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HomeMy WebLinkAboutVal-Matic Valve and Manufacturing Corporation; 2021-06-22; PWL21-1509UTILPWL21-1509UTIL Three Way Valve Reconfigurement Cont. No. 3840-20 - 1 - City Attorney Approved 2/29/2016 CITY OF CARLSBAD PUBLIC WORKS LETTER OF AGREEMENT Three-Way Valve Reconfigurement at Foxes Landing Lift Station: CONTRACT 3840-20 This letter will serve as an agreement between Val-Matic Valve and Manufacturing Corporation, an Illinois corporation and the City of Carlsbad (City). The Contractor will provide all equipment, material and labor necessary to reconfigure two (2) three-way valves at Fox’s Landing Lift Station, per Exhibit A and City specifications, for a sum not to exceed four thousand dollars ($4,000). This work is to be completed within one hundred eighty (180) working days after issuance of a Purchase Order. ADDITIONAL REQUIREMENTS 1. City of Carlsbad Business License. 2. The Contractor shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless the City, and its agents, officers, officials, employees, and volunteers from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from or in connection with the performance of this Contract or work; or from any failure or alleged failure of the contractor to comply with any applicable law, rules or regulations including those relating to safety and health; except for loss or damage which was caused solely by the active negligence of the City; and from any and all claims, loss, damage, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by this Contract, unless the loss or damage was caused solely by the active negligence of the City. The expenses of defense include all costs and expenses, including attorney’s fees for litigation, arbitration, or other dispute resolution method. 3. Contractor shall furnish policies of general liability insurance, automobile liability insurance and a combined policy of workers compensation and Employers’ Liability in an insurable amount of not less than one million dollars ($1,000,000) each, unless a lower amount is approved by the Risk Manager or the City Manager. Said policies shall name the City of Carlsbad as an additional insured. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. Insurance is to be placed with California admitted insurers that have a current Best’s Key Rating of not less than “A-:VII”,; OR with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. Proof of all such insurance shall be given by filing certificates of insurance with contracting department prior to the signing of the contract by the City. 4. The Contractor shall be aware of and comply with all Federal, State, County and City Statues, Ordinances and Regulations, including Workers Compensation laws (Division 4 California Labor Code) and the “Immigration Reform and Control Act of 1986” (8USC, Sections 1101 through 1525), to include but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants that are included in this Contract. 5. The Contractor may be subject to civil penalties for the filing of false claims as set forth in the California False Claims Act, Government Code sections 12650, et seq., and Carlsbad Municipal Code Sections 3.32.025, et seq. __________ init __________ init 6. The Contractor hereby acknowledges that debarment by another jurisdiction is grounds for the City of Carlsbad to disqualify the Contractor from participating in contract bidding. _______ init _______ init 7. The Contractor agrees and hereby stipulates that the proper venue and jurisdiction for resolution of any disputes between the parties arising out of this agreement is San Diego County, California. DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 PWL21-1509UTIL Three Way Valve Reconfigurement Cont. No. 3840-20 - 2 - City Attorney Approved 2/29/2016 8. The general prevailing rate of wages, for each craft or type of worker needed to execute the contract, shall be those as determined by the Director of Industrial Relations pursuant to the Section 1770, 1773 and 1773.1 of the California Labor Code. Pursuant to Section 1773.2 of the California Labor code, a current copy of applicable wage rates is on file in the office of the City Engineer. Contractor shall not pay less than the said specified prevailing rates of wages to all workers employed by him or her in the execution of the work covered by this Letter of Agreement. Contractor and any subcontractors shall comply with Section 1776 of the California Labor Code, which generally requires keeping accurate payroll records, verifying and certifying payroll records, and making them available for inspection. Contractor shall require any subcontractors to comply with Section 1776. 9. City Contact: David Hull, 760-603-7322 Contractor Contact: Jason Maciejewski, 630-993-4003 CONTRACTOR Val-Matic Valve and Manufacturing Corporation, an Illinois corporation CITY OF CARLSBAD, a municipal corporation of the State of California 905 Riverside Drive Elmhurst, IL 60126 P: 630-993-4003 jam@valmatic.com By: By: (sign here) Stephen Dalton, President Vicki V. Quiram, Utilities Director, as authorized by the City Manager (print name/title) By: Dated: (sign here) Jim O’Neil, Executive Vice-President & CFO (print name/title) Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: Assistant City Attorney DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 June 22, 2021 PWL21-1509UTIL Three Way Valve Reconfigurement Cont. No. 3840-20 - 3 - City Attorney Approved 2/29/2016 EXHIBIT A Three Way Valve Reconfigurement at Foxes Landing Lift Station SCOPE OF WORK AND FEE 1. Contractor to reconfigure the actuator on two (2) 10-inch three-way plug valves (Part Number: 5510/7G24 equal or equivalent) at the Foxes Landing Lift Station. The reconfigurement will allow the plug to rotate 360 degrees, enabling the stop of flow in any direction. The valve is currently configured to only rotate 90 degrees and plug two of the three directions. 2. Labor to be billed at $125 per hour, estimated maximum effort is 16 hours, total labor not to exceed $2,000. 3. Expenses include airfare, hotel, car rental, meals, and travel related costs (estimated not to exceed $2,000). 4. Contractor to invoice the City of Carlsbad for actual expenses and labor incurred with supporting information and documentation when the work is complete. DESCRIPTION QTY. PRICE Labor - Reconfigure three-way valves for 360 degree rotation at the Foxes Landing Lift Station 16 hrs @ $125.00 $2,000 *Expenses – Mileage, hotel, rental car, airfare, meals and other travel related costs $2,000 TOTAL not-to-exceed* $4,000 *Includes taxes, fees, expenses and all other costs. *Travel related expenditures to be followed per City policy as outlined in Exhibit “B” DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 {City ofCarlsbad Policy No. Date Issued: Effective Date: Resolution No. Cancellation Date: 2 6/27/17 6/27/17 Exhibit B Supersedes No. 4 (dated 4/4/06) Council Policy Statement Category: Specific Subject: TRAVEL POLICY PURPOSE: To establish a policy to be followed by Council Members, other elected officials, commission/board members, volunteers, and all city employees when traveling on city business. This policy supersedes all other travel policies. BACKGROUND: It is periodically necessary for city personnel to attend meetings, travel outside the city to conduct city business, and attend conferences, seminars and training sessions. Costs can vary considerably as there are various modes of transportation, various options for lodging, and relative price fluctuations among different geographic regions. The City Council has adopted a policy to control the costs involved, to ensure the expenditures are in the best interest of the public and an appropriate use of taxpayer funds, and to compensate individuals for actual necessary expenses related to meetings and business travel. DEFINITIONS: City Business Travel shall be defined as travel which requires elected officials, members of a commission or board, volunteers, or city employees to conduct specific items of city business away from their normal place of business. City Employee means any person regularly employed by the city, excluding elected officials, members of commissions, committees, authorities or boards, and volunteers. Commissioner shall mean any person appointed by the city council to an established board, committee, authority or commission. Volunteer shall mean any person donating their time through the city's volunteer program in support of city business and as outlined in a volunteer position description. Out-of-State Travel includes all costs related to business travel outside the State of California. In-State Travel includes all costs related to business travel within the State of California. Miscellaneous Meals/Mileage includes all miscellaneous costs not directly attributable to conferences or training, such as travel to other city facilities. Page 1 of 4 DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 Policy No. 2 POLICY: 1.In all cases requests for travel shall be limited to situations from which the city will derive a benefit through the attendance of a representative. 2.For City Council Members, all travel involving more than five (5) days should be approved in advance by the City Council. Travel of five (5) days or less need not have prior approval if funds are available in the current budget. The Mayor is authorized to approve extended overnight travel for emergency cases. 3.Except for elected officials, commissioners and board members, and City Council appointed employees, the number of City Employees attending any single conference should be limited to those whose attendance will provide a benefit to the city. Any number of elected officials, commissioners, or City Council appointed employees may attend conferences provided that funds are available for such purposes. 4.Anticipated in-state and out-of-state travel should be approved in the operating budget. The City Manager, or his/her designee, may approve any unanticipated in-state travel or unanticipated out-of-state travel to destinations within the continental United States if a business need exists and funds are available. City Council approval is required for unanticipated travel to destinations outside the continental United States and/or when additional funds are required. 5.Each officer, employee, advisory commissioner, and board member of the city is expected to be as thrifty and prudent as possible when traveling at the city's expense. To ensure stewardship of taxpayer funds and that city officers, employees, commissioners and board members are able to travel when necessary to accomplish essential city business, travel funds must be expended in the most economical and efficient way possible. 6.In order to comply with Internal Revenue Service (IRS) and State regulations, receipts are required for all business travel expenses, including all meal and entertainment expenses, for City Council Members and Commissioners. Receipts are also required for all City Employee business travel expenses. In the event a meal or incidental receipt totaling thirty dollars ($30) or less is lost, a City Employee may certify the expense with the information below to receive reimbursement. This certification may occur no more than one time over a two day period, two times over a four day period, or three times over a five day period. For all business travel expenses (including meals and entertainment), the following information must appear on the expense report and/or the receipts submitted: a.The amount of the expenditure. b.The date and place of the expenditure. c.The business purpose of the expenditure. d.The business relationship to the person entertained, as well as the individuals' names. The IRS considers the reimbursements "wages" subject to payroll tax withholding if the expenditures are not substantiated with the aforementioned information. The use of a city Page 2 of 4 DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 Policy No. 2 credit card for payment of business meals and entertainment does not preclude the requirement to complete and submit an expense report with the appropriate support. 7.Travel advances to City Employees need to be substantiated or reimbursed as soon as possible upon completion of trip (normally within 30 days}. No further city funds will be advanced for travel until the employee files his/her outstanding expense report. 8.Administration and interpretation of this policy will be as directed from time to time by the City Manager or his/her designee. The policy should be reviewed every five years for effectiveness. TRANSPORTATION: 1.Use of air, train, private automobile, or other mode of public transportation shall be selected on the basis of the least total cost to the city after all expense items are tabulated, including travel time salary costs. 2.When the use of a private vehicle to destinations within 200 driving miles of the city limits is approved, mileage reimbursement shall be at the rate then currently prescribed by IRS regulations. Individuals with an auto allowance will not receive mileage reimbursements. However, use of city-owned vehicles is allowed for travel within 200 driving miles of the city limits. If use of a private vehicle to destinations beyond 200 driving miles is approved by the City Manager or his/her designee reimbursement shall not exceed the cost of a round trip coach or equivalent class air fare plus ground transportation between the airport and place of lodging. Exceptions, including use of a city-owned vehicle, are subject to approval by the City Manager or his/her designee (such as in cases where items required to be transported are not allowed on any other mode of public transportation}. Such reimbursement, if applicable, shall be computed based on the mileage from the normal work location to the final destination. For the purpose of determining personal vehicle mileage reimbursement, the designated normal work location for each City Council Member, Commissioner, City Employee or Volunteer is the place where that individual spends the largest portion of his/her regular workday or working time, or the place to which he/she returns upon completion of regular or special assignments. The cost of the daily commute to the office is the City Council Member's, Commissioner's, City Employee's or Volunteer's responsibility. 3.When the use of public air carrier is approved, the city shall pay the lowest available fare at the time the reservation is booked. Upgrades to a higher class of air service will be at the employee's expense. The City Manager, or his/her designee, may authorize exceptions when a higher fare results in a lower overall cost to the city such as a fare that includes cancelation insurance. Business related air carrier Wi-Fi charges will be reimbursed up to $10 per flight. 4.Authorized travel time shall be based on that required by the most appropriate and expedient mode of public transportation. The additional travel time from anything less than the most appropriate and expedient mode will not be considered city work hours. Page 3 of 4 DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 Policy No. 2 5.While traveling, City Council Members, Commissioners, and City Employees are encouraged to use public transportation whenever possible. For example, courtesy shuttle service, buses, taxis, or limousine service should be utilized between airports and meeting locations when such services are reasonably available. Rental vehicles should only be used when other transportation is unavailable, untimely, or a rental vehicle is the most economical mode of transportation. In no case shall valet services for parking be reimbursed. 6.Reimbursement for travel time will be made in accordance with Fair Labor Standards Act (FLSA) guidelines. LODGING: 1.Lodging shall be obtained at the most economical rate available for good quality lodging. When there is an officially designated conference hotel, the traveler is encouraged to take advantage of these accommodations. Lodging expenses for spouses are not reimbursable, and any additional expenses beyond those required for the business traveler must be paid by the elected official, Commissioner or City Employee. 2.Business related Wi-Fi charges which are added to the lodging bill will be reimbursed up to $10 per day. Reimbursement of Wi-Fi charges in excess of this limit may be authorized by the City Manager or his/her designee, under special circumstances. MEALS AND INCIDENTAL EXPENSES: 1.Notwithstanding other limits stated elsewhere, the City Council will be reimbursed the actual costs of meals, plus tips and incidental expenses that are substantiated with a physical receipt while on official city business. 2.Each Commissioner or City Employee authorized to travel may submit the actual cost of meals, tips and incidental expenses for reimbursement up to a limit of $70 per day. If it is anticipated that this limit will be exceeded, then prior approval by the City Manager or his/her designee is required. The City Manager or his/her designee may approve such additional expenditures, within the limits of his/her expenditure authority, as necessary. 3.The city will not reimburse the cost of alcoholic beverages. 4.Reasonable amounts for tipping will be reimbursed, however, reimbursement for tips will not be made in excess of 20%. Page 4 of 4 DocuSign Envelope ID: 5074D5CF-E197-443B-98A3-89555AF31F66 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 6/2/2021 Cottingham & Butler800 Main St.Dubuque IA 52001 563-587-5000 563-583-7339 Navigators Specialty Ins Co.36056 AYMCDON-01 Hartford Fire Insurance Company 19682Val-Matic Valve and Manufacturing Corporation905 South Riverside DriveElmhurst IL 60126 Travelers Excess and Surplus Lines Company 29696 354883951 A X 1,000,000 X 300,000 X 100,000 25,000 1,000,000 2,000,000 X X X CH21NP3Z07QVSIC 4/1/2021 4/1/2022 2,000,000 B 2,000,000 X X X 83UENOB8112 4/1/2021 4/1/2022 A X X 15,000,000CH21NP3Z07QVSIC4/1/2021 4/1/2022 15,000,000 C Excess Umbrella ZUP-81M18064-21-NF 4/1/2021 4/1/2022 Limit 10,000,000 The certificate holder is additional insured on the General Liability policy per written contract between the named insured and the certificate holder that requiressuch a status subject to the terms and conditions of the endorsement attached to the policy. City of Carlsbad/CMWDc/o EXIGIS Insurance Compliance ServicesP.O. Box 947Murrieta CA 92564 NAV NP3 + Cyber (07/16) 36 14. Reckless Disregard your reckless disregard for the security of personally identifying information or personally sensitiveinformation in your care, custody or control. SECTION II. WHO IS AN INSURED In addition to the named insured(s) listed in Item 1. of the Declarations, or any named insured(s) added to thispolicy by endorsement, where applicable and to the extent outlined herein, the following person(s), entity(ies), ororganization(s) are an insured under this policy: 1.If you are designated in the Declarations as: a.an individual, you and your spouse are insureds, but only with respect to the conduct of a business of which you are the sole owner.b.a partnership or joint venture, you are an insured. Your members, your partners, and their spouses arealso insureds, but only with respect to the conduct of your business.c.a limited liability company, you are an insured. Your members are also insureds, but only with respect to the conduct of your business. Your managers are insureds, but only with respect to their duties as your managers.d.an organization other than a partnership, joint venture or limited liability company, you are an insured. Your executive officers and directors are insureds, but only with respect to their duties as your officers or directors. Your stockholders are also insureds, but only with respect to their liability as stockholders; ore.a trust, you are an insured. Your trustees are also insureds, but only with respect to their duties as trustees. Any reference throughout this policy to a spouse(s) includes a person(s) who is/are a party to a civil union asdefined by any applicable state or federal law. 2.Each of the following is also an insured: a.Your volunteer workers but only while performing duties related to the conduct of your business, or your employees, other than either your executive officers (if you are an organization other than apartnership, joint venture or limited liability company) or your managers (if you are a limited liabilitycompany), but only for acts within the scope of their employment by you or while performing dutiesrelated to the conduct of your business. However, none of these employees or volunteer workers are insureds for: (1) bodily injury or personal and advertising injury: (a)to you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company);(b)for which there is any obligation to share damages with or repay someone else who must pay damages because of the injury described in paragraphs (1)(a) immediately above; or(c)arising out of the providing or failing to provide professional health care services, except with respect to any incidental health care services provided by a physician, dentist, nurse, emergencymedical technician or paramedic employed by you to provide such services, provided you are notengaged in the business of providing such services. (2) property damage or environmental damage to property: NAV NP3 + Cyber (07/16) 37 (a)owned, occupied or used by, or(b)rented to, in the care, custody or control of, or over which physical control is being exercised for any purpose by, you, any of your employees,volunteer workers, any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b.any person (other than your employee or volunteer worker), or any organization while acting as your realestate manager. c.any person or organization having proper temporary custody of your property if you die, but only with respect to liability arising out of the maintenance or use of that property and only until your legal representative has been appointed.d.your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this policy.e.any subsidiary, associated, affiliated or allied company or corporation, including subsidiaries thereof, of which you have at least 50% ownership interest as of the inception date. 3.Any person or organization, other than a third party carrier, with whom you agreed in a written contract, written agreement or a permit to include as an insured, but only with respect to bodily injury,property damage, environmental damage, or emergency cleanup costs caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf, arising out of your operations,your work, equipment or premises leased, rented or owned by you, or your products which are distributed or sold in the regular course of a vendor’s business, however: a.A vendor is not an insured with respect to bodily injury,property damage,environmental damage, emergency cleanup costs, or other injury or damage arising out of: (1)the assumption of liability by the vendor in a contract or agreement except for any such damages thatthe vendor would have in the absence of the contract or agreement; (2)any express warranty unauthorized by you;(3)any physical or chemical change in the product made intentionally by the vendor;(4)repackaging, except when unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container;(5)any failure to make inspections, adjustments, tests or servicing as the vendor has agreed to make ornormally undertakes to make in the usual course of business, in connection with the distribution orsale of the products;(6)any demonstration, installation, servicing or repair operations, except such operations performed at the vendor’s premises in connection with the sale of the product;(7)products which, after distribution or sale by you, have been labeled or relabeled or used as acontainer, part or ingredient of any other thing or substance by or for the vendor; or(8)the sole negligence of the vendor for its own acts or omissions or those of its employees or anyone else acting on its behalf. However, this exclusion does not apply to: (a)the exceptions contained in sub-paragraphs (4) or (6) above; or (b)such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. b.A manager or lessor of premises, a lessor of leased equipment, or a mortgagee, assignee, or receiver is not an insured with respect to bodily injury,property damage,environmental damage,emergency cleanup costs, or any other injury or damage arising out of: NAV NP3 + Cyber (07/16) 38 (1)any occurrence which takes place after the equipment lease expires or you cease to be a tenant; (2)structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor of premises, or mortgagee, assignee, or receiver; or(3)the sole negligence of the manager or lessor of premises, lessor of leased equipment, or mortgagee, assignee, or receiver, for its own acts or omissions or those of its employees or anyone else acting on its behalf. 4.Solely with respect to Coverage Part 1.E. Employee Benefits Liability, paragraph 2. above is deleted in itsentirety and replaced by the following: a.Each of the following is also an insured: (1)each of your employees who is or was authorized to administer your employee benefit program. (2)any persons, organizations or employees having proper temporary authorization to administer youremployee benefit program if you die, but only until your legal representative is appointed. (3)your legal representative if you die, but only with respect to duties as such. That representative willhave all your rights and duties under this policy. 5.Any organization you newly acquire or form, other than a partnership, joint venture or limited liability company, and over which you maintain ownership or majority interest, will qualify as a Named Insured if there is no other similar insurance available to that organization. However: a.coverage under this provision is afforded only until the 180th day after you acquire or form theorganization or the end of the policy period, whichever is earlier;b.you are required to provide written notification to us within 180 days after the date of such acquisition or formation or before the end of the policy period, whichever is earlier;c.if, in our sole discretion, we determine additional premium is to be charged, such additional premium willbe determined by the rates utilized on the inception date of this policy and you are responsible to pay the additional premium when due;d.coverage under this policy does not apply to bodily injury,property damage,environmental damage,crisis management event or loss that occurred, or any pollution incident that commenced, before youacquired or formed the organization;e.Coverage Part 1.B. Personal and Advertising Injury does not apply to personal and advertising injury arising out of an offense committed before you acquired or formed the organization;f.Coverage Part 1.E. Employee Benefits Liability does not apply to any negligent act, error or omission of the insured that took place or was committed before you acquired or formed the organization; andg.Coverage Part 1.G. Product Recall Expense does not apply to product recall expense arising out of a product recall that occurred before you acquired or formed the organization. 6.Any person or organization that has at least a 50% controlling interest in you but only with respect to bodily injury,property damage,environmental damage, or personal and advertising injury arising solely out of their financial control of you. No person, organization or entity is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company unless a current or past partnership, joint venture or limited liability company qualifies as an insured in paragraphs 1. through 6. above. SECTION III. LIMITS OF LIABILITY 1.The Limits of Liability shown in the Declarations and the rules below fix the most we will pay regardless of thenumber of: