This Amending Agreement No. 3 is made as of the date of last signature

BETWEEN: HIS MAJESTY THE KING IN RIGHT OF CANADA, as represented by the Minister of Infrastructure and Communities, hereinafter referred to as the Minister of Intergovernmental Affairs, Infrastructure and Communities (“Canada”)

AND: HIS MAJESTY THE KING IN RIGHT OF ONTARIO, as represented by the Minister of Infrastructure (“Ontario”)

individually referred to as a “Party” and collectively referred to as the “Parties”.

WHEREAS the Minister of Intergovernmental Affairs, Infrastructure and Communities is responsible for the Program entitled the Investing in Canada Infrastructure Program (the “Program”);

WHEREAS the Parties entered into an Agreement dated March 26, 2018, setting out the terms and conditions for Canada’s contribution under the Canada-Ontario Integrated Bilateral Agreement for the Program (the “Agreement”);

WHEREAS the Parties amended the Agreement as set out in Amending Agreement No. 1 on November 18, 2020;

WHEREAS the Parties amended the Agreement as set out in Amending Agreement No. 2 on August 6, 2021;

WHEREAS the Parties wish to amend the Agreement to reflect changes made to the Program (“Amending Agreement No. 3”), including additional funding for category 5 under the COVID-19 resilience infrastructure stream to support ventilation improvements in publicly-owned buildings, and a number of program changes introduced by Budget 2022;

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

1. Amendments to the Agreement

• 1.1. The definition of “Agreement End Date” in Section 1.1 (Definitions) is deleted and replaced by:
  “Agreement End Date” means March 31st, 2034.

• 1.2. Paragraph a) of Section 3 (Commitments by Canada) is deleted and replaced by:
  1. Canada agrees to provide contribution funding to Ontario 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 (General Program Requirements), A.3 (Public Transit), A.4 (Green Infrastructure), A.5 (Community, Culture and Recreation Infrastructure), A.6 (Rural and Northern Communities Infrastructure) and A.7 (COVID-19 Resilience Infrastructure), as applicable. The total amount of contribution funding provided to Ontario by Canada under all streams taken together of this Agreement will be up to ten billion four hundred and thirty million six hundred and one thousand two hundred and twenty-two dollars ($10,430,601,222).

• 1.3. Paragraph d) of Section 3 (Commitments by Canada) is deleted and replaced by:
  4. Canada agrees to review requests from Ontario to transfer part of the contribution funding indicated in sections A.1 a) i. through A.1 a) v. of Schedule A.1 (Contribution Funding) between Program streams.

• 1.4. Paragraph c) of Section 4 (Commitments by Ontario) 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 Ontario will ensure that all Projects are Substantially Completed on or before October 31st, 2033. For Projects funded under the COVID-19 resilience infrastructure stream, Ontario will ensure that, unless otherwise agreed to by Canada, all Projects are Substantially Completed on or before December 31st, 2023, or on or before December 31st, 2024 if the Project is in a Remote Community.

• 1.5. Paragraph p) of Section 4 (Commitments by Ontario) is deleted and replaced by:
  16. Ontario will submit for Canada’s review and approval all projects to be considered for contribution funding under this Agreement on or before March 31st, 2023.

• 1.6. Paragraph r) of Section 4 (Commitments by Ontario) is deleted and replaced by:
  18. Ontario may allocate a maximum of one hundred and four million three hundred and six thousand and twelve dollars ($104,306,012) 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) (Eligible Project Outcomes), A.4 c) (Eligible Project Outcomes), A.5 b) (Eligible Project Outcomes), A.6 b) (Eligible Project Outcomes) and A.7 b) (Eligible Projects) of Schedule A (Program Details).

• 1.7. Paragraph u) of Section 4 (Commitments by Ontario) is deleted and replaced by:
  21. Ontario 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) ii., if Construction Start for the Project does not occur by September 30th, 2023, Canada will cancel the Project under this Agreement.

• 1.8. Paragraph v) of Section 4 (Commitments by Ontario) is deleted and replaced by:
  22. Ontario will allocate a minimum of thirty-four million three hundred and twenty-one thousand five hundred and forty-three dollars ($34,321,543) 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).

• 1.9. Paragraph w), as set out below, is added to Section 4 (Commitments by Ontario):
  23. Ontario agrees that a maximum of twenty-six million four hundred and eighty-one thousand six hundred and seventy dollars ($26,481,670) from the COVID-19 resilience infrastructure contribution funding allocation under section A.1 a) v. of Schedule A.1 (Contribution Funding) may be allocated to school Projects in category 5, as set out in Schedule A.7 b) (Eligible Projects).

• 1.10. Paragraph a) of Section 14 (Reporting) is deleted and replaced by:
  1. Unless otherwise agreed to by Canada, Ontario will submit to Canada, on or before May 31st and November 30th in 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, on or before May 31^steach Fiscal Year.

• 1.11. 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, Ontario will complete all reporting requirements as defined under paragraphs a), b) and d) in this section, to Canada’s satisfaction, on or before December 31^st, 2033. For Projects funded under the COVID-19 resilience infrastructure stream, Ontario will complete all reporting requirements as defined under paragraphs a) and c) in this section, to Canada’s satisfaction, on or before July 31^st 2024, or July 31^st 2025 for Projects in Remote Communities, unless otherwise agreed to by Canada.

• 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, Ontario will submit a final claim to Canada covering Eligible Expenditures on or before December 31st, 2033 to Canada’s satisfaction. For all Projects funded under the COVID-19 resilience infrastructure stream, Ontario will submit a final claim to Canada covering Eligible Expenditures on or before July 31st 2024, or July 31st 2025 for Projects in Remote Communities, unless otherwise agreed to by Canada.

• 1.13. 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 on or before March 31st, 2034. For all Projects funded under the COVID-19 resilience infrastructure stream, Canada will make the final payment on or before October 31st, 2024, or October 31st, 2025 for Projects in Remote Communities, unless otherwise agreed to by Canada.

• 1.14. Schedule A.1 (Contribution Funding) is deleted and replaced by:
  A.1 Contribution Funding
  1. Contribution by Canada
     In accordance with section 3 (Commitments by Canada), Canada agrees to provide contribution funding to Ontario for Projects under each of the Program streams as follows:
     1. under the public transit stream, up to seven billion four hundred and fifty-nine million five hundred and sixty-two thousand five hundred and sixty-nine dollars ($7,459,562,569), to be paid in accordance with Schedules A.2 (General Program Requirements) and A.3 (Public Transit);
     2. under the green infrastructure stream, up to one billion three hundred and sixty-seven million seven hundred and eighty-nine thousand six hundred and sixty-three dollars ($1,367,789,663), to be paid in accordance with Schedules A.2 (General Program Requirements) and A.4 (Green Infrastructure);
     3. under the community, culture and recreation infrastructure stream, up to four hundred and forty-five million one hundred and thirty-five thousand and forty dollars ($445,135,040), to be paid in accordance with A.2 (General Program Requirements) and A.5 (Community, Culture and Recreation Infrastructure);
     4. under the rural and northern communities infrastructure stream, up to two hundred and eighty-three million seven hundred and ninety-two thousand four hundred and seven dollars ($283,792,407) to be paid in accordance with Schedules A.2 (General Program Requirements) and A.6 (Rural and Northern Communities Infrastructure); and
     5. under the COVID-19 resilience infrastructure stream, up to eight hundred and seventy-four million three hundred and twenty-one thousand five hundred and forty-three dollars ($874,321,543), to be paid in accordance with A.2 (General Program Requirements) and A.7 (COVID-19 Resilience Infrastructure), which includes a minimum of thirty-four million three hundred and twenty-one thousand five hundred and forty-three dollars ($34,321,543) to be allocated to Projects approved under category 5 of the COVID-19 resilience infrastructure stream.

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	$0.00	$0.00	$0.00	$0.00
2019-2020	$386,750,00	$386,750,00	$386,750,00	$386,750,00
2020-2021	$35,975,746.80	$2,321,990.65	$6,750,00	$24,212,457.45	$0,00
2021-2022	$30,738,927.85	$2,115,750.63	$33,887,522.91	$45,725,603.85	$217,898,472.46
2022-2023	$305,560,510.48	$40,534,213.24	$57,231,381.25	$99,959,517.57	$396,942,510.07
2023-2024	$1,274,631,085.36	$306,799,414.91	$105,887,028.66	$59,982,908.18	$181,394,497.44
2024-2025	$1,552,509,956.45	$271,379,676.75	$99,237,390,00	$34,667,465.93	$63,274,500.85
2025-2026	$1,397,446,651.37	$309,646,746.51	$69,621,780.53	$12,062,288.27	$14,811,562.18
2026-2027	$1,092,252,150.80	$239,265,975.61	$44,702,708.56	$6,795,415.75
2027-2028	$982,914,304.42	$195,339,144.70	$34,173,728.09	$0,00
2028-2029	$431,524,069.15	$0,00	$0,00	$0,00
2029-2030	$118,054,056.16	$0,00	$0,00	$0,00
2030-2031	$102,643,867.72	$0,00	$0,00	$0,00
2031-2032	$65,376,930.56	$0,00	$0,00	$0,00
2032-2033	$48,113,564.02	$0,00	$0,00	$0,00
2033-2034	$21,433,997.86	$0,00	$0,00	$0,00
TOTAL	$7,459,562,569.00	$1,367,789,663.00	$445,135,040.00	$283,792,407.00	$874,321,543.00

• 1.15. Paragraph b) i. b) of Schedule A.3 (Public Transit) is deleted and replaced by:
  2. Subject to approval by Canada, the Parties may re-allocate contribution funding to each Ultimate Recipient listed in the Public Transit Sub-Allocation Table in paragraph a) of this section or to other eligible Ultimate Recipients. Ontario will ensure that any applicable Ultimate Recipient Agreements are amended to reflect these funding allocation changes.

• 1.16. Paragraph e) i. of Schedule A.3 (Public Transit) is deleted and replaced by:
  5. Stacking and Cost-Sharing
     1. Unless otherwise approved by Canada, the maximum funding from all federal sources to a Project that is approved for public transit stream contribution funding under this Agreement will be up to:
        1. Forty percent (40%) of Eligible Expenditures in Ontario for new construction and expansion of public transit and active transportation;
        2. Fifty percent (50%) of Eligible Expenditures in Ontario for public transit rehabilitation Projects; or
        3. Twenty-five percent (25%) of Eligible Expenditures for any for-profit private sector Ultimate Recipients notwithstanding a) or b) in this section

• 1.17. Paragraph e) i. of Schedule A.4 (Green Infrastructure) is deleted and replaced by:
  5. Stacking and Cost-Sharing
     1. Unless otherwise approved by Canada, the maximum funding from all federal sources to a Project that is approved for green infrastructure stream contribution funding under this Agreement will be up to:
        1. Fifty percent (50%) of Eligible Expenditures for Ontario;
        2. Forty percent (40%) of Eligible Expenditures for municipalities, regional governments and not-for-profit organizations;
        3. Seventy-five percent (75%) of Eligible Expenditures for Indigenous Ultimate Recipients; or
        4. Twenty-five percent (25%) of Eligible Expenditures for any for-profit, private sector Ultimate Recipients, notwithstanding paragraphs a), b) or c) in this section.

• 1.18. Paragraph d) i. of Schedule A.5 (Community, Culture and Recreation Infrastructure) is deleted and replaced by:
  4. Stacking and Cost-Sharing
     1. Unless otherwise approved by Canada, the maximum funding from all federal sources to a Project approved for community, culture and recreation infrastructure stream contribution funding under this Agreement will be up to:
        1. Fifty percent (50%) of Eligible Expenditures for Ontario,
        2. Forty percent (40%) of Eligible Expenditures for municipalities, regional governments and not-for-profit organizations, or
        3. Seventy-five percent (75%) of Eligible Expenditures for Indigenous Ultimate Recipients notwithstanding a) and b) in this section.

• 1.19. Paragraph d) i. of Schedule A.6 (Rural and Northern Communities Infrastructure) is deleted and replaced by:
  4. Stacking and Cost-Sharing
     1. Unless otherwise approved by Canada, the maximum funding from all federal sources to a Project that is approved for rural and northern communities infrastructure stream contribution funding under this Agreement will be up to:
        1. Fifty percent (50%) of Eligible Expenditures for Ontario, municipalities and regional governments with a population of five thousand (5,000) or more and not-for-profit Ultimate Recipients;
        2. Sixty percent (60%) of Eligible Expenditures for municipalities and regional governments with a population of less than five thousand (5,000);
        3. Seventy-five percent (75%) of Eligible Expenditures for Indigenous Ultimate Recipients; or
        4. Twenty-five percent (25%) of Eligible Expenditures for for-profit, private sector Ultimate Recipients, except for for-profit private sector Ultimate Recipients carrying out a project under the “Improved access to broadband connectivity, including Internet and mobile wireless infrastructure” outcome in the Rural and Northern Communities Infrastructure Outcomes Table, for which the maximum funding from all federal sources will be up to:
           1. Fifty percent (50%) of Eligible Expenditures for that project carried out in Ontario; or
           2. Seventy-five percent (75%) of Eligible Expenditures for that project carried out in communities that are governed by one of the entities listed in paragraph ii) e) of section A.2 a) (Ultimate Recipients).

• 1.20. 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 on or before September 30th, 2023, except for Projects funded under category 5, which do not have a date by which Construction Start is required to occur.
     3. Unless otherwise agreed to by Canada, a COVID-19 resilience infrastructure stream Project must be Substantially Completed on or before December 31st 2023, or on or before December 31st, 2024 if the Project is in a Remote Community.
     4. Projects funded under category 5 must be owned by a public-sector body.
     5. Canada’s contribution to all school Projects funded under category 5, when taken together, must not exceed twenty-six million four hundred and eighty-one thousand six hundred and seventy dollars ($26,481,670), as set out in Section 4 (Commitments by Ontario).

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. 3, 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. 3 may be signed in counterpart, and the signed copies will, when attached, constitute the original Amending Agreement No. 3 and will form part of the Agreement.
• 2.4 This Amending Agreement No. 3 shall be effective as of the date this agreement is signed by the last Party.

3. Signatures

This Amending Agreement No. 3 has been executed on behalf of His Majesty the King in right of Canada by the Minister of Intergovernmental Affairs, Infrastructure and Communities and on behalf of His Majesty the King in right of the Province of Ontario by the Minister of Infrastructure.

HIS MAJESTY THE KING IN RIGHT OF CANADA	HIS MAJESTY THE KING IN RIGHT OF THE PROVINCE OF ONTARIO
The Honourable Dominic LeBlanc Minister of Intergovernmental Affairs, Infrastructure and Communities	The Honourable Kinga Surma Minister of Infrastructure
Date	Date