3. Exhibit C. Scope of Services Deliverables and Milestones.docx

EXHIBIT C

SUPPLEMENTAL SCOPE OF SERVICES, DELIVERABLES AND MILESTONES

1. Period of Performance and Operating Period. For the purposes of this Agreement the “Period of Performance” shall include the length of time during which the Vendor is obligated to provide Operations and Maintenance services for the EV charging station, which is a period of not less than 5 years from the initial date of operation of the EV charging station (the “Operating Period,” as defined below). The Operating Period will begin on the “Initial Operation Date”, as defined in this Exhibit. These obligations survive the term of the Agreement.

2. Compliance with Applicable Law. Vendor shall, and will contractually require, that its personnel and subcontractors abide by and conform to all applicable local, state, and federal laws, regulations, ordinances, and standards (“Applicable Laws”) in the performance of the Project. Without limiting any other duty or obligation of Vendor, Vendor shall ensure that all Project installations, Charging Stations, and EV Chargers comply with local, state, and federal accessibility guidelines. To the extent the Vendor utilizes any subcontractors, it shall ensure that its contracts require its subcontractors to comply with Applicable Laws and applicable accessibility guidelines.

3. Cybersecurity. Vendor shall be responsible for cybersecurity as it relates to operating, maintaining, and data sharing for the EVSE. Vendor shall ensure that any subcontractors engaged under the Agreement comply with all applicable provisions of the National Electric Vehicle Infrastructure program (the “NEVI Program,”) and that such compliance is reflected in their subcontract terms.

4. Additional NEVI Program Specifications. Vendor and its subcontractors shall also comply with the following requirements relating to the NEVI Program’s EVSE uptime requirements:

Vendor shall ensure compliance with the NEVI Program uptime requirement and the maintenance and stewardship obligations. Noncompliance with the 97% Uptime requirement or with the maintenance and stewardship obligations during the Operating Period are grounds for IFA to find an event of default under the Agreement. If IFA makes a determination of non-compliance with either of these requirements, IFA may avail itself of any remedies allowed 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.

Vendor shall ensure that each EVSE port achieves a minimum annual uptime of 97%, excluding scheduled maintenance and utility power outages beyond the Vendor’s control. Failure to meet this uptime threshold shall result in a financial penalty of $100 per charger, per day, for each day the uptime requirement is not met, up to a maximum of $15,000 per charger per year. Vendor shall provide monthly uptime reports and notify IFA within 24 hours of any outage exceeding four consecutive hours. Repeated failure to meet uptime requirements may result in termination for cause.

Additional Definitions Applicable to this Exhibit and the Agreement:

“Agreement” refers to the contract between the Vendor and the Agency.

“Charger” means a device with one or more charging ports and connectors for charging EVs. Also referred to as Electric Vehicle Supply Equipment (EVSE).

“Charging Network” means the digital communication network that remotely manages the chargers.

“Charging Network Provider” or “Charging Station Operator” means the entity that operates the digital communication network that remotely manages the chargers. Charging Network Providers may also serve as charging station operators and/or manufacture chargers.

“Charging port” means the system within a charger that charges one EV. A charging port may have multiple connectors, but it can provide power to charge only one EV through one connector at a time.

“Charging Station” means the area in the immediate vicinity of a group of chargers and includes the chargers, supporting equipment, parking areas adjacent to the chargers, and lanes for vehicle ingress and egress. A charging station could comprise only part of the property on which it is located.

“Construction Invoice” means the invoice submitted by the Vendor for Eligible Project Costs incurred during the Design and Construction Period.

“Deliverable” means any document, work-product, or other written or electronic end product or item required under the Agreement to be delivered or submitted to the IFA. “Deliverable” does not include notices or correspondence.

“Design and Construction Period” means the period beginning on the Effective Date of the Agreement and ending on the Initial Operation Date specified in the Notice of Acceptance.

“EV-ChART” refers to the national database and analytics platform that is used to submit all federal data requirements to the Federal Highway Association in accordance with 23 C.F.R. 680.112.

“EVITP” refers to a comprehensive training program for the installation of electric vehicle supply equipment.

“Initial Operation Date” means the date specified in the Notice of Acceptance by which the Project must be fully operational and open to the public 24 hours per day, 7 days per week, year-round.

“Notice of Acceptance” means a written notification sent by the IFA to the Vendor specifying the acceptance of the installed charging station. The Notice of Acceptance will include an Initial Operation Date that marks the start of the Operating Period.

“O&M Invoice” means the invoice submitted by the Vendor for Eligible Project Costs incurred during the Operating Period.

“Operating Period” means the length of time during which Vendor is obligated to provide Operations and Maintenance services for the EV charging station. The Operating Period for the Agreement is 5 years or 60 months. The Operating Period will begin on the Initial Operation Date identified in the Notice of Acceptance

“Operating Year” means each 12-month period following the Initial Operation Date until the conclusion of the Period of Performance.

“O&M” means operation and maintenance of the Charging Stations.

“Project” means the planning, design, construction, operation, and maintenance of a publicly accessible EV charging station.

“Site” means the real property, improvements, and fixtures located at the address specified in Exhibit D.1 of the Agreement.

“Site Host” means the owner of the physical location where the EV charging equipment is installed. A Site Host Agreement must be established between the Vendor and Site Host.

“Uptime” refers to the time over the previous 12 months when a charger’s hardware and software are both online and available for use or in use, and the charging port successfully dispenses electricity in accordance with requirements for minimum power level. The minimum uptime requirement for the NEVI Program is for each charging port to have an average annual uptime of greater than 97%, as defined in 23 C.F.R. 680.116.

OVERSIGHT OF DELIVERABLES

Vendor shall not interfere with, any review, inspection, or Oversight of Deliverables or of Work that IFA or any Site Host may be entitled to conduct pursuant to the Agreement or applicable Law. The IFA expressly reserves the right to review and require changes of all Deliverables to ensure that the Vendor is meeting program requirements.

Vendor shall respond to and use reasonable efforts to accommodate or otherwise resolve all comments and objections to Deliverables submitted by IFA. The Parties shall communicate promptly about any comments or objections raised by IFA.

IFA and the Vendor shall remain in regular contact to discuss Deliverables and whether IFA, and or the Site Host (as applicable), believes the Vendor will be able to meet Deliverable due dates.

Vendor shall accommodate IFA’s reasonable requests for progress meetings, virtual or in-person, from time to time during design and construction and during the Operating Period.

The Vendor shall strive to meet the Deliverable due dates specified.

DELAYS

If at any time the Vendor becomes aware that there will be or is likely to be a delay in the work such that Deliverables identified in this Exhibit will be significantly delayed, Vendor shall as soon as reasonably practicable and in any event within ten (10) Business Days of becoming aware of the likely delay give notice to IFA to that effect, specifying (a) the reason for the delay or likely delay, and (b) an estimate of the likely effect on the most recent Project Schedule of such delay or likely delay, taking into account any measures that Vendor proposes to adopt to mitigate the consequences of the delay.