This Amendment No. 2 to the Integrated Bilateral Agreement for the Investing in Canada Infrastructure Program (ICIP) 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: THE GOVERNMENT OF QUEBEC, as represented by the Minister Responsible for Canadian Relations and the Canadian Francophonie (“Quebec”)

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

WHEREAS the Parties entered into an agreement on June 6, 2018, setting out the terms and conditions of Canada's contributions under the Canada–Quebec Integrated Bilateral Agreement for the ICIP (the “Agreement”), with federal infrastructure funding to support the Government of Quebec's Projects under the Plan québécois des infrastructures (PQI);

WHEREAS the Parties amended the Agreement (“Amendment No. 1”) on January 12, 2021; and

WHEREAS the Parties wish to amend the Agreement to reflect changes to the ICIP (“Amendment No. 2”), including the addition of a fifth project category to the COVID-19 resilience infrastructure stream to support improvements to ventilation in public buildings owned by a public sector body;

NOW THEREFORE, in accordance with the above principles, the Parties agree as follows:

1. Amendments to the Agreement

1.1 The following definition is added to the text of section 1.1 (Definitions):

“Public Sector Body” under category 5 of the COVID-19 resilience infrastructure stream means any public, governmental or municipal body that is not a for-profit private sector body or a not-for-profit organization.

1.2 The text of section 3 a) (Commitments by Canada) is deleted and replaced by the following:

1. Canada agrees to provide contribution funding to Quebec 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 by Canada to Quebec under all streams will be up to seven billion five hundred and fifty-three million two hundred and thirty thousand three hundred and eighteen dollars ($7,553,230,318).

1.3 The text of section 3 f) (Commitments by Canada) is deleted and replaced by the following:

6. Canada agrees to provide a maximum of $75,532,303 from Quebec's total allocation under this Agreement to Planning Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream, the rural and northern 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).

1.4 The text of section 4 c) (Commitments by Quebec) is deleted and replaced by the following:

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 infrastructure stream, if Quebec acts as the Ultimate Recipient, Quebec will ensure that all Projects are Substantially Completed by October 31, 2027. For Projects where the Ultimate Recipient is not Quebec, Quebec will ensure that the Ultimate Recipient Agreements with the Ultimate Recipients require that the Projects be Substantially Completed by October 31, 2027. For Projects funded under the COVID-19 resilience infrastructure stream, Quebec will ensure that all Projects are Substantially Completed by December 31, 2023, or by December 31, 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 Quebec will ensure that all Projects are Substantially Completed by March 31, 2023.

1.5 The text of section 4 m) (Commitments by Quebec) is deleted and replaced by the following:

13. Quebec 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 31, 2025.

1.6 The text of section 4 r) (Commitments by Quebec) is deleted and replaced by the following:

18. Quebec acknowledges that for any Project with a federally required Construction Start date of September 30, 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 has not occurred by September 30, 2023, Canada will cancel the Project under the Agreement and return Canada's approved contribution for the Project to the stream under which the Project was originally funded.

1.7 Paragraph s), as set out below, is added to section 4 (Commitments by Quebec):

19. Quebec will allocate a minimum of seventeen million two hundred and ninety-two thousand three hundred and ninety-nine dollars ($17,292,399) from the COVID-19 resilience infrastructure contribution funding 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).

1.8 The text of section 7 a) (Oversight Committee) is deleted and replaced by the following:

1. Within sixty (60) business days of the Effective Date of the Agreement, the Parties will establish one or more Oversight Committees that will be co-chaired by representatives of the Parties. The Oversight Committee(s) will meet at least annually to:
1. ensure administrative monitoring and implementation of the Agreement according to its terms and conditions;
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. ensure that audits are conducted in accordance with section 15 (Audit);
6. discuss the indicators as mentioned in Schedule D (Project Submission Information), the updating of the infrastructure plan as described in Section 8 (Infrastructure Plan), Canada's targets as set out in Schedule C (Contribution to Canada's Targets), and data related to the consideration of climate change in the context of paragraph g) of Section 4 (Commitments by Quebec);
7. ensure that the reports, as defined in section 11 (Presentation of Project Progress Reports) are efficient and effective and without excessive administrative burden; and
8. fulfill any other function required by the Agreement or mutually agreed by the Parties.

1.9 The text of section 11 a) (Presentation of Project Progress Reports) is deleted and replaced by the following:

1. Unless otherwise agreed by the Parties, Quebec will submit to Canada, no later than May 31st and November 30th each Fiscal Year, a Project progress report in a format acceptable to the Parties for all Projects except:
1. Projects where the Ultimate Recipient is a community with a population of fewer than five thousand (5,000) people, which will be included in the Project progress report submitted to Canada no later than May 31st each Fiscal Year.

1.10 The text of section 11 d) (Presentation of Project Progress Reports) is deleted and replaced by the following:

4. 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 infrastructure stream, Quebec will complete all Project progress report requirements set out in paragraphs a) and b) of this section, if applicable, to the satisfaction of the Parties no later than December 31, 2027. For all Projects funded under the COVID-19 resilience infrastructure stream, Quebec will complete all the reporting requirements set out in paragraphs a) and c) of this section to the satisfaction of Canada no later than July 31, 2024, or July 31, 2025, for Projects in Remote Communities.

1.11 The text of section 12.1 c) (Claims and Payments) is deleted and replaced by the following:

1. For Projects funded under the public transit stream, the green infrastructure stream, the community, culture and recreation infrastructure stream and the rural and northern infrastructure stream, Quebec will submit a final claim to Canada for payment of Eligible Expenditures no later than December 31, 2027. For all Projects funded under the COVID-19 resilience infrastructure stream, Quebec will submit a final claim to Canada for payment of Eligible Expenditures no later than July 31, 2024, or July 31, 2025, for Projects in Remote Communities.

1.12 The text of section 12.3 b) (Payment Deadline) is deleted and replaced by the following:

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 31, 2028. For all Projects funded under the COVID-19 resilience infrastructure stream, Canada will make the final payment no later than October 31, 2024, or October 31, 2025, for Projects in Remote Communities.

1.13 Section 21.7 (Counterpart Signature) is deleted and replaced by the following:

21.7 Counterpart Signature

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.

1.14 The text of Schedule A.1 a) v. (Contribution Funding) is deleted and replaced by the following:

5. under the COVID-19 resilience infrastructure stream, up to four hundred and fifty million one hundred and ninety-two thousand three hundred and ninety-nine dollars ($450,192,399), to be paid in accordance with schedules A.2 (General Program Requirements) and A.7 (COVID-19 Resilience Infrastructure), which includes a minimum of seventeen million two hundred and ninety-two thousand three hundred and ninety-nine dollars ($17,292,399) to be allocated to Projects approved under category 5 of the COVID-19 resilience infrastructure stream.

1.15 The text of Schedule A.1 b) (Contribution Funding) is deleted and replaced by the following:

2. Fiscal Year Breakdown

The annual breakdown of the estimated cash flows for the envelopes allocated to each stream will be provided by Quebec by January 31, 2022, and will form an integral part of the Agreement. Canada's total contribution funding, including contribution funding for all approved and future Projects and for Administrative Expenses as established under section 13 (Administrative Expenses), will be allocated in accordance with the approximate amounts in this breakdown, which may be updated by the Oversight Committee(s).

1.16 The text of Schedule A.2 b) ii. (General Program Requirements) is deleted and replaced by the following:

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 direct and measurable outcome tables in sections A.3 c), A.4 c) and 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.

1.17 The text of Schedule A.2 c) iv. (General Program Requirements) is deleted and replaced by the following:

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 the Project is approved by Canada:
1. costs associated with completing climate change assessments as outlined in paragraph g) of section 4 (Commitments by Quebec);
2. costs associated with Indigenous consultation activities, which are retroactively eligible from February 15, 2018, for Projects approved after February 7, 2019;
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.

1.18 The text of Schedule A.2 e) i. (General Program Requirements) is deleted and replaced by the following:

1. Costs incurred before Project approval by Canada and any and all expenditures related to contracts signed prior to Project approval by Canada, except for:
1. Costs associated with completing climate change assessments as required under section 4 g) (Commitments by Quebec);
2. Costs associated with Indigenous consultation activities, which are retroactively eligible from February 15, 2018, for Projects approved after February 7, 2019;
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.

1.19 The text of Schedule A.2 e) x. (General Program Requirements) is deleted and replaced by the following:

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 category 5 of the COVID-19 resilience infrastructure stream, as set out in Schedule A.7 b) (Eligible Projects).

1.20 The text of Schedule A.2 e) xi. (General Program Requirements) is deleted and replaced by the following:

11. Costs related to furnishings 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 and approved by Canada;

1.21 The text of Schedule A.3 b) i. e) is added:

1. Allocation to Ultimate Recipient
Residual amounts from the Public Transit Infrastructure Fund, if any, will be added to the amount set out in section A.3 b) i. a). For public transit authorities for which Quebec so requests, the residual amounts from the Public Transit Infrastructure Fund will be allocated without regard to the formula based on ridership, with Canada's approval.

1.22 The text of Schedule A.3 d) ii. and d) iii. (Public Transit) are deleted and replaced by the following:

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

1.23 The text of Schedule A.3 f) ii. (Public Transit) is deleted and replaced by the following:

2. Construction Start must occur by September 30, 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.

1.24 The text of Schedule A.4 d) i. b) (Green Infrastructure) is deleted and replaced by the following:

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

1.25 The text of Schedule A.4 d) iii. (Green Infrastructure) is deleted and replaced by the following:

3. Under the environmental quality sub-stream, a Project is not eligible for a contribution funding under this Agreement if it is a pathway or active transportation project, unless the Construction Start for the project can occur by September 30, 2023.

1.26 The text of Schedule A.4 f) i. b) (Green Infrastructure) is deleted and replaced by the following:

2. Construction Start must occur by September 30, 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.

1.27 The text of Schedule A.4 f) ii. d) and f) ii. e) (Green Infrastructure) is deleted and replaced by the following:

4. Projects that reduce or mitigate soil pollutants must be carried out on properties that are contaminated, as confirmed by a characterization study in accordance with the Guide de caractérisation des terrains and Quebec's standards and criteria under the Land Protection and Rehabilitation Regulation (chapter Q-2, r. 37). Projects that remediate soil pollutants that are located on federal land must be carried out on properties that are contaminated, as confirmed by a Phase II Environmental Site Assessment.
5. Construction Start must occur by September 30, 2023, for any Project that is a pathway or active transportation Project.

1.28 The text of Schedule A.5 c) i. c) and c) i. d) (Community, Culture and Recreation Infrastructure) is deleted and replaced by the following:

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 sports team, such as those that serve major junior hockey leagues;

1.29 The text of Schedule A.5 c) i. e) (Community, Culture and Recreation Infrastructure), as set out below, is added:

6. 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.

1.30 The text of Schedule A.6 c) vi. (Rural and Northern Communities Infrastructure) is deleted and replaced by the following:

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

1.31 The text of Schedule A.6 e) i. c) (Rural and Northern Communities Infrastructure) is deleted and replaced by the following:

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

1.32 The text of Schedule A.7 b) (COVID-19 Resilience Infrastructure) is deleted and replaced by the following:

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.

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

Project Categories	Project Sub-Categories
Retrofits, repairs and upgrades	Municipal (local government), provincial, territorial and/or Indigenous buildings Health infrastructure Educational infrastructure
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, including temporary infrastructure
Active transportation infrastructure	Active transportation infrastructure, including parks, trails, foot bridges, bike lanes and multi-use paths
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 effects of climate change, disasters caused by natural hazards and extreme weather events Any public* infrastructure asset, including Natural Infrastructure, the purpose of which is to build, modify and/or reinforce with a view to preventing, mitigating or protecting against floods and fires Assets associated with afforestation and reforestation
Projects in public buildings owned by a Public Sector Body whose primary purpose is to increase outdoor air intake and/or increase air cleaning	Any infrastructure asset owned by a Public Sector Body that serves populations that are more susceptible to poor outcomes if they contract COVID-19 Any infrastructure asset owned by a Public Sector Body with high occupancies Any infrastructure asset owned by a Public Sector Body where activities take place that are at higher risk of infectious aerosol particle generation and COVID-19 transmission Any infrastructure asset owned by a Public Sector Body that remains open through lockdown, or is the last to close when restrictions are increased, in order to provide services Any infrastructure asset owned by a Public Sector Body 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.

1.33 The text of Schedule A.7 c) (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 is:

1. tourism infrastructure;
2. infrastructure that serves as the home facility to a professional sports team;
3. a planning project, unless the project is funded under category 5; or
4. a project funded under category 5 that has a private sector for-profit Ultimate Recipient or a not-for-profit Ultimate Recipient.

1.34 The text of Schedule A.7 e) (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 30, 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 31, 2023, or by December 31, 2024, if the Project is in a Remote Community, except for Projects funded under category 5 which must be Substantially Completed by March 31, 2023.
4. Projects funded under category 5 must be carried out in public buildings owned by a Public Sector Body.

2. Effect of the amendments

• 2.1 All capitalized terms used in this Amendment No. 2 have the meaning ascribed to them in the Agreement.
• 2.2 Except for the amendments provided in this Amendment No. 2, the obligations, covenants, terms and conditions set forth in the Agreement will continue to remain in full force and effect.
• 2.3 This Amendment No. 2 may be signed in counterpart, and the signed copies will, when attached, constitute Amendment No. 2 and will form part of the Agreement.
• 2.4 This Amendment No. 2 shall be effective as of the date this agreement is signed by the last Party.

3. Signatures

This Amendment No. 2 is signed on behalf of Her Majesty the Queen in right of Canada by the Minister of Infrastructure and Communities, and on behalf of the Government of Quebec by the Minister responsible for Canadian Relations and the Canadian Francophonie.

HER MAJESTY THE QUEEN IN RIGHT OF CANADA		THE GOVERNMENT OF QUEBEC
The Honourable Dominic Leblanc Minister of Infrastructure and Communities		Sonia LeBel Minister responsible for Canadian Relations and the Canadian Francophonie
Date		Date