Partnership Agreement

Exhibit 1
633 FW 3
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Instructions
Friends Partnership Agreement
Purpose
The Friends Partnership Agreement is the required instrument that describes how U.S. Fish
and Wildlife Service (Service) employees and a Friends organization work cooperatively in
support of the Service site (or sites) or program’s mission. A completed and signed agreement
describes the substantial involvement of both parties in mutually agreed-upon activities and
ensures that both parties have a mutual understanding of their respective roles, responsibilities,
rights, expectations, and requirements within the partnership.
You may only use a Friends Partnership Agreement with Friends organizations that meet the
following qualifications: “Friends organizations” (also referred to in this agreement as “Friends”)
are nonprofit organizations that are tax exempt under Section 501(c)(3) Title 26 of the Internal
Revenue Service Code, established with an organizational mission of supporting the purposes
and objectives of a Service site (or sites) or program with which they are affiliated, and cooperate
with the Service under an approved Friends Partnership Agreement.
The Friends Supplemental Partnership Agreement for Use of Service Property provides additional
terms and responsibilities beyond the general terms of the Friend Partnership Agreement, and is
required only for those Friends that use Service land, facilities, or equipment. See 633 FW 3, Exhibit 2
for the Supplemental Agreement language.
Agreement Preparation and Approval Process
The Friends Partnership Agreement has been approved by the Department of the Interior’s
Solicitor’s office and the Service Director. The agreement is provided with pre-populated language
for ease and consistency in developing agreements nationwide for Service-Friends partnerships.
The language is based on Departmental and Service policies, as reviewed by the Office of the
Solicitor, and has been carefully crafted to conform to Federal requirements, which govern such
partnerships.
Prior to developing an agreement, review chapter 3 of the Friends Policy on Friends Partnership
Agreements (633 FW 3). Then, the designated Service staff should contact their Regional Friends
Coordinator/ Regional Liaison for guidance on the development process. Starting with a standard
Friends Partnership Agreement, work with your Friends board to draft site-specific language in the
areas of the agreement which include [bracketed and bold text]. You should not include the actual
brackets and bold text in your draft or final agreement. The site-specific areas where language should
be added include:
● III. Background, A-G
● V. Service and Friends Responsibilities, A (1)
● VIII. Insurance, C
The Friends board and Project Leader should review the entire agreement, include the Supplemental
Agreement if needed, obtain agreement on the content, and send the unsigned draft agreement(s) to
your Regional Friends Coordinator/Regional Liaison for review.
If the Regional Coordinator/Regional Liaison doesn’t request any changes, they will return the
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agreement to you for signatures. After it’s been signed by the Project Leader and Friends
president, the signed agreements are sent back to the Regional Coordinator/Regional Liaison,
who then sends the signed agreement(s) to the site’s/program’s Assistant Regional Director (or
designee) for review before sending it to the Regional Director (or designee) for final approval and
signature. The Regional Coordinator/Regional Liaison will return the original to the site (or sites)
or program and keep a copy. The site will distribute a copy of the signed agreement to the Friends
organization.
Adding Clarifying Language to the Agreement
The Friends Partnership Agreement has been approved by the Department of the Interior’s
Solicitor’s office and Service Director, and the language should not be altered. If there are
circumstances in which a provision in the agreement does not apply (e.g., do not use Service
property) or is in conflict with the State’s law, add clarifying language and a specific justification
under the provision that explains why the provision does not apply to your partnership. All new
language requested under these provisions must be highlighted for review by your Regional
Friends Coordinator/Regional Liaison to ensure that there are not any impermissible changes to
the agreement. If the Regional Friends Coordinator/Regional Liaison has any question about
whether the additional language is legally significant or materially changes the legal obligations of
the parties within the draft agreement, they will consult with the Regional Solicitor’s office, the
servicing Ethics Official, or both.
Period of Performance
The Friends Partnership Agreement and Supplemental Agreement are effective for 5 years with
four annual modification options during the 5-year period of performance. Each time the
agreement is up for its 5-year renewal, the Project Leader and the Friends president or
authorizing signatory will meet to review and modify the agreement. The Project Leader and
Friends President (or authorized signatory) must sign the new agreement. To become effective,
the Regional Director (or designee) must review, approve, and sign a new agreement every 5
years.
For more specific information on the use, development, and approval process for the Friends
Partnership Agreement, refer to the Friends Policy, 633 FW 1 and 3.

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Friends Partnership Agreement
[Exhibit 1]
FRIENDS PARTNERSHIP AGREEMENT
between the
[INSERT SERVICE SITE/PROGRAM NAME]
U.S. FISH AND WILDLIFE SERVICE
DEPARTMENT OF THE INTERIOR
AND
[INSERT THE FRIENDS ORGANIZATION NAME]
This Friends Partnership Agreement (Agreement) is between the [INSERT Service site/program
name], a division of the U.S. Fish & Wildlife Service (Service), an agency of the United States
Department of the Interior, and [INSERT Friends name] (Friends).
I. AUTHORITY
The Service enters into this Agreement and any subsequent Friends Supplemental Partnership
Agreement for Use of Service Property under the authorities of:
A. The Anadromous Fish Conservation Act (16 U.S.C. 757a-757g), as amended.
B. The Fish and Wildlife Act of 1956 (16 U.S.C. 741a-742j), as amended.
C. The Fish and Wildlife Coordination Act of 1934 (16 U.S.C. 661-667e), as amended.
D. Lobbying with Appropriated Moneys (18 USC 1913)
E. The National Fish Hatchery System Volunteer Act of 2006 (16 USC 760aa – 1-4), as amended.
F. The National Wildlife Refuge System Administration Act of 1966 (16 U.S.C. 668dd-ee), as
amended.
G. The National Wildlife Refuge System Volunteer and Community Partnership Enhancement
Act of 1998 (16 U.S.C. 742(f), as amended.
H. The Refuge Recreation Act of 1962 (16 U.S.C. 460k - k-4), as amended.
II. PURPOSE
The purpose of this Agreement is to facilitate and formalize collaboration between the Service and
Friends in support of mutual goals and objectives defined by this Agreement.

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III. BACKGROUND
[The Background section provides the context for the agreement. It states the intent of the
parties and is helpful when interpreting the agreement. It generally should not exceed a page
and a half.]
A. Service Mission: The mission of the U.S. Fish and Wildlife Service is working with others to
conserve, protect, and enhance fish, wildlife, and plants and their habitats for the continuing
benefit of the American people.
B. Service Program Mission: The mission of the National Wildlife Refuge System is to administer
a national network of lands and waters for the conservation, management, and where
appropriate, restoration of the fish, wildlife, and plant resources and their habitats within the
United States for the benefit of present and future generations of Americans.[INSERT mission
language for other programs]
C. Service Site/Program Description: [INSERT a brief description of the [INSERT SERVICE
SITE/PROGRAM] involved and its mission.]
D. Friends Description: [INSERT a brief description of the Friends organization, e.g.,
mission, staff and board structure, and physical address of location of operations, etc.].
E. Partnership History: [INSERT a brief description of the history of the relationship between
the parties, other facts critical to understanding the agreement, and an explanation of
existing or related agreements or relationships that affect the Friends Partnership
Agreement].
F. Partnership Scope of Work: [INSERT a brief description of what the parties are trying to
accomplish together (scope of work) or the relationship they are establishing].
G. Fundraising and Solicitation Description: [INSERT a description of the complexity of the
Friends operations as it relates to fundraising and solicitation].
The Friends intend to generate revenue to support the activities authorized by this Agreement
by conducting the following fundraising and solicitation activities:
[Add or delete from the list of fundraising and solicitation activities below that Friends
intend to pursue or consider, and add a brief description of the context in which it might
occur at your site, how much money the activity is anticipated to generate, and how that
leads to furthering mutually agreed-upon goals and objectives.]
(1) Sale of goods and services
a. Nature store sales: [INSERT description]
b. Internet sales: [INSERT description]
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c. Memberships: [INSERT description
d. Workshops and programs, i.e. photography workshops: [INSERT description]
(2) Soliciting or acquiring donations of funds and in-kind goods and services
a. Donations from the public and private sector (e.g., donation boxes, foundations):
[INSERT description]
b. Bequests by will: [INSERT description]
c. Fundraising events (e.g., benefits, silent auctions): [INSERT description]
d. Fundraising campaigns (e.g., capital campaigns, endowments); [INSERT
description]
(3) Applying for grants for project or activities
IV. AUTHORIZATION AND TERM OF AGREEMENT
A. 5-Year Performance Period: Both parties enter into this Agreement for a period of 5 years
beginning on the day following Service ratification, with four annual modification options
within the 5-year performance period to update significant changes in the partnership. Both
parties expect that the terms in this Agreement will be renewed every 5 years so that they will
not expire. The Project Leader must meet annually with the Friends Board of Directors to
review and assess the effectiveness of the partnership as it relates to the purpose, goals,
objectives, roles, and responsibilities outlined in this Friends Partnership Agreement.
B. Agreement Renewal: Each time the Agreement is up for its 5-year renewal, the Project Leader
and the Friends president or designee will meet to review and modify the Agreement as
described above. All agreements must be signed by the Friends President. The Friends
Partnership Agreement is pre-approved by the Department of the Interior’s Solicitor’s office
and Service Director. Regional Solicitor review is not required unless the scope of the added
language is significant enough to require such a review. The Regional Coordinator/Regional
Liaison will determine if additional Regional Solicitor review is necessary. Any revisions to
the modified Agreement by the Regional Coordinator/Liaison/Solicitor shall be subject to the
mutual review and approval of both parties. To become effective, the Regional Director (or
designee) must review, approve, and sign this Agreement.
C. 501(c)(3) Nonprofit Status: The Friends must have applied for and maintain nonprofit, taxexempt status under Section 501(c)(3) of the Internal Revenue Code and under applicable State
and Federal laws. This Agreement and any Supplemental Agreements will automatically
terminate if the Friends organization does not maintain its nonprofit status. At least once
annually during the period of performance, the Friends must provide evidence of nonprofit,
tax-exempt status as an attachment to this Agreement and or a copy of the letter from the
Internal Revenue Service (IRS) confirming an application has been filed.

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D. Agreement Termination:
(1) Termination: Each party may terminate this Agreement for any reason by giving
advance written Notice of Termination. Termination is effective 60 calendar days from
the date of receipt of the Notice, or upon the termination date specified in the Notice,
whichever is later.
(2) Termination for Breach: Each party may immediately terminate this Agreement for a
material breach of this Agreement by the other party. If a breach occurs, this
Agreement terminates upon the breaching party’s receipt of a written Notice of
Termination for Breach. In each case, the Project Leader and the Friends Board of
Directors must first meet to address concerns prior to termination. If either party is
unwilling to meet, that fact should be documented prior to terminating the Agreement
or any part of it. The non-breaching party may, but is not required to, provide the
breaching party with an opportunity to cure the breach by a date specified in a cure
letter. If the breach is not cured to the satisfaction of the non-breaching party by the
specified date, this Agreement will automatically terminate on that specified date.
(3) Liability for Costs and Damages: Unless expressly provided for in this Agreement or
related agreements, neither party is liable for any costs, damages, or other claims that
result directly or indirectly from termination of this Agreement. All other rights and
claims of the parties are preserved.
(4) Disputes and Venue: The parties agree that if there is a dispute between them, the
Service and the Friends will promptly use their best efforts to resolve the dispute in an
informal fashion through communication and consultation, or other forms of nonbinding alternative dispute resolution that are mutually acceptable to the parties. The
parties agree that the venue to begin litigation of any disputes stemming from this
Agreement is a Federal court with appropriate jurisdiction.
(5) Disposition of Assets upon Termination or Expiration of this Agreement or Cessation
of Friends Operations: Upon the termination or expiration of this Agreement or
cessation of the operations of the Friends organization for any reason, those funds held
for Service projects and activities, including all interest and earnings and all in-kind
contributions, will be transferred to the Service or to a third-party the Service agrees to
and (under such terms and conditions as the Service deems acceptable and consistent
with Federal and State law) for use consistent with the purposes for which the
donations were made. Nothing in this Agreement shall prevent Friends from satisfying
allowable outstanding obligations reasonably incurred in association with this
Agreement prior to the termination or expiration of the Agreement, with the funds
described herein. Any personal property belonging to the Friends remains property of
the Friends. Any Service property or resources held by Friends should be returned to
the Service.

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(6) Agreement Suspension: Suspension of this Agreement may occur if in the sole
judgment of the Service there is a violation of law or policy or risk to resources or
public health and safety. Friends may appeal any such suspension of this Agreement in
writing, and the Service shall within 15 days of such an appeal provide a written
justification for the suspension, and state what corrective actions would be necessary to
reinstate this Agreement.
V. SERVICE AND FRIENDS RESPONSIBILITIES
[This section identifies what each party agrees to do individually, as well as joint
understandings regarding implementation and execution of this agreement.]
A. Joint Responsibilities of the Service and Friends. Both parties jointly agree to:
(1) Work actively and collaboratively to achieve the following specified goals and
objectives during the term of this Agreement:
[INSERT list and describe goals/objectives such as developing, improving,
maintaining, and updating biological, maintenance, management, outreach,
recreational, interpretive, educational, and other visitor services programs or
facilities.]
(2) Participate in regular meetings to foster close cooperation on Agreement
implementation.
(3) Communicate on a regular basis to discuss applicable site-related issues and projects
and make timely decisions on matters necessary for proper implementation and
administration of this Agreement.
(4) Work in good faith to execute additional agreements, as necessary, to meet the mutual
objectives of the parties.
(5) Work jointly to encourage community engagement in shared stewardship of the Service
by the local and national community.
(6) Meet annually to assess the effectiveness of the partnership as it relates to the purpose,
goals, objectives, roles, and responsibilities outlined in this Friends Partnership
Agreement to ensure expectations are clear and realistic, and modify this Agreement if
there are any significant changes to the scope of the partnership. The meeting should
also assess compliance with Service policies and procedures, discuss effectiveness of
internal controls, and evaluate accountability for revenues, donations and expenditures.
(7) Take steps to avoid the appearance that either party represents the views of or directs
the management or decision-making process of the other. The Service and the Friends
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must always maintain an evident and distinct separation between their distinct
organizational management activities.
(8) Work together in good faith to resolve differences.
(9) Identify how donations from the Friends to the Service, including money, goods, or
services, will be used to improve, maintain, and update the Service site (or sites) or
programs for which the donations were intended and are consistent with Departmental
(374 DM 6) and Service policies (212 FW 8)
(10) Review and comply with Service policies for guidance prior to initiating any new
fundraising efforts (capital campaigns, endowments, events, etc.) on behalf of the
Service that are not already described in Section III.G of this Agreement. A
modification to this Agreement is required for all fundraising efforts on behalf of the
Service, and certain dollar thresholds may also trigger a separate Fundraising
Agreement requirement prior to beginning fundraising (see 212 FW 8).
(11) Ensure that Friends fundraising and solicitation activities conducted on Servicemanaged property are described in the Supplemental Agreement, done on behalf of the
Service site (or sites) or program with which they are affiliated, and are consistent with
the mission, goals, and objectives of the Service.
(12) Ensure that all net funds collected on Service-managed property through direct
solicitation activities by Friends are deposited into the appropriate Service contributed
funds account for which the funds were raised (e.g., Gifts, Community Partnership
Enhancement donation receipt account) and used exclusively for the benefit of the
particular site (or sites) or program for which the funds were generated. This
requirement does not apply to donations collected by Friends through indirect
solicitations (e.g., donation box), nature store revenue, memberships, or any fundraising
activities conducted off Service property (see 633 FW 4 and 212 FW 8 Donations,
Fundraising, and Solicitation).
(13) Ensure that Friends fundraising activities that involve games of chance (e.g., raffles
for a fee, Bingo, door prizes for a fee) or that are associated with lobbying activities are
not conducted on the Service’s behalf or on Service-managed property, and do not
express or imply involvement or endorsement of the Service.
B. The Service agrees to:
(1) Designate a site/program employee as the Service Liaison with the Friends. The liaison
role is to provide the Friends with regular and timely communication of mutually
developed programs and projects.

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(2) Regularly attend Friends meetings and events, as appropriate, as a Service employee,
subject to compliance with applicable Federal ethics statutes and regulations, including
the Standards of Ethical Conduct for Employees of the Executive Branch
and Department of the Interior policies, and invite Friends board members to
appropriate Service planning meetings and events.
(3) Help identify and provide opportunities for training and skill development for
appropriate Service employees and Friends members that will improve the
effectiveness of the partnership.
(4) Provide an annual orientation to the Friends Board of Directors on the Department,
Service, divisions and site goals, objectives, scope of operations, and the many
programs that play a role at the site/program.
(5) Identify and follow applicable laws, regulations, and Department and Service policies
with which both parties must comply, and provide information to the Friends on laws,
regulations, and policies.
(6) Ensure that the Volunteer Services Agreements (Optional Form (OF) 301A) are
properly completed and signed for each Friends member who will be acting as a
Service volunteer, and that they accurately describe the work and duties that will be
performed at or in support of the Service site/program. Review and update Volunteer
Services Agreements annually.
(7) Publicly recognize the Friends as the official site/program Friends organization.
(8) Support the independence of the Friends organization’s operation and administration by
refraining from Service involvement in Friends’ organization’s management. As such,
absent documented Service approval and legal and ethics review, Service employees
will not serve on a Friends Board of Directors; dictate operations of a Board of
Directors and its employees; complete State and Federal nonprofit requirements, such
as writing bylaws and applying for tax exempt status under 501(c)(3) of the Internal
Revenue Code; attend board meetings that are focused on the operation and
administration of the board and organization; generally administer a nature store;
develop organizational documents; execute business transactions and grant applications
on behalf of Friends; or maintain Friends websites, newsletters, or social media sites.
(9) Meet Departmental and Service regulations and policies for receiving and managing
donations of funding, goods, services, real property, and other items. Verify quarterly
reviews and annual reporting are completed. Annually report to Friends on the status of
projects funded through Contributed Funds accounts.
(10) Provide Friends with Service volunteer uniform components while working on behalf
of the Service, and ensure that Friends are providing their members and employees with
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readily identifiable insignia of the Friends organization while working on behalf of the
Friends organization on Service property.
(11) Engage with the Friends organization in compliance with applicable Federal ethics laws
and regulations, including the Standards of Ethical Conduct for Executive Branch
Employees and Departmental and the Service policies, and consult with ethics officials
in the servicing Departmental Ethics Office (DEO) for ethics guidance as appropriate.
C. The Friends agree to:
(1) Maintain active tax-exempt status under Section 501(c)(3) of the Internal Revenue
Code and ensure that its articles of incorporation and bylaws comply with the
requirements of the State in which it is incorporated.
(2) Act as a volunteer-based organization with the mission of supporting a Service site (or
sites) or program that may solicit funds or in-kind donations for the primary purpose to
help advance the mission, purpose, and goals of that particular Service site (or sites) or
program.
(3) Conduct its fiscal operations in accordance with applicable State and Federal laws, and,
when applicable, “Generally Accepted Accounting Principles” published by the
Financial Accounting Standards Board.
(4) Consider the need for obtaining a periodic evaluation of financial records (e.g.,
compilation, review, audit) by an independent accounting firm or someone with an
accounting background, such as a Certified Public Accountant.
(5) Identify a Friends Liaison, typically the president or other board member, to facilitate
regular and timely communication with the Project Leader or Service Liaison about
mutually developed programs and projects.
(6) Ensure that Friends members and their staff, while working on behalf of the Friends
organization, do not act in any way that leads to the public perception that they are
Service employees or volunteers. Friends members should wear an easily observable
and readily identifiable insignia of the Friends organization while working on behalf of
the Friends or a Service volunteer uniform while working on behalf of the Service.
(7) Avoid express or implied Service endorsement for a particular business, brand, product,
service, enterprise, or nonprofit organization or state, imply, or attribute any partisan
political activity to the Service or Service employees, including distribution of material
directed at the success or failure of any political party, candidate for partisan political
office, or any partisan political group.

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(8) Provide timely notification and invitation of appropriate meetings to the Project Leader
and Service Liaison.
(9) Ensure compliance with Service policies, procedures, and standards regarding the use
of Service logos and program sub-logos and avoid the creation and use of anything that
is confusingly similar.
(10) Work with local Service staff regarding the display of Friends-created and printed
materials, and outreach and interpretive displays on Service property.
(11) Cooperate with the Service’s Regional Director, designee, or Project Leader in sharing
information on the Friends organization’s records as it relates to the activities
conducted under this Agreement. This cooperation shall include reviewing key
information quarterly and providing an annual report which must include, annual total
expenditures and revenues, and current number of members (if applicable). Annual
reporting will also include descriptions of how expenditures donated to the Service
benefitted the Service. Section 501(c)(3) of the Internal Revenue Code describes
compliance requirements on recordkeeping, reporting, and disclosure to the public upon
request.
(12) Not use any Service-appropriated funds (including property, utilities, services, or
supplies) to lobby; attempt to influence Congress or any official of the government;
favor or oppose any legislation, law, or appropriations; raise funds through games of
chance; or conduct fundraising that is not in direct support of the Service site in which
this Agreement is held.
(13) Cooperate in Service efforts to comply with Departmental and Service policies,
procedures, and standards regarding ethics laws and regulations, and provide
information to Service employees regarding Friends meetings, events, and activities to
assist them in complying with ethics laws and regulations, including the Standards of
Ethical Conduct for Executive Branch Employees.
(14) To the extent Friends commit to this Agreement or any related agreement, to raise
funds for a particular project to benefit the Service (e.g., new facility), the Friends agree
that it will not lobby for or otherwise seek appropriated funds from Congress for that
project.
(15) A separate Fundraising Agreement is required if the Friends organization leads a
specific fundraising effort on our behalf with the intent of raising more than $25,000.
(Subject to change and according to 212 FW 8, Donations, Fundraising, and
Solicitation).

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VI. SUPPLEMENTAL AGREEMENT
Use of Service Property: The Service and the Friends further agree that, by inclusion of a
Supplemental Agreement (see attached) at the time of ratification, the Service and Friends will
cooperate in the use of Service-managed property to support the mutual goals and objectives
defined by this Agreement.
VII. LIABILITY AND INDEMNIFICATION
A. Friends must indemnify, save, and hold harmless the Department of the Interior, the Service,
and its agents and employees from and against any and all liabilities, obligations, losses,
damages, judgments, claims, actions, suits, penalties, fines, costs, and expenses (including
reasonable attorneys’ fees and experts’ fees) of any kind and nature arising out of acts or
omissions of the Friends, its employees, agents, and contractors (including any contractors’
subcontractors). This includes injury to people (including injury resulting in death) and damage
to property in connection with activities under this Agreement.
B. Friends must promptly pay the Service the full value of all damages to the lands or other
property of the Service caused by Friends, its employees, agents, representatives, or contractors
(including any contractors’ subcontractors) or, as agreed to by the parties, must work to repair
or replace the damaged lands or property.
C. Friends will cooperate with the Service in the investigation of any claim that may be filed with
the Service because of the activities of the Friends, its employees, agents, representatives, or
contractors (including any contractors’ subcontractors).
D. The Service shall be liable for any acts or omissions of its employees and/or agents, as
permitted under the Federal Tort Claims Act.
VIII. INSURANCE
A. Friends activities performed both on and off Service property may require general liability,
Board of Directors and Officers, event, personal property, or other insurance.
B. The Friends should periodically consult with a qualified professional to determine insurance
needs that are consistent with best practices in the nonprofit industry. However, where the
Service’s Project Leader grants a Friends organization permission to conduct certain
specialized activities on behalf of the Service and the activity is hosted or co-hosted by the
Friends, the Project Leader may require that the Friends acquire appropriate insurance that is
acceptable to the Service before hosting the activity.
C. Where Friends have acquired insurance, the Department of the Interior and the Service must be
listed as additional insured entities (Department of the Interior, U.S. Fish and Wildlife Service,
1849 C St NW, Washington, D.C. 20240). The insurance policy or policies must specify that
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the insurer has no recourse against the Department of the Interior and the Service for claim
expenses, payments of any premiums, or deductibles due. The Service will not be responsible
for any omissions or inadequacies of insurance coverage and amounts if the insurance
purchased by the Friends is inadequate or otherwise insufficient.
The Friends currently hold the following insurance policies:
[INSERT List type of insurance policies held, briefly describe coverage, and attach copies
of policies.]
D. The Service reserves the right to file insurance claims on its own behalf or to require the
transfer of insurance proceeds from Friends to the Service where, in the Service’s judgment,
the Service will have to pay to fix the problem for which the claim is paid.
E. While performing work on behalf of the Service under an approved Volunteer Services
Agreement (Optional Form (OF) 301A), only individual volunteers, not the nonprofit
organization, are provided protection for tort claims under the Federal Tort Claims Act and
injuries under the Federal Employees Compensation Act.
IX. ASSIGNMENT
A. Assignment – Binding Effect: Neither party may assign any of its rights or obligations under
this Agreement without the prior written consent of the other party. This Agreement is binding
upon the parties who entered into it and their respective successors and permitted assigns. The
parties waive the defense of lack of consideration.
B. Waiver: No waiver of any provision of this Agreement is effective unless made in writing and
signed by the waiving party. No waiver of any provision of this Agreement constitutes a
waiver of any prior, concurrent, or subsequent breach of the same or any other provisions of
this Agreement.
C. No Third-Party Beneficiaries: Unless expressly stated in this Agreement, nothing in it is
intended to grant any legally enforceable rights or provide any benefits to a third party.
X. MISCELLANEOUS
A. Service Rules Govern: The rights and benefits conferred in this Agreement and other
Supplemental Agreements are subject to the laws, regulations, and rules that govern the
Service and its employees. The mention of specific restrictions, conditions, and stipulations in
this Agreement and any Supplemental Agreements do not in any way impair the general
powers of supervision, regulation, and control by the Service.
B. U.S. Fish and Wildlife Service Appropriations: Under 31 U.S.C. 1341, nothing contained in
this Agreement may be construed to obligate the Service, the Department of the Interior, or the
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FRIENDS ORGANIZATIONS

Exhibit 1
633 FW 3
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United States of America to any current or future expenditure of funds in advance of the
availability of appropriations from Congress and their administrative allocation for the
purposes of this Agreement, nor does this Agreement obligate the Service, the Department of
the Interior, or the United States of America to spend funds on any particular project of
purpose, even if funds are available.
C. Confidentiality Clause: The Service will make every legally permitted effort to maintain the
confidentiality of information the Friends share with the Service, which is either the type of
personal information protected under the Privacy Act of 1974, as amended, or constitutes
confidential business information of the type the organization would not normally make
available to the public.
XI. AGREEMENT OFFICERS
Officer for the U.S. Fish & Wildlife Service, [INSERT SITE/PROGRAM NAME]:
[INSERT OFFICIAL REPRESENTATIVE]
[NAME], [TITLE]
[SERVICE SITE/PROGRAM NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]
[PHONE]
[EMAIL]
Officer for [INSERT FRIENDS ORGANIZATION NAME]:
[INSERT OFFICIAL REPRESENTATIVE]
[NAME], [TITLE]
[SERVICE SITE/PROGRAM NAME]
[STREET ADDRESS]
[CITY, STATE ZIP]
[PHONE]
[EMAIL]

The parties below have caused this Agreement to be executed by their respective duly authorized
representatives.

Sign:

___
Regional Director [or INSERT designee]
U.S. Fish and Wildlife Service

Date: __________________

Supersedes Exhibit 1, 633 FW 3, 04/04/14, amended 3/11/2016
OMB No. 1018-####
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FRIENDS ORGANIZATIONS

Exhibit 1
633 FW 3
Page 15 of 16

Sign:

Sign:

___
Project Leader/Refuge Manager
[INSERT Service Site/Program]
U.S. Fish and Wildlife Service

___

Date: __________________

Date: __________________

President
[INSERT Friends organization name]

Supersedes Exhibit 1, 633 FW 3, 04/04/14, amended 3/11/2016
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07/12/2021

FRIENDS ORGANIZATIONS

Exhibit 1
633 FW 3
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REQUIRED ATTACHMENTS CHECKLIST
633 FW 2 Exhibit 2 – Supplemental Partnership Agreement, Use of Service Property (if
applicable)
Attachment A – Articles of Incorporation
Attachment B – IRS Determination Letter (or a copy of the letter from the IRS confirming an
application has been filed)
Attachment C – Proof of Insurance policies
Attachment D – Fundraising Agreement (if applicable)
Attachment E – Bylaws
Attachment F – Current IRS form 990 (if applicable, for renewing agreements)

Information Collection Requirements
The Office of Management and Budget (OMB) has approved the information collection
requirements contained in this exhibit and assigned OMB Control Number 1018-####. Federal
agencies may not conduct or sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number. Direct comments regarding
the burden estimate or any other aspect of the information collection to the Service’s Information
Collection Clearance Officer, U.S. Fish and Wildlife Service, U.S. Department of the Interior,
5275 Leesburg Pike, MS: PRB (JAO/3W), Falls Church, VA 22041-3803, or via email at
[email protected].

Supersedes Exhibit 1, 633 FW 3, 04/04/14, amended 3/11/2016
OMB No. 1018-####
07/12/2021

FRIENDS ORGANIZATIONS