your application as soon as possible. Not only because of disasters such as earthquakes or hurricanes, but because you save money. Premium rates differ, depending upon the lead time before your show. The base rate is usually 90 days out or longer. Late charges are included for applications received only 60 days before the event, and these late charges are doubled 30 days out.

Another reason for early cancellation coverage is so you can take into account the policy's inclusions and exclusions while planning your show. For example, if an airline is in financial trouble, cancellation policies usually exclude that particular carrier. You can then look for another official show airline. On the other hand, if you have a contract with a hotel which includes a hefty cancellation fee for unused room blocks, you may want to include this protection in your insurance policy.

Collecting on claims
Good documentation is the key to collecting on any claims against your policy. "Proof of loss" is what the insurance companies ask for: "Contrary to public opinion," says Troutman, "insurance companies are not hard to get along with.

"You've got to keep good records. Make sure the adjuster is given enough back up so when he recommends payment, he has proof of your loss. This proof can be as simple as a record of the telephone calls and letters you receive from attendees explaining why they didn't attend."

In the case of a public show, the claims adjuster will review attendance figures for the past years, note if the show was consistently pulling higher attendance, and work with you to determine a calculation of your loss.

If a natural disaster damages the facility, such as Hurricane Hugo did in St. Croix, you have the option of postponing the event, changing the location or cancelling. "The insurance company will try to help you find another location, because they would much rather have the show -- even if it costs a lot to move you -- rather than not have a show at all," explains Huntington Block, President of Huntington T. Block Insurance in Washington, D.C. The option, however, says Block, is the insured's. In the case of the St. Croix event, the show manager decided to cancel the event and received reimbursement from the underwriter.

If you want to be sure of your options, consider some possible scenarios, spell them out to your broker, and see if the policy covers such situations. If you don't want to move a show to another facility, will the company pay your claim for cancellation? If you want to do everything possible to produce the show, will the policy pay for the additional telephone, mail and printing expenses? The time to find the answers to these questions is before you buy the insurance -- not after something happens.

In considering cancellation insurance, you need to balance the cost against the risk. "It's a gamble. If you don't think there will be a problem, why buy the insurance?" says Atlanta attorney John Foster. "But if something happens, it makes you a believer fast."


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