EXHIBIT D

SITE HOST AGREEMENT FOR ELECTRIC VEHICLE CHARGERS UNDER THE ILLINOIS FINANCE AUTHORITY CHARGING AND FUELING INFRASTRUCTURE PROGRAM This Agreement (“Agreement”) is made effective as of (the “Effective Date”), by and between:

[Provider Name], a [Legal Entity Type] with a principal place of business at [Address] (“Provider”), and [Site Host Name], a [Legal Entity Type] with a principal place of business at [Address] (“Host”).

WHEREAS, Provider desires to install and operate electric vehicle (EV) chargers at the Host’s premises located at [Address of Host Site] (the “Site”) consistent with the terms and conditions outlined in the contract between the Illinois Finance Authority (“IFA” and Provider (the “Underlying Agreement”) (a copy of the Underlying Agreement is attached and incorporated herein as Exhibit A) and the [Intergovernmental Agreement/Memorandum of Understanding] between the Host and IFA (the “[IGA/MOU,” a copy of which is attached as Exhibit C) , and

WHEREAS, Host agrees to allow Provider to install, operate, and maintain said EV chargers at the Site under the terms set forth in this Agreement and the Underlying Agreement and the [IGA/MOU].

Now, therefore, in consideration of the mutual promises, covenants, and conditions set forth herein, the parties agree as follows:

1. Term of Agreement The term of this Agreement shall be the period beginning with the Effective Date and ending at the conclusion of the Operating Period as defined in the Underlying Agreement (i.e., the five-year period beginning on the date IFA confirms acceptance of the installed charging station) unless terminated by the Host prior to the end of the Operating Period.

2. Scope of Work Provider will install, operate, and maintain a number of electric vehicle chargers as agreed upon by both parties and as set forth in the [IGA/MOU]. Specific details of the chargers to be installed, including quantity, type, and location within the Site, are described in Exhibit B. For purposes of this Agreement, the term “Provider” includes all subcontractors utilized by Provider in completing the services required under this Agreement. For the avoidance of doubt, Provider remains fully responsible for obligations, services, and functions performed by its subcontractors to the same extent as if such obligations, services, and functions were performed by Provider’s employees or agents and for purposes of this Agreement such work will be deemed work performed by Provider. If Provider’s subcontractor fails to perform in accordance with the terms of its subcontract, Provider shall complete or pay to have completed the work which the subcontractor failed to complete at no additional cost or expense to the Host. In the event of any noncompliance by any subcontractors, Provider shall be directly and wholly responsible for the noncompliance of its subcontractors and shall bear all attributable costs.

3. Installation and Setup

· 3.1. Provider will install EV chargers at the Site consistent with the requirements of the Underlying Agreement and this Agreement. For the avoidance of doubt, unless specified in the Underlying Agreement, Provider shall be responsible for all costs associated with the installation of the EV chargers and related equipment at the Site. Provider shall be solely responsible for the procurement and purchase of the EV chargers and related equipment and for all costs associated with the installation of such EV chargers and related equipment.

· 3.2. Host agrees to provide unrestricted access to the Site for construction, installation, operation, and maintenance of the chargers, and to grant any utility any easements necessary for the installation of the chargers during the term of this Agreement.

· 3.3. Except for the installation, operation and maintenance of the chargers and activities incidental thereto, Provider shall not make any alterations, changes in or additions to the Site without the prior written consent of the Host.

4. Maintenance and Operations

· 4.1. Provider will be responsible for coordinating the operation and maintenance of the EV chargers throughout the term of this Agreement including, without limitation, all routine and regularly scheduled maintenance and all emergency maintenance.

· 4.2. Provider shall use commercially reasonable efforts to maintain functional availability of the charging stations with a minimum 97% uptime per charger, calculated per NEVI Standard 680.116(b), as outlined in the Underlying Agreement.

· 4.3. Host will notify Provider promptly if there are any issues with the chargers or the Site’s infrastructure affecting the chargers.

· 4.4. Provider shall be responsible for all customer-service support.

· 4.5. Host shall not transfer, assign, encumber, or otherwise pledge the chargers.

· 4.6. Host will use reasonable efforts to prevent damage and vandalism of the chargers.

· 4.7. Host will maintain the location of the chargers to the same standard as it maintains its property.

5. Revenue Sharing

· 5.1. Customer use of the chargers will generate revenue. The Host will set the charging rates, provided that such rates are reasonable as required under 23 C.F.R. Part 680. The Host will receive all revenue from the use of the EV chargers, less credit card processing fees (8% of the charging fee per charge), energy utility costs of operating the chargers and the charging of electric vehicles, and any applicable taxes (“Net Revenue”).

· 5.2. If requested by the Host, Provider may install a dedicated meter or sub-meter to accurately measure electricity consumed by EV charging equipment. Provider shall provide the Host with monthly statements itemizing gross charging revenue, applicable offsets, and the resulting net payment due to the Site Host. Payment will be made to Host on the fifteenth of each month, and be made via ACH unless otherwise agreed between the parties.

6. Liability and Insurance

· 6.1. Host shall have no liability for damage to the EV chargers except to the extent such damage is caused by the Host’s gross negligence or willful misconduct.

· 6.2. Provider shall carry the insurance required under the Underlying Agreement related to the installation, operation and maintenance of the EV chargers. With respect to any insurance required to be held by the Provider under the Underlying Agreement, Provider agrees to include Host as an additional insured with respect to liability arising out of the use or maintenance of the EV chargers or related equipment.

7. Access and Use

· 7.1. Host agrees to provide Provider, its agents, and contractors access to the Site during normal business hours for the purposes of installation, maintenance, and repairs.

· 7.2. Host shall not modify, relocate, or otherwise interfere with the EV chargers without prior written consent from Provider.

· 7.3. Host will not knowingly allow the chargers to be opened, accessed, modified, or repaired by any person other than the Provider or Provider’s contractors without IFA’s advanced approval.

8. Term and Termination

· 8.1. This Agreement may be terminated by the Host upon 30 days' written notice to Provider; provided, however, that the Host agrees to not take any such action without advance written approval from the IFA.

· 8.2. Upon expiration of this Agreement, Host will assume all responsibilities related to the EV Chargers on the Site.

9. Ownership and Title Following installation at the Site, the Host shall have ownership of any EV Charger and related equipment.

10. Confidentiality Both parties agree to maintain the confidentiality of any proprietary information disclosed during the term of this Agreement, including pricing, installation details, business practices, and customer data; provided, however, that Provider recognizes that Site Host (if it is a public body) is subject to certain transparency laws including the Illinois Freedom of Information Act (5 ILCS 140 et seq.) and Provider agrees to make no claim against Site Host for disclosing any document that is required to be disclosed under that Act.

11. Indemnification

· 11.1. Provider shall indemnify and hold harmless Host against any claims, damages, or liabilities arising from the installation, operation, or maintenance of the EV chargers, except in cases of Host’s negligence.

· 11.2. Host shall indemnify and hold harmless Provider against any claims, damages, or liabilities arising from Host’s negligence or failure to comply with the terms of this Agreement.

12. Force Majeure Neither party shall be held liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, or government restrictions.

13. Federal Grant Requirements

· 13.1. For the avoidance of doubt, the parties agree that Provider and related entities shall have unrestricted access and control of the Site for purposes of constructing, operating, and maintaining the Project from the Effective Date of this Agreement through the end of the Operating Period.

· 13.2. During the Operating Period, the public, including without limitation subscribers and customers, shall be able to enter and use the Site and EV chargers.

· 13.3. IFA and the Illinois Department of Transportation, FHWA, their employees, agents, representatives, invitees, and contractors, have the right to enter the Site at any time without notice, to observe, inspect, photograph or otherwise document the EV charger and related equipment.

· 13.4. For the avoidance of doubt, the IFA is designated as a third-party beneficiary of this Agreement for purposes of administering the Underlying Agreement and related EV program requirements.

14. Miscellaneous

· 14.1. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements.

· 14.2. Any amendments to this Agreement must be made in writing and signed by both parties.

· 14.3. This Agreement shall be governed by the laws of the State of Illinois.

· 14.4. In the event of any dispute between the parties, the parties shall negotiate in good faith to resolve any disagreements and will consult with IFA to determine whether the dispute may be resolved in accordance with the Underlying Agreement and [MOU/IGA] prior to commencing any legal action.

· 14.5. All notices and other communications provided under this Site Host Agreement must be in writing and delivered by: (a) personal delivery; (b) confirmed receipt of email; (c) return receipt of postage prepaid registered or certified mail; or (d) delivery confirmation by commercial overnight carrier. Notice is effective upon receipt. Notice shall be given to:

· Site Host

· Provider

15. Signatures By signing below, both parties agree to the terms and conditions outlined in this Site Host Agreement for EV chargers.

[Provider Name] Signature:

Printed Name:

Title:

Date:

[Site Host Name] Signature:

Name:

Title:

Date:

Exhibits:

· Exhibit A: Agreement Between Provider and IFA

· Exhibit B: Details of Installation (Number of Chargers, Locations, etc.)

· Exhibit C: [MOU/IGA] between IFA and Site Host image2.png image1.png