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19-101 DNV GL Energy Services USA, Inc., City Community-Wide and Municipal Operations GHG Emissions Inventory CITY OF PROFESSIONAL/CONSULTING SERVICES AGREEMENT CUPERTINO 1 PARTIES This Agreement is made and entered into as of April 1, 2019 ("Effective Date")by and between the City of Cupertino, a municipal corporation("City"),and DNV GL Energy Services USA, Inc. ("Contractor"), a Massachusetts corporation for City community-wide and municipal operations GHQ emissions inventory. 2 SERVICES Contractor agrees to provide the services and perform the tasks ("Services") set forth in detail in Scope of Services,attached here and incorporated as Exhibit A. 3 TIME OF PERFORMANCE 3.1 This Agreement begins on the Effective Date and ends on September 30, 2019 ("Contract Time"),unless terminated earlier as provided herein. Contractor's Services shall begin on April 1, 2019 and shall be completed by September 30, 2019. 3.2 Schedule of Performance. Contractor must deliver the Services l accordance with the Schedule of Performance, attached and incorporated here Exhibit B. 3.3 Time is of the essence for the performance of all the Services. Contractor must have sufficient time,resources, and qualified staff to deliver the Services on time. 4 COMPENSATION 4.1 Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $32,535 ("Contract Price"), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 4.2 Invoices and Payments. Monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty(30) days of completion of Services,Contractor must submit a requisition for final and complete payment of costs and pending claims for City approval. Failure to timely submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement. Project—2019 Community-wide and Municipal GHG Inventory Page 1 of 9 Professional/Consulting Contract-DNV GL Energy Services USA 5 INDEPENDENT CONTRACTOR 5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City. Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits,worker's compensation or other benefits from the City. 5.2 Contractor's Qualifications.Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professional manner and according to the highest standards and best practices in the industry. 53 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License. 54 Subcontractors. Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor. 55 Tools, Materials and Equipment. Contractor will supply all tools, materials and equipment required to perform the Services under this Agreement. 5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement. 6 PROPRIETARY/CONFIDENTIAL INFORMATION 6.1 In performing this Agreement, Contractor may have access to private or confidential information owned or controlled by the City,which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City. Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement. Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data. 6.2 The obligations above shall not apply to any information which: (i) is or becomes known to the Contractor from a third party without any confidentiality obligation to the City; (ii) is or becomes generally available in the public domain through no act or failure to act on the part of the Contractor; or(iii)is required to be disclosed by any competent court, governmental agency, or other relevant public authority in accordance with applicable law, court order or other public regulation; or(iv)has demonstrably been developed by the Contractor. 7 OWNERSHIP OF MATERIALS 7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work,in any medium(collectively, "Work Product"),prepared by Contractor for the first time in the performance of Exhibit A of this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. Both Project—2019 Community-wide and Municipal GHG Inventory Page 2 of 9 Professional/Consulting Contract-DAW GL Energy Services USA parties may utilize general know-how that they have accumulated in connection with performance of the services in their further business. 7.2 Copyright. Notwithstanding anything herein to the contrary, both parties agree that any intellectual property, including, but not limited to know-how and databases, and any rights thereto (either registered or not) in existence prior to this agreement, shall remain the sole property of the originating party. Contractor assigns to City all Work Product copyrights. Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated by the Contractor into the Services or Work Product of this Agreement. 7.4 Re-Use of Work Product. Unless prohibited b law and without waiving an rights, p Y g Y unless Work Product is modified or work product is used in a way not originally contemplated by contract,City may use or modify the Work Product of Contractor or its sub-contractors prepared or created under this Agreement,to execute or implement any of the following: (a) The original Services for which Contractor was hired; (b) Completion of the original Services by others; (c) Subsequent additions to the original Services;and/or (d) Other City projects. 75 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product,on recycled paper and copied on both sides, except for one single-sided original. 8 RECORDS Contractor must maintain complete and accurate accounting records relating to its performance in accordance with generally accepted accounting principles. The records must include detailed information of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment. 9 ASSIGNMENT Contractor shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of City. Any attempt to do so will be null and void. Any changes related to the financial control or business nature of Contractor as a legal entity is considered an assignment of the Agreement and subject to City approval, which shall not be unreasonably withheld. Control means fifty percent (50%) or more of the voting power of the business entity. 10 PUBLICITY/SIGNS Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter, will reference the City's contributions in making the project possible. The words "City of Cupertino" will be displayed in all pieces of publicity, including flyers,press releases,posters,brochures, public service announcements, interviews and Project—2019 Community-wide and Municipal GHG Inventory Page 3 of 9 Professional/Consulting Contract-DNV GL Energy Services USA newspaper articles. No signs may be posted, exhibited or displayed on or about City property, except signage required by law or this Contract, without prior written approval from the City. 11 INDEMNIFICATION 11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or willful misconduct of City personnel, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees, agents, servants, volunteers and. consultants ("Indemnitees"), through legal counsel acceptable to City (approval of which shall not be unreasonably withheld), from and against any and all liability, damages, claims, actions, causes of action, demands, charges, losses, costs and expenses (including reasonable attorney fees, legal costs and expenses related to litigation and dispute resolution proceedings) of every nature, arising directly or indirectly from claims due to the legal fault of the Contractor in connection with the Contractor's performance of Services under this Agreement for any of the following: (a) Contractor's breach of contract, its obligations,representations or warranties; (b) Third party claim due to Contractor's negligent or willful acts or omissions committed during performance of the Services; (c) Personal injury or property damage,resulting from the work or performance of Contractor or its subcontractors or sub-subcontractors; (d) Contractor's unauthorized use or disclosure of City's confidential and proprietary Information; (e) Contractor's performance resulting in a third party claim of infringement or violation of a U.S. patent or copyright,trade secret, trademark, or service mark or other proprietary or intellectual property rights of any third party excepting any Claims of infringement or violation resulting from City's alterations to the Work Product,compliance with an instruction from City, or from City's use of the Work Product in a way not contemplated under the Agreement. However, Contractor's maximum liability per occurrence for indemnified claims under this provision is one million United States Dollars (USD 1,000,000.00). 11.2 IN NO EVENT, WHETHER BY WAY OF INDEMNITY, CONTRACT OR TORT (INCLUDING NEGLIGENCE) SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, LIQUIDATED, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSSES OR DAMAGES OF ANY TYPE (INCLUDING BUT NOT LIMITED TO LOSS OF ANY OF THE FOLLOWING: REVENUE, PROFITS, ANTICIPATED PROFITS, USE, PRODUCTION, PRODUCT, PRODUCTIVITY, BUSINESS, CONTRACT, OR BUSINESS OPPORTUNITY) ARISING OUT OF OR AS A RESULT OF THIS AGREEMENT. 11.4. Contractor's payments may be deducted or offset to cover the amount finally judged by a court or agreed arbitration method as owed by Contractor to the City to a claim or counterclaim arising out from Contractor's performance of Services under this Agreement. 12 INSURANCE Contractor shall comply with the Insurance Requirements, attached and incorporated here as Project—2019 Community-wide and Municipal GHG Inventory Page 4 of 9 Pro 1essional/Consulting Contract-DNV GL Energy Services USA Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactory certificates of insurance and endorsements evidencing the type, amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provision may result in City, at its sole discretion terminating the Agreement. 13 COMPLIANCE WITH LAWS 13.1 General Laws. Contractor shall comply with all local, state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performing the Services, as required by the Immigration Reform and Control Act. 13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services includes a"public works"component,Contractor is required to comply with prevailing wage laws under Labor Code Section 1720 and other labor laws. 13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity, Acquired-Immune Deficiency Syndrome (AIDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consistent with City policy prohibiting harassment and discrimination, Contractor understands that harassment and discrimination directed toward a job applicant, an employee,a City employee,or any other person,by Contractor or its employees or sub-contractors will not be tolerated. 13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee, or member of a City board or commission who might have been involved in k the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations. Contractor agrees to abide by the City's rules governing gifts to public officials and employees. 13.5 Remedies.Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remedies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement. 14 LIMITATION OF LIABILITY EXCEPT FOR THE OBLIGATIONS UNDER SECTION 11.1,TO THE EXTENT PERMITTED ! BY APPLICABLE LAW, CONTRACTOR'S MAXIMUM CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF(A)TEN(10)TIMES THE REMUNERATION PAID TO CONTRACTOR BY THE CITY UNDER THIS AGREEMENT OR(B) THREE HUNDRED THOUSAND UNITED STATES DOLLARS (USD 300,000.00). Project—2019 Community-wide and Municipal GHG Inventory Page 5 of 9 Professional/Consulting Contract-DIVV GL Energy Services USA 15 PROJECT COORDINATION City Project Manager. The City assigns Gilee Corral, Acting Sustainability Manager as the City's representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. City reserves the right to substitute another Project manager at any time, and without prior notice to Contractor. Contractor Project Manager. Subject to City approval, Contractor assigns Ben Butterworth, Consultant as its single Representative for all purposes under this Agreement, with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services in accordance with the Scope of Services and the Schedule of Performance. Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services. City written approval is required prior to substituting a new Representative. 16 ABANDONMENT OF PROJECT City may abandon or postpone the Project or parts therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemble the work and close out the Services. With City's pre-approval in writing,the time spent in closing out the Services will be compensated up to a maximum of ten percent(10%) of the total time expended to date in the performance of the Services. 17 TERMINATION City may terminate this Agreement for cause or without cause at any time. Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product. 18 GOVERNING LAW,VENUE AND DISPUTE RESOLUTION j This Agreement is governed by the laws of the State of California. Any lawsuits filed related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of California. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in court. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute.If the Parties elect arbitration,the arbitrator's award must be supported by law and substantial evidence and include detailed written findings of law and fact. 19 ATTORNEY FEES If City initiates legal action,files a complaint or cross-complaint, or pursues arbitration,appeal,or other proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party will be entitled to reasonable attorney fees and costs. 20 Project—2019 Community-wide and Municipal GHG Inventory Page 6 of 9 Professional/Consulting Contract-DNV GL Energy Services USA THIRD PARTY BENEFICIARIES There are no intended third party beneficiaries of this Agreement. 21 WAIVE R Neither acceptance of the Services nor payment thereof shall constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach. 22 ENTIRE AGREEMENT This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written, between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Parry's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto, the text of the main Agreement shall prevail. 23 INSERTED PROVISION Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Parties will collaborate to implement this Section, as appropriate. 24 HEADINGS The headings in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement. 25 SEVERABILITY/PARTIAL INVALIDITY If any term or provision of this Agreement, or their application to a particular situation, is found by the court to be void, invalid, illegal or unenforceable, such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Parties agree to work in good faith to amend this Agreement to carry out its intent. 26 SURVIVAL All provisions which by their nature must continue after the Agreement expires or is terminated, including the Indemnification, Ownership of Materials/Work Product, Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect. i I Project—2019 Community-wide and Municipal GHG Inventory Page 7 of 9 Professional/Consulting Contract-DNV GL Energy Services USA I I I 27 NOTICES All notices, requests and approvals must be sent in writing to the persons below, which will be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail,postage prepaid, registered or certified, or the next business day following electronic submission: To City of Cupertino To Contractor: V 10300 Torre Ave.,Cupertino,CA 95014 4"V%4 AAie- O oAk:k-ANfl Attention: Gilee Corral,Acting Sustainability Attention: (AC4 KcIr Manager Email: ilg eecAcupertino.org Email: Ad Ua tn, S Kc op 28 VALIDITY OF CONTRACT This Agreement is valid and enforceable only if(a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and(c) is approved for form by the City Attorney's Office. 29 EXECUTION The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right,power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement,which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument. [All signature on following page.] Project—2019 Community-wide and Municipal GHG Inventory I Page 8 of 9 Professional/Consulting Con tract-DNV GL Energy Services USA IN WITNESS WHEREOF, the parties have caused the Agreement to be executed. CONTRACTOR CITY OF CUPERTINO A Municipal Corporation By By Name C?du&,A7G kot- Name Timm Borden Title t4CAD Gv- Vi teW Title Assistant City Mana1?er Date J U✓14E 1-1 got I Date 2� Tax 1D. No.: a 4 Z--5�95705 APPROVED AS TO FORM: HEATHER M. MINNER Cupertino City Attorney ATTEST: GRA �VIA ('A-� AVII, SCH�4 City Clerk (Q 1119401.2 Project—2019 Community-wide and Municipal GHG Inventory Page 9 of 9 Projissional/Consulting Contract-DNV GL Energy Services USA EXHIBIT A Communitywide & Municipal Operations Greenhouse Gas (GHG) Inventory Update for 2018 Scope of Work and Cost Estimate for City of Cupertino 1. Task 1 - Communitywide GHG Inventory Support The below cost estimate assumes that the DNV GL team would leverage the existing 2015 communitywide GHG inventory workbook developed as part of the DNV GL's 2017 project with City of Cupertino. This existing workbook would be updated to include raw data, calculations and outputs related to the 2018 communitywide GHG inventories. This workbook is compliant with the Global Protocol for Community-Scale Greenhouse Gas Emissions and designed to facilitate ClearPath data input. The emissions forecast workbook and written report developed as part of the 2017 project would also be updated with 2018 communitywide inventory data as part of this task. Task 1 Deliverables: • Updated master communitywide GHG inventory workbook incorporating 2018 communitywide GHG inventory data, calculations, summary tables and graphs • Updated emissions forecast workbook incorporating 2018 communitywide GHG inventory data • Updated narrative report incorporating 2018 communitywide GHG inventory data Task 1 Estimated Cost: • Task 1 total: $14,980 2. Task 2 - Government Operations GHG Inventory Support The below cost estimate assumes that the DNV GL team would leverage the existing 2015 government operations GHG inventory workbook developed as part of the DNV GL's 2017 project with City of Cupertino. This existing workbook would be updated to include raw data, calculations and outputs related to the 2018 government operations GHG inventories. This workbook is compliant with the Local Government Operations Protocol and designed to facilitate ClearPath data DNV GL www.dnvgl.com input. The written report developed as part of the 2017 project would also be updated with 2018 municipal operations inventory data as part of this task. Task 2 Deliverables: • Updated master government operations GHG inventory workbook incorporating 2018 government operations GHG inventory data, calculations, summary tables and graphs • Updated narrative report incorporating 2018 government operations GHG inventory data. One (1) narrative report covering both communitywide and government operations GHG inventories. Task 2 Estimated Cost: • Task 2 total: $14,980 3. Sustainability Commission Presentations The below cost estimate assumes that DNV GL will attend one (1) in-person meeting with one (1) DNV GL staff in attendance and one (1) phone meeting with two (2) DNV GL staff in attendance. The purpose of the in-person meeting will be to provide an in-depth review of communitywide and government operations data sources and calculation methodologies to the Sustainability Commission. The purpose of the phone meeting will be to present the communitywide, government operations inventory results and emissions forecast to the Sustainability Commission. DNV GL will prepare PowerPoint presentations for both meetings. The below cost estimate includes travel/reimbursable expenses associated with the in-person meeting. Task 3 Deliverables: • One (1) in-person Sustainability Commission meeting with one (1) DNV GL staff in attendance • One (1) phone Sustainability Commission meeting with two (2) DNV GL staff in attendance Task 3 Estimated Cost: • Task 3 total: $2,575 Total project cost estimate: $32,535 EXHIBIT B Task 21-Jun 28-Jun 5-Jul 12-Jul 19-Jul 26-Jul 2-Aug 9-Aug 16-Aug Inventory data collection Sust.Comm. methodology meeting Inventory workbook development Inventory workbook city review Forecast workbook development Forecast city review Narrative report development Narrative report city review Sust.Comm.results meeting EXHIBIT C Table 1: DNV GL Project Cost Estimate DNV GL Cost Estimate Senior Senior Consultant: Head of Consultant: Head of Consultant: All Employee Consultant: Task Matt Section:Doug Lauren Section:Doug Total Cost: Ben Hours Ben Fitzgerald Butterworth Kot Taymor Butterworth Kot Staff Hourly Rate $150 $180 $205 $150 $180 $205 Task Hours Cost 1.2018 Communitywide GHG Inventory 20 62 4 86M$6,750 $11,160 $820 $14,980 2.2018 Gov.Ops.GHG Inventory 20 62 4 86 $11,160 $820 $14,980 3.Sustainability Commissioners Presentations 5 5 1 11 $900 $205 $1,855 Labor dollars tot $23,220 $1,845 $31,815 Reimbursable expenses/travel cos $720 Total Budget:1 532,535 C EXHIBIT D Insurance Requirements Design Professionals & Consultants Contracts Consultant shall procure prior to commencement of Services and maintain for the duration of the contract,at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City. INSURANCE POLICIES AND MINIMUMS REQUIRED 1. Commercial General Liability(CGL) for bodily injury,property damage, personal injury liability for premises operations, products and completed operations, contractual liability, except any liability arising out of a contract provision which goes beyond an express or implied obligation to exercise reasonable skill and care, and personal and advertising injury with limits no less than $2,000,000 per occurrence (ISO Form CG 00 01). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location(ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be(i)the minimum coverage/limits specified in this agreement; or(ii)the broader coverage and maximum limits of coverage of any insurance policy,whichever is greater. h Additional Insured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as ISO Form CG 20 01 (04/13). c The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance,provided each policy complies with the requirements set forth in this Contract. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2 Automobile Liability: ISO CA 00 01 covering any auto(including owned,hired, and non-owned autos)with limits no less than$1,000,000 per accident for bodily injury and property damage. 3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than$1,000,000 per occurrence for bodily injury or disease. JNot required. Consultant has provided written verification of no employees. 4. Professional Liability for professional acts, errors and omissions, as appropriate to Consultant's profession, with limits no less than $2,000,000 per occurrence or$2,000,000 aggregate. If written on a claims made form: a The Retroactive Date must be shown and must be before the Effective Date of the Contract. b. Insurance must be maintained for at least five(5)years after completion of the Services. c, If coverage is canceled or non-renewed,and not replaced with another claims-made policy form with a Retroactive Date prior to the Contract Effective Date,the Consultant must purchase"extended reporting"coverage for a minimum of five(5)years after completion of the Services. OTHER INSURANCE PROVISIONS The aforementioned insurance shall be endorsed and have all the following conditions and provisions: Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts DNV GL Energy Services USA j 1 Additional Insured Status The City of Cupertino,its City Council,officers, officials, employees, agents, servants and volunteers ("Additional Insureds")are to be added as additional insureds on Consultant's CGL policy. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance(at least as broad as ISO Form CG 20 10 (11/85) or both CG 20 10 and CG 20 37 forms,if later editions are used). Primary Coverage Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, officials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it. Notice of Cancellation Each insurance policy shall state that coverage shall not be canceled or allowed to expire,except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums. Waiver of Subrogation Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consultant, its employees, agents and subconsultants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. Deductibles and Self-Insured Retentions Consultant must show proof of ability to pay losses and costs related investigations,claim administration and defense expenses. Acceptability of Insurers Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better, or an equivalent rating. Verification of Coverage Consultant must furnish acceptable insurance certificates and mandatory endorsements, and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance subject to Consultant's proprietary information policy, at any time during the Contract term. Subconsultants Consultant shall require and verify that all subconsultants maintain insurance that meet the requirements of this Contract,including naming the City as an additional insured on subconsultant's insurance policies. I Adequacy of Coverage City reserves the right to modify these insurance requirements/coverage based on the nature of the risk,prior experience,insurer or other special circumstances,prior to the contract execution and work start. 1119425.2 I Exh. D-Insurance Requirements for Design Professionals&Consultants Contracts DNV GL Energy Services USA 2 / 7 Page 1 of 2 ,4�"� CERTIFICATE OF LIABILITY INSURANCE D 1.06/25/ 2019Y) 06/25/2019 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. 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). PRODUCER CONTACT NAME: Willis of Texas, Inc. PHONE 1-877-945-7378 FAX 1-888-467-2376 c/o 26 Century Blvd C No Ext: A/C No P.O. Box 305191 E-MAIL certificates@willis.com ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Liberty Mutual Fire Insurance Company 23035 INSURED INSURERB: Commerce S Industry Insurance Company 19410 DNV GL Energy Services USA, Inc. 1400 Ravello Drive INSURER C: Katy, TX 77449 INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W11728651 REVISION NUMBER: 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 THIS CERTIFICATE 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD I WVD POLICY NUMBER MMIDD/YYYY MM/DDIYYYYI LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ PRO- POLICY JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED y y AS2-641-444985-029 06/01/2019 06/01/2020 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accident $ B X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 1,000,000 EXCESS LIAB CLAIMS-MADE 11212079 06/01/2019 06/01/2020 AGGREGATE $ 1,000,000 DED I X I RETENTION$10,000 $ WORKERS COMPENSATION �( PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER A ANYPROPRIETOR/PARTNER/EXECUTIVE E 1,000,000 OFFICER/MEMBER EXCLUDED? N/A Y WC2-641-444985-039 06/01/2019 06/01/2020 .L.EACH ACCIDENT $ (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project Name: City community-wide and municipal operations GHG emissions inventory. Auto Liability: Designated Insured where required by written agreement - CA 20 48 (10/13) Blanket Waiver of Subrogation as required by written contract or agreement - CA 04 44 (10/13) CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino Attn: Gilee Corral AUTHORIZED REPRESENTATIVE 10300 Torre Ave Cupertino, CA 95014 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 18158909 BATCH: 1256481 AGENCY CUSTOMER ID: LOC#: Ac" ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED DNV GL Energy Services USA, Inc. Willis of Texas, Inc. 1400 Ravello Drive POLICY NUMBER Katy, TX 77449 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Pollution Liability Broadened Coverage - CA 99 48 (10/13) Primary and Non Contributory as required by written contract or agreement - AC 84 23 (08/11) Umbrella/Excess Liability Coverage: The Auto Liability and Workers' Compensation (Employers Liability) policies are included on the underlying schedule on the Umbrella policy. Workers Compensation Coverage: Coverage for the states of OH, ND, WA & WY are provided by separate State Fund policies. Policy includes Stop Gap liability coverage. Blanket Waiver of Subrogation applies as required by contract or written agreement and as permitted by law - WC 00 03 13 (04/84) Longshore and Harbor Worker' Compensation Act Coverage - WC 00 01 06 A Outer Continental Shelf Lands Act Coverage - WC 00 01 09 C (01/15) Maritime Coverage included - WC 00 02 01 B Alternate Employer - WC 00 03 01 A (02/89) Contract end date: 2019-09-30. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 18158909 BATCH: 1256481 CERT: W11728651 ^ Page 1 of 2 ACC>R L> CERTIFICATE OF LIABILITY INSURANCE F DATE (.M/DD 19 NYYY) 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. 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). PRODUCER CONTACT NAME: Willis Limited 51 Lime Street PVHCNE No Ext: 1-877-945-7376 FAX No: 1-888-467-2378 E-MAIL certificates@willis.com London, EC3M7DQ GBR ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Lloyd's Syndicate 1200 C1647 INSURED INSURER13: IF P&C Insurance Ltd D1588 Sti£telsen Det Norske Veritas (see attached for additional Named Insureds) - INSURER C: 1400 Ravello Drive INSURER D: Katy, TX 77449 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:W11728650 REVISION NUMBER: 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 THIS CERTIFICATE 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. INSR ADDLSUBRTYPE OF INSURANCE INSD WVD POLICY NUMBER POLICY EFF POLICY EXP LTR MM DDIYYYY MMIDD/YYYY LIMITS X COMMERCIAL GENERALLIABILITY EACH OCCURREN C DAMAGE TO RENTED 1,000,000 1,000,000 E $ X CLAIMS-MADE OCCUR PREMISES Ea occurrence $ A MED EXP(Any one person) $ 50,000 y y B 0801 2843OP19 06/01/2019 06/01/2020 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 x POLICY PRO ❑ JECT LOC PRODUCTS-COMP/OPAGG $ 1,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident B UMBRELLA LIAB OCCUR EACH OCCURRENCE $ 5,000,000 X EXCESS LAB Hx CLAIMS-MADE B 0801 28431P19 06/01/2019 06/01/2020 AGGREGATE $ 5,000,000 DED I I RETENTION$ I $ WORKERS COMPENSATION PER OTH- AND EMPLOYERS'LIABILITY YIN STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ E.L.EACH ACCIDENT $ OFFICER/MEMB ER EXCLUD ED? NIP` (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Professional Liab. B 0801 28430P19 06/01/2019 06/01/2020 Per Occ/Agg 5,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Project Name: City community-wide and municipal operations GHG emissions inventory. Worldwide General Liability Insurance. Covering the Certificate Holder noted as an Additional Insured if so required by contract but only for liability arising out of work performed by the Insured and only to the extent that the Insured would be entitled to the protection of the Policy if a claim were made against the Insured. In respect of Professional Services Liability, this additional benefit shall only apply to the extent that this is agreed upon in a CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. City of Cupertino AUTHORIZED REPRESENTATIVE Attn: Gilee Corral 10300 Torre Ave Cupertino, CA 95014 ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 18158909 aaxCH: 1256481 AGENCY CUSTOMER ID: LOC#: A<7"R o® ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Sti£telsen Det Norske Veritas Willis Limited (see attached for additional Named Insureds) POLICY NUMBER 1400 Ravello Drive See Page 1 Katy, TX 77449 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE: See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance written contract between the Insured and such other party prior to any claim. Blanket Additional Insured - Clients and Lessors with Blanket Waiver of Subrogation as required by written contract. Blanket Additional Insured - Primary and non-contributing coverage as required by written contract Blanket Additional Insured - Severability as required by written contract Blanket Additional Insured - Cross liability as required by written contract Cancellation Provision - 30 day/10 day for non-pay Contract end date: 2019-09-30. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 18158909 BATCH: 1256481 CERT: W11728650 List of Named Insureds DNV GL Healthcare USA, Inc. DNV GL USA,Inc. (formerly Det Norske Veritas USA, Inc.) DNV KEMA Renewables, Inc. Two Tomorrows (North America) Inc DNV GL Business Assurance USA, Inc. KEMA USA Inc. KEMA-Realty LLC KEMA Inc. DNV KEMA Macro.,Inc. KEMA-Powertest, LLC DNV GL Energy Services USA Inc KEMA TOS Inc. DNV GL PVEL,LLC KEMA Consulting Canada Ltd Det Norske Veritas (Canada)Ltd. Noble Denton Canada Limited 1 GL Renewables Certification LLC Germanischer Lloyd(U.S.A.), Inc. GL Noble Denton Holdings USA, Inc. DNV GL Noble Denton USA, LLC Garrad Hassan America Inc. GL PwrSolutions, Inc. Germanischer Lloyd Canada Limited GL Garrad Hassan Canada Inc. GL Noble Denton Canada Limited Germanischer Lloyd Industrial Services Trinidad Ltd GL Garrad Hassan Mexico S. de R.L. C.V. Lloyd Germanico de Mexico S. de R.L. C.V. Germanischer Lloyd Certification Mexico S. de R.L. de C.V. Det Norske Veritas Trinidad and Tobago Limited GL Industrial Services UK Ltd GreenPowerMonitor Corpf Det Norske Veritas Panama Inc. Elbe Holding GmbH Branch Office Panama Det Norske Veritas Puerto Rico Inc. Det Norske Veritas Mexico S.A. de C.V. Germanischer Lloyd Colombia Ltda. ELBE Holding GmbH d/b/a Germanischer Lloyd of Panama,Ltd DNV GL Panama, Inc. Lloyd Germanico de Mexico, Sociedad de Responsabilida limitada DNV GL Curacao,N.V. DNV GL Trinidad and Tobago Limited DNV GL Holding USA, Inc. Marine Cybernetics US LLC DNV GI Energy USA, Inc. DNV GL Energy Insights USA, Inc DNV GL Green Power Monitor USA, Inc. DNV GL Mexico, Sociedad de Responsabilidad limitada de Capital Variable DNV GL Energy Insights USA, Inc. DNV GL Energy Services USA Inc. DNV GL GreenPowerMonitor USA, Inc. DNV GL Noble Denton USA, LLC Garrad Hassan America, Inc. GL PwrSolutions Inc. m ADDITIONAL INSURED ENDORSEMENT Additional Insured: Either to be inserted here,or Certificate Holder from page 1 deemed inserted here. Attaching to Policy Numbers: B 0801 28430P19 and B 0801 28430P19 f a Additional Insured Provisions: In accordance with the conditions precedent and exclusions below,the General Liability coverage afforded by this Policy is extended as set forth in this Endorsement to the Additional Insured noted above for any Claim that: a) arises solely out of the Insured's Business Activities performed by or on behalf of such Additional Insured to the extent that the Insured would be entitled to the protection of this Policy if a Claim were made against the Insured,and b) is instigated and continued totally independent of,and totally without the solicitation of,or assistance of,or active participation of,or intervention of the Insured. I The Underwriters will pay amounts the Additional Insured is legally required to pay to compensate others for Loss resulting from the Insured's Business Activities or those of another for whom the Insured is legally responsible. Any coverage maintained by the Additional Insured shall be in excess of this insurance and shall not be called upon to contribute with it. The Additional Insured shall not by reason of their inclusion in this Endorsement incur liability to the Underwriters for payment of premiums for such Insurance. The Underwriters agree to waive rights of subrogation against the Additional Insured to the extent that such waiver is agreed upon in a written contract between the Insured and the Additional Insured prior to any Claim. { Conditions precedent to this cover: 1. The Claim must solely arise from the Insured's Business Activities; 1 2. Any claim arising from the Insured's Business Activities must be first made against the Additional Insured during the Period of Insurance. The Additional Insured shall provide the Underwriters with written notice of such Claim as soon as is practicable in accordance with the Notice of Claim provision below; 3. The Underwriters agree to defend and contest any Claim made against the Additional Insured and to bear the Defence Costs thereof arising from the Insured's Business Activities; 4. In regard to Claims made under this Policy involving the Additional Insured,the Additional Insured will at its own cost: (i) render all reasonable assistance to the Underwriters and co operate in the defence of any Claim and the assertion of indemnification and contribution rights;(ii)use due diligence and do and concur in doing all things reasonably practicable to avoid or diminish any loss under this Policy;(iii)give such information and assistance to the Underwriters as they may reasonably require to enable it to investigate any loss or determine liability under this Policy; and 5. In regard to Claims made under this policy involving the Additional Insured, no Additional Insured shall admit or assume any liability, enter into any settlement agreement,consent to any judgment,or incur any Defence Costs without the prior written consent of the Underwriters. Only those settlements,judgments and Defence Costs consented to by the Underwriters,and judgments resulting from Claims defended in accordance with this policy,shall be recoverable as loss under this Policy.The Underwriter's consent shall not be unreasonably withheld,provided that the Underwriters shall be entitled to exercise all of their rights under this Policy. Exclusions: This Endorsement will not respond to any Claim directly or indirectly caused by,based on,for or arising out of: a. the Additional Insured's dishonest,fraudulent,criminal,reckless, intentional,or malicious acts,errors or omissions;or b. the actual or alleged intentional non-performance or default of any of the Additional Insured's contractual obligations;or C. computer virus d. discrimination and/or wrongful termination e. pollutants. f. patents and trade secrets No Amendments: This Endorsement and any rights under it cannot be assigned or amended without the prior written consent of the Underwriters. Notice of Claim: The Additional Insured shall give written notice of any Claim made against them as soon as practicable at any time during the Period oflnsurance and in any event,within 30 days after the end of the Period of Insurance,as long as such Claim is reported no later than 30 days after the date such Claim was first made against the Additional Insured. Notice shall be deemed to have been properly made if received in writing by: Willis Limited,FINEX-Claims Department, The Willis Building,51 Lime Street, London EC3M 7DQ, United Kingdom. If,during the Period of Insurance,written notice of a Claim against the Additional Insured has been given to the Underwriters pursuant to the terms and conditions of this Policy,then any Claim arising out of,based upon or attributable to the facts alleged in the Claim previously notified to the Underwriters,which is the same as or related to any act alleged in the previously notified Claim, shall be considered made against the Additional Insured and reported to the Underwriters at the time the first notice was given. If,during the Period of insurance,the Additional Insured shall become aware of any circumstance which may reasonably be expected to give rise to a Claim being made against the Insured or the Additional Insured and shall give written notice to the Underwriters of the circumstance and the reasons for anticipating a Claim with full particulars as to dates and persons involved, then any Claim which is subsequently made against the Insured or the Additional Insured and reported to the Underwriters arising out of,based upon or attributable to such circumstance or alleging any act which is the same as or related to any act alleged or contained in such circumstance shall be considered made against the Insured or the Additional Insured and reported to the Underwriters at the time the notice of such circumstance was first given. i Geographical Scope: Worldwide Sum Insured: The Limit of Liability applicable to the Additional Insured shall not exceed the amount shown on page l of the Certificate to which this Endorsement is attached. The inclusion of one or more Additional Insureds under this Policy shall not increase the Limit of Liability of this Policy in any manner. Definitions applicable to this Endorsement: Additional Insured means the entity noted on Page 1 of the Certificate to which this Endorsement is attached. Claim means: (i) any suit or proceeding brought by any person or organisation against the Insured or an Additional Insured for monetary damages or other relief,including non-pecuniary relief (ii) any oral or written demand from any person or organisation that it is the intention of the person or organisation to hold the Insured or the j Additional Insured responsible for any liability arising out of the operations of the Insured (iii) any criminal prosecution brought against the Insured or the Additional Insured,resulting from an unintentional criminal act by the Insured (iv) any official investigations,inquiries or other proceedings commissioned by any regulatory body or official institution in connection with the operations of the Insured (v) any Claim or Claims arising out'of,based upon or attributable to the same originating cause,operation and/or act shall be considered to be I a single Claim for the purposes of this Policy Defence Costs means those costs,charges and expenses incurred in connection with the investigation, adjustment,defence or appeal of a Claim arising out of the Business Activities of the Insured. Insured means DNV GL Group AS and all subsidiaries of any of the above and any branch,division, sector,region,product group or other internal structure thereof Insured's business activities means the services,including advice offered by the Insured and stated in the material information and/or particulars supplied to the Underwriters prior to the inception of the Policy. Period of Insurance means 12 months from 1 June 2019 to 1 June 2020. Pollutants means(but are not limited to)any solid,liquid,gaseous,or thermal irritant or contaminant, including smoke,vapour,soot,fumes,acids,alkalis,chemicals,lead and waste. Underwriters means various according to the Schedule of the policy to which this Endorsement is attached. All other terms,clauses and conditions remain unchanged.