Item No. 11.1.3 Halifax Regional Council

March 8, 2011

TO: Mayor Kelly and Members of Halifax Regional Council

SUBMITTED BY: ___________________________________________________________

Wayne Anstey, Acting Chief Administrative Officer

__________________________________________________________ Mike Labrecque, Deputy Chief Administrative Officer

DATE: March 1, 2011

SUBJECT: Green Municipal Fund Financial Support for the Four Pad Arena

ORIGIN

Approval of Halifax Regional Municipality’s funding application by the Federation of Canadian

Municipalities Green Municipal Fund for the Four Pad Arena.

RECOMMENDATION

It is recommended that Halifax Regional Council:

1. Authorize the Mayor and Municipal Clerk to sign the Combined Loan and Grant Agreement

between the Halifax Regional Municipality, the Nova Scotia Municipal Finance Corporation

and the Federation of Canadian Municipalities; and

2. Authorize the Mayor and Municipal Clerk to issue a debenture in the form set out in

Schedule I to the FCM Loan and Grant Agreement, in the amount of $4M, to the NS

Municipal Finance Corporation repayable in installments over a term of 20 years at the

interest rate as determined by Section 2.07 of the Agreement.

Green Municipal Fund Financial Support for the Four Pad Arena Council Report - 2 - March 8, 2011 BACKGROUND

Staff has been successful in their application for assistance from the Federation of Canadian

Municipalities (FCM) Green Municipal Fund (GMF). Subject to the execution of the Agreement,

the GMF will provide a grant of $400,000 and a loan of $4,000,000 at below market interest

rates. The FCM Green Municipal Fund supports best in class municipal projects in brownfields,

waste, water, energy, and transportation. The HRM funding application for the new BMO Centre

which was initiated a year ago, by IAM and Finance staff, was in the energy category.

As the most efficient four pad complex in Canada, the new BMO Centre qualified for the FCM

grant. The BMO Centre incorporates many sustainable features, including an advanced heat

recovery system from the ice making that is used to heat the facility almost 100%. Waste heat is

directed to in-floor heating in the locker rooms, the ventilation system heating, domestic water

use, floor water and melt pit, as well as bleacher seat heating. The BMO Centre constructors,

Ellis-Don, have also built the building to a minimum of LEED Silver standard. Currently the

independent LEED certification process is on track to possibly meet a LEED Gold level. Other

unique sustainability features to the construction included LEED points for the development of

the site. The waste material from another municipal project, the Hammonds Plains Road

widening project, was used as fill material on the BMO Centre site, saving costs and greenhouse

gases associated with trucking waste and fill material to and from both projects. The BMO

Centre is a showcase project for HRM and FCM demonstrating sound financial benefits from

incorporating energy and environmental features into new design.

DISCUSSION

Pursuant to provincial legislation, HRM may not borrow directly from the GMF. The GMF loan

will flow through the Nova Scotia Municipal Finance Corporation (NSMFC). The NSMFC will

administer the repayment of the loan by HRM to the GMF.

Because of the favorable interest rate and the anticipated long life of the asset being funded, staff

is recommending the issuance of a 20 year debenture. Under current market conditions, which

are always subject to change, the anticipated ‘all in’ costs for this 20 year debenture will result in

an effective interest rate of 2.09%. For comparison, the 20 year rate for the recent NSMFC Fall

Debenture issue was 4.04%. As a further note, staff has been advised that the rates obtained in

the NSMFC Fall Debenture issue were the best interest rates obtained in the history of NSMFC.

It was originally intended that this project would be funded by debt payable to NSMFC.

Borrowing the funds from GMF reduces our interest costs but does not increase our total debt.

This borrowing is within HRM’s approved debt strategy. The reduced interest costs results in an

operating savings and does not increase the project budget or our contributions to reserves.

Green Municipal Fund Financial Support for the Four Pad Arena Council Report - 3 - March 8, 2011 BUDGET IMPLICATIONS The $400,000 grant from the GMF was anticipated in the funding of the Four Pad Arena project.

Principal and interest payments on the GMF loan will not commence until the 2011/12 fiscal

year and will be included in that year’s budget.

This borrowing is within HRM’s approved debt strategy.

FINANCIAL MANAGEMENT POLICIES/BUSINESS PLAN

This report complies with the Municipality’s Multi-Year Financial Strategy, the approved

Operating, Project and Reserve budgets, policies and procedures regarding withdrawals from the

utilization of Project and Operating reserves, as well as any relevant legislation.

COMMUNITY ENGAGEMENT Over the past few years HRM staff has identified through community consultation the need of

additional ice surfaces. This situation became worse with the closure of the Akerley Arena. This

has resulted in the development of a short term strategy to construct a new four pad arena. User

groups were invited to provide input both at the needs assessment and design development stages

of the project.

ALTERNATIVES Regional Council could choose not accept the grant and loan funding offered by the GMF or

seek to amend some of the terms of the Agreement. Staff does not recommend this, however, as

the grant and loan are advantageous and the terms of the Agreement are reasonable.

ATTACHMENTS Attachment A: 20 Year Amortization Schedule

Attachment B: FCM Loan and Grant Agreement GMF 10309 ______________________________________________________________________________

A copy of this report can be obtained online at http://www.halifax.ca/council/agendasc/cagenda.html then choose the appropriate

meeting date, or by contacting the Office of the Municipal Clerk at 490-4210, or Fax 490-4208.

Report Prepared by: Derek Tynski, CMA Deputy Treasurer, 490-6471

Julian Boyle, P.Eng., Energy Auditor, Facility Development, 476-8075

Financial Approval by: ___________________________________________________

Cathie O’Toole, CGA, MBA Director of Finance/CFO, 490-6308

Report Approved by: ___________________________________________________

Mary Ellen Donovan, Director Legal Services and Risk Management, 490-4226

______________________________________________________________________________

Green Municipal Fund Financial Support for the Four Pad Arena Council Report - 4 - March 8, 2011

Attachment A 20-Year Amortization Schedule

The amortization schedule for 20-year term financed at the effective rate of 2.09% and with an

estimated issuance date of May 2011 is listed as follows:

FISCAL YEAR

Year PRINCIPAL INTEREST TOTAL PAYMENTS

p P

ENT

EFFECTIVE RATE

2011/12 1 $ 41,800 $ 41,800 2.09%

2012/13 2 $200,000 $81,510 $281,510 2.09%

2013/14 3 $200,000 $77,330 $277,330 2.09%

2014/15 4 $200,000 $73,150 $273,150 2.09%

2015/16 5 $200,000 $68,970 $268,970 2.09%

2016/17 6 $200,000 $64,790 $264,790 2.09%

2017/18 7 $200,000 $60,610 $260,610 2.09%

2018/19 8 $200,000 $56,430 $256,430 2.09%

2019/20 9 $200,000 $52,250 $252,250 2.09%

2020/21 10 $200,000 $48,070 $248,070 2.09%

2021/22 11 $200,000 $43,890 $243,890 2.09%

2022/23 12 $200,000 $39,710 $239,710 2.09%

2023/24 13 $200,000 $35,530 $235,530 2.09%

2024/25 14 $200,000 $31,350 $231,350 2.09%

2025/26 15 $200,000 $27,170 $227,170 2.09%

2026/27 16 $200,000 $22,990 $222,990 2.09%

2027/28 17 $200,000 $18,810 $218,810 2.09%

2028/29 18 $200,000 $14,630 $214,630 2.09%

2029/30 19 $200,000 $10,450 $210,450 2.09%

2030/31 20 $200,000 $ 6,270 $206,270 2.09%

2031/32 21 $200,000 $ 2,090 $202,090 2.09%

Total $4,000,000 $877,800 $4,877,800 2.09%

GREEN MUNICIPAL FUND (GMF)

Project No.: 10309

Project Title: Bedford 4 Pad Ice Arena Complex

Combined Loan and Grant Agreement2009 Energy Projects - Municipalities

Between

HALIFAX REGIONAL MUNICIPALITY

- and -

NOVA SCOTIA MUNICIPAL FINANCE CORPORATION

- and -

FEDERATION OF CANADIAN MUNICIPALITIES,as Trustee of the Green Municipal Fund

This document is not an offer to enter into a contract and, tmtii executed hi: a/I parties, it is not acontract.

Attachment B

GMF Project No.: 10309

LOAN AND GRANT AGREEMENT

THIS AGREEMENT is made as of the date of last signature on the signature page.

BETWEEN:

HALIFAX REGIONAL MUNICIPALITY, a municipal corporation organized and existing under thelaws of the Province of Nova Scotia

(herein called the “Municipality”)-and-

NOVA SCOTIA MUNICIPAL FINANCE CORPORATION, a body corporate created pursuant to theMunicipal Finance Corporation Act, R.S,N.S. 1989, c.301, as amended

(herein called “NSMFC”)-and-

FEDERATION OF CANADIAN MUNICIPALITIES, as Trustee of the Green Municipal Fund.(herein called “FCM”)

WHEREAS:

(a) the Government of Canada (herein called “GoC”) and FCM have established the GreenMunicipal Fund (herein called “GMF”) to assist municipalities in Canada with municipalenvironmental projects;

(b) the GoC has funded GMF, which is being administered by FCM as trustee thereof;

(c) FCM, in its capacity as trustee of GMF, has agreed to provide the Municipality a grant and toprovide NSMFC a loan for the purpose of NSMFC using the loan to purchase Debenmres ofthe Municipality, the entire proceeds of which sale are to be used by the Municipality solelyfor the environmental project described in this Agreement; and

(d) the parties wish to set out herein the terms and conditions of their agreement respecting thegrant and loan, including the structure of the loan and Debentures, the payment of the loan to,and its use by, NSMFC, and the use by the Municipality of the proceeds of the sale of theDebentures to NSMFC, and respecting the repayment of the loan by NSMFC to FCM and therepayment of the Debentures by the Municipality to NSMFC.

NOW THEREFORE, the parties hereby agree as follows:

PLGO9 Energy NS Tempate Lest ModiLed October 7, 2010

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ARTICLE 1DEFINITIONS AND SCHEDULES

Section 1.01 Definitions. Whenever used in this Agreement and unless the context otherwise requires,the following terms have the following meanings:

“Actual Energy Consumption” means the energy consumption of the building or structure which is thesubject of the Project, measured during any twelve (12) consecutive month period within the three (3)year period after the Project is Substantially Performed, in such manner as is acceptable to FCM. In theevent the Project is a Retrofit, the Actual Energy Consumption will be measured in a manner which isconsistent with the measurement of the Baseline Energy Consumption. In the event the Project is a NewBuilding, the Actual Energy Consumption may be measured through data obtained using an appropriatesampling plan or through a model verified by a third party acceptable to FCM;

“Audit Report” means the audit report attached as Part 3 of Schedule E;

“Baseline Energy Consumption” means, in the event that the Project is a Retrofit, the average annualenergy consumption (normalized for weather variations) of the building or structure which is the subjectof the Project, as determined during a twelve (12) consecutive month period which precedes theundertaking of the Project by no more than thirty-six (36) months, as more particularly set out in Part I ofSchedule A;

“Borrowing By-law” means the by-law of the Municipality authorizing it to enter into this Agreementand to issue and deliver the Debentures to NSMFC;

“Business Day” means a day of the year other than Saturday or Sunday or a statutory holiday observed inthe Province of Ontario or in the Province of Nova Scotia;

Contribution” means the advance of the Grant Amount by FCM to the Municipality as provided in thisAgreement;

“Contribution Date” has the meaning provided in Section 2.14;

“Debentures” means the debenture or debentures issued and delivered by the Municipality to NSMFCpursuant to the terms and conditions of this agreement that have, in the aggregate, an amount owing equalto the Principal Amount of the Loan and subject to the rights, privileges, conditions and restrictions setforth in Schedule I;

“Debt Service Ratio” means the percentage obtained by’ dividing all interest and principal payments ondebt owing by’ the Municipality, made by the Municipality over a twelve (12) month period, by allunrestricted revenues reported by the Municipality for the same period, as evidenced by theMunicipality’s audited financial statements. The reference to “debt” in this definition shall include alldebt from time to time owed by the Municipality, including the Loan provided for in this Agreement;

“Disbursement” means the payment of the Principal Amount of the Loan by FCM to NSMFC under theterms and conditions of this Agreement;

Disbursement Date” has the meaning provided in Section 2.05;

“Eligible Costs” has the meaning provided in Part 2 of Schedule A;

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“Environmental Results Report” means the environmental results report attached as Schedule H;

“Events of Default” means the events specified or referred to in Section 6.01;

“Financial Audit” means an audit of the Municipalitys Statement of Expenses set forth in Part 2 of

Schedule E relating to the Project which is to be conducted at or after the time the Project is SubstantiallyPerformed. The financial audit shall be carried out by an independent public accountant acceptable to

FCM in accordance with GAAP and the scope of financial audit outlined in Part 1 of Schedule E. Thefinancial audit shall be completed and submitted with the Statement of Expenses set forth in Part 2 of

Schedule E and otherwise in the form of the Audit Report set forth in Part 3 of Schedule E;

“GAAP” means the generally accepted accounting principles for local governments as recommended,from time to time, by the Public Sector Accounting Board of the Canadian Institute of CharteredAccountants;

“Grant” means the grant of funds by FCM to the Municipality as contemplated by this Agreement;

“Grant Amount” means the amount to be advanced by FCM on account of the Grant, up to themaximum amount set forth in Section 2.12;

“Liquidated Damages” has the meaning provided in Section 2.05;

“Loan” means the loan of funds by FCM to the NSMFC as contemplated by this Agreement;

“MNECB Standard” means the Model National Energy Code of Canada for Buildings (1997), aspublished by the National Research Council of Canada;

“New Building” means that more than one half (‘/2) of the building or structure which is the subject of theProject did not exist, prior to the undertaking of the Project by the Municipality, all as is more particularlyset out in Part 1 of Schedule A;

“Principal Amount” or “Principal Amount of the Loan” or “Principal Amount of the Debentures”means theactual amount of the Disbursement;

“Project” means the municipal environmental project described in Part 1 of Schedule A;

“Project Completion Date” has the meaning provided in Section 2.03;

“Project Completion Report” means the project completion report attached as Schedule G;

“Project Progress Report” means the project progress report attached as Schedule F;

“Request for Contribution” means the form attached hereto as Schedule B 1;

“Request for Disbursement” means the form attached hereto as Schedule B;

“Required Minimum Environmental Benefit” means:

(a) in the event that the Project is a Retrofit, that the Total Energy Savings divided by the BaselineEnergy Consumption is equal to or greater than thirty percent (30%) and the Project has been completedin accordance with the description thereof set out in Part I of Schedule A; and

PLC- E NS Ls

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(b) in the event that the Project is a New Building, that the Total Energy Savings divided by themodeled energy consumption of the building which is the subject of the Project determined using theMNECB Standard is equal to or greater than forty percent (40%) and the Project has been completed inaccordance with the description thereof set out in Part 1 of Schedule A

“Retrofit” means the addition of new building materials, elements and components not provided in theoriginal building design and construction of the building or structure which is the subject of the Project,all as is more particularly set out in Part 1 of Schedule A;

“Signage” means a plaque and/or other signage in compliance with the specifications outlined inSchedule J;

“Statement of Expenses” means the statement of expenses attached as Part 2 to Schedule E;

“Substantially Performed” means the Project is ready for use or is being used for the purposes intended;

“Term” has the meaning provided in Section 106; and

“Total Energy Savings” means:(a) in the event that the Project is a Retrofit, the result of the Baseline Energy Consumption the

Actual Energy Consumption; and

(b) in the event that the Project is a New Building, the result of the modeled energy consumption ofthe building which is the subject of the Project determined using the MNECB Standard iç theActual Energy Consumption.

Section 1.02 Schedules. The following annexed Schedules form part of thisAgreement:

Schedule A:Part 1: Description of the ProjectPart 2: Description of Project CostsPart 3: Particulars of the Sources of Funding

Schedule B: Form of Request for Disbursement

Schedule B 1: Form of Request for Contribution

Schedule C: Form of Municipality’s Certificate of Incumbency and Authority

Schedule Cl: Form of NSMFC’s Certificate of Incumbency and Authority

Schedule D: Form of Municipality’s Legal Opinion

Schedule Dl: Form of NSMFC’s Legal Opinion

Schedule E: Audit Requirements

Part I: Scope of Financial AuditPart 2: Form of Statement of ExpensesPart 3: Form of Audit Report

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Schedule F: Project Progress Report

Schedule G: Project Completion Report

Schedule H: Environmental Results Report

Schedule I: Form of Debentures

Schedule J: Project Signage Specifications

Section 1.03 Interpretation. In this Agreement:

(a) the division into Sections and the insertion of headings are for convenience of reference only anddo not affect the construction or interpretation of this Agreement;

(b) the expressions “hereof’, herein”, “hereto”, “hereunder”, “hereby” and similar expressions referto this Agreement and not to any particular portion of this Agreement; and

(c) unless specified otherwise or the context otherwise requires: (i) references to any Section arereferences to the Section of this Agreement; (ii) “including” or “includes” means “including (orincludes) but is not limited to” and shall not be construed to limit any general statement precedingit to the specific or similar items or matters immediately following it; (iii) references to anylegislation, statutory instrument or regulation or a section thereof, unless otherwise specified, is areference to the legislation, statutory instrument, regulation or section as amended, restated andre-enacted from time to time; (iv) references to currency or to “$“ shall be to lawful currency ofCanada; and (v) words in the singular include the plural and vice-versa and words in one genderinclude all genders.

ARTICLE 2TIlE LOAN AND GRANT

Section 2.01 Purpose. FCM is providing the Grant to the Municipality, and the Loan to NSMFC forthe sole purpose of NSMFC using the Principal Amount of the Loan, less the administrative feehereinafter described in Section 2.05, to purchase from the Municipality the Debentures, the entireproceeds of which sale will be used by the Municipality to assist it in the funding of the Project.

Section 2.02 Principal Amount of the Loan, Subject to and in accordance with the terms andconditions of this Agreement and in reliance upon the representations, warranties and covenants ofNSMFC and the Municipality hereinafter set forth, FCM agrees to lend to NSMFC, and NSMFC agreesto borrow from FCM an aggregate amount that is equal to the lesser of:

(a) the sum of four million dollars ($4,000,000); or

(b) seventy two and seventy three one hundredths percent (72.73%) of Eligible Costs;

provided that, if the aggregate amount of funding received or to be received by the Municipality from allsources of funding, other than the Municipality, as described in Part 3 of Schedule A delivered pursuantto Section 3.01(j) (all as determined and calculated by FCM) is greater than the total costs incurred by theMunicipality in respect of the Project, as evidenced by the delivery contemplated in Section 301(k), then

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FCM may reduce the Loan amount determined pursuant to this Section 202 to such amount as it deemsappropriate, in its sole and absolute discretion.

Section 2.03 irject Completion Date. The Municipality anticipates that the Project will beSubstantially Performed by no later than the 3 l day of Januaiy, 2011 (the “Project Completion Date”).As contemplated by Section 5.03 the Municipality shall inform FCM as soon as it becomes aware that theProject is not likely to be Substantial lv Performed by such date.

Section 2.04 Loan Expiration Date. If the Municipality and NSMFC fail to meet the conditions ofDisbursement set forth in Section 3.01, and/or fails to request the Disbursement as provided for in Section2.05 within three (3) years from the date of this Agreement (the “Loan Expiration Date”), then FCMmay, at its sole and absolute discretion and on notice to the Municipality and NSMFC, forthwithterminate this Agreement as provided for in Section 2.05(c).

Section 2.05 Disbursement and Purchase of Debentures.

(a) At any time following the Project being Substantially Performed, the Municipality and NSMFCshall jointly request the Disbursement (which shall not exceed the amount determined pursuant toSection 2.02) by delivering to FCM a completed Request for Disbursement in the form ofSchedule B, at least thirty (30) days before the date of the Disbursement set out therein, providedthat the Disbursement requested is equal to or less than two million dollars ($2,000,000) and atleast sixty (60) days before the date of the Disbursement set out therein if the Disbursementrequested is greater than two million dollars ($2,000,000) which date shall be a Business Day (the“Disbursement Date”). Provided that the conditions of Disbursement set forth in Section 3.01have been met when the Municipality and NSMFC submit the Request for Disbursement, FCMshall pay the Disbursement to NSMFC on the requested date therefor, which payment to NSMFCthe Municipality hereby authorizes and directs.

(b) NSMFC shall immediately following its receipt of the Disbursement pay the proceeds of theDisbursement, less an administrative fee in the amount charged by NSMFC from time to time, tothe Municipality to purchase the Debentures, which the Municipality shall sell to NSMFC. In noevent shall NSMFC be obliged to purchase the Debentures if the Disbursement has not beenmade by FCM. The Municipality agrees that the administrative fee shall be fully earned byNSMFC on its payment to the Municipality of the said Principal Amount of the Loan lessadministrative fee. The Debentures that the Municipality will issue to NSMFC shall have anaggregate face amount equal to the amount of the Disbursement.

(c) If, for any other reason other than FCM’s failure to fulfil its obligations hereunder, theDisbursement is not made by the Loan Expiration Date then FCM may, on notice to theMunicipality and NSMFC, forthwith terminate this Agreement including any obligation toprovide the Loan and/or make the Disbursement hereunder.

Section 2.06 Repayment. NSMFC shall repay to FCM the Principal Amount of the Loan in twenty(20) equal consecutive annual instalments commencing on the date of the first annual anniversary of theDisbursement Date and ending on the earlier of the date that is either (a) two hundred fort (240) monthsafter the Disbursement Date; or (b) the date on \hich the Principal Amount of the Loan has been repaid asa result of one or more prepayments in accordance with Section 2.08 (the “Term”).

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Section 2.07 Interest.

(a) NSMFC shall pay interest on the Principal Amount of the Loan that is from time to timeoutstanding to FCM at an annual rate that equals the higher of:

(i) (A) the average of the GoC ten (10) year benchmark bond yield and the long-term GoCbenchmark bond yield both in effect five (5) Business Days immediately preceding thedate on which the Borrowing By-law is passed (which yields will be shown on the websiteof the Bank of Canada at wvw.bankofcanada.ca) minus (B) one point fifty percent(1.50%) per annum; and

(ii) two percent (2.00%) per annum.

For greater certainty, the annual rate shall not be lower than two percent (2.00%) per annum. Theannual rate of interest so determined is subject to increase as provided in Section 2.07(d).

(b) Such interest shall be calculated and accrued semi-annually, not in advance, from theDisbursement Date based on the actual number of days outstanding, after as well as before default,including after any judgment, until the Principal Amount of the Loan has been repaid in full.

(c) Interest at the aforesaid rate on the Principal Amount of the Loan that is from time to timeoutstanding shall become due and be payable semi-annually, not in advance, commencing on thedate which is six (6) months following the Disbursement Date, and shall continue to be paid semi-annually, not in advance, until the Principal Amount of the Loan has been repaid in full.

(d) If NSMFC defaults in the payment of any sum due for the Principal Amount of the Loan orinterest thereon at any time appointed for payment thereof as contained in Section 2.06 and thisSection 2.07, NSMFC shall, until such overdue principal and/or interest amount(s) has/have beenpaid in full, pay to FCM interest on the Principal Amount of the Loan and interest thereon thenoutstanding at an annual rate that equals the annual rate provided for in Section 2.07(a)(i)(A) pItwo percent (2.0%) per annum, calculated from the date of such default. Any payment received byFCM from NSMFC following default in the payment of any sum due for the Principal Amount ofthe Loan or interest thereon by NSMFC shall be applied, first, to the interest incurred pursuant tothis Section 2.07 in respect of such overdue principal and/or interest amount(s), secondly, inrespect of the interest on the overdue Principal Amount of the Loan and, thirdly, in respect of theoverdue Principal Amount of the Loan.

Section 2.08 Prepayment. Following the expiration of the first half of the Term, NSMFC may on anysubsequent annual payment date, on not less than thirty (30) days notice to FCM, prepay all or part of thePrincipal Amount of the Loan that is then outstanding, provided it simultaneously pays all accruedinterest thereon plus an amount equal to three percent (3%) of the Principal Amount of the Loan soprepaid. In the case of a prepayment of a part of the Principal Amount of the Loan, the amount of suchprepayment cannot be less than the sum of one hundred thousand dollars ($100,000.00). Upon delivery byNSMFC of a prepayment notice, NSMFC shall be obligated to effect prepayment in accordance with theterms of the notice and this Section 2.08. Any amounts prepaid may not be re-borrowed.

Section 2.09 Payments.

(a) Payments of principal and interest due to FCM under this Agreement shall he made by NSMFCto FCMs credit at:

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Name of Bank: Royal Bank of CanadaAddress of Bank: 90 Sparks Street, Ottawa, Ontario K1P 5T6Bank no.: 003transit no.: 00006to the credit of FCM’s account no.: l02-427-2and the Loan reference no.: GMF 10309

or as FCM may otherwise designate from time to time by notice to NSMFC’s designate.

(b) Notwithstanding the foregoing, upon the prior written approval of FCM, NSMFC may makealternative arrangements in respect of the manner of payment of principal and interest due toFCM under this Agreement, including payment by preauthorized debit, cash, certified cheque,money order or wire of immediately available funds.

(c) Interest shall accrue until payment is received by FCM’s banker. If the date for any paymentunder this Agreement is not a Business Day at the place where such payment is to be made, thenNSMFC shall make such payment on the next succeeding Business Day.

(d) Subject to Section 2.07, if FCM shall at any time receive from NSMFC less than the full amountthen due and payable under this Agreement, FCM shall have the right to allocate and apply suchpayment in any manner and for such purpose, as FCM shall solely determine, notwithstandingany instruction by NSMFC to the contrary.

Section 2.10 Covenant to Pay. NSMFC promises to pay to FCM punctually in accordance with thisAgreement all amounts, including the Principal Amount of the Loan, interest, fees, costs, expenses andother monies owing by NSMFC to FCM under this Agreement. NSMFC hereby waives presentment forpayment of this promise to pay, demand, protest or notice of any kind.

Section 2.11 Payments by the Municipality to NSMFC of the Amounts Owin2 Under theDebentures.

(a) Municipality shall repay the Debentures in twenty (20) equal consecutive annual instalments as toprincipal commencing on the date that is twelve (12) months after the purchase by NSMFC of theDebentures and ending on the date which is two hundred forty (240) months after purchase byNSMFC of the Debentures.

(b) Interest shall accrue and be payable by the Municipality to NSMFC under the terms of theDebentures at the annual rate provided for in Section 2.07.

(c) Such interest shall be calculated and accrued halfyearly, not in advance, from the date of thepurchase by NSMFC of the Debentures based on the actual number of days outstanding, after aswell as before default, including after any judgment, until the Debentures have been fullyredeemed.

(d) Interest at the aforesaid rate on the Principal Amount of Debentures shall become due and bepayable semi-annually, not in advance. commencing on the date that is six (6) months after thepurchase by NSMFC of the Debentures, and shall continue to be paid semi-annually, not inadvance, until the Debentures have been fully repaid.

(e) If the Municipality defaults in the payment of any sum due for the repayment of the Debenturesor interest thereon at any time appointed for payment thereof as contained in this Section, the

Eev NS T MOe

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Municipality shall, until such overdue amount(s) has/irnve been paid in full, pa to NSMFCinterest on the Principal Amount of the Loan that is from time to time outstanding at an annualrate that equals: (i) the total of the annual rate provided for in Section 2.07( )(i)(A); pi (ii) twopercent (2.0%) per annum, calculated from the date of such default.

(0 Following the elapse of the first half ofthe Term, the Municipality may on any subsequent annualpayment date in respect of the Principal Amount of the Debenture, on not less than thirty (30)days notice to NSMFC. redeem all or part of the Principal Amount of the Debentures thenoutstanding. provided it simultaneously pays all accrued interest thereon plus, as a bonus, anadditional three percent (3%) of the Principal Amount redeemed. In the case of a redemption of apart of the Principal Amount of the Debentures, the amount of such redemption cannot be lessthan the sum of one hundred thousand dollars ($100,000.00). Upon delivery of such notice, theMunicipality shall be obligated to effect redemption in accordance with the terms of the noticeand this Section 2.11. Any amounts redeemed may not be re-borrowed.

(g) Payments of principal and interest due on the Debentures under this Agreement shall be made bythe Municipality to NSMFC’s credit at NSMFC’s banker in accordance with written notice to beprovided by NSMFC to the Municipality.

(h) Interest shall accrue until payment is received by NSMFC’s banker. If the date for any paymentunder this Agreement is not a date in which banks are open for business at the place where suchpayment is to be made, then the Municipality shall make such payment on the next succeedingday on which banks are open for business in such place, and interest shall accrue until thatpayment is received by NSMFC’s banker.

(i) If NSMFC shall at any time receive from the Municipality less than the full amount then due andpayable under the Debentures or under this Agreement, NSMFC shall have the right to allocateand apply such payment in any manner and for such purpose. as NSMFC shall solely determine,notwithstanding any instruction by the Municipality to the contrary.

Section 2.12 Grant Amount, Subject to and in accordance with the terms and conditions of thisAgreement and in reliance upon the representations, warranties and covenants of the Municipalityhereinafter set forth, FCM agrees to contribute towards the Eligible Costs, an amount that is equal to thelesser of:

(a) the sum of four hundred thousand dollars ($400,000); or

(b) seven and twenty seven one hundredths percent (7.27 %) of Eligible Costs;

provided that, if the aggregate amount of funding received or to be received from all sources of funding,other than the Municipality, as described in Part 3 of Schedule A delivered pursuant to Section 3.01(j) (allas determined and calculated by FCM) is greater than the total costs incurred by’ the Municipality inrespect of the Project, as evidenced by the delivery contemplated in Section 3.0 1(k), then FCM mayreduce the Grant amount determined pursuant to this Section 2.12 to such amount as it deems appropriate.in its sole and absolute discretion.

Notwithstanding the foregoing, no Grant will be awarded if the Project fails to achieve theRequired Minimum Environmental Benefit.

Section 2.13 Grant Expiration Date. If the Municipality fails to meet the conditions of Contributionset forth in Section 3.02, including achieving the Required Minimum Environmental Benefit, and/or fails

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to request the Contribution as provided for in Section 2.14 within three (3) years from the time the Projectis Substantially Performed then FCM may, at its sole and absolute discretion and on notice to theMunicipality, forthwith terminate its obligation to provide the Grant pursuant to Section 2.12 of thisAgreement.

Section 2.14 Contribution. At any time following the Project being Substantially Performed, andprovided that the Loan has been disbursed in accordance with this Agreement, the Municipality shallrequest the advance of the Grant by way of a single Contribution (which shall not exceed the amountdetermined pursuant to Section 2.12) by delivering to FCM a completed Request for Contribution in theform of Schedule B, at least thirt (30) days before the date of the Contribution set out therein, which dateshall be a Business Day (the ‘Contribution Date”). Provided that the conditions of Contribution setforth in Section 3.02 have been met when the Municipality submits the Request for Contribution, FCMshall:

(a) calculate the amount of the Grant and, therefore, the amount of the Contribution, in the mannercontemplated by Section 2.12 and shall provide written notice thereof to the Municipality not lessthan five (5) days prior to the Contribution Date; and

(b) pay the Contribution to the Municipality on the Contribution Date.

ARTICLE 3CONDITIONS OF DISBURSEMENT OF THE LOAN AND

CONDITIONS OF CONTRIBUTION OF THE GRANT

Section 3.01 Conditions of Disbursement of the Loan. The obligation of FCM to make theDisbursement is conditional upon the following conditions being satisfied:

(a) the Municipality has delivered to FCM and to NSMFC a copy of the Certificate of Incumbencyand Authority in the form of Schedule C;

(b) NSMFC has delivered to FCM a copy of the Certificate of Incumbency and Authority in the formof Schedule Cl;

(c) the Municipality and NSMFC have delivered to FCM a completed Request for Disbursement inthe form of Schedule B relating to the Loan;

(d) the Municipality has delivered to FCM and to NSMFC a Legal Opinion in the form of ScheduleD, which is found satisfactory by FCM and NSMFC;

(e) NSMFC has delivered to FCM a Legal Opinion in the form of Schedule Dl, which is foundsatisfactory by FCM;

(f) the Municipality’s project manager in relation to the Project has delivered to FCM (with a copy toNSMFC) a document, in form and substance acceptable to FCM. speciling the date on which theProject was Substantially Performed and confirming that all necessary governmental approvals,consents. authorizations and licenses that were required for the Project were obtained;

(g) the Municipality has delivered to FCM (with copy(ies) to NSMFC) confirmation that the Projectsubstantially conforms to the Project description set out in Part 1 of Schedule A:

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(h) the Municipality has completed and submitted to FCM the Project Completion Report (with acopy to NSMFC) in the form of Schedule C and shall have obtained FCM approval of the reportthereafter;

(i) the Municipality has conducted and delivered to FCM the Financial Audit (and all attachmentsthereto) in the form of Schedule E. which is found satisfactory by FCM. All invoices and receiptstogether with back-up documentation must be kept for audit purposes;

(j) the Municipality has: (i) provided details of any changes to Part 3 of Schedule A, in form andsubstance satisfactory to FCM; and (ii) delivered to FCM (with a copy to NSMFC) evidence inform and substance acceptable to FCM, confirming that each of the sources of funding describedin Part 3 of Schedule A has contractually agreed on the conditions and amount of its funding ofthe Project;

(k) the Municipality has determined and delivered to FCM (with copy(ies) to NSMFC), substantiallyin the fonn of Part 2 of Schedule A and certified by a person named in the Certificate ofIncumbency and Authority in the form of Schedule C, the total costs of the Project for the periodbeginning November 1, 2009 and ending on the date on which the Project was SubstantiallyPerformed, being expenses which: (i) are actually and reasonably incurred; (ii) are directly relatedto the Project; (iii) were incurred and in an amount which is in accordance with applicableindustry standards; (iv) would not otherwise have been incurred by the Municipality but for theProject; and (v) other than in-kind contributions set out under the heading “In-Kind” in thedefinition of Eligible Costs, be an actual cash outlay by or on behalf of the Municipality to thirdparties acting at arm’s length that can be documented through invoices, receipts or contracts;

(1) the Municipality has delivered to NSMFC the Debentures in fully registered form to be held inescrow pending the Disbursement and the subsequent advance by NSMFC to the Municipality ofthe net Principal Amount of the Loan pursuant to Section 2.02, including without limitation thecertificate of the Deputy Minister of Service Nova Scotia and Municipal Relations requiredpursuant to the terms of the Municipal Government Act, with respect to the Debentures;

(m) the Municipality has obtained, or has made other arrangements satisfactory to FCM for obtaining,all required approvals, consents, authorizations and licenses, including without limitation anynecessary by-law or resolution passed by the Municipality’s Council and any necessaryauthorizations from Her Majesty the Queen in right of the Province of Nova Scotia and theGovernment of Canada, in order for the Municipality to enter into and comply with thisAgreement, and has provided FCM with satisfactory evidence thereof:

(n) NSMFC has obtained, or has made other arrangements satisfactory to FCM for obtaining, allrequired approvals, consents, authorizations and licenses, including without limitation anynecessary corporate by-law or resolution and any necessary authorizations from Her Majesty theQueen in right of the Province of Nova Scotia and the Government of Canada, in order forNSMFC to enter into and comply with this Agreement, and has provided FCM with satisfactoryevidence thereof

(o) the Municipality has delivered to FCM confirmation satisfactory to FCM that the followingconditions have been satisfied: No additional conditions imposed.

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Each of the foregoing conditions is included for the benefit of FCM and may be waived in whole or in

part at FCM’s sole discretion by notice to the Municipality and to NSMFC.

Section 3.02 Conditions of Disbursement of the Grant. The obligation of FCM to remit the

Contribution is conditional upon the following conditions being satisfied:

(a> the conditions of Disbursement of the Loan set out in Section 3.01 remain completed and/or true

and correct, as applicable, on and as of the Contribution Date;

(b) the Municipality has delivered to FCM a completed Request for Contribution in the form of

Schedule B 1 relating to the Grant;

(c) the Municipality has delivered to FCM, and obtained FCM approval of, the Environmental

Results Report in the form of Schedule H that confirms that the Project has achieved the Required

Minimum Environmental Benefit, verified by a third party acceptable to FCM;

(d) in the event that the Municipality incurs additional Eligible Costs since the submission of the

initial Statement of Expenses and Audit Report referred to in Section 3.01, the Municipality shall

deliver to FCM an updated Statement of Expenses confirming in a manner satisfactory to FCM,

the additional Eligible Costs incurred by the Municipality in relation to the Project and

confirming that the Grant will be used for the purpose set forth in Section 2.01 together with an

Audit Report in the form of Part 3 of Schedule E which is found satisfactory to FCM. All

invoices and receipts together with back-up documentation must be kept for audit purposes; and

(e) the Municipality has delivered to FCM confirmation satisfactory to FCM that the following

conditions have been satisfied: No additional conditions imposed.

Each of the foregoing conditions is included for the benefit of FCM and may be waived in whole or in

part at FCM’s sole discretion by notice to the Municipality.

Section 3.03 Conditions of Disbursement in Favour of NSMFC. The obligation of NSMFC to

execute and deliver the Request for Disbursement to the Municipality is conditional upon the following

conditions being satisfied:

(a) approval for the issuance of the Debentures by the Municipality has been obtained from the

Minister of Service Nova Scotia and Municipal Relations of the Province of Nova Scotia.

ARTICLE 4REPRESENTATIONS AND WARRANTIES

Section 4.01 Representations and Warranties. The Municipality represents and warrants to each of

FCM and NSMFC:

(a) that it is a duly established municipal corporation under the laws of the Province of Nova Scotia

and has the legal power and authority to enter into, and perform its obligations under, this

Agreement;

(b) that this Agreement has been duly authorized and executed by it and constitutes a valid and

binding obligation of the Municipality, enforceable against it in accordance with its terms:

Pace 13 of62

(c) that neither the making of this Agreement nor the compliance with its terms and terms of theProject will conflict with or result in breach of any of the terms, conditions or provisions of, orconstitute a default under any indenture, debenture, agreement or other instrument or arrangementto which the Municipality is a party or by which it is bound, or violate any of the terms orprovisions of the Municipality’s constituting documents or any license, approval, consent,judgment, decree or order or any statute, rule or regulation applicable to the Municipality; and

(d) no litigation, arbitration or administrative proceedings are current or, so far as the Municipality isaware, pending or threatened which is likely to have a material adverse effect on theMunicipality’s performance of the Project or its compliance with its obligations under thisAgreement.

(e) that it owns all right, title and interest, including all intellectual property rights, in and to theProject Completion Report and the Environmental Results Report that it will submit to FCMpursuant to Article 3, prepared by or on behalf of the Municipality and has sole and exclusiverights to the use thereof. Any person involved in the preparation of such reports has executed anddelivered to the Municipality a written agreement which effects the assignment to theMunicipality of all right, title and interest therein, including all intellectual property rights, andprovides that such person has waived all its non-assignable rights (including moral rights) therein;and

(f) that the Project Completion Report and the Environmental Results Report prepared in connectionwith this Agreement or the Project by or on behalf of the Municipality infringes upon any of theintellectual property rights of any other person and the Municipality has not received any charge,complaint, claim, demand, or notice alleging any interference, infringement, misappropriation orviolation of the intellectual property rights of any other person, nor does the Municipality knowof any valid grounds for any bona fide claims.

Section 4.02 NSMFC’s Representations and Warranties. NSMFC represents and warrants to FCM:

(a) that it is a duly established body corporate under the laws of the Province of Nova Scotia and hasthe legal power and authority to enter into, and perform its obligations under, this Agreement; and

(b) that this Agreement has been duly authorized and executed by it and constitutes a valid andbinding obligation, enforceable against NSMFC in accordance with its terms.

Section 3.03 FCM’s Representations and Warranties. FCM represents and warrants to each of theMunicipality and NSMFC:

(a) that it is a duly established corporation tinder the laws of Canada and has, as Trustee of the GMF.the legal power and authority to enter into, and perform its obligations under, this Agreement; and

(b) that this Agreement has been duly authorized and executed by it, as Trustee of the GMF, andconstitutes a valid and binding obligation of FCM, enforceable against it, as Trustee of the GMF,in accordance with its terms.

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ARTICLE 5COVENANTS

Section 5.01 Affirmative Covenants. Unless FCM shall otherwise agree in writing:

(a) NSMFC shall use the Loan only for the purchase of the Debentures in the manner contemplatedby this Agreement:

(b) the Municipality shall use the grant and the funds received in respect of the purchase of theDebentures only for the purposes described in Section 2.01;

(c) the Municipality shall carry out the Project and conduct the activities thereof in compliance withall applicable laws and regulations and, without restricting the generality of the foregoing, incompliance with all applicable environmental, health and safety laws of the Province of NovaScotia and of Canada;

(d) the Municipality shall perform the Project with due diligence and efficiency and in accordancewith sound engineering, financial and business practices; maintain its accounts, managementinformation and cost control system and books of accounts adequately to reflect truly and fairlythe financial condition of the Project and to conform to GAAP, The Municipality covenants and

agrees that it shall keep all such books and records of the Project for seven (7) years afterthe later of the Disbursement Date and the Contribution Date;

(e) the unicipality shall upon FCM’s request with reasonable prior notice to the Municipality,permit representatives of FCM, during normal office hours of the Municipality, to visit any of thepremises where the Project activities are conducted and to have access to the Municipality’sbooks of accounts and records relating to the Project and permit FCM to communicate directlywith, including the receipt of information from, the Municipality’s external auditors regarding theMunicipality’s accounts and operations relating to the Project; and

(0 the Municipality shall own all right, title and interest, including all intellectual property rights, inand to the Project Completion Report and the Environmental Results Report that it will submit toFCM pursuant to Article 3, prepared by or on behalf of the Municipality and shall have sole andexclusive rights to the use thereof. The Municipality shall ensure that any person involved in thepreparation of the Project Completion Report and the Environmental Results Report owns allright, title and interest, including all intellectual property rights, in the materials which theyprepare for the Municipality, has executed and delivered to the Municipality a written agreementwhich effects the assignment to it of all such right, title and interest therein, including allintellectual property rights, and provides that such person has waived all its non-assignable rights(including moral rights) therein.

Section 5.02 Negative Covenants. During the Term of this Agreement. unless FCM shall otherwiseagree in writing, the Municipality shall not:

(a) use the Debenture funds and/or the Grant for expenditures that are not Eligible Costs;

(b) at any time allow the Debt Service Ratio to exceed twenty five percent (25%);

(c) make any material change to the nature or scope of the Project or carry out the Project in a

manner which materially differs from that described in Schedule A hereof: or

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(d) sell. assign. transfer, lease, exchange or otherwise dispose ot or contract to sell, assign, transfer.lease. exchange or otherwise dispose of. any of the properties. of the Project. whether now ownedor hereafter acquired. and whether to a private sector partner of the Municipality or otherwise.except if provided for in Schedule A.

Section 5.03 Municipality’s Ongoing Information and Notice Requirements. The Municipalityshall provide to FCM and NSMFC the following information, in form and substance satisfactory to FCMand NSMFC:

(a) prompt notice of any change to the Project Completion Date as set out in Section 2.03;

(b) within 30 days of its request by FCM, a completed Project Progress Report in the form ofSchedule F;

(c) within one hundred and twenty (120) days after the end of its fiscal year, which is the 31St day ofMarch, two (2) copies of its complete financial statements for such fiscal year (which shall be inagreement with its books of account, shall include the aggregate amounts owing to securedcreditors, preferred creditors and general creditors, respectively, of it, and shall be prepared inaccordance with GAAP), together with an audit report thereon from an independent publicaccountant acceptable to FCM and NSMFC; furthermore, FCM and/or NSMFC may require suchan audit report at any time or times if there is an Event of Default;

(d) prompt notice of any proposed change in the nature or scope of the legal status of theMunicipality;

(e) prompt notice of any act or thing which does or may materially and adversely affect the Project orthe ability of the Municipality’ to perform its obligations under this Agreement and the Project;

(f’) prompt notice of any litigation or administrative proceedings, together with copies of any writtenlegal documents as FCM or NSMFC may request, before any court or arbitral body or otherauthority which might materially and adversely affect the Project or the ability of theMunicipality to perform its obligations under this Agreement and in respect of the Project;

(g) immediate notice of the occurrence of any Event of Default relating to the Municipalityspecifying the nature of such Event of Default, and the steps, if any, that the Municipality istaking to remedy’ the same; and

(h) such other information as FCM and/or NSMFC may from time to time reasonably request bynotice to the Municipality.

Section 5.03 NSMFC’s Ongoing Information and Notice Requirements. NSMFC shall provide toFCM the following information, in form and substance satisfactory to FCM:

(a) prompt notice of any event or condition which does or might materially’ and adversely affect theperformance of its obligations under this Agreement; and

(b) immediate notice of the occurrence of any Event of Default relating to NSMFC speciing thenature of such Event of Default. and the steps. ifanv. that NSMFC is taking to remedy the same.

PL009 Energy NS Ternpete Lest Mod.fled October 7, 2010

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ARTICLE 6EVENTS OF DEFAULT

Section 6.01 Events of Default. The following events are “Events of Default”:

(a) default shall have occurred in the payment of any outstanding portion of the Principal Amount of

the Loan, interest thereon, or other amounts payable to FCM by the Municipality or by NSMFCin respect of the Loan and/or under this Agreement and such default shall have continued for aperiod of not less than five (5) days;

(b) default shall have occurred in the performance of any covenant, agreement or undertaking of theMunicipality or NSMFC contained in this Agreement, save and except as provided for in theforegoing Section 6.01(a), and any such default shall have continued for a period of not less than

fifteen (15) days after notice thereof shall have been given to the Municipality and NSMFC byFCM;

(c) any representation or warranty confirmed or made in Article 4 or in the Request for Disbursement

or a Request for Contribution under this Agreement or in connection with the execution and

implementation of this Agreement or in connection with the Project, is found to have beenincorrect or misleading;

(d) the Municipality or NSMFC: (i) reaches or exceeds its then current debt and financial obligationlimit mandated by applicable government authorities; (ii) has failed to meet and pay any of itsdebentures or interest thereon when due and after payment thereof has been duly demanded; (iii)

has failed to meet and pay any of its other debts or liabilities when due and default in payment isoccasioned from financial difficulties affecting it; or (iv) has or may develop financial problems

such that default or unusual difficulty in meeting debts or obligations or in providing adequatefunds to meet current expenditures may ensue, or has failed to levy the necessary rates to meetcurrent expenditures;

(e) the Municipality or NSMFC has become voluntarily or involuntarily dissolved, or has becomebankrupt or insolvent; or, without restricting the generality of the foregoing, there shall have been

entered against the Municipality or NSMFC a decree or order by a court adjudging theMunicipality or NSMFC bankrupt or insolvent, or approving as properly filed a petition seekingreorganization, arrangement, adjustment or composition of or in respect of the Municipality or

NSMFC under any applicable law or regulation, or appointing a receiver, liquidator, assignee,

trustee, sequestrator (or other similar official) of the Municipality or NSMFC or of any

substantial part of its property or other assets, or ordering the winding up or liquidation of itsaffairs; or the Municipality or NSMFC shall have instituted proceedings to be adjudicatedbankrupt or insolvent, or consented to the institution of bankruptcy or insolvency proceedings

against it or the filing by the Municipality or NSMFC of a petition or answer or consent seeking

reorganization or relief under any applicable law or regulation, or the consent by it to the filing ofany such petition or to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (orother similar official) of the Municipality or NSMFC or of any substantial part of its property, or

the making by the Municipality or NSMFC of an assignment for the benefit of creditors, or theadmission by it in writing of its inability to pay its debts generally as they become due; or theMunicipality or NSMFC shall have requested a moratorium or suspension of payment of debts

from any court or any other event shall have occurred which under any applicable law orregulation would have an effect analogous to any of those events listed above in this subsection:

PLG E’ev NS T

Pa 17

(f if control and charge over the administration of all the affairs of the Municipality or NSrIFC arevested in any person other than the Municipality or NSMFC, as applicable; and

(g) if the Disbursement is not requested and made within the time limit provided in Article 2, as maybe extended.

Section 6.02 Remedies.

(a) Upon the occurrence of an Event of Default in respect of NSMFC, FCM may, by notice to NSMFC:

(i) declare the outstanding Principal Amount of the Loan, all accrued interest thereon and anyother amounts accrued or payable by NSMFC under this Agreement to be, and the sameshall thereupon become, immediately due and payable (anything in this Agreement to thecontrary notwithstanding) without any further notice and without any presentment,demand, protest or notice of any kind, all of which are hereby expressly waived byNSMFC;

(ii) take such action or proceedings in compliance with applicable laws or regulations as FCMin its sole discretion deems expedient to collect the amounts owing by NSMFC to FCMhereunder, all without any additional notice, presentment, demand, protest or otherformality, all of which are hereby expressly waived by NSMFC.

(b) Upon the occurrence of an Event of Default in respect of the Municipality, FCM or NSMFC may,by notice to the Municipality:

(i) declare all amounts accrued or payable by the Municipality under this Agreement to be,and the same shall thereupon become, immediately due and payable (anything in thisAgreement to the contrary notwithstanding) without any further notice and without anypresentment, demand, protest or notice of any kind, all of which are hereby expresslywaived by the Municipality;

(ii) take such action or proceedings in compliance with applicable laws or regulations as FCMin its sole discretion deems expedient to collect the amounts owing by the Municipality toFCM hereunder (which, for greater certainty, excludes the Grant Amount), all without anyadditional notice, presentment, demand, protest or other formality, all of which are herebyexpressly waived by the Municipality.

Section 6.03 Saving of Rights. No course of dealing and no delay in exercising, or omission toexercise, any right. power or remedy accruing to FCM upon any default under this Agreement shallimpair any such right. power or remedy’ or be construed to be a waiver thereof or any acquiescencetherein: nor shall the action of FCM in respect of any such default, or any acquiescence by it therein.affect or impair any right, power or remedy of FCM in respect of any other default.

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ARTICLE 7MISCELLANEOUS PROVISIONS

Section 7.01 Publications and Signae.

(a) The Municipality shall recognize and state in an appropriate manner, as approved by FCM, the

financial assistance offered by GMF conceming the Project and the contribution of the GoC to

the GMF.

(b) The Municipality shall have affixed, in content, form and manner acceptable to FCM Signage in

accordance with Schedule J, in a conspicuous location on or about the properties of the Project

acknowledging the contribution of FCM, the GMF and the GoC to the completion of the Project,

and has provided evidence thereof which is found satisfactory by FCM.

(c) The Municipality shall incorporate the following language into the Project Completion Report

and the Environmental Results Report, that it will submit to FCM pursuant to Article 3, unless it

has received written notice to the contrary from FCM:

“© 20 1X, Halifax Regional Municipality. All Rights Reserved.This project was carried out with assistance from the Green Municipal Fund, a

Fund financed by the Government of Canada and administered by the Federation

of Canadian Municipalities. Notwithstanding this support, the views expressed

are the personal views of the authors, and the Federation of Canadian

Municipalities and the Government of Canada accept no responsibility for them.”

(d) The Municipality grants FCM a perpetual, non-exclusive, non-transferable and royalty-free

license to use, reproduce, distribute, modify, adapt, change formats, display and translate the

Project Completion Report and the Environmental Results Report which is prepared and/or

delivered by or on behalf of the Municipality to FCM pursuant to this Agreement in furtherance

of the goals and objectives of the FCM and/or the GMF.

Section 7.02 Communication. The Municipality shall during the Term of this Agreement:

(a) promptly inform FCM of upcoming promotional events related to the Project and allow FCM and

the GoC to participate in such promotional events;

(b) comply with any FCM GMF guidelines for the planning of communications and the respective

roles of the Municipality and of FCM in the coordination and implementation of a

communications strategy relating to the Project; and

(c) cooperate in providing reasonable information on the Project to other interested persons to permit

the sharing of knowledge and lessons learned about the Prolect during the Term of this

Agreement and for five (5) years following termination hereof.

Section 7.03 Notices and Requests. Any notice, demand, request or other communication to be given

or made under this Agreement to FCM, to the Municipality or to NSMFC shall be in writing and may be

made or given by personal delivery, by ordinary mail, by facsimile or by electronic mail, addressed as

follows:

Pace 19ofo

To the Municipality:Halifax Regional MunicipalityP.O. Box 1749Halifax. NSB3J 3A5

Attention: Ms. Nancy HarperTeam Leader Accounting

• telephone: 902-490-3696by facsimile: 902-490-1578

• by electronic mail: harpernhalifax.ca

Alternate Contact:

Attention: Mr. Louis Dc MontbrunManager, Accounting Operations

telephone: 902-490-7222• by facsimile: 902-490-3948• by electronic mail: demontl@halifax.ca

To the NSMFC:Nova Scotia Municipal Finance Corporation14 North Maritime Center,1505 Barrington Street,P.O. Box 850, Station “MHalifax, N.S.B3J2V2

Attention: Mr. Bob AudouxManager, Financial Services

• telephone: 902-424-7172• by facsimile: 902-424-0525• by electronic mail: audouxrjgov.ns.ca

To FCM:Federation of Canadian Municipalities24 Clarence StreetOttawa, OntarioKIN 5P3

Attention: Ms. Nathalie LapointeProject Officer - Contracts

• telephone: 613-907-6261• by facsimile: 613-244-1515• by electronic mail: nlapointefcm.ca

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Any notice, demand, request or other communications made or given by personal delivery shall bedeemed to have been made or given on the day of actual delivery thereof, and if made or given byordinary mail, on the 3rd Business Day following the deposit thereof in the mail, and if made or given byfacsimile transmission or by electronic mail, on the 1st Business Day following the transmittal thereof. Ifthe party giving any notice, demand, request or other communications knows or reasonably ought toknow of any difficulties with the postal system that might affect the delivery of mail, such notice,demand, request or other communications shall not be mailed, but shall be given by personal delivery,facsimile transmission or electronic mail.

Section 7.04 Non-liability of FCM. Each of the Municipality and NSMFC acknowledges and agreesthat:

(a) by accepting or approving anything required to be accepted or approved by FCM pursuant to thisAgreement or the Project, FCM shall not be deemed to have warranted or represented thesufficiency, legality, effectiveness or legal effect of the same, or of any term, provision orcondition thereof, and such acceptance or approval thereof shall not constitute a warranty orrepresentation to anyone with respect thereto by FCM;

(b) the relationship between the Municipality and FCM is, and shall at all times be and remain, thatof independent contractors and the relationship between NSMFC and FCM is, and shall at alltimes be and remain, that of a borrower and a lender. FCM shall not under any circumstances beconstrued to be a partner or joint venturer of the Municipalityor of any of its Project team. FCMshall under no circumstance be deemed to be in a relationship of confidence or trust or a fiduciaryrelationship with the Municipality or with any member of its Project team or with NSMFC. FCMdoes not undertake or assume any responsibility or duty to the Municipality or to any member ofits Project team to select, review, inspect, supervise, pass judgment upon, or inform theMunicipality or any member of its Project team of any matter in connection with the Project; theMunicipality and its Project team shall each rely entirely upon their ownjudgment with respect tosuch matters; and any review, inspection, supervision, exercise of judgment or supply ofinformation undertaken or assumed by FCM in connection with such matters is solely for theprotection of FCM and GMF and neither the Municipality, nor any member of the Municipality’sProject team, nor any other person is entitled to rely thereon;

(c) Neither FCM nor NSMFC shall be responsible or liable to any person for any loss, damage,liability or claim of any kind relating to injury or death to such person or damage to propertycaused by the action, inaction or negligence of the Municipality and/or any member of its Projectteam; and

(d) the Municipality shall indemnify and save harmless each of FCM and NSMFC from and againstall claims, demands, actions and costs, whatsoever that may arise out of the Municipality’sperformance of the Project and this Agreement or by reason of any matter or thing done by theMunicipality, by members of the Municipality’s Project team, or by their employees or agents,whether occasioned by negligence or otherwise. Such indemnification shall survive terminationof this Agreement.

Section 7.05 Non-liability of NSMFC. Each of the Municipality and FCM acknowledges and agreesthat:

(a) by accepting or approving anything required to be accepted or approved by NSMFC pursuant tothis Agreement or the Project, NSMFC shall not be deemed to have warranted or represented thesufficiency, legality, effectiveness or legal effect of the same, or of any term, provision or

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condition thereof and such acceptance or approval thereof shall not constitute a warranty orrepresentation to anyone with respect thereto by NSMFC;

(b) the relationship between the Municipality and NSMFC is, and shall at all times be and remain,that of independent contractors and the relationship between NSMFC and FCM is. and shall at alltimes be and remain, that of a borrower and a lender. NSMFC shall not under any circumstancesbe construed to be a partner or joint venturer of the Municipality or of any of its Project team.NSMFC shall under no circumstance be deemed to be in a relationship of confidence or trust or afiduciary relationship with the Municipality or with any member of its Project team or with FCM.NSMFC does not undertake or assume any responsibility or duty to the Municipality or to anymember of its Project team to select, review, inspect. supervise, pass judgment upon, or informthe Municipality or any member of its Project team of any matter in connection with the Project;the Municipality and its Project team shall each rely entirely upon their own judgment withrespect to such matters; and any review, inspection, supervision, exercise ofjudgrnent or supplyof information undertaken or assumed by NSMFC in connection with such matters is solely forthe protection of NSMFC and neither the Municipality, nor any member of the Municipality’sProject team, nor any other person is entitled to rely thereon;

Section 7.06 FCM’s Limited Liability, FCM has executed this Agreement solely in its capacity astrustee of the GMF and not in its own capacity. Accordingly, recourse with respect to any liability orobligation of FCM in connection with this Agreement shall be limited only to the property and assets ofthe GMF and neither FCM nor any director, officer, agent, servant or employee thereof shall have anypersonal liability therefor.

Section 7.07 Further Assurances. Each party shall promptly execute and deliver, upon request byone or both of the other parties, all such other and further documents, agreements, opinions, certificatesand instruments as may be reasonably required by the requesting party or parties to more fully state theobligations of any party or parties to this Agreement or to make any recording, file any notice or obtainany consent.

Section 7.08 Amendment. Any amendment of any provision of this Agreement, including theSchedules, must be in writing and signed by all parties.

Section 7.09 Choice of Language. It is the express wish of the parties that this Agreement and anyrelated documents be drawn up and executed in English. Les parties reconnaissent avoir exigé que Iaprésente convention et tous les documents connexes soient rédiges en anglais.

Section 7.10 Governing Law. This Agreement shall be governed by and construed in accordancewith the laws of the Province of Ontario and the laws of Canada applicable therein.

Section 7.11 Choice of Forum. The parties hereto agree and intend that the proper and exclusiveforum for any litigation of any disputes or controversies arising out of or related to this Agreement shallbe a Court of competent jurisdiction located in the Province of Ontario, City of Ottawa.

Section 7.12 Effectiveness. This Agreement shall continue in force until all other monies payablehereunder have been fully paid to FCM in accordance with the provisions hereof.

Section 7.13 Successors and Assigns. This Agreement shall be binding upon and inure to the benefitof the parties hereto and their respective successors and assigns, except that the Municipality may not

Paue 22 of 62

assign or otherwise transfer all or any part of its rights or obligations under this Agreement without theprior written consent of FCM.

Section 7.14 Severability. In the event that any part of a provision(s) of this Agreement is (are) held tobe invalid, unenforceable, or void, such provision(s) shall, by the adjudicating body, be applied to thefullest extent possible and shall be read-down only to the extent absolutely necessary to comply withapplicable law. If any provision(s) of this Agreement is (are) held to be invalid, unenforceable, or void,such provision(s) shall be severed from the rest of the Agreement. The fact that part of a provision(s) oran entire provision(s) has (have) been held to be invalid, unenforceable, or void such determination shallnot affect the validity and enforceability of any other remaining provisions.

Section 7.15 Waiver of Rights. Except as expressly provided in this Agreement, any waiver of, orconsent to depart from, the requirements of any provision of this Agreement shall be effective only if it isin writing and signed by the party giving it. and only in the specific instance and for the specific purposefor which it has been given. No failure on the part of a party to exercise, and no delay in exercising, anyright under this Agreement shall operate as a waiver of such right. No single or partial exercise of anysuch right shall preclude any other or further exercise of such right or the exercise of any other right.

Section 7.16 Entire Aareement. This Agreement constitutes the entire agreement between the partiespertaining to the subject matter hereof and supersedes all prior correspondence, agreements, negotiations,discussions and understandings, if any, written or oral.

Section 7.17 Audit, FCM reserves the right, at its own expense, to audit compliance by theMunicipality with this Agreement at any time.

Section 7.18 Counterparts, This Agreement may be executed in three counterparts and, in such case,each such counterpart shall be deemed an original, but all of which together shall constitute one and thesame agreement.

PLG-09 95 Ths5se Last Mcr0ed Ocsa 7 2019

Page 23 of 62

ARTICLE 8SURViVAL

Section 8.01 Survival. The provisions of Article 7 will survive the termination of this Agreement.

IN WITNESS WhEREOF, the parties hereto have executed and delivered this agreement as of the dateof last signature on this signature page,

HALIFAX REGIONAL MUNICIPALITY

per:

______________________________________________

Dan English, Chief Administrative Officer

date;

______ _________________________

per:

__________________________________________________

Cathie O’Toole, Chief Financial Officer

date:

_____________________________________________

We have aw’horitv to bind the Municipality herein.

NOVA SCOTIA MUNICiPAL FINANCE CORPORATION

per:

_____________________________________________________

Bob Houlihan, Chief Executive Officer

date:

__________________________________________________

I have authority to bind the NSMFC herein.

FEDERATION OF CANADIAN MUNICIPALiTIES,as Trustee of the Green Municipal Fund

per:

_____________________________________________________

Mr. Onno Kremers, Director, National Programs

date:

__________________________________________________

I have authority to bind FCA’f herein.

PLGO9 Errgy NS Tempae Last Mcófi,d Ocbber 7. 2010

Page 24 of 62

SCHEDULE A

Part 1: Description of the Project

The Halifax Regional Municipality will build a Four-pad Arena Complex. The 13,404-square meter

project i1l meet the requirements for LEED Siher standard and is the first facilitt offering four ice

surfaces in one location in Nova Scotia. The complex will be cost-effective and environmentally

responsible while serving the recreation needs of the community. In addition to four ice surfaces, the

facility will have offices, a concession stand, change rooms, and a storage room.

The Four-pad Complex addresses a leading community need identified in the municipality since 2001 and

confirmed through more recent studies. The facility will service an area that has experienced a high level

of recent growth with the likelihood of additional planned growth consistent with regional planning

principles. The area is expected to attract significant numbers of young families for whom an arena is anessential amenity.

The estimated energy savings resulting from the proposed measures are designed to be 40% better thanthe Model National Energy Code for Buildings. This will result in an estimated energy reduction of

11,503 Gigajoules per year. Some of the key features of the new development include:

• LEED Silver Certification.

• A high performance building envelope will be employed to reduce the need for mechanical

conditioning of the space. Notable features include; high thermal insulation values in the walls

and roof, high performance windows, and thermally insulated opaque panels in the arena spaces

will be used to take advantage of natural light while providing a greater thermal resistance than

glass.

• Lighting across the facility will be designed to reduce power consumption through fixtureselection and the use of lighting controls. Occupancy sensors will be employed in suitable areas

such as locker rooms, storage areas, and office spaces. Localized lighting controls will be

employed for exterior office and retail spaces to take advantage of natural lighting.

• The installation of a Cimco ecoChill system. Heat rejected from this chiller plant will be stored to

offset the space heating and domestic water heating requirements of the facility.

• In three of the four ice surfaces spectator areas will not be included. Where there are spectator

areas, bench seating will be heated using waste heat from the ice making system.

• All plumbing fixtures within the building will be specified as low flow. The water savings will be

in excess of 30% in comparison with traditional plumbing fixtures.

• Integration with a municipal transit park and ride, facilitating excellent transit accessibility.

In addition to accommodating the dominant minor hockey programs, the complex ill provide ice

services for a andy of groups. For example, it will accommodate wpically female dominated sports such

as ringette and figure skating, and one arena has been designed especially to accommodate physically

challenged groups playing sledge hockey. The complex will also support tourism by hosting sporting

events.

The Four-pad Complex is leceiving considerable attention from the local press and public. An educational

program will be implemented in this faciiit. illustrating the sustainable features of the building and

prosiding an opportunit’ for s isitors to be exposed to sustainable construction practices.

-CC Fng inp a’ )coher / ‘010

5 f2

i

EI I‘p4

Part 2: Description of Project Costs

SCHEDULE A

The expected eligible costs and ineligible costs for this Project are as follows:

Item Description Amount ($) % of Total

Project

Cost

Eligible_Costs:

Capital Costs niding Guaranteed Maximum Price $35,920,000 9L6%

Subtotal Eligible Costs: $35,920,000 91.6%

Allowable In-KindContribution

Subtotal Allowable In-Kind Contributions: $0

Total Eligible Costs: $35,920,000 91.6%

Ineligible Costs:

Land Acquisition

Total Ineligible Costs:

Total Project Costs:

$3,300,000

$3,300,000

$39,220,000

8.4%8.4%100%

1. The expenditures claimed are subject to audit by FCM. The amount contributed by FCM may vary as

a consequence. No expenditure incurred prior to December 10, 2009 is permitted to be included as

an Eligible Cost.

2. “Eligible Costs” means the following permitted expenditures for which the Municipality may use the

Loan and the Grant:

The list below was developed to help provide guidance to funding recipients on eligible and ineligible

costs. Should you require clarification, please don’t hesitate to contact FCM.

In order to be eligible for reimbursement:

1. All expenses must be listed in the Statement of Expenses and all invoices and receipts together

with back-up documentation must be kept for audit purposes (examples: sub-contractor invoices,

travel expenses claims, timesheets, etc). The Municipality will keep all such invoices, receipts

and back-up documents for seven (7) years after the later of the Disbursement Date and the

Contribution Date.

2. All expenses should be invoiced directly to the Municipality.

3. All expenses must be: (i) actually and reasonably incurred; (ii) directly related to the Project; (iii)

incurred and be iH an amount which is in accordance with applicable industry standards; (iv) a

cost or expenditure that would not otherwise have been incurred by the Municipality but for the

Project; (v) other than as set out below under the heading “In-Kind”, an actual cash outlay by or

on behalf of the Municipality to third parties acting at arm’s length that can he documented

through invoices, receipts or contracts; and (vi) have been incurred after December 10, 2009.

Pige 27 of 62

[ Eligible Costs Ineligible CostsAdministrative

Administrative costs hich are directly linked to Ordinary office supplies and expenses includingthe Project and have been incurred for the Project business cards. paper. file folders, monthly fee forincluding supplies and materials, document telephone line, etc.translation, communication costs such as telephonelong distance calls or faxes, permits. certification General oerhead cQsts such as general utilitiesrequired for the Project. printing/photocopying by (electricity, gas. water. etc.). insurance, furnitureoutside suppliers or acquiring of documents used and other operating costs related to generalexclusively in the Project. maintenance and repairs (janitorial expenses, etc.)

in relation to the Project.

Administrative costs not specifically listed aseligible costs, such as non-financial audit fees andlegal fees.

AdvertisingThe cost of advertising, including fees for The cost of advertising for general education oradvertising development as well as cost for publicity that is a direct result of on-goingpresenting the project in media will be eligible to business activity and not a specific requirement ofthe extent of being essential in the objective of the Project.communicating the Project undertaking to thepublic & outside stakeholders as well as fulfilling The cost of promotional items.the requirement of public input on the Project.

The cost of project signage acknowledging FCM’sand the GoC’s contribution to the Project.

AuditThe cost of a financial audit if required for theProject.

CapitalCapital costs as defined and determined inaccordance with Generally Accepted AccountingPrinciples (GAAP).

Costs for acquiring, developing, constructing.modernizing or leasing systems (equipment,hardware. software etc.) that are essential for thecompletion of the Project.

Costs of construction, renovation or modernizationof facilities and structures essential for thecompletion of the Project such as materials andinstallation costs.

EquipmentThe rental of tools and equipment is eligible if the 1 Purchase of equipment is ineligible unless it isrental is specifically needed to undertake the less expensi\e than the rental. FCM pre-approvalapproved acti ity. j is required for the purchase of equipment.

In-kindIn-kind contribution of staff time by employee(s) of In-kind contribution of goods and services other

the Municipality. The value of a Project’s total in- than salaries and in-kind contributions made by

kind contributions on account of salaries, fees or anyone other than the Municipality.

remuneration cannot exceed 10% of the othereligible costs. Expenses paid by anyone other than the

Municipality are considered in-kind and thereforenot eligible.

Meetings and Public Gatherings

Those reasonable costs related to meetings and Any hospitality expenses including food and

discussions that are essential for the activity drinks, door prizes, alcohol, entertainment, music,

including meeting costs associated with public decorations, flowers, centerpieces. etc.

gatherings that serve the objective ofcommunicating the Project to the public & outsidestakeholders (room rental, show services such asrental of video equipments, tables, chairs) andcollecting feedback (internet and costs related towebsite development).

Real Property and Office SpaceOffice space for the Project.

Purchase, lease or sale of real property.

ServicesSalaries, fees or remuneration paid to professional, Any costs associated with person(s) enrolled on

technical personnel, consultants and contractors (all the Municipality’s payroll are ineligible, except

of whom must not be employed by the for those defined under the category listed as “In

Municipality) directly involved in: Kind”.

. The planning, assessment, analysis, design,engineering, manufacturing, construction, Engineering costs for which grants or

monitoring and reporting of the Project contributions are provided by or committed to be

. Public education and promotion, survey provided by any program of the Government of

and web site development and the Canada.

development of other communication tools,directly related to the implementation of Assessment of the baseline energy consumption

the Project. and modeling or simulation activities associatedwith determining energy consumption.

TaxesProvincial Sales Tax and the Goods and ServicesTax for which the Municipality is eligible for atax rebate and any other costs eligible for rebates.

Transportation, Shipping and Courier Charges

Transportation costs for delivery of materials and Any transport expense that is a direct result of on-

services essential for the Project. The costs must going business activity and not a specific

be reasonable and cannot combine or be an requirement of the Project.

outcome of other activities not related to theProject.

Travel and Accommodation

Travel and accommodation for external consultants Travel, accommodation and any fees associated

ihose expertise is quired for carrying out thej teicon eces. missions, trade shows,

Pae 29 ot

Project will qualify to the extent that the Travel and etc.

I Accommodation rates comply with Treasury Boardof Canada guidelines. Any travel and accommodation expenses

associated with the Municipality or the ProjectPartner(s).

P[G09 EeD Las Q1er 7 2717

SCHEDULE A

Part 3: Particulars of the Sources of Funding

The funding for the Project is planned as:

Source Source Name — Description/Notes Amount DateCommitted

Municipal Halifax Regional Municipal Reseres $ 12,667.000 March 4, 2010

MunicipalityHalifax Regional Loans from NB $20,153,000 March 4, 2010

Municipality Finance Authority

Provincial! Province of Nova Scotia Cash $2,000,000 To be

Territorial confirmed

Green Municipal Green Municipal Fund Grant $400,000 March 25, 2010

Fund Green Municipal Fund Loan $4,000,000 March 25, 2010

Total Project Costs $39,220,000

For each funding source listed, the Municipality must submit evidence of the intended financial

contribution, as required under Article 3 of the Agreement.

Page 31 of62

SCHEDULE B

Form of Request for Disbursement

[LETTERHEAD OF THE MUNICIPALITY][Address}

[DatejFederation of Canadian Municipalities24 Clarence StreetOttawa, OntarioKIN 5P3Attention: Ms. Nathalie Lapointe

Project Officer Contracts

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the HalifaxRegional Municipality (“Municipality”) (the “Agreement”)

Request for Disbursement

All terms defined in the Agreement shall have the same meanings herein and all references hereinto Articles, Sections and subsections are to those Articles, Sections and subsections of theAgreement.

2 The Municipality and NSMFC request the Disbursement on (X*, 2Qi, in accordance withthe provisions of Section 2.05 (the “Disbursement Date”).

And the Municipality requests that such amount be paid to NSMFC, and NSMFC agrees to acceptsuch payment on behalf of the Municipality, at the following account:

Name of Bank: Bank of MontrealAddress of Bank: 515 1 George Street, P0 Box 100 Halifax, NS B3J 2M3Telephone no. of Bank: 902-421-3698Bank no.: 001Transit no.: 00093to the credit of NSMFC’s Account no.: 1022-4 15

The Municipality requests and directs that NSMFC, and NSMFC does hereby agree to. pay theDisbursement to the Municipality as consideration for the purchase of the Debentures, as follows:

Name ofBank )XAddress of Bank XXXTelephone no of Bank XXXBank noBank’s transit noto the credit of Municipality’s Account no.: XX

Page 2 of 6.2

3. The Municipality hereby certifies as of the Disbursement Date that:

(a) the representations and warranties confirmed or made in Article 4 with respect to theMunicipality shall be true on and as of the Disbursement Date with the same effect asthough such representations and walTanties have been made on and as of theDisbursement Date;

(b) all covenants and other obligations of the Municipality to be performed or complied with

as of the Disbursement Date have been performed or complied with as of theDisbursement Date:

(c) no act or thing does or may materially and adversely affect the Project or the ability ofthe Municipality to perform its obligations under the Agreement and the Project hasoccurred;

(d) no Event of Default with respect to the Municipality has occurred and is continuing; and

(e) all of the conditions of Disbursement contained in Article 3 of the Agreement to beperformed by the Municipality have been satisfied.

4. NSMFC hereby certifies as follows:

(a) the representations and warranties confirmed or made in Article 4 with respect toNSMFC shall be true on and as of the date of the Disbursement with the same effect asthough such representations and warranties have been made on and as of the date of theDisbursement;

(b) all covenants and other obligations of NSMFC to be performed or complied with as ofthe date of the Disbursement have been performed or complied with as of the date of theDisbursement;

(c) no Event of Default with respect to NSMFC has occurred and is continuing; and

(d) all of the Conditions of Disbursement contained in Article 3 to be performed by NSMFChave been satisfied.

5. If any certification in paragraph 3 and paragraph 4 is not true and correct as of the Disbursement

Date, the Municipality will immediately noti1’ FCM prior to the making of the Disbursement byFCM.

Yours truly,

Halifax Regional Municipality

by

___________________________

XXXXX Authorized Representati e’

*As named in the Municipality’s last Certificate of Incumbency and Authority

20D

Pae33 of(2

[instruction: remove the signature line for the NSMFC if it’s a request for contribution]

Nova Scotia Municipal Finance Corporation

by

____________________________

XXXX Authorized Representati e

*\s named in the Municipality’s last Certificate of Incumbency and Authority

Paoe 34 of 62

SCHEDULE Bi

Form of Request for Contribution

[LETTERHEAD OF THE MUNICIPAL ITYJ

Federation of Canadian Municipalities24 Clarence StreetOttawa, OntarioKiN 5P3Attention: Ms. Nathalie Lapointe

Project Officer - Contracts

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)

as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the Halifax

Regional Municipality (“Municipality”) (the “Agreement”)

Request for Contribution

I. All terms defined in the Agreement shall have the same meanings herein and all references herein

to Articles, Sections and subsections are to those Articles, Sections and subsections of the

Agreement.

2. The Municipality requests the Contribution on XXXX, 20 IX, in accordance with the provisions

of Section 2.14 (the “Contribution Date”).”

Name of Bank:Address of Bank:Telephone no. of Bank: XXX-XXX-XXXXBank no.: XXX j3 DigitsiTransit no.: XXXXX [5 Digitslto the credit of the Municipal ity1s Account no.:

3. The Municipality hereby certifies as of the Contribution Date that:

(a) the representations and warranties confirmed or made in Article 4 with respect to the

Municipality shall be true on and as of the Contribution Date with the same effect as

though such representations and warranties have been made on and as of the Contribution

Date;

(b) all covenants and other obligations of the Municipality to be performed or complied with

as of the Contribution Date have been performed or complied with as of the Contribution

Date;

Pa35 of62

(c) no act or thing does or may materially and adversely affect the Project or the ability ofthe Municipality to perform its obligations under the Agreement and the Project hasoccurred:

(d) no Event of Default with respect to the Municipality has occurred and is continuing; and

(e) all of the conditions of Contribution contained in Article 3 of the Agreement to heperformed by the Municipality have been satisfied.

1. If any certification in paragraph 3 is not true and correct as of the Contribution Date, theMunicipality will immediately notify FCM prior to the making of the Contribution by FCM.

Yours truly,

Halifax Regional Municipality

by

_____________________________

XXXXX, Authorized Representative*

*As named in the Municipality’s last Certificate of Incumbency and Authority

PL5;CE E-ej NS TeDe 7

Page 36 of 62

SCHEDULE C

Form of Certificate of Incumbency and Authority

[LETTERHEAD OF THE MUN ICIPALITYj

[Address]

[Date]

Federation of Canadian Municipalities

24 Clarence Street

Ottawa. Ontario

KIN 5P3

Attention: Ms. Nathalie Lapointe

Project Officer — Contracts

And to

Nova Scotia Municipal Finance Corporation

14 North Maritime Center,

1505 Barrington Street.

P.O. Box 850. Station ‘M”

Halifax. N.S.

B3J 2V2Attention: Bob Audoux BBA, DMA, AMAP, CGA

Manager of Financial Services

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)

as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the Halifax

Regional Municipality (“Municipality”) (the “Agreement”)

Certificate of Incumbency and Authority

I. the XXXXX of the Municipality, with the authority of its municipal council. hereby certify that the

following are the names, offices and true specimen signatures of the persons, any one of whom is and

shall continue to be (until you receive authorized written notice from the Municipality that they, or any of

them, no longer continue to be) authorized:

• to sign on behalf of the Municipality a Request for Disbursement/Contribution provided

for in the Agreement;

• to sign the certificates provided for in the Agreement; and

• to take. do, sign or execute in the name of the Municipality, any other action required or

permitted to be taken. done. signed or executed under the Agreement and under any other

agreement to which you and the Municipality are parties:

No. Name Specimen Signature Office

I. Wayne Anstev

___________________________________________

Acting Chief Administrative Officer

2. Cathie O’Toole Chief Financial Officer

Yours truly,Halifax Regional Municipality

per:XXXXX Authorized RepresentatIe*

I have authority to bind the Municipality herein

SCHEDULE CI

Form of Certificate of Incumbency and Authority

[LETTERHEAD OF NSMFC][Address]

[Date]Federation of Canadian Municipalities24 Clarence StreetOttawa, OntarioKiN 5P3

Attention: Ms. Nathalie LapointeProject Officer Contracts

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the HalifaxRegional Municipality (“Municipality”) (the “Agreement”)

Certificate of Incumbency and Authority

I, the of NSMFC, hereby certiij that the following are the names, offices and true specimensignatures of the persons, any one of whom is and shall continue to be (until you receive authorized Writtennotice from NSMFC that they, or any of them, no longer continue to be) authorized:

• to sign on behalf of the NSMFC a Request for Disbursement of the Loan provided for in theAgreement; and

• to take, do, sign or execute in the name of NSMFC, any other action required or permitted tobe taken. done, signed or executed under the Agreement:

No. Name Specimen Signature Office

1 Mr. Bob Houlihan

_________________________

Chief Executive Officer

Yours truly,

Nova Scotia ivlunicipal Finance Corporation

per:

________________________________

I have authority to bind NSMFC herein

PLGC9 Enegy NS Tempte Last Modified October 7, 2010

Page 39 of62

SCHEDULE B

Form of Legal Opinion

[I ,ETTERHEAD OF M1JNTCIPALITYS COUNSEL]

Federa on of Canadian Municipalities24 Clarence StreetOttawa, OntarioKIN 5P3

Attention: Ms. Nathalie LapointeProject Officer — Contracts

And to

Nova Scotia Municipal Finance Corporation14 North Maritime Center,1505 Barrington Street,P.O. Box 850, Station “M”Halifax, N.S.B3J 2V2Attention: Bob Audoux BBA, DMA, AMAP, CGA

Manager of Financial Services

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)

as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the Halifax

Regional Municipality (“Municipality”) (the “Agreement”)

At your request. we have acted as counsel for the Municipality in connection with the loan of dollars

($, which you have agreed to extend to the Municipality subject to the provisions of the Agreement.

Expressions defined in the Agreement have the same meanings herein.

In acting as such counsel, we have examined the following documents:

1. the Agreement;

2. the relevant statute(s) of the Province of Nova Scotia, by which the Municipality was established;

3 he -1jtjfij of the Municipa it s council authorizing it to enter into the Agreement and

to issue and deliver the Debenture in connection with the Disbursement, dated (the

Municipal

4. the Municipality Certificate of Incumbency and Authority;

PLGO9 Energy NE Ternpate Lest ModEed Ontoher 7, 2010

Page 40 of 62

5. the Debentures; and

6. such other records and documents as we have deemed necessary or appropriate for the purposes

of this opinion.

Based upon the foregoing, we are of the opinion that:

I. the Municipality is duly established and is validly existing under the laws of the Province of Nova

Scotia;

2. the Municipality has obtained all necessary governmental and other authorizations, licenses,

approvals and consents for the Municipality to enter into the Agreement and to issue the

Debenture;

3 the Municipal By-Lais/Resolution has been properly passed and is within the legal powers of the

Municipality;

4. the Debenture issued in connection with the Disbursement has been duly authorized and issued by

the Municipality and constitutes a valid and legally binding obligation of the Municipality,

enforceable in accordance with its terms; and

5. the Agreementhas been duly authorized, executed and delivered by the Municipality and

constitutes a valid and legally binding obligation of the Municipality, enforceable in accordance

with its terms.

This opinion shall enure to your benefit and may be relied upon by you.

Yours truly,

[Signature of Counsel]

1’ag 31 of 62

SCHEDULE Dl

Form of Legal Opinion

[LETTERHEAD OF NSMFC’S COUNSEL]

[Address][Date]

Federation of Canadian Municipalities24 Clarence StreetOttawa, OntarioKIN 5P3

Attention: Ms. Nathalie LapointeProject Officer - Contracts

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”)as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the HalifaxRegional Municipality (“Municipality”) (the “Agreement”)

We have acted as counsel for NSMFC in connection with the loan which you have agreed to extend toNSMFC for the benefit of the Municipality subject to the provisions of the Agreement.

In acting as such counsel, we have examined the following documents:

I. the Agreement; and

2. such other records and documents as we have deemed necessary or appropriate for the purposesof this opinion.

Based upon the foregoing, we are of the opinion that:

1. NSMFC: (i) is duly established, validly existing and in good standing under the laws of theProvince of Nova Scotia, and (ii) has the power to enter into and perform its obligations under theAgreement.

2. ‘Fhe execution, delivery and performance by NSMFC of the Agreement has been authorized by allnecessary action on the part of NSMFC.

3. The Agreement has been duly executed and delivered by NSMFC.

4. ‘I’he resolutions of NSMFC authorizing the Agreement (the “Authorizing Resolution”) has beenenacted and passed by it in full compliance with the relevant statute(s).

Page 42 of 62

5. The execution, delivery and performance by NSMFC of the Agreement does not and will not

constitute or result in a violation or a breach of, or a default under the laws of the Province of

Nova Scotia and of Canada applicable therein.

6. No authorization, consent or approval of, or filing, registration or recording with, any

governmental authority having jurisdiction in the Province of Nova Scotia is required in

connection with the execution, delivery or performance by NSMFC of the Agreement, other than

authorizations, consents and approvals which have been obtained or filings, registrations or

recordings which have been made.

This opinion shall enure to your benefit and may be relied upon by you.

Yours truly,

[Signature of Counsel]

PLGC E NS Te ee Las: MDisd Oc:he

Pase 33 of 62

SCHEDULE E

Audit Requirements

Part 1: Scope of Financial Audit

The scope of the Financial Audit must involve the following:

1. The Project has been completed in accordance with the description set out in Part I of Schedule A;

2. The Eligible Costs were incurred for the purposes set out in Section 2.01 of the Agreement inamounts that are reasonable and eligible for reimbursement according to the terms and conditions ofthe Agreement and are supported by proper documentation. In order to be eligible forreimbursement, all expenses listed in the Statement of Expenses must qualify as “EligibleCosts” as per Part 2 of Schedule A.

3. The auditors must provide adjustments as per Part 2 of this Schedule E.

Pae 44 of 6

SCHEDULE E

Audit Requirements

Part 2: Form of Statement of Expenses

Green Municipal Fund — Project no. 10309Loan and Grant Agreement between the Federation of Canadian Municipalities (“FCM”) as

Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and the halifax Regional

Municipality (“Municipality”) (the “Agreement”)

Eligible Costs1 for the period beginning X XXX2êtX and ending XXXXXXI2fl1X

Claimed amounts Adjustments Audited Amounts

AdministrativeAdvertisingAuditCapital Costs (providedetails):

temj[item]tjI1

Total CapitalCosts

EquipmentMeeting and PublicGatheringProfessional ServicesTransportation,Shipping and CourierChargesTravel andAccommodationSub-total Eligible CostsIn-Kind (maximum 10%of other Eligible Costs)

Total Eligible Costs

In order to be eligible for reimbursement, all expenses listed in the Statement of Expenses must qualify as “Eligible

Costs” as per Part 2 of Schedule A.

Pa 45 of 62

SCHEDULE E

Audit Requirements

Part 3: Form of Audit Report

[LETTERHEAD OF MUNIC IPALITYS AUDITOR]

[Address][Date]

Federation of Canadian Municipalities24 Clarence StreetOttawa, OntarioK1N 5P3

Attention: Ms. Nathalie LapointeProject Officer - Contracts

Ladies and Gentlemen:

Re: Green Municipal Fund — Project no. 10309

We ha e audited the statement of expenses of the Munici“Statement of Expenses”) for the XXXX—moni.h period Ithe Municipality to complete the Projecti from )201X prepared in accordance with the Loan and Grant Agreement between the Federation of CanadianMunicipalities (“FCM”) as Trustee, the Nova Scotia Municipal Finance Corporation (“NSMFC”) and theHalifax Regional Municipality (the “Municipality”) (the “Agreement”) for Green Municipal Fund —

Project no. 10309 Bedford 4 Pad Ice Arena Complex. The Statement of Expenses is the responsibilityof the management of the Municipality. Our responsibility is to express an opinion on this Statement ofExpenses based on our audit.

We conducted. our audit in accordance with Canadian Generally Accepted Auditing Standards. Thosestandards require that we plan and perform an audit to obtain reasonable assurance whether the financialinformation is free of material misstatement. An audit includes examining, on a test basis, evidencesupporting the amounts in the Statement of Expenses. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overallpresentation of the Statement of Expenses.

In our opinion, the Statement of Expenses presents fairk . in all material respects, the expenses ol theMun icipalitv relating to GMF -- Project no. 10309 for the XXXX—month period Finstruction: Insert no. ofmomhs needed by the \lunicipalitv to complete the Project] from XXX day of XXXXX. 20 IX in XXXda of XXXXX. 20 IX in accordance with the Agreement.

Yours truly.

[Signature of Chartered Accountant]

PL009 Energy NS Temptate Last ModTed Octobe.r 7, 2010

Page 46 of62

SCHEDULE F

Project Progress Report

FCM might post your report on its Green Municipal Fund website at www,fcm.ca/gmf

because one of FCM’s mandates is to help municipal governments share their knowledge and

expertise regarding municipal environmental projects, plans and studies. Therefore, before you

submit a report to FCM. make sure that you hold the copyright in the report (i.e. you own all the

rights in the report and can decide who is allowed to reproduce and distribute the report) and that

it does not contain any confidential information. If the report contains confidential information

you need to submit two reports: one report containing confidential information to be read by

FCM staff and one report that does not contain confidential information, which can be posted on

the Green Municipal Fund website. Please contact FCM if you have questions about copyright

and confidentiality.

IMPORTANT: FCM will ask for such a report on a yearly basis if the Project implementation

takes longer than 1 year from the date of the Agreement or if there are significant delays to the

anticipated Project Completion Date. You are required to submit this report within 30 days of its

request by FCM.

Note: The Municipality may contact the GMF Project Officer for an electronic fillable form

version of this report.

Please submit this report by email and include the following information:

Information Required ResponseGMF number:

Name_of the_Municipality:Title:

Name, phone number, e-mail, andaddress of lead contact:Date_of progress_report:

Questions (suggested length 1 to 2 pages)Please summarize the activities completed so far and indicate the activities currently in progress

and scheduled, as per Schedule A milestones.

Have there been any significant changes or do you anticipate any significant changes to the scope

or costs? If so, please indicate how the Project scope will change or how the changes will impact

the budget.Describe any challenges (for example technical, financial, managerial) the Project has

encountered and how they have been addressed.

If someone in another community were interested in undertaking a similar Project, what advice

would you have for them, based on your experience to date?

if you were planning this kind of Project again, would you do anything differently, based on your

experience to date?

When do you expect to complete the Project (month/year)?

SCHEDULE G

Project Completion Report

dMPORTANT: Submit this report to FCM as soon as possible after the completion of theProject.

FCM post your report on its Green Municipal Fund website at www.fcrn.ca/gmf becauseone of FCM’s mandates is to help municipal governments share their knowledge and expertiseregarding municipal environmental projects, plans and studies. Therefore, before you submit areport to FCM, make sure that you hold the copyright in the report (i.e. you own all the rights inthe report and can decide who is allowed to reproduce and distribute the report) and that it doesnot contain any confidential information. If the report contains confidential information you needto submit two reports: one report containing confidential information to be read by FCM staff andone report that does not contain confidential information, which can be posted on the GreenMunicipal Fund website. Please contact FCM if you have questions about copyright andconfidentiality.

Note: The Municipality may contact the GMF Project Officer for an electronic fillable formversion of this report.

Introduction

Project completion reports are intended to provide a plain-language summary of the projectsftinded by FCM’s Green Municipal Fund (GMF). While project completion reports fulfill areporting requirement for FCM, the information they contain can be useful to othermunicipalities. As such, FCM may share these reports with those in other municipalitiesinterested in addressing similar issues. For this reason, when writing the report, please assume alow to moderate level of technical knowledge and a preference for clear, direct and focusedwriting. Use simple language, and explain any highly technical terms or acronyms that are used.

Reports are expected to be between 8 and 15 pages in length, single- spaced, but may be longer orshorter depending upon the complexity of the Project. While there are no maximum word countsfor each section, the two most pertinent sections of the report should be given more weight.namely:

Section 5 — Environmental benefits of the Project, and• Section 7 — Lessons learned.

For simplicity, the lead municipality or municipal partner is referred to throughout as the“Municipality.” Similarly, the term “project” is used to describe all types of projects, includingnew infrastructure, programs, and others.

Project and Community Context

a. What was the objective(s) of the Project (i.e., what factors led to the Projectbeing undertaken, and what problem(s) did the Project hope to solve)?

b. How is the Project related to existing sustainability plans, practices, policies orprograms within the municipality (or as adopted by the Municipality)?

c. If the borrower/recipient is not a municipality, briefly describe or profile theborrower/recipient. Describe the factors that led to the borrower’s/recipient’sinvolvement in the Project.

d. Provide a brief (three- to four-sentence) description of the community in which

the Project took place. Include such factors as population. major economic

drivers, and other significant aspects that help to understand the community

context (e.g. a tourism-based economy). (Note: This information can be readilyobtained from the Community Profiles section of the Statistics Canada website at<www,statcan .ca>.)

Project Team

e. Identify the principal contact for the Project and provide his or her contactinformation (title, email, phone number, and full address).

f. Briefly describe the implementation team: who was on the team, and what wastheir involvement?

g. If there was a Project champion, please identify that person and briefly describe

how his or her input helped the Project. (Note: A Project champion is someone

such as a senior manager or elected official whose support is critical to thesuccess of the Project.)

h. If members of the community were involved in the Project (e.g., through a public

participation exercise), explain how and the impact of this involvement on theProject.

Project Implementation

i. Approximately how long did it take to complete the whole Project, from the timeit began (initial planning) to the time it was completed (Project completion orcommissioning)?

j. Describe any new technology or new approach (e.g. full-cost accounting) used inthe Project. Were there any benefits or drawbacks in using this new technology

or approach? If so, please describe briefly.k. Was the Project implemented as outlined in the GMF funding proposal? If there

were substantial changes to the implementation plan, identify them and explainwhy they happened (e.g. bad weather delays, labour strife, challenges getting thenew system to operate correctly, etc.). Describe the effects of any changes on theProject (e.g. higher overall costs, less time allotted for a particular stage of theProject, more staff training required, etc.).

Project Budget and Financial Savings

I. Indicate the cost of the Project. and briefly explain in general terms how it isbeing financed (through municipal tax increases, via user fees, in the municipal

capital budget, through a partnership arrangement. etc.).m. Are there any financial savings to the community (or Municipality) in having

undertaken the Project (e.g., reduction in energy use or water use that results inlower operating costs)? If known, please describe.

The Environmental Benefits of the Project

ii. Describe, in plain language. the environmental benefits associated with thecompleted Project. Note: If the benefits cannot be identified when the Project iscompleted and this report is submitted, the Municipality must report on theenvironmental benefits after the Project has been in operation, in accordance withthe contractual agreement. (For more information. see the Environmental ResultsReport requirements as per Schedule H.)

The Social anti Economic Benefits of the Project

o. If known, describe the social benefits that have resulted from the Project thus far.If the social benefits are not yet known, briefly describe any social benefits thatare anticipated to emerge from the Project. Examples of social benefits includeimproved health, community revitalization, heritage conservation, quality of lifeimprovements, enhanced public safety, and so forth.

p. If known, describe the economic benefits that have resulted from the Project thusfar. If the economic benefits are not yet known, briefly describe any economicbenefits that are anticipated to emerge from the Project. Examples of economicbenefits include financial savings expected as a result of the Project (such asreduced energy or water use leading to lower operating costs), or benefits to thecommunity such as job retention or creation, employment income, increases ordecreases in property taxes due to the Project, and so forth. (Note: If financialsavings are already known and explained in Section 4b, they do not need to berepeated in this section, but any other economic benefits that are known shouldbe described here.)

Lessons Learned

Lessons learned refer to knowledge gained from the Project that can be applied to othersituations. Knowledge can be acquired through positive experiences (i.e. what worked orwent well, and could serve as a model for future projects) or negative experiences (i.e.what didn’t work, or went poorly, and so could try to be avoided in future projects).Lessons learned can help those in other municipalities interested in addressing similarissues in their own communities.

q. Describe what the Municipality would do again in the same way (and why), if itwere to launch a similar project in the future. Please consider and reflect on allaspects of the Project thus far in answering this question.

r. Describe what the Municipality would do differently (and why), if it were tolaunch a similar project in the future. Please consider arid reflect on all aspects ofthe Project thus far in answering this question.

s. Describe any barriers the Municipality encountered during the Project thus far,and how they were overcome.

t. Describe any other advice the Municipality might give to other communitiesinterested in undertaking this or a similar type of Project.

u. Did the Project result in any products or materials that could be shared with othercommunities? (For example, a water metering Project might have resulted in anew municipal water use bylaw and/or a series of householder informationbrochures on ways to reduce water use.) If so, identi1 them in this report andinclude a copy when submitting the Project Completion Report.

Publicity and Photos

v. Briefly describe any recognition, media coverage, awards, or public support the

Project has received.w. Provide at least five photographs that depict different aspects of the completed

Project. Additional photos are welcome. The photos must be in jpeg or tiff

format, at least 300 dpi, and a minimum of two inches square (larger photographs

are acceptable).

SCHEDULE H

Environmental Results Report

FCM might post your report on its Green Municipal Fund website at www.fcntca!grnfbecause one of FCM’s mandates is to help municipal governments share their knowledge andexpertise regarding municipal environmental projects, plans and studies. Therefore, before yousubmit a report to FCvI, make sure that you hold the copyright in the report (i.e. you own all therights in the report and can decide who is allowed to reproduce and distribute the report) and thatit does not contain any confidential information. If the report contains confidential informationyou need to submit two reports: one report containing confidential information to be read byFCM staff and one report that does not contain confidential information, which can be posted onthe Green Municipal Fund website. Please contact FCM if you have questions about copyrightand confidentiality.

Note: The Municipality may contact the GMF Project Officer for an electronic fillable formversion of this report.

The Environmental Results Report (ERR) has two parts.

Part 1 consists of a plain-language summary of the environmental benefits and co-benefits of theproject (and the social and economic benefits, if known), as well as a description of the lessonslearned from the operation of the energy efficient building project (as opposed to the lessonslearned from the construction of the energy efficient building project).

Part 2 consists of documenting analytical data in the Environmental Analytical Results Table(Table 1) to quantify the actual environmental benefits and impacts of the energy efficientbuilding project.

PART 1: SUMMARY AND LESSONS LEARNED OF THE ENERGY EFFICIENTBUILDING PROJECT

The suggested length for Part 1 of this report is two to three pages single-spaced. (Part 1 can belonger or shorter, depending upon the complexity of the project.)

1. In plain language, describe the actual environmental benefits the project achieved basedon its operation. If there are any environmental co-benefits (i.e., if there is more than oneenvironmental benefit), describe the results of any co-benefits as well.

2. If knovvn. describe any social benefits achieved by the completion of the energy efficientbuilding project.

3. If known. describe an economic benefits achieved b the completion of the energyefficient building project.

4. What lessons have been learned from the operation of the project? Please describe thelessons learned, and provide any other advice based on the operation of the project thatmight assist others interested in undertaking similar projects in their own communities.

5. Please comment on the ease or difficulty of measuring and reporting on theenvironmental parameters required in Part 2 of this report.

a. Were the measures difficult or expensive to obtain (e.g.. did the ERR take a lot ofstaff time to fill out or did you require outside expertise to collect the

information? Were you already collecting this information? Did the ERR require

special tools or software, etc)?b. Would you report on these parameters for your own purposes, if it were not

required by GMF?c. What suggestions do you have, if any. to make the ERR easier to complete b

future recipients of GMF funding?

PART 2: ENVIRONMENTAL ANALYTICAL RESULTS TABLE

The Recipient must provide, based on twelve (12) consecutive months of operation. an

Environmental Analytical Results Table (see Table I) based on a energy efficiency measurement

and verification report (or equivalent) prepared by a third-party environmental consultant to

interpret the actual environmental benefits achieved by the energy efficient building project.

Reference documents that form the basis of data reported in Table 1 (e.g. any engineering or

environmental studies, modeling assumptions, technical specifications or literature, and

measurement or estihiation techniques details) must also be provided or, at least, thoroughly

identified and referenced.

In Table 1, please provide the values of anticipated and actual environmental benefits and co

benefits mentioned above in Part 1 as per the indicators listed below:

Mandatory indicator that must be include jn Table 1

d. Indicator #1 —Change in energy consumption and GHG emissionThis indicator measures the change in the amount of electricity from the grid,

renewable and non-renewable energy. Changes in energy consumption result from

actions to increase energy efficiency or avoid usage. Anticipated and actual results are

expressed in gigajoules (GJ).

Conversion in gigajoule and energy intensity:

http://oee.nrcan.c.ca/commercial/technical-info/tools/gigajoule.cfm

This indicator measures also a change in greenhouse gases (GHGs) released from

energy use. Actual results are expressed in kilograms of carbon dioxide equivalent per

year (kg C02e/year).

List ofemissionfactors offuel combustion:1-I

List ofemission factors ofelectricity generation per provincehttp:/kv.ec.gc.caiges-ghgJdefault.asp?lan=En&n=EAFOE96A- I #section6

Measuring energy savings is important to demonstrate the value of reduced emissions

from energy efficiency and renewable energy investment. Moreover, projects seeking

the M&V credit specified in the LEEDThI rating system are required to carry out

monitoring activities for measuring actual results. Therefore, recipients may use data of

such reports used to fulfill LEEDmI requirements. or equivalent, to prepare this

Environmental Ana lvtical Results Table.

The total energy saving (baseline energy use - post-construction energy use) of thebuilding which is the subject of the project must be calculated as follows:

• The baseline energy consumption (consumption prior to the project orsimulated consumption per the MNECB) of the building or structure which isthe subject of the project; and

• The actual energy consumption of the building or stnicture which is the subjectof the Project adjusted for weather, occupancy and system operatingparameters during the monitoring period; or

• For new building only, çtual energy çonsum tion can be measuredthrough a model with a confirmation that the building was built as per thedesign of this model.

Optional indicators that could be include in Table I i/applicable to the project outcomes

• Indicator #2 — Change in renewable energy production and GHG emissionThis indicator measures net output of an energy generation system such as solar paneland geothermal. Anticipated and actual results are expressed in gigajoules (GJ). Thisindicator measures also a change in greenhouse gases (GI-iGs) for energy sold to thegrid or energy displaced offsite. Actual results are expressed in kilograms of carbondioxide equivalent per year (kg C02e/year).

• Indicator #3 — Change in amount of air pollutants emittedThis indicator measures the change in ambient air quality elements or compounds thatare harmful or potentially hazardous in concentrations above background levels.Anticipated and actual results are expressed in parts per billion (ppb) and microgramsper cubic metre (j.tg!m3) of ground-level ozone, nitrogen oxide (NOx), sulfur oxide(SOx), carbon monoxide (CO), total particulate matter, fine particulate matter (PM 10or PM2.5) or other pollutants. For energy projects, the CACs will be released byburning fossil fuels to supply energy demand for heating, cooling, electricity, etc.

• Indicator #4 — Change in water consumptionThis indicator measures the change in the total volume of water used. The changerelates to water supply efficiency, water consumption, or both. Anticipated and actualresults are expressed in cubic metres of water per year (m3/yr).

• indicator #5 — Change in quality of wastewaterThis indicator measures the change in wastewater quality elements or compounds thatare harmful or potentially hazardous in concentrations above background levels.Anticipated results and actual are expressed in milligrams per litre (mg/l) of 5-daycarbonaceous oxygen demand (CBOD5), total suspended solids (TSS). residualchlorine, ammonia, nitrogen, ortho-phosphorous or total phosphorous; change intemperature (in degrees Celcius {°Cj); pH units; or most probable number (MPN) of ecoli or fecal coliforms per 100 millilitres (MPN/100 ml). This indicator applies mainlyto wastewater treatment facility that will reduce energy consumption and improvewater treatment (e.g. tertiary treatment).

• ator#6-Chalaeinotable\vaterualiyThis indicator measures the change in water quality elements or compounds that areharmful or potentially hazardous in concentrations above background levels.

Anticipated and actual results are expressed in milligrams per litre (mg/I) for chemical

and physical elements; in concentration per 100 millilitres (/100 ml) for e-coli, total

coliforms, or total pathogens; or in nephelometric turbidity units (NTIJ), a measure of

the clarity of water. This indicator applies mainly to potable water treatment facility

that will reduce energy consumption and improve potable water quality.

• Please indicate any additional indicator(s) not listed in the list above and that applied to

the energy project outcomes

Please note that the environmental indicators are meant to assess the overall environmental

outcome of the energy efficient building project. Consequently, rank indicators as either positive(+) or negative (-) to express either an environmental gain (or benefit) or an environmental loss.

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SCHEDULE I

Form of Debenture

SERIAL DEBENTURE

linstruction: Insert Amountj seFully Registeredas to Principal and InterestNon-Transferable Linstruction: Insert Debenture Num berj

Elnstruction: Insert Name of Municipality

Issued under the Authority of Chapter 18 of the Statutes of Nova Scotia, 1998. theMunicipal Go ernment Act and of a resolution passed at a meeting of the Council of thelinstruction: Insert Name of Municipalityl on the XXXX day ol’ XXXX. 200XXXXand pursuant to a loan agreement dated XXXX, XXXX. 200X (the “Agreement”)het\ ecu the Federation of Canadian Municipalities (as Trustee/L ender), theXXXXXXXXXXXX (“Municipality”) and Nova Scotia Municipal Finance Corporation.

FOR VALUE RECEIVED PROMISES TO PAY TO THE REGISTERED HOLDER HEREOF THEPRINCIPAL SUM OF

linstruction: Insert Amount 01 Debenturej — DOLLARS

IN LAWFUL MONEY OF CANADA A I ANY I3RANCI I OF the Bank of Nova Scotia in No.a Scotia.and at the principal branch of the said hank in Saint John, New Brunswick; Charlottetown. Prince Ed ardIsland; Montreal, Quebec: or loronto, Ontario. (the ‘Branches”). at the option of the registered holder, inannual instalments on the XXXX cla of XXXX and the XXXX day of XXXX. lnstruction: InsertPayment Date for each Yearl on each of the dates as sho n helo. and to PY interest in like inone’ onthe c j:. Princi1 A of XXXX and the XXXX day of

at the rates listed below. the lrstof such interest ments to he made on the ) daDatej.

[Instruction: Insert Payment Dates, Amount of Each Payment and Interest Rate]

sxxXx XxxXfl,o“XXxx XXXX(o

XXXXsXxxX XxXxoo

[he tlnstruction: Insert Name of MunicipaIit} ma at an\ time. follow inc the expiration of the first halfof the i erm (as defined in the loan .\greemenl bet en [Name of Munieipalit NSMFC and theFederation of ( anadi.m Municipal tie. a I rusLe ot’ the ( iren Municipal I und dated XXX. 200X). on

not less than thirty (30) days notice to NSMFC. redeem all or a portion of the Debentures provided it

simultaneously pays all accrued interest thereon plus. as a bonus. an amount equal to three percent (3%)of the Debentures.

This Debenture is subject to the terms and conditions of the Agreement. In the event of any conflictbetween the terms and conditions of this Debenture and the Agreement, the terms and conditions of theAgreement shall prevail.

TI-uS DEBENTURE is not transferable.

Issued at the tinstructiou Insert Name of MunIcIpaIIt4l in the County of [Instruction Insert Name

THIS day ofMXIII, 200X.

Clerk

Mayor

linstruction: Insert Name of MunicipalityjDebenture [Instruction: Insert Debenture Numberl

DATE OFREGISTRATION NAME OF REGISTERED HOLDER REGISTRAR

øtb1 Nova Scotia Municipal FinanceCorporation

THIS DEBENTURE is valid and binding according to its terms and its validity is not open to question in

any Court in the Province of Nova Scotia, and this certificate is given pursuant to Section 96 of the

Municipal Government Act.

Dated at

_______________________

this

_____

day of , 200_.

Deputy MinisterSer ice Nova Scotia & Municipal Relations

Schedule J

Project Signage Specifications

1. Signage during construction or implementation

For field tests and capital projects. FCM requests that GMF and GoC assistance is recognized wherever

other funders are recognized during the construction or implementation phase. This may include signage

at construction sites or on vehicles and equipment. This should be done through use of the FCM Green

Municipal Fund logo.

2. Signage after construction or implementation

For capital projects, loan and grant recipients must recognize GMF and GoC assistance through

permanent signage. This may take the form of an appropriately placed plaque on buildings accessible to

the public, or decals or other lettering on vehicles or equipment visible to the public. The signage must be

made of a durable material suitable to weather exposure. The signage must include the FCM Green

Municipal Fund logo combined with the text below. The logo should be at least fifteen centimetres wide.

The text must be at least 40-point font.

This project was carried out with assistance Ce projet a été réalisé grdce au soutien

from the Federation of Canadian and/ financier du Fonds municipal vert, zinc

Municipalities’ Green Municipal Fund, an or dotation du gouvernement du Canada a la

endowment created by the Government of Fédération canadienne des municipalités.

Canada.

3. Use of the FCM Green Municipal Fund logo

High-resolution logos will be supplied by FCM staff. The logo must never be reproduced less than four

centimetres wide.

Colour signage is not required, but where colour is used, the official FCM Green Municipal Fund

corporate colours must be applied:

“FCM” text appears in:

Flatbed printing: Pantone 350Four-colour printing: C80 M24 Y69 K70RGB colour: R40 G78 B54HTML colour: 284E36

“Green Municipal Fund / Fonds municipal vert” text appears in:

Flatbed printing: Pantone 370Four-colour printing: C64 M5 Y 100 K24RGB colour: R91 G143 B34HTML colour: 5B8F22

4. Questions

FCM’s Green Municipal Fund supports many types of initiatives. These guidelines may not anticipate allpotential forms of recognition. To discuss specific applications of these guidelines, please contact GMF at613-907-6208 or at grnffcm.ca.