This Amending Agreement No. 2 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: THE GOVERNMENT OF MANITOBA, as represented by the Minister of Consumer Protection and Government Services ("Manitoba")

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 (ICIP);

WHEREAS the Parties entered into an Agreement dated June 11, 2018, setting out the terms and conditions for Canada's contribution under the Canada-Manitoba Integrated Bilateral Agreement for the ICIP ("the Former Agreement");

WHEREAS the Parties entered into an Amended and Reinstated Agreement, effective July 30, 2021 (the "Agreement"), which replaced the Former Agreement in its entirety;

WHEREAS the Parties amended the Agreement ("Amending Agreement No. 1") on March 23, 2022;

WHEREAS the Parties wish to amend the Agreement as amended by Amending Agreement No. 1 to reflect changes made to the ICIP, 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 ("Amending Agreement No. 2");

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 Manitoba 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 Manitoba by Canada under all streams taken together of this Agreement will be up to one billion one hundred eighty-three million four hundred and forty-six thousand five hundred and twenty- four dollars ($1,183,446,524).

1.3 Paragraph d) of Section 3 (Commitments by Canada) is deleted and replaced by:

4. Canada agrees to review requests from Manitoba 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 Manitoba) 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, if Manitoba is the Ultimate Recipient, Manitoba will ensure that all Projects are Substantially Completed by October 31st, 2033. 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, if Manitoba is not the Ultimate Recipient, Manitoba will include provisions in the Ultimate Recipient Agreement to require that all Projects are Substantially Completed by October 31st, 2033. For Projects funded under the COVID-19 resilience infrastructure stream, if Manitoba is the Ultimate Recipient, Manitoba will ensure that, unless otherwise agreed to by Canada, all Projects are Substantially Completed by December 31st, 2023, or by December 31st, 2024 if the Project is in a Remote Community. For Projects funded under the COVID-19 resilience infrastructure stream, if Manitoba is not the Ultimate Recipient, Manitoba will include provisions in the Ultimate Recipient Agreement to require that, unless otherwise agreed to by Canada, all Projects are Substantially Completed by December 31st, 2023, or by December 31st, 2024 if the Project is in a Remote Community.

1.5 Paragraph j) of Section 4 (Commitments by Manitoba) is deleted and replaced by:

10. Unless otherwise agreed to by both Parties, Manitoba agrees to provide a total contribution for all Projects in each of the four streams (public transit, green infrastructure, community, culture and recreation infrastructure and rural and northern communities infrastructure), except for the COVID-19 resilience infrastructure stream, where the Ultimate Recipient is a municipal or regional government as described in section A.2 a) (Ultimate Recipients) of Schedule A that will be not less than 33.33% of the collective total Eligible Expenditures for all such Projects in each stream. Unless Manitoba elects to increase the amount of its contribution to a Project after the Project is approved by Canada, the calculation of the 33.33% of the collective total Eligible Expenditures for all such Projects in each stream will be based on the amount of Eligible Expenditures for each Project at the time the Project is approved by Canada.

1.6 Paragraph p) of Section 4 (Commitments by Manitoba) is deleted and replaced by:

16. Manitoba will submit for Canada's review and approval all projects to be considered for contribution funding under this Agreement by March 31st, 2023.

1.7 Paragraph r) of Section 4 (Commitments by Manitoba) is deleted and replaced by:

18. Manitoba may allocate a maximum of eleven million eight hundred thirty-four thousand four hundred sixty-five dollars ($11,834,465) 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).

1.8 Paragraph u) of Section 4 (Commitments by Manitoba) is deleted and replaced by:

21. Manitoba 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.

1.9 Paragraph v) of Section 4 (Commitments by Manitoba) is deleted and replaced by:

22. Manitoba will allocate a minimum of eleven million three hundred and seventy thousand three hundred and seventy dollars ($11,370,370) 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).

1.10 Paragraph w), as set out below, is added to Section 4 (Commitments by Manitoba):

23. Manitoba agrees that a maximum of six million five hundred fifty-seven thousand seven hundred twenty-two dollars ($6,557,722) 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).

1.11 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, Manitoba 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, 2033. For Projects funded under the COVID-19 resilience infrastructure stream, Manitoba 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, 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, Manitoba will submit a final claim to Canada covering Eligible Expenditures no later than December 31st, 2033 to Canada's satisfaction. For all Projects funded under the COVID-19 resilience infrastructure stream, Manitoba 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, 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 no later than March 31st, 2034. 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, 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 Manitoba for Projects under each of the Program streams as follows:
   1. under the public transit stream, not to exceed two hundred nine million sixty-six thousand four hundred fifty-three dollars ($209,066,453), to be paid in accordance with Schedules A.2 (General Program Requirements) and A.3 (Public Transit)
   2. under the green infrastructure stream, not to exceed seven hundred eighty five million four hundred fifty-four thousand five hundred fifty-five dollars ($785,454,555), 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, not to exceed sixty-one million three hundred twenty-six thousand seven hundred thirty-two dollars ($61,326,732), 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, not to exceed one hundred twelve million two hundred sixty-nine thousand fourteen dollars ($112,269,014) to be paid in accordance with Schedules A.2 (General Program Requirements) and A.6 (Rural and Northern Communities Infrastructure)
   5. under the COVID-19 resilience infrastructure stream, not to exceed fifteen million three hundred and twenty-nine thousand seven hundred and seventy dollars ($15,329,770), to be paid in accordance with A.2 (General Program Requirements) and A.7 (COVID-19 Resilience Infrastructure), which includes a minimum of eleven million three hundred and seventy thousand and three hundred and seventy dollars ($11,370,370) 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	Green Infrastructure – Canada	Community, Culture and Recreation Infrastructure – Canada	Rural and Northern Communities Infrastructure – Canada	COVID-19 Resilience Infrastructure – Canada
   2018-2019	$0	$0	$0	$0
   2019-2020	$320,783.00	$265,425.72	$2,299,919.86	$66,304.79
   2020-2021	$777,471.09	$8,201,000.00	$3,132,062.28	$0	$0
   2021-2022	$1,010,662.05	$2,861,060.05	$2,658,902.45	$3,618,936.13	$0
   2022-2023	$5,133,600.00	$97,832,041.54	$5,375,955.30	$33,089,442.31	$2,118,726.43
   2023-2024	$30,904,032.80	$139,283,796.96	$14,804,627.86	$46,540,968.81	$8,398,395.57
   2024-2025	$61,941,424.40	$128,309,312.92	$24,974,208.02	$17,549,604.04	$4,812,648.00
   2025-2026	$49,327,048.62	$185,491,717.87	$8,081,056.23	$4,303,757.92	$0.00
   2026-2027	$44,808,095.60	$87,281,475.94	$0	$3,550,000.00
   2027-2028	$14,843,335.44	$135,928,724.00	$0	$3,550,000.00
   2028-2029	$0	$0	$0	$0
   2029-2030	$0	$0	$0	$0
   2030-2031	$0	$0	$0	$0
   2031-2032	$0	$0	$0	$0
   2032-3033	$0	$0	$0	$0
   2033-2034	$0	$0	$0	$0
   TOTAL	$209,066,453	$785,454,555	$61,326,732	$112,269,014	$15,329,770

   *Figures included in All Streams Estimated Fiscal Year Breakdown Table are notional and will be updated to reflect funding allocations approved for Projects under this agreement. The above notional Fiscal Year Breakdown is inclusive of administrative costs. Totals may not sum due to rounding.

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. Manitoba will ensure that any applicable Ultimate Recipient Agreements are amended to reflect these funding allocation changes. Notwithstanding the foregoing, Manitoba may re-allocate contribution funding for Ultimate Recipients identified as 65 RMs from MDTP 2015 List in the Public Transit Sub-Allocation Table in paragraph a) of this section to Projects under any stream without the consent of those Ultimate Recipients.

1.16 Paragraph e) 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 Manitoba for new construction and expansion of public transit and active transportation;
      2. Fifty percent (50%) of Eligible Expenditures in Manitoba 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 b) of Schedule A.4 (Green Infrastructure) is deleted and replaced by:

2. Canada's Contribution
   1. Allocation to Sub-Streams
      1. Manitoba agrees to allocate a minimum of two hundred three million three hundred five thousand seven hundred fifty-five dollars and sixty cents ($203,305,755.60) of Canada's allocation amount under section A.1 a) ii. of this Schedule to Projects under the climate change mitigation sub-stream, subject to the provisions of section 16 (Administrative Expenses).

1.18 Paragraph e) 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 Manitoba;
      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.

1.19 Paragraph d) 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 Manitoba,
      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.

1.20 Paragraph d) 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 Manitoba, 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 Manitoba; 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).

1.21. 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. Unless otherwise agreed to by Canada, 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.
   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 six million five hundred fifty-seven thousand seven hundred twenty-two dollars ($6,557,722) as set out in Section 4 (Commitments by Manitoba).

2. Effect of the 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. 2, 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. 2 may be signed in counterpart, and the signed copies will, when attached, constitute the original Amending Agreement No. 2 and will form part of the Agreement.
• 2.4 This Amending Agreement No. 2 shall be effective as of the date this agreement is signed by the last Party.

3. Signatures

This Amending Agreement No. 2 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 Manitoba by the Minister of Consumer Protection and Government Services.