Certificates of Insurance Explained: Additional Insured, Primary and Noncontributory, Waiver of Subrogation, and What to Do When the Contract Asks for Wording Your Policy Doesn't Have
By Joe Hensler, Principal Broker · Published
A general contractor, a landlord, a city, or a customer sends over an insurance exhibit and asks for a certificate. The exhibit wants you named as additional insured on a primary and noncontributory basis, with a waiver of subrogation, thirty days' notice of cancellation, and a per-project aggregate. Your agent sends a one-page ACORD form back and everyone moves on. Most of the time nothing goes wrong. When something does go wrong, the first thing the other side's lawyer reads is the top of that form, which says, in capital letters, that the certificate confers no rights and does not alter the policy. Every one of the things the contract asked for lives somewhere else: on the policy, as an endorsement, or nowhere at all.
This article explains what a certificate is and is not under California law, what each of the standard requests actually means, which endorsement delivers it, where the common failures happen, and what to do when your policy does not carry the wording a contract demands. Form numbers are the Insurance Services Office (ISO) standard forms, because that is what the requests are written against; carriers use their own forms too, and the differences matter, so we say where.
What a certificate of insurance is, in the certificate's own words
The standard certificate of liability insurance is ACORD 25. Its current edition, published in December 2025 as ACORD 25 (2025/12), opens with the same three sentences the form has carried for years: the certificate "is issued as a matter of information only and confers no rights upon the certificate holder"; it "does not affirmatively or negatively amend, extend or alter the coverage afforded by the policies below"; and it "does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder" (ACORD 25 (2025/12), as filed with the New York Department of Financial Services). A boxed paragraph marked IMPORTANT adds that if the holder is an additional insured "the policy(ies) must have additional insured provisions or be endorsed," that a waiver of subrogation "may require an endorsement," and that "a statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s)."
California law says the same thing in statute. Insurance Code section 384 requires any certificate "provided as evidence of insurance in lieu of an actual copy of the insurance policy" to state that it "is not an insurance policy and does not amend, extend or alter the coverage afforded by the policies listed herein," and that the insurance is subject to all the terms, exclusions and conditions of the policies regardless of any contract the certificate was issued for (Ins. Code § 384). That is the whole statute: a disclosure rule, with no penalty section and nothing about who may issue certificates, notice, or additional insureds. California has not adopted the model certificate law that many other states passed after 2012; section 384 is its only certificate statute. The courts have been consistent with the form. In Empire Fire & Marine Insurance Co. v. Bell (1997), the Court of Appeal said it in two sentences, citing section 384: "A certificate of insurance is merely evidence that a policy has been issued. It is not a contract between the insurer and the certificate holder" (55 Cal.App.4th 1410; the insurer still lost that appeal, on a notice duty that a county ordinance had written into the policy itself, not the certificate).
So a certificate does exactly one job: it reports, as of the day it is issued, that policies exist with the limits and dates shown. The protections a contract asks for are policy terms, and the rest of this article is about those terms.
One new wrinkle on the 2025 form is worth knowing if you receive certificates. ACORD 25 (2025/12) adds a sentence that the limits shown "are inclusive of amounts requested by the certificate holder and may not reflect policy limit amounts in excess of those requested." ACORD describes the change as clarifying existing practice and the wording as permissive, and the agents' associations have recommended that agencies keep showing the limits that are actually on the policy declarations (Big "I", July 7, 2026). Our certificates show the policy's actual limits. If a certificate you receive shows exactly the limits your contract required, that may be all the insured carries, or it may be what the issuer chose to show; the policy declarations settle it.
Certificate holder versus additional insured
A certificate holder is the party the certificate is addressed to. Holding a certificate gives you a piece of paper. An additional insured is "a person or organization not automatically included as an insured under an insurance policy who is included or added as an insured under the policy at the request of the named insured" (IRMI). Additional insured status gives you a right to defense and indemnity under someone else's policy, within the limits the endorsement sets. The difference is the whole point of the request, and it is why the IMPORTANT box exists.
On the standard commercial general liability policy, additional insured status comes from a family of ISO endorsements, and the request has to be matched to the right one:
| Request in the contract | ISO endorsement that delivers it | What it does, and the limit people miss |
|---|---|---|
| Additional insured for work in progress | CG 20 10 (owners, lessees or contractors, scheduled person or organization) | Covers the scheduled party for injury or damage caused in whole or in part by the named insured's acts or omissions during ongoing operations at the scheduled location. Stops when the work is complete. |
| Additional insured for completed operations | CG 20 37 (owners, lessees or contractors, completed operations) | Covers the scheduled party for injury or damage within the products-completed operations hazard, which is where most serious construction claims arrive, often years later. A CG 20 10 alone leaves this out. |
| "Blanket" or "automatic" additional insured when required by written contract | CG 20 33 (the party you contracted with) or CG 20 38 (also upstream parties the contract requires), both ongoing operations; CG 20 39 and CG 20 40 are the completed-operations versions introduced effective December 1, 2019 | Status exists only when a written contract requires it, and under CG 20 33 and CG 20 39 only for the party in direct contract with the named insured. An owner two tiers up needs the CG 20 38 or CG 20 40 form or a scheduled endorsement. |
| Additional insured for a landlord | CG 20 11 (managers or lessors of premises) | Covers the landlord for liability arising out of the leased premises; excludes the landlord's own structural alterations, new construction and demolition, and occurrences after the tenancy ends. |
| Additional insured, general purpose (a license agreement, a vendor, a sponsor) | CG 20 26 (designated person or organization) | Ongoing operations or premises only; no completed operations. Some public agencies call it the catch-all and then ask for CG 20 37 on top for construction. |
The endorsements have narrowed over time, and the history explains why a modern certificate request names two forms where an older one named one. The 1985 additional insured endorsement covered liability arising out of the named insured's "work"; the 1993 revision limited it to "ongoing operations"; ISO introduced CG 20 37 in 2001 to restore completed operations as a separate purchase; and the 2004 revision replaced "arising out of" with "caused, in whole or in part, by" the named insured's acts or omissions (Bell, IRMI, August 1, 2013). California case law shows what the old wording did: in Pardee Construction Co. v. Insurance Co. of the West (2000), the Court of Appeal held that endorsements covering liability arising out of the subcontractor's "work" reached the subcontractor's completed operations because the insurers had not expressly limited them, and noted the insurers could have used the 1993 "ongoing operations" language instead (77 Cal.App.4th 1340). Today's forms are drafted to close that door, which is why a contract that wants completed operations coverage has to say so and the policy has to carry CG 20 37 or an automatic completed-operations form.
Two later revisions matter for anyone reading a certificate in 2026. ISO's April 2013 endorsements added three limits: the additional insured's coverage applies only "to the extent permitted by law," it "will not be broader than that which you are required by the contract or agreement to provide," and the limits available are the lesser of what the contract requires and what the policy carries (Bell, IRMI, August 1, 2013). A contract that asks for $1,000,000 from a subcontractor carrying $2,000,000 gets $1,000,000 as additional insured under those forms. The December 2019 editions restated the limits language: the cap is now the lesser of the contract amount and what is "available under the applicable limits of insurance," and the endorsement "shall not increase the applicable limits of insurance" (Boggs, IIABA Virtual University, updated December 20, 2019; SDV Law, The 2019 ISO Forms).
A last caution on the table above: those are ISO forms. Many carriers use their own additional insured wording, and as one long-time commentator on certificates put it in March 2026, there are "hundreds of non-ISO AI endorsements," some of which cover only vicarious liability without using the term, and some of which provide only excess coverage (Wilson, Insurance Journal, March 23, 2026). When a certificate's description box says "additional insured per attached endorsement," read the attached endorsement.
Primary and noncontributory
"Primary and noncontributory" asks that the named insured's policy pay first and not look to the additional insured's own insurance for a share. ISO's endorsement for it is CG 20 01, and its text has two conditions that contracts routinely fail to satisfy. The coverage is primary to and will not seek contribution from the additional insured's other insurance "provided that: (1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured" (CG 20 01 04 13). If the contract does not say primary and noncontributory in writing, the endorsement does nothing, however the certificate reads. And if the party asking is not a named insured on a policy of its own, the first condition is not met either.
Practitioners disagree about whether CG 20 01 is strictly necessary. One view holds that additional insured status plus the ordinary other-insurance clauses already make the named insured's policy primary, so the endorsement adds little (Boggs, IA Magazine). The other, which we follow for contract compliance, is that when a contract demands primary and noncontributory wording, the policy should carry CG 20 01 or carrier wording that says the same, because the contract will be read against the policy, not against a theory. What is not in dispute is the negative: a waiver of subrogation does not make coverage primary. ISO's waiver endorsement, CG 24 04, "does not result in 'primary and noncontributory' coverage for the additional insured" (Stanovich, IRMI, December 1, 2013). They are two requests and two endorsements.
Waiver of subrogation, on each policy
A waiver of subrogation stops the named insured's insurer, after it pays a loss, from pursuing the other party to recover what it paid. The request usually appears once in the contract and has to be satisfied on each policy separately, because each policy has its own waiver form.
On the general liability policy, ISO's CG 24 04 waives the insurer's right of recovery against the scheduled person or organization for payments made because of injury or damage arising out of the named insured's operations or work for that party. The December 2019 edition added an automatic companion, CG 24 53, that applies the waiver wherever a written contract requires it, and conditioned the waiver on the insured having waived its own rights before the loss (SDV Law, The 2019 ISO Forms). Note the words the policy does not use: the CGL condition the endorsement modifies is titled "Transfer Of Rights Of Recovery Against Others To Us," and "subrogation" appears nowhere in the coverage form; the certificate's "SUBR WVD" column is shorthand for that condition.
On the workers' compensation policy, California uses its own form, WC 04 03 06, "Waiver of Our Right to Recover From Others Endorsement, California." Its operative sentences are short: the insurer has "the right to recover our payments from anyone liable for an injury covered by this policy," and "we will not enforce our right against the person or organization named in the Schedule," but only "to the extent that you perform work under a written contract that requires you to obtain this agreement from us." The schedule can name a single party or, in the blanket version carriers commonly write, "any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us." The form also requires the employer to keep payroll records that segregate the wages paid on the scheduled work, because the endorsement is priced as a percentage of the workers' compensation premium on that payroll (one carrier's public sample shows 2 percent; the rate is the insurer's) (WC 04 03 06, reproduced in a public agency's sample packet). Some certificate packets show the national form number WC 00 03 13 instead; which number appears depends on the carrier's filing, and either way the waiver has to be on the policy to exist.
On the commercial auto policy, the standard requests are a waiver of subrogation (ISO CA 04 44) and, where the contract asks for additional insured status on auto, the designated insured endorsement CA 20 48, which names the party "but only to the extent that person or organization qualifies as an 'insured' under the Who Is An Insured Provision" of the auto form (CA 20 48 02 99). The business auto policy already treats anyone liable for the insured's driving as an insured; the endorsement exists so the certificate can show the name.
Notice of cancellation: the request the certificate cannot grant
Before 2009, the ACORD 25 cancellation box said the insurer "will endeavor to mail" a set number of days' notice to the certificate holder, "but failure to do so shall impose no obligation or liability of any kind upon the insurer, its agents or representatives." The 2009 revision removed the undertaking entirely (IIABA, Certificates: Cancellation). Since then the box has read: "Should any of the above described policies be cancelled before the expiration date thereof, notice will be delivered in accordance with the policy provisions" (ACORD 25, cancellation box). The policy provisions run to the first named insured. ACORD's own guidance says a typical liability policy "obliges an insurer to notify only the first named insured" of cancellation unless the policy is endorsed (ACORD, Certificates FAQ).
The consequence is simple and widely misunderstood: a certificate holder, and even an additional insured, has no right to notice of cancellation unless the policy carries a notice-to-others endorsement in the holder's favor. None of the ISO additional insured endorsements provides notice; the only ISO cancellation-notice endorsements the agents' association identifies are Texas-specific forms, so the endorsement, where a carrier will give one, is usually the carrier's own (IIABA, same page). When a contract says "thirty days' notice of cancellation to the holder," the honest answers are: the carrier will issue a notice endorsement (ask); the carrier will not, and the holder accepts the certificate's "in accordance with the policy provisions" language (most do); or the holder insists and the account has to move to a carrier that will. What an agent cannot do is promise notice on the certificate. The form forbids it, and the agents' association advises agencies not to take on a notice duty that is not theirs (IA Magazine, February 27, 2026).
Per-project aggregate
A general liability policy's general aggregate is the most it pays in a policy year for all occurrences combined. A contract that asks for the aggregate to apply "per project" or "per location" is asking for ISO CG 25 03 (designated construction projects) or CG 25 04 (designated locations). CG 25 03 makes "the general aggregate limit apply separately to each designated construction project" (IRMI); CG 25 04 does the same by scheduled location. Two limits do not change: the each-occurrence limit stays what it is, and the endorsement "does not affect the policy's other limits, including the products-completed operations aggregate limit." On the ACORD 25, the "GEN'L AGGREGATE LIMIT APPLIES PER: POLICY / PROJECT / LOC" checkboxes report whether such an endorsement is on the policy. The tick is the report; the endorsement is the coverage.
Why the endorsements say "to the extent permitted by law"
Contract insurance requirements do not exist in a vacuum. California's Civil Code limits how far a construction contract can shift one party's own negligence onto another, and since January 1, 2013 that limit has reached a general contractor's active negligence on commercial jobs. For commercial construction, section 2782.05 makes void any provision in a construction contract that purports to insure or indemnify a general contractor, construction manager or other subcontractor "to the extent the claims arise out of, pertain to, or relate to the active negligence or willful misconduct" of those parties, their design defects, or claims outside the subcontractor's scope of work; the section cannot be waived by contract (Civ. Code § 2782.05). Section 2782 does the same for public-agency contracts and private-owner contracts entered into on or after January 1, 2013 as to the agency's or owner's active negligence, and for residential construction contracts since 2009 as to the negligence of the builder or general contractor (Civ. Code § 2782). Design professionals have their own rule in section 2782.8.
What the statutes do not do is forbid the additional insured request itself. Section 2782.05 says in terms that it does not apply to "a provision in a construction contract that requires the promisor to purchase or maintain insurance covering the acts or omissions of the promisor, including additional insurance endorsements covering the acts or omissions of the promisor during ongoing and completed operations." A general contractor can require its subcontractor to add it as an additional insured for the subcontractor's own acts, ongoing and completed. What it cannot do, in California, is use that insurance to cover its own active negligence. ISO's 2013 "to the extent permitted by law" clause is the form-drafting response to statutes of this kind in several states, California among them, as IRMI's commentary on the 2013 revisions describes; the 2004 "caused, in whole or in part, by your acts or omissions" wording had already tied the additional insured's coverage to the named insured's own conduct (Bell, IRMI, August 1, 2013). None of this is advice about any particular contract; the contract, the policy and the statutes govern, and a dispute over a specific claim is a lawyer's work. The point for a business handing over a certificate is that the wording on the endorsement is tracking the law, not an agent's caution.
Where certificates go wrong
The failures repeat, and almost all of them trace to the gap between the form and the policy.
| What the request said | What has to be true on the policy | The common failure |
|---|---|---|
| Additional insured | A scheduled or automatic AI endorsement is attached, with the schedule actually completed | A certificate ticks "ADDL INSD" and no endorsement was ever issued. The IMPORTANT box says the statement confers no rights, and the courts agree. |
| Additional insured including completed operations | CG 20 37, or CG 20 39 / CG 20 40, or carrier equivalent | Ongoing-operations-only status; the claim arrives after the job is finished and there is no coverage for the additional insured. |
| Blanket additional insured | A written contract requiring AI status, signed by the right parties, and producible | No written contract, or a contract with a different entity. A general contractor in a 2023 California federal case was held not to be an additional insured under a blanket endorsement when it could not put the written subcontract into evidence (Voyager Indemnity v. Zalman N., Inc., C.D. Cal. April 7, 2023). |
| Primary and noncontributory | CG 20 01 or carrier wording, plus a contract that says so in writing | The phrase appears on the certificate and nowhere else. |
| Waiver of subrogation | CG 24 04 or CG 24 53 on the GL; WC 04 03 06 on the workers' comp; CA 04 44 on the auto | The waiver is on one policy and the contract wanted all three. |
| Thirty days' notice to the holder | A notice-to-others endorsement from the carrier | The certificate's cancellation box is read as a promise. It is not one. |
| Aggregate per project | CG 25 03 or CG 25 04 | The "PROJECT" box is ticked by habit on a policy that has no such endorsement. |
The scale of the problem is not small. In an audit of artisan contractors' certificates reported in an IRMI commentary, the author found that roughly nine in ten materially misrepresented the coverage actually in place, and the same article notes that the CG 20 10 and CG 20 37 schedules must be completed by the underwriter or the endorsements "do not function at all" (Dybdahl, IRMI, July 17, 2015). An errors-and-omissions carrier's loss-control guidance for agents states the rule plainly: "Do not issue a certificate of insurance unless there is an in-force policy in effect," and do not list an additional insured who has not been endorsed to the policy (Utica National). Those are agent-side rules. On the receiving side, the equivalent rule is: ask for the endorsement pages, not just the certificate, and read them.
What California public agencies actually require
If you want to see a complete, well-drafted insurance requirement, read a public one. Three examples, each linked:
- Caltrans (Division of Construction, Insurance Requirements, revised August 2025). General liability limits scale with the bid: for a contract of $1,000,000 or less, $1,000,000 per occurrence, $2,000,000 products/completed operations aggregate, $2,000,000 general aggregate, and a $5,000,000 umbrella; above $25,000,000, $2,000,000 per occurrence, $4,000,000 general aggregate, and a $25,000,000 umbrella. The general aggregate "must apply separately to your work under this Contract"; the additional insured endorsement is to specify the State of California, Department of Transportation; evidence may not be cancelable without ten days' prior written notice to the Department (Caltrans).
- City of Sacramento (standard agreement insurance exhibit). General liability and auto at not less than $1,000,000 per occurrence; workers' compensation at statutory limits with $1,000,000 employer's liability; the City covered as additional insured "by policy terms or endorsement"; coverage "primary and non-contributory insurance as respects the City"; a waiver of subrogation on the liability and workers' compensation policies; thirty days' notice of cancellation or material change; ISO CG 25 03 or CG 25 04 if an aggregate applies (City of Sacramento).
- California Department of General Services (Contract Insurance Requirements). General liability at not less than $1,000,000 per occurrence and $2,000,000 aggregate; auto at $1,000,000 combined single limit; statutory workers' compensation with $1,000,000 employer's liability; the State as additional insured "but only with respect to work performed under the contract"; and a waiver of subrogation endorsement that "must be attached to the certificate," a statement on the certificate not being acceptable in its place (DGS).
Private requirements copy these. A general contractor's subcontract exhibit, a property manager's vendor packet, and a commercial lease's insurance clause will ask for the same five things in the same order: limits, additional insured (ongoing and completed), primary and noncontributory, waiver of subrogation, notice. Our Lessor's Risk Only page covers the landlord side of the same exchange, including what a lease should require from a tenant and the limits of the managers-or-lessors endorsement.
When your policy does not have the wording
Three situations come up, in roughly this order of frequency.
The endorsement exists and just has to be added. Many carriers that write contractors and small commercial accounts offer blanket additional insured status for ongoing operations as part of the program, and offer completed operations, primary and noncontributory, and waiver endorsements on request. Some carry a charge: for CG 20 01, whether an additional premium applies and how much is up to the carrier, and for the automatic other-parties form CG 20 38 an additional premium applies and varies by company (Boggs, Claims Journal, April 9, 2013). The agency requests the endorsement from the carrier; the carrier issues it; the certificate reports it. The order matters, and it is the reason a certificate with a non-standard request takes longer than a routine one.
The carrier will not offer it. The usual cases are completed-operations additional insured status on certain trades, notice-to-others endorsements, and primary and noncontributory wording on some package policies. The first move is to go back to the party asking: public agencies and large general contractors often have a list of acceptable equivalents, and a certificate holder that understands the cancellation box will usually accept it. The second move, at renewal or sooner if the contract is large enough, is to place the account with a carrier whose program includes the wording. That search starts with admitted carriers, as every placement does; a market that offers broader endorsements is a reason to move an account, not a reason to skip the admitted market and go to surplus lines, which California law reserves for risks that admitted insurers actually writing the class have declined.
The request asks for something no policy gives. "Additional insured on the workers' compensation policy" is the classic: workers' compensation has no additional insured concept, and the right answer is a waiver of subrogation and an employer's liability limit. "Primary and noncontributory on the auto" is often satisfied by the designated insured endorsement plus the policy's own other-insurance terms. "Per-project aggregate on the umbrella" is a conversation with the umbrella carrier, not a checkbox. The agency's job here is to translate the request into what the policies can do and to tell the holder plainly where the gap is, so that the contract is signed with eyes open rather than papered over with a certificate that promises what the policy does not contain.
What we need to issue a certificate
The insurance exhibit or lease clause, in full, not a summary. The exact legal name and address of the holder and of every party to be named as additional insured, because an endorsement in the wrong entity's name is worth nothing. The project or premises, so a scheduled endorsement can be completed and so the right automatic form applies. The date the work or the lease starts, since blanket endorsements require the written contract to exist and most carriers require it before the loss. And the contract itself when the request is unusual, because the contract's wording decides whether primary and noncontributory and blanket status operate at all.
Certificates are issued from our office on the carrier's behalf, with the policy's actual limits shown and nothing in the description box that the policy does not support. Endorsements are issued by the carrier, and we send the endorsement pages with the certificate when a holder asks, as most should. We review the requirement before quoting new coverage, so the endorsements the contract needs are on the policy from the start rather than discovered at the first certificate request. Our General Liability and BOP and Contractors pages describe the coverage behind the certificates; to start, request a quote and attach the insurance requirement you have been asked to meet.
Sources and verification
Form text and statutes above were read on October 30, 2026: ACORD 25 in its 2025/12 edition (New York Department of Financial Services filing copy) and 2016/03 edition, ACORD's Certificates FAQ, Insurance Code section 384, Civil Code sections 2782, 2782.05 and 2782.8, ISO CG 20 01 04 13 and CA 20 48 02 99 form text, WC 04 03 06 as reproduced in a public agency's sample packet, the IRMI glossary and expert commentaries cited inline (Bell 2013, Stanovich 2013, Dybdahl 2015), the IIABA Virtual University pages on certificate cancellation and the 2019 ISO endorsements, the SDV Law summary of the 2019 forms, the Caltrans, City of Sacramento and Department of General Services requirement documents, and the Empire Fire v. Bell, Pardee Construction and Voyager v. Zalman decisions. Form edition numbers are stated where the edition was read; carriers file their own editions and their own non-ISO wording, which control over anything here. This article describes the forms and the law in general terms and makes no promise that any certificate will be accepted or any endorsement will respond to a particular claim; the contract and the policy govern.