2. Exhibit B_ Federal - State Mandatory Terms and Conditions 1.docx

EXHIBIT B

FEDERAL & STATE MANDATORY TERMS AND CONDITIONS

ARTICLE I

AUDIT

1.1 Audit. Vendor shall permit and shall require its personnel (and any subcontractors) and auditors to permit the IFA, and any authorized agent of the IFA, to inspect all work, materials, payrolls, audit working papers, and other data and records pertaining to the services provided under the Agreement (the “Project”); and to audit the books, records, and accounts of the Vendor with regard to the Project.

ARTICLE II

ETHICS

2.1 Code of Conduct.

A. Personal Conflict of Interest. The Vendor shall maintain a written code or standard of conduct which shall govern the performance of its employees, officers, board members, or agents engaged in the award and administration of contracts supported by state or federal funds. Such code shall provide that no employee, officer, board member or agent of the Vendor may participate in the selection, award, or administration of a contract supported by state or federal funds if a conflict of interest, real or apparent would be involved.

B. Organizational Conflict of Interest. The Vendor will also prevent any real or apparent organizational conflict of interest. An organizational conflict of interest exists when the nature of the work to be performed under a proposed third-party contract or subcontract may, without some restriction on future activities, result in an unfair competitive advantage to the third-party contractor or Vendor or impair the objectivity in performing the contract work.

ARTICLE III

FEDERAL DATA SUBMITTALS

3.1 Federal Data Submittals.

A. In addition to any reporting required under the Agreement, Vendor shall also work with IFA and each Site Host to ensure the collection and submittal of the required Federal Data Submittals. Vendor’s software platform shall provide for collection of all required data modules (listed below) and include EV-ChART reporting capability, and Vendor is responsible for submitting all required data to the IFA and Federal Highway Administration (“FHWA”) using FHWA’s software platform EV-ChART.

B. Once the EV charging station is operational and in service, Vendor shall work with IFA and the Site Host to ensure the submittal of the FHWA NEVI data reports as outlined in 23 C.F.R. 680.112 on a one-time, quarterly, and annual basis.

C. Federal NEVI data submission requirements from 23 C.F.R. 680.112 have been broken down into nine modules by the FHWA:

· Module 1: Station Location (One-Time)

· Module 2: Charging Sessions (Quarterly)

· Module 3: Uptime (Quarterly)

· Module 4: Outages (Annual)

· Module 5: Maintenance Costs (Annual)

· Module 6: Station Operator Identity (One-Time)

· Module 7: Station Operator Program (Annual)

· Module 8: Distributed Energy Resource (DER) Information (One-Time)

· Module 9: Capital and Installation Costs (One-Time)

3.2 Federal Data Submittal Frequency.

Data submission frequency requirements per 23 C.F.R. 680.112 are broken down into quarterly, annual, and one-time submissions:

A. Quarterly Data (Modules 2, 3, and 4): Data collection starts the day an EV charging station becomes operational on the Initial Operation Date. All data for a calendar quarter shall be submitted no later than 10 business days following the end of calendar quarter.

i. Example: An EV charging station that became operational on January 16th shall report quarterly data on that station from January 16th to March 31st, and the report shall be submitted no later than 10 business days after March 31st.

B. Annual Data (Modules 5 and 7): All data for a calendar year shall be submitted no later than January 31st of the current year for EV charging stations that become operational in the preceding year. Annual data may be submitted as soon as the data is available, and modules can be submitted independently.

i. Example: For an EV charging station that became operational any time during the 2024 calendar year, all annual modules shall be submitted no later than January 31st, 2025.

C. One-time Data (Module 1): The EV-ChART Registration Form shall be submitted to the IFA no later than 30 days after an EV charging station becomes operational on the Initial Operation Date. The IFA will submit Module 1.

i. Example: An EV charging station that became operational on January 16th must submit the EV-ChART registration form to the IFA no later than February 15th.

D. One-time Data (Modules 1, 6, 8, and 9): One time data shall be submitted no later than January 31st of the current year for an EV charging station that became operational in the preceding year. One-time data may be submitted as soon as the data is available, and modules can be submitted independently.

i. Example: An EV charging station that became operational any time during the 2024 calendar year may submit one-time data any time in 2025, but all one-time modules shall be submitted no later than January 31st, 2025.

3.3. Federal Data Submittal Details.

A. Each module can be submitted to the EV-ChART portal in the format prescribed by the EV-ChART Data Input Template using a CSV file that is no greater than 10 MB. Modules must be submitted no later than the deadline described in the above Section 28.2.

B. For more guidance on the data format and preparation requirements for the modules, the Vendor can utilize the EV-ChART Data Format and Preparation Guidance issued by the Joint Office of Energy and Transportation.

ARTICLE IV

EMERGENCY INCIDENT REPORTING REQUIREMENT

4.1. Emergency Incident Reporting Requirement.

During the Operating Period, Vendor shall notify IFA within 24 hours after the Vendor becomes aware of any of the following critical events by emailing ClimateBank@il-fa.com:

A. One or more charging plugs are inoperable for more than 24 hours.

B. Other incidents related to charging electric vehicles such as:

i. Damage to an electric vehicle as a result of connecting to or receiving electricity from the station;

ii. Any other safety related incident, such as an accident or fire, at or near the charging station; or

iii. Any time emergency responder personnel are dispatched to or near the charging station.

ARTICLE V

COMPLIANCE WITH NEPA MITIGATION ACTIONS

5.1. Compliance With NEPA Mitigation Actions. Vendor acknowledges and agrees that all environmental and mitigation measures identified in the NEPA review will be implemented. All sites must receive State Approved Categorical Exclusion from the Illinois Department of Transportation before any construction may begin.

ARTICLE VI

NOTICE OF ACCEPTANCE

6.1. Notice of Acceptance. A Notice of Acceptance will be issued by the IFA following the successful installation, testing, and inspection of each individual Project Site, as approved by the IFA. The Operating Period for each individual Project Site will start on the Initial Operation Date of each individual Project Site stated in the Notice of Acceptance and continue for 60 months following this date.

ARTICLE VII

ADA REQUIREMENTS

7.1 American with Disabilities Act (ADA) Requirements. As specified in Exhibit C, the Project must comply with applicable accessibility standards adopted by the Department of Transportation into its ADA regulations (49 C.F.R. part 37) in 2006, and adopted by the Department of Justice into its ADA regulations (28 C.F.R. Parts 35 and 36) in 2010.

The existing ADA standards address many aspects of accessibility for buildings and sites applicable to EV charging stations but do not specifically address EV charging stations. To address this gap, in July 2022, the U.S. Access Board issued Design Recommendations for Accessible Electric Vehicle Charging Stations (“U.S Access Board Design Recommendations” https://www.access-board.gov/files/usab-evse-guide.pdf).

Vendor should refer to the U.S. Access Board Design Recommendations to ensure that the design and construction of the EV charging station demonstrate ADA compliance and optimize usability for persons with disabilities. Each charger in the EV charging station must include accessible communication features and there must be at least one ADA-compliant parking space that additionally incorporates accessible mobility features and is equipped with access to EV charging infrastructure, as specified in the U.S. Access Board Design Recommendations.

ARTICLE VIII

UPTIME REQUIREMENTS NON-COMPLIANCE

8.1 Uptime Requirements Non-Compliance. If the Vendor is not in compliance with the Uptime requirements (set forth in Exhibit of the Agreement), the IFA may find an event of default under the Agreement or other applicable law and rules, with remedies including withholding of payments, disallowance of previously reimbursed costs, requiring refunds from the Vendor to the State; or suspension or termination of the Agreement, or take other action under applicable law. Vendor is expected to include plans to meet Uptime requirements in their contracts with any Project Site Hosts. Repeated non-compliance with the Uptime Requirement may result in the IFA terminating the Agreement and taking any other remedies as specified in Exhibit C.

The required method for Uptime calculations can be found in Exhibit C and 23 C.F.R. 680.116(b).

ARTICLE IX

FEDERAL REPORTING REQUIREMENTS NON-COMPLIANCE

9.1 Federal Reporting Requirements Non-Compliance. If the Vendor is not in compliance with the Federal data reporting requirements, the IFA may find an event of default under the Agreement or other applicable law and rules, with remedies including withholding of payments, disallowance of previously reimbursed costs, requiring refunds from the Vendor to the State; or suspension or termination of the Agreement, or take other action under applicable law. If the Grantee repeatedly fails to meet Federal data reporting requirements, the Grantor may terminate the Agreement

ARTICLE X

BUY AMERICA REQUIREMENTS

10.1 Buy America Requirements. The Vendor shall comply with the FHWA Buy America Requirements in 23 U.S.C. 313 and 23 C.F.R. 635.410 and in the Build America, Buy America Act (Pub. L. No. 117-58, div. G §§ 70901–70927).

ARTICLE XI

APPLICATION PROGRAMMING INTERFACE

11.1 Application Programming Interface. As specified in 23 C.F.R. 680.116(c) Vendor shall work with the IFA and the Site Hosts to ensure that charging station information including location, connector type, power level, real-time status, and real-time price to charge are available free of charge to third-party software developers through an Application Programming Interface (API). Additionally, Vendor shall work with the IFA and the Site Hosts in following the Joint Office of Energy and Transportation's standardized protocol for how to structure data, data update frequency, and practices for making the data required to be shared via API usable for improving public transparency and the customer experience.

ARTICLE XII

FEDERALLY FUNDED REQUIREMENTS

12.1 Disadvantaged Business Enterprise Assurance.

A. In accordance with 49 C.F.R. 26.13(a), as amended, the Vendor assures that it shall not discriminate on the basis of race, color, national origin, or sex in the implementation of the project and in the award and performance of any third party contract, or sub-agreement supported with Federal assistance derived from the U.S. DOT or in the administration of its Disadvantaged Business Enterprise (DBE) program or the requirements of 49 C.F.R. Part 26, as amended.

B. The Vendor assures that it shall take all necessary and reasonable steps set forth in 49 C.F.R. Part 26, as amended, to ensure nondiscrimination in the award and administration of all third-party contracts and sub-agreements supported with Federal assistance derived from the U.S. DOT. The DBE program, as required by 49 C.F.R. Part 26, as amended, will be incorporated by reference and made a part of this Agreement for any Federal assistance awarded by FHWA or U.S. DOT.

C. Implementation of this DBE program is a legal obligation of the Vendor, and failure to carry out its terms shall be treated as a violation of the Agreement. Upon notification of the Vendor’s failure to implement its approved DBE program, the U.S. DOT may impose sanctions as provided for under 49 C.F.R. Part 26, as amended, and may in appropriate cases, refer the matter for enforcement under 18 U.S.C. 1001, as amended, and/or the Program Fraud Remedies Act, 31 U.S.C. 3801 et seq., as amended.

12.2 Nondiscrimination Assurance.

A. As required by 49 U.S.C. 5332 (which prohibits discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity), Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. 2000d, and U.S. DOT regulations, "Nondiscrimination in Federally Assisted Programs of the Department of Transportation--Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21 at 21.7, the Vendor assures that it will comply with all requirements of 49 C.F.R. Part 21, and other applicable directives, so that no person in the United States, on the basis of race, color, national origin, creed, sex, or age will be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination in any program or activity (particularly in the level and quality of transportation services and transportation-related benefits) for which there is receipt of federal assistance.

B. Specifically, during the period in which federal assistance is extended to the project, or project property is used for a purpose for which the federal assistance is extended or for another purpose involving the provision of similar services or benefits, the Vendor assures that:

i. The services will be conducted, property acquisitions will be undertaken, and project facilities will be operated in accordance with all applicable requirements of 49 U.S.C. 5332 and 49 C.F.R. Part 21, and understands that this assurance extends to its entire facility and to facilities operated in connection with the Project;

ii. It will promptly take the necessary actions to effectuate this assurance, including notifying the public that complaints of discrimination in the provision of transportation-related services or benefits may be filed with U.S. DOT. Upon request by U.S. DOT, the Vendor assures that it will submit the required information pertaining to its compliance with these requirements;

iii. It will include in each subagreement, property transfer agreement, third party contract, third party subcontract, or participation agreement adequate provisions to extend the requirements of 49 U.S.C. 5332 and 49 C.F.R. Part 21 to other parties involved therein including any subrecipient, transferee, third party contractor, third party subcontractor at any level, successor in interest, or any other participant in the project;

iv. Should it transfer real property, structures, or improvements financed with federal assistance to another party, any deeds and instruments recording the transfer of that property shall contain a covenant running with the land assuring nondiscrimination for the period during which the property is used for a purpose for which the federal assistance is extended or for another purpose involving the provision of similar services or benefits;

v. The United States has a right to seek judicial enforcement with regard to any matter arising under the Act, regulations, and this assurance; and

vi. It will make any changes in its 49 U.S.C. 5332 and Title VI implementing procedures as U.S. DOT may request.

12.3 Intelligent Transportation Systems Program.

A. As used in this assurance, the term Intelligent Transportation Systems (ITS) project is defined to include any project that in whole or in part finances the acquisition of technologies or systems of technologies that provide or significantly contribute to the provision of one or more ITS user services as defined in the "National ITS Architecture."

B. Vendor assures it will comply with 23 U.S.C. 517(d), as amended by the Moving Ahead for Progress in the 21st Century Act (MAP-21) and other federal requirements that may be issued in connection with any ITS project it undertakes financed with Highway Trust Funds (including funds from the mass transit account) or funds made available for the Intelligent Transportation Systems Program.

C. With respect to any ITS project financed with Federal assistance derived from a source other than Highway Trust Funds (including funds from the Mass Transit Account) or 23 U.S.C. 517(d), the Vendor assures that it will use its best efforts to ensure that any ITS project it undertakes will not preclude interface with other intelligent transportation systems in the Region.

12.4 Certifications and Assurances Required by the U.S. Office of Management and Budget (OMB) (SF 424B and

SF 424D).

As required by U.S. Office of Management and Budget, the Vendor certifies that it:

A. Has the legal authority and the institutional, managerial, and financial capability to ensure proper planning, management, and completion of the Project.

B. Will give the U.S. Secretary of Transportation, the Comptroller General of the United States, and, if appropriate, the state, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the Project; and will establish a proper accounting system in accordance with generally accepted accounting standards or agency directives;

C. Will establish safeguards to prohibit employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest or personal gain;

D. Will initiate and complete the work within the applicable project time periods;

E. Will comply with all applicable Federal statutes relating to nondiscrimination including, but not limited to:

i. Title VI of the Civil Rights Act, 42 U.S.C. 2000d, which prohibits discrimination on the basis of race, color, or national origin;

ii. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. 1681 through 1683, and 1685 through 1687, and U.S. DOT regulations, "Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance," 49 C.F.R. Part 25, which prohibit discrimination on the basis of sex;

iii. Section 504 of the Rehabilitation Act of 1973, as amended, 29 U .S.C. 794, which prohibits discrimination on the basis of handicap;

iv. The Age Discrimination Act of 1975, as amended, 42 U.S.C. 6101 through 6107, which prohibits discrimination on the basis of age;

v. The Drug Abuse, Prevention, Treatment and Rehabilitation Act, Public Law 92-255, and amendments thereto, 21 U.S.C. 1101 et seq. relating to nondiscrimination on the basis of drug abuse;

vi. The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970, Public Law 91 616, and amendments thereto, 42 U.S.C. 4541 et seq. relating to nondiscrimination on the basis of alcohol abuse or alcoholism;

vii. The Public Health Service Act of 1912, as amended, 42 U .S.C. 290dd-2 related to confidentiality of alcohol and drug abuse patient records;

viii. Title VIII of the Civil Rights Act, 42 U.S.C. 3601 et seq., relating to nondiscrimination in the sale, rental, or financing of housing;

ix. Any other nondiscrimination provisions in the specific statutes under which Federal assistance for the project may be provided including, but not limited, to 49 U.S.C. 5332, which prohibits discrimination on the basis of race, color, creed, national origin, sex, or age, and prohibits discrimination in employment or business opportunity, and Section 1101 (b) of SAFETEA-LU, and 23 U.S.C. 101 note, which provides for participation of disadvantaged business enterprises in transportation-related programs; and Any other nondiscrimination statute(s) that may apply to the project.

F. Will comply with all federal environmental standards applicable to the project, including but not limited To:

i. Institution of environmental quality control measures under the National Environmental Policy Act of 1969 and Executive Order 11514;

ii. Notification of violating facilities pursuant to Executive Order 11738;

iii. Protection of wetlands pursuant to Executive Order 11990;

iv. Evaluation of flood hazards in floodplains in accordance with Executive Order 11988;

v. Assurance of project consistency with the approved State management program developed under the Coastal Zone Management Act of 1972, 16 U.S.C. 1451 et seq.;

vi. Conformity of federal Actions to State (Clean Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended, 42 U.S.C. 7401 et seq.;

vii. Protection of underground sources of drinking water under the Safe Drinking Water Act of 1974, as amended;

viii. Protection of endangered species under the Endangered Species Act of 1973, as amended;

ix. The Wild and Scenic Rivers Act of 1968, 16 U.S.C. 1271 et seq., which relates to protecting components or potential components of the national wild scenic rivers system; and

x. Environmental impact and related procedures pursuant to 23 C.F.R. Part 771.

G. Will comply with all other federal statutes applicable to the Project, including but not limited to:

i. Title II and Ill of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, which provides for fair and equitable treatment of persons displaced whose property is acquired as a result of federal or federally assisted programs;

ii. The Hatch Act, 5 U.S.C. 1501-1508 and 7324-7328, which limits the political activities of employees whose principal employment activities are funded in whole or in part with federal funds;

iii. The Flood Disaster Protection Act of 1973, which requires the purchase of flood insurance in certain instances;

iv. Section 106 of the National Historic Preservation Act of 1966, as amended, 16 U .S.C. 4 70;

v. Executive Order 11593, which relates to identification and protection of historic properties;

vi. The Archaeological and Historic Preservation Act of 1974, 16 U.S.C. 469a-1 et seq.;

vii. The Laboratory Animal Welfare Act of 1966, as amended, 7 U.S.C. 2131 et seq., which relates to the care, handling, and treatment of warm-blooded animals held for research, teaching, or other activities supported by a federal award of assistance;

viii. The Lead-Based Paint Poisoning Prevention Act, 42 U.S.C. 4801 et seq., which relates to prohibiting the use of lead based paint in construction or rehabilitation of residence structures;

ix. The Single Audit Act Amendments of 1996 and 0MB Circular No. A-133, "Audits of States, Local Governments, and Non-Profit Organizations"; and

x. Use of parks, recreation areas, wildlife and waterfowl refuges, and historic sites pursuant to 23 C.F.R. Part 774 (Section 4(f) requirements).

12.5 Energy Conservation. To the extent applicable, the Vendor shall comply with mandatory standards and policies relating to energy efficiency that are contained in applicable state energy conservation plans issued in compliance with the Energy Policy and Conservation Act, 42 U.S.C. Section 6321 et seq.

12.6 Eligibility for Employment in the United States. The Vendor shall complete and keep on file, as appropriate, Immigration and Naturalization Service Employment Eligibility Forms (1I-9). These forms shall be used by the Vendor to verify that persons employed by the Vendor are eligible to work in the United States.

12.7 Buy America. As set forth in 49 U.S.C 5323U, and 49 C.F.R. Part 661, only steel, iron and manufactured products produced in the United States may be purchased with Federal funds unless the Secretary of Transportation determines that such domestic purchases would be inconsistent with the public interest; that such materials are not reasonably available and of satisfactory quality; or that inclusion of domestic materials will increase the cost of overall project contract by more than 25 percent. Clear justification for the purchase of non-domestic items must be in the form of a waiver request submitted to and approved by the Secretary of Transportation.

12.8 Davis Bacon. The Vendor shall include, in all contracts in excess of $2,000 for work on the Project that involves labor, provisions establishing minimum rates of wages, to be predetermined by the United States Secretary of Labor, in accordance with the Davis-Bacon Act, 40 U.S.C. 3141–3148, or 23 U.S.C. 113, as applicable, that contractors shall pay to skilled and unskilled labor, and such minimum rates shall be stated in the invitation for bids and shall be included in proposals or bids for the work.

12.9 Illinois Prevailing Wage Act. The Vendor shall not pay less than the prevailing rates of wages to all laborers, workmen, and mechanics performing work under this contract, and shall comply with the requirements of the Illinois Wages of Employees on Public Works Act (820 ILCS 130/1-12).

12.10 Third Party Disputes or Breaches. The Vendor agrees to pursue all legal rights available to it in the enforcement or defense of any third-party contract, and FHWA or U.S. DOT and the IFA reserve the right to concur in any compromise or settlement of any third-party contract claim involving the Vendor and its work related to the Project. The Vendor will notify FHWA or U.S. DOT and the IFA of any current or prospective major dispute pertaining to a third-party contract related to the Project. If the Vendor seeks to name the IFA or Site Host as a party to the litigation, the Vendor agrees to inform both FHWA or U.S. DOT and the IFA before doing so. The IFA retains a right to a proportionate share of any proceeds derived from any third-party recovery. Unless permitted otherwise by the IFA, the Vendor will credit the Project Account with any liquidated damages recovered. Nothing herein is intended to nor shall it waive U.S. DOT's, FHWA's or the IFA and Site Host's immunity to suit.

12.11 Fly America. Vendor will comply with 49 U.S.C. §40118, 4 C.F.R. §52 and U.S. GAO Guidelines B- 138942, 1981 U.S. Comp. Gen. LEXIS 2166, March 31, 1981 regarding costs of international air transportation by U.S. Flag air carriers. Preference for Recycled Products. To the extent applicable, the Vendor agrees to give preference to the purchase of recycled products for use in this Agreement pursuant to the various U.S. Environmental Protection Agency (EPA) guidelines, "Comprehensive Procurement Guidelines for Products Containing Recovered Materials," 40 C.F.R. Part 247, which implements section 6002 of the Resource Conservation and Recovery Act, as amended, 42 U.S.C. § 6962.

12.12 Cargo Preference - Use of United States Flag Vessels. The Vendor agrees to comply with 46 U.S.C.§ 55305 and 46 C.F.R. Part 381, to the extent those regulations apply to this Agreement.

12.13 Additional Federal Terms Applicable to the Grant. Performance under this Agreement shall be governed by and in compliance with the Federal Highway Administration, Exhibits to Project-Specific Agreements under the Fiscal Year 2022 and Fiscal Year 2023 Charging and Fueling Infrastructure (CFI) Grant Program, effective as of March 1, 2024 (the “FHA Exhibits”), as applicable the Vendor. The FHA Exhibits are incorporated into this Agreement by reference.