This Amending Agreement No. 5 is made as of the date of last signature

BETWEEN: HER MAJESTY THE QUEEN IN RIGHT OF CANADA, as represented by the Minister of Infrastructure and Communities ("Canada")

AND: HER MAJESTY THE QUEEN IN RIGHT OF NEW BRUNSWICK, as represented by the Minister of Regional Development Corporation ("New Brunswick")

individually referred to as a "Party" and collectively referred to as the "Parties".

WHEREAS the Minister of Infrastructure and Communities is responsible for the Program entitled the Investing in Canada Infrastructure Program (ICIP);

WHEREAS the Parties entered into an Agreement dated March 14, 2018, setting out the terms and conditions for Canada's contribution under the Canada-New Brunswick Integrated Bilateral Agreement for the ICIP ("the Agreement");

WHEREAS the Parties amended the Agreement ("Amending Agreement No. 1") on August 6, 2019;

WHEREAS the Parties amended the Agreement ("Amending Agreement No. 2") on October 8, 2020;

WHEREAS the Parties amended the Agreement ("Amending Agreement No. 3") on January 14, 2021;

WHEREAS the Parties amended the Agreement ("Amending Agreement No. 4") on January 26, 2021;

WHEREAS the Parties wish to amend the Agreement to reflect changes made to the ICIP ("Amending Agreement No. 5"), including the addition of a fifth project category to the COVID-19 resilience infrastructure stream to support ventilation improvements in publicly-owned buildings;

NOW THEREFORE, in accordance with the mutual covenants and agreements herein, the Parties agree as follows:

1. Amendments to the Agreement

1.1 Paragraph a) of Section 3 (Commitments by Canada) is deleted and replaced by:

1. Canada agrees to provide contribution funding to New Brunswick for each of the Program's contribution streams in an amount outlined in Schedule A.1 (Contribution Funding) and to be paid in accordance with Schedules A.2, A.3, A.4, A.5, A.6 and A.7, as applicable. The total amount of contribution funding provided to New Brunswick by Canada under all streams taken together of this Agreement will be up to six hundred seventy-eight million eight hundred eighty-three thousand four hundred fifty-two dollars ($678,883,452).

1.2 Paragraph c) of Section 4 (Commitments by New Brunswick) is deleted and replaced by:

3. For Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, and the rural and northern communities infrastructure stream New Brunswick will ensure that all Projects are Substantially Completed by October 31st, 2027. For Projects funded under the COVID-19 resilience infrastructure stream, New Brunswick will ensure that all Projects are Substantially Completed by December 31st, 2023, or by December 31st, 2024 if the Project is in a Remote Community, except for Projects funded under category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects), for which New Brunswick will ensure that all Projects are Substantially Completed by March 31st, 2023.

1.3 Paragraph p) of Section 4 (Commitments by New Brunswick) is deleted and replaced by:

16. New Brunswick will submit for Canada's review and approval all projects to be considered for contribution funding under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, and the rural and northern communities infrastructure stream by March 31st, 2025.

1.4 Paragraph r) of Section 4 (Commitments by New Brunswick) is deleted and replaced by:

18. New Brunswick may allocate a maximum of six million seven hundred eighty-eight thousand eight hundred thirty-five dollars ($6,788,835) from its total contribution funding under this Agreement to planning Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation stream, the rural and northern communities infrastructure stream, and category 5 of the COVID-19 resilience infrastructure stream, in accordance with paragraph ii) of section A.2 b) (Eligible Projects) and sections A.3 c), A.4 c), A.5 b), A.6 b) and A.7 b) of Schedule A (Program Details).

1.5 Paragraph u) of Section 4 (Commitments by New Brunswick) is deleted and replaced by:

21. New Brunswick acknowledges that for any Project with a federally required Construction Start date of September 30th, 2023, as set out in A.3 f) ii., A.4 f) i. b), A.4 f) ii. e), A.6 e) i. c) and A.7 e) iii., if Construction Start for the Project does not occur by September 30th, 2023 Canada will cancel the Project under this Agreement and return Canada's approved contribution funding for the Project to the stream under which the Project was originally funded.

1.6 Paragraph v), as set out below, is added to Section 4 (Commitments by New Brunswick):

22. New Brunswick will allocate a minimum of five million six hundred sixty-five thousand eight hundred eighty-four dollars ($5,665,884) from the COVID-19 resilience infrastructure contribution funding allocation under section A.1 a) v. of Schedule A.1 (Contribution Funding) to Projects in category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects).

1.7 Paragraph a) of Section 7 (Oversight Committee) is deleted and replaced by:

1. Within sixty (60) business days of the date of last signature of this Agreement, the Parties will establish one or more Oversight Committee(s) co-chaired by representatives of Canada and New Brunswick. The Oversight Committee(s), which will meet annually at a minimum, will:
   1. monitor compliance of the implementation of this Agreement with the terms and conditions of this Agreement;
   2. act as a forum to resolve potential issues and address concerns;
   3. review and, as necessary, recommend to the Parties amendments to the Agreement;
   4. monitor the implementation of Schedule B (Communications Protocol);
   5. approve and ensure audit plans are carried out as per this Agreement, including but not limited to section 18 (Audit);
   6. monitor the implementation of the New Brunswick infrastructure plan described in section 8 (New Brunswick Infrastructure Plan) and progress towards achieving the targets outlined in paragraph q) of section 4 (Commitments by New Brunswick);
   7. monitor Project risk and mitigation measures; and
   8. attend to any other function required by this Agreement or as mutually directed by the Parties.

1.8 Paragraph a) of Section 14 (Reporting) is deleted and replaced by:

1. Unless otherwise agreed to by Canada, New Brunswick will submit to Canada, no later than May 31st and November 30th each Fiscal Year, a Project progress report to Canada's satisfaction that includes all Projects except:
   1. Projects where an Ultimate Recipient is a community with a population of less than five thousand (5,000) people, which will be included in the Project progress report submitted to Canada, no later than November 30th each Fiscal Year.

1.9 Paragraph c) of Section 14 (Reporting) is deleted and replaced by:

3. For all Projects funded under the COVID-19 resilience infrastructure stream, each Project progress report will include an attestation in a format acceptable to Canada from a delegated official that the information in the report is accurate and, in instances where the progress report includes a claim in accordance with section 15 (Claims and Payments), that Eligible Expenditures have been Incurred in accordance with this Agreement.
   1. Each Project progress report will include the following information for each Project:
      1. Estimated total Eligible Expenditures 
      2. Total Eligible Expenditures to date
      3. Progress tracker (e.g. percent completed)
      4. Construction Start and end dates (forecasted/actual)
      5. Confirmation of installed Project signage, if applicable

1.10 Paragraph e) of Section 14 (Reporting) is deleted and replaced by:

5. For all Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, and the rural and northern communities infrastructure stream, New Brunswick will complete all reporting requirements as defined under paragraphs a), b) and d) in this section, to Canada's satisfaction, no later than December 31st, 2027. For Projects funded under the COVID-19 resilience infrastructure stream, New Brunswick will complete all reporting requirements as defined under paragraphs a) and c) in this section, to Canada's satisfaction, no later than July 31st, 2024, or July 31st, 2025 for Projects in Remote Communities.

1.11 Paragraph b) of Section 15.1 (Claims and Payments) is deleted and replaced by:

2. For Projects funded under the COVID-19 resilience infrastructure stream, New Brunswick will submit a claim to Canada covering Eligible Expenditures on a semi-annual basis at a minimum, to Canada's satisfaction. Each claim will include an attestation in a format acceptable to Canada from a delegated official, that Eligible Expenditures have been Incurred in accordance with this Agreement and New Brunswick is in compliance with progress reporting requirements as described in section 14 (Reporting). For Projects funded under the COVID-19 resilience infrastructure stream, New Brunswick  may choose to submit a claim to Canada as part of the Project progress report, as set out in section 14 (Reporting).

1.12 Paragraph c) of Section 15.1 (Claims and Payments) is deleted and replaced by:

3. For Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, and the rural and northern communities infrastructure stream, New Brunswick will submit a final claim to Canada covering Eligible Expenditures no later than December 31st, 2027 to Canada's satisfaction. For all Projects funded under the COVID-19 resilience infrastructure stream, New Brunswick will submit a final claim to Canada covering Eligible Expenditures no later than July 31st, 2024, or July 31st, 2025 for Projects in Remote Communities.

1.13 Paragraph e) of Section 15.1 (Claims and Payments) is deleted and replaced by:

5. For Projects funded under the COVID-19 resilience infrastructure stream, Canada will make a payment to New Brunswick, subject to the terms and conditions of this Agreement, promptly upon review and acceptance of a claim or of a progress report where New Brunswick chooses to submit a claim as part of the progress report, as set out in section 14 (Reporting).

1.14 Paragraph b) of Section 15.3 (Payment Deadline) is deleted and replaced by:

2. For all Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, and the rural and northern communities infrastructure stream, Canada will make the final payment no later than March 31st, 2028. For all Projects funded under the COVID-19 resilience infrastructure stream, Canada will make the final payment no later than October 31st, 2024, or October 31st, 2025 for Projects in Remote Communities.

1.15 Section 25.7 (Counterpart Signature) is deleted and replaced by:

25.7 Counterpart Signature

1. This Agreement may be signed in counterpart, and the signed copies will, when attached, constitute an original agreement. Any facsimile or electronic transmitted copies hereof bearing a manual, facsimile or other electronic signature shall, for all purposes, be deemed originals and will be binding on the Parties hereto. For greater clarity, the electronic signature shall be reputed to constitute, much like wet ink, the best evidence available of consent of the Parties to the terms of this Agreement. For the purposes of this agreement, "electronic signature" means a signature that consists of one or more letters, characters, numbers or other symbols in digital form incorporated in, attached to or associated with an electronic version of this Agreement.

1.16 Paragraph a) v. of Schedule A.1 (Contribution Funding) is deleted and replaced by:

22. under the COVID-19 resilience infrastructure stream, up to seventy-two million nine hundred eighty-seven thousand six hundred forty dollars ($72,987,640), to be paid in accordance with A.2 (General Program Requirements) and A.7 (COVID-19 Resilience Infrastructure), which includes a minimum of five million six hundred sixty-five thousand eight hundred eighty-four dollars ($5,665,884) to be allocated to Projects approved under category 5 of the COVID-19 resilience infrastructure stream.

1.17 Paragraph b) of Schedule A.1 (Contribution Funding) is deleted and replaced by:

2. Fiscal Year Breakdown
   Canada's total contribution funding under each stream will be allocated in accordance with that stream's estimated maximum amount as set out in the All Streams Estimated Fiscal Year Breakdown Table, as updated through administrative processes:

   All Streams Estimated Fiscal Year Breakdown Table

   	Public Transit – Canada ($M)	Green Infrastructure – Canada ($M)	Community, Culture and Recreation Infrastructure – Canada ($M)	Rural and Northern Communities Infrastructure – Canada ($M)	COVID-19 Resilience Infrastructure – Canada ($M)
   2018-2019	27,680	58,158	535,557	878,286
   2019-2020	23,845	2,330,279	448,966	7,934,598
   2020-2021	107,855	2,205,704	530,071	3,369,802	100,800
   2021-2022	17,000,000	17,000,000	10,000,000	50,000,000	57,000,000
   2022-2023	17,000,000	55,000,000	7,000,000	30,000,000	10,000,000
   2023-2024	17,000,000	55,000,000	6,000,000	18,000,000	5,886,840
   2024-2025	17,000,000	55,000,000	6,000,000	4,450,950	0
   2025-2026	17,000,000	55,000,000	6,000,000	0	0
   2026-2027	17,000,000	55,000,000	6,000,000	0
   2027-2028	13,883,461	32,395,156	3,715,444	0
   TOTAL	116,042,841	328,989,297	46,230,038	114,633,636	72,987,640

1.18 Paragraph b) ii. of Schedule A.2 (General Program Requirements) is deleted and replaced by:

2. Planning projects can be considered eligible Projects if they support the eventual construction of an infrastructure project that aligns with at least one of the outcomes listed in the outcomes tables in sections A.3 c), A.4 c), A.5 b) and A.6 b) of this Schedule or comply with category 5 of the COVID-19 resilience infrastructure stream, as set out in section A.7 b) of this Schedule.

1.19 Paragraph c) iv. of Schedule A.2 (General Program Requirements) is deleted and replaced by:

4. Costs will only be eligible as of Project approval, except for the following costs which are eligible if Incurred before a Project is approved by Canada for contribution funding under this Agreement, but can only be paid if and when that Project is approved by Canada:
   1. Costs associated with completing climate lens assessments as outlined in paragraph h) of section 4 (Commitments by New Brunswick);
   2. Costs associated with Aboriginal consultation and engagement activities, which are retroactively eligible from February 15, 2018 for Projects approved after February 7, 2019; and
   3. Costs associated with Projects funded under category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects), which are retroactively eligible to December 1, 2020 for Projects approved by March 31, 2022.

1.20 Paragraph e) i. of Schedule A.2 (General Program Requirements) is deleted and replaced by:

1. Costs Incurred before a Project is approved by Canada and any and all expenditures related to contracts signed prior to Canada's approval of a Project, except for:
   1. Costs associated with completing climate lens assessments as outlined in paragraph h) of section 4 (Commitments by New Brunswick);
   2. Costs associated with Aboriginal consultation and engagement activities, which are retroactively eligible from February 15, 2018 for Projects approved after February 7, 2019; and
   3. Costs associated with Projects funded under category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects), which are retroactively eligible to December 1, 2020 for Projects approved by March 31, 2022.

1.21 Paragraph e) x. of Schedule A.2 (General Program Requirements) is deleted and replaced by:

10. Costs associated with operating expenses and regularly scheduled maintenance work, with the exception of:
    1. essential capital equipment purchased at the onset of the construction/acquisition of the main Asset and approved by Canada; or
    2. operating and maintenance expenses associated with Projects funded under category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects).

1.22 Paragraph e) xi. of Schedule A.2 (General Program Requirements) is deleted and replaced by:

11. Costs related to furnishing and non-fixed assets which are not essential for the operation of the Asset/Project, with the exception of temporary infrastructure and non-fixed assets funded under the COVID-19 resilience infrastructure stream, as approved by Canada;

1.23 Paragraph b) i. a) of Schedule A.3 (Public Transit) is deleted and replaced by:

1. Unless otherwise agreed to by Canada, New Brunswick agrees to allocate Canada's public transit stream contribution funding to each Ultimate Recipient based solely on ridership as set out in the Public Transit Sub-Allocation Table:

   Public Transit Sub-Allocation Table

   Ultimate Recipient	Ridership
   Moncton, Dieppe and Riverview (operated by Codiac Transpo)	2,269,199
   Saint John	2,220,054
   Fredericton	1,391,080
   Miramichi	54,500

1.24 Paragraphs d) ii. and d) iii. of Schedule A.3 (Public Transit) are deleted and replaced by:

2. involves inter-community bus, rail, port and ferry infrastructure that is not part of a public transit system, unless Construction Start for the project can occur by September 30th, 2023; or
3. is a stand-alone pathway or active transportation project, unless Construction Start for the project can occur by September 30th, 2023.

1.25 Paragraph f) ii. of Schedule A.3 (Public Transit) is deleted and replaced by:

2. Construction Start must occur by September 30th, 2023 for any Project that is a stand-alone pathway or active transportation Project, or an inter-community bus, rail, port and ferry infrastructure Project that is not part of a public transit system.

1.26 Paragraph d) i. b) of Schedule A.4 (Green Infrastructure) is deleted and replaced by:

2. involves inter-city bus, rail, port and ferry infrastructure that is not part of a public transit system, unless Construction Start for the project can occur by September 30th, 2023; 

1.27 Paragraph d) iii. of Schedule A.4 (Green Infrastructure) is deleted and replaced by:

3. When a project aligns with an environmental quality outcome in the Green Infrastructure Outcomes Table, it is not eligible for contribution funding under this Agreement if it is a pathway or active transportation project, unless Construction Start for the project can occur by September 30th, 2023.

1.28 Paragraph f) i. b) of Schedule A.4 (Green Infrastructure) is deleted and replaced by:

2. Construction Start must occur by September 30th, 2023 for any Project that is an inter-community bus, rail, port and ferry infrastructure Project that is not part of a public transit system.

1.29 Paragraphs f) ii. d) and f) ii. e) of Schedule A.4 (Green Infrastructure) are deleted and replaced by:

4. Projects that remediate soil pollutants must be undertaken on properties that are contaminated, as confirmed by a Phase II Environmental Site Assessment.
5. Construction Start must occur by September 30th, 2023 for any Project that is a pathway or active transportation Project.

1.30 Paragraphs c) i. c) and c) i. d) of Schedule A.5 (Community, Culture and Recreation Infrastructure) are deleted and replaced by:

3. is a religious site that serves as a place of assembly for religious purposes, which includes among others, a site, church, mosque, synagogue, temple, chapel (e.g., within a convent or seminary), shrine or meeting house;
4. is a sports facility that serves as a home facility for a professional or semi-professional sport team, such as those that serve major junior hockey leagues; or

1.31 Paragraph c) i. e), as set out below, is added to Schedule A.5 (Community, Culture and Recreation Infrastructure):

5. is a health facility or an education facility, unless it benefits Indigenous people by advancing the Truth and Reconciliation Commission's Calls to Action as approved by Canada.

1.32 Paragraph c) vi. of Schedule A.6 (Rural and Northern Communities Infrastructure) is deleted and replaced by:

4. is a mobile wireless project, unless Construction Start for the project can occur by September 30th, 2023.

1.33 Paragraph e) i. c) of Schedule A.6 (Rural and Northern Communities Infrastructure) is deleted and replaced by:

3. Construction Start must occur by September 30th, 2023 for any Project that is a mobile wireless Project.

1.34 Paragraph b) of Schedule A.7 (COVID-19 Resilience Infrastructure) is deleted and replaced by:

2. Eligible Projects
   Projects eligible for COVID-19 resilience infrastructure stream contribution funding under this Agreement must comply with a project category and sub-category in the COVID-19 Resilience Infrastructure Project Categories and Sub-Categories Table, as determined by Canada.

   COVID-19 Resilience Infrastructure Project Categories and Sub-Categories Table

   Project Categories	Project Sub-Categories
   1. Retrofits, repairs and upgrades	Municipal (local government) and provincial/territorial/Indigenous buildings. Health infrastructure. Educational Infrastructure.
   2. COVID-19 Resilience Infrastructure	Any public infrastructure asset* where the purpose of the project is to build, modify and/or reconfigure the asset to respond to the COVID-19 pandemic. This includes temporary infrastructure.
   3. Active transportation infrastructure	Active transportation infrastructure, including parks, trails, foot bridges, bike lanes and multi-use paths.
   4. Disaster mitigation and adaptation infrastructure	Any public infrastructure asset, including Natural Infrastructure, where the purpose of the project is to build, modify and, or reinforce to prevent, mitigate or protect against the impacts of climate change, disasters triggered by natural hazards, and extreme weather events. Any public infrastructure asset*, including Natural Infrastructure, where the purpose of the project is to build, modify and, or reinforce to prevent, mitigate or protect against floods and fires. Assets associated with afforestation and reforestation.
   5. Projects in publicly-owned buildings whose primary purpose is to increase outdoor air intake and/or increase air cleaning	Any publicly-owned infrastructure asset that serves populations that are more susceptible to poor outcomes if they contract COVID-19. Any publicly-owned infrastructure asset with high occupancies. Any publicly-owned infrastructure where activities take place that are at higher risk of infectious aerosol particle generation and COVID-19 transmission. Any publicly-owned infrastructure asset that remains open through lockdown, or is the last to close when restrictions are increased, in order to provide services. Any publicly-owned infrastructure asset that has been identified by public health authorities as higher risk for outbreaks based on local conditions.
   *For the purpose of this project category, public infrastructure asset includes not-for-profit and for-profit infrastructure projects where the project is for public use and/or benefit.

1.35 Paragraph c) of Schedule A.7 (COVID-19 Resilience Infrastructure) is deleted and replaced by:

3. Ineligible Projects
   When a project complies with a project category and sub-category in the COVID-19 Resilience Infrastructure Project Categories and Sub-Categories Table, it is not eligible for contribution funding under this Agreement if it:
   1. is tourism infrastructure;
   2. is a facility that serves as a home to a professional sports team;
   3. is a planning project, unless the project is funded under category 5; or
   4. is a project funded under category 5 that has a private sector for-profit Ultimate Recipient or a not-for-profit Ultimate Recipient.

1.36 Paragraph e) of Schedule A.7 (COVID-19 Resilience Infrastructure) is deleted and replaced by:

5. Federal Requirements
   Each Project that complies with a project category and sub-category in the COVID-19 Resilience Infrastructure Project Categories and Sub-Categories Table must meet the following requirements:
   1. A COVID-19 resilience infrastructure stream Project must not exceed ten million dollars ($10,000,000) in total estimated Eligible Expenditures.
   2. Construction Start for a COVID-19 resilience infrastructure stream Project must occur by September 30th, 2023, except for Projects funded under category 5 which do not have a Construction Start date.
   3. A COVID-19 resilience infrastructure stream Project must be Substantially Completed by December 31st, 2023, or by December 31st, 2024 if the Project is in a Remote Community, except for Projects funded under category 5 which must be Substantially Completed by March 31st, 2023.
   4. Projects funded under category 5 must be owned by a public-sector body.

2. Effect of amendments

• 2.1 All capitalized terms not otherwise defined herein have the meaning ascribed to them in the Agreement.
• 2.2 Except for the amendments provided for in this Amending Agreement No.5, the obligations, covenants, and terms and conditions set forth in the Agreement will continue to remain in full force and effect.
• 2.3 This Amending Agreement No. 5 may be signed in counterpart, and the signed copies will, when attached, constitute the original Amending Agreement No. 5 and will form part of the Agreement.
• 2.4 This Amending Agreement No. 5 shall be effective as of the date this agreement is signed by the last Party.

3. Signatures

This Amending Agreement No. 5 has been executed on behalf of Her Majesty the Queen in right of Canada by the Minister of Infrastructure and Communities and on behalf of Her Majesty the Queen in right of the Province of New Brunswick by the Minister responsible for the Regional Development Corporation.