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Home My WebLink AboutResolutions - 2025.03.18 - 41949 AGENDA ITEM: Grant Acceptance - FY 2025 Sustain Our Great Lakes Grant DEPARTMENT: Parks & Recreation MEETING: Board of Commissioners DATE: Tuesday, March 18, 2025 9:30 AM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2025-5042 Motion to approve the grant award from the National Fish and Wildlife Foundation in the amount of $300,000 for the Beech Woods Park/Southfield Oaks project for the period of October 1, 2024 through September 1, 2026; further, authorize the Chair, or his designee, to execute any documentation required for the grant award, pursuant to the Oakland County Grant Policy and Procedures; further, further approve a budget amendment pursuant to the attached Schedule A. ITEM CATEGORY SPONSORED BY Grant Brendan Johnson INTRODUCTION AND BACKGROUND The project funded (in part) by the FY2025 Sustain Our Great Lakes grant will provide habitat and water quality benefits in the Rouge River. The project is located at Southfield Oaks County Park, a new county park on the southern 39 acres of the former Beech Woods Golf Course along the Rouge River corridor. The City of Southfield and Oakland County have partnered to redevelop the site into a public greenspace with Oakland County restoring and managing it as a nature preserve along the Rouge River. Oakland County and the City have developed the Park Action Plan 2024-2028: Beech Woods Park/Southfield Oaks, detailing the project’s objectives, direct community engagement efforts, existing conditions of the site, proposed improvements, funding, and a 5-year maintenance plan. The proposed activities focus on restoration of the floodplain and its connection to the Rouge River, which will benefit water quality, increase flood storage capacity, enhance stream and riparian habitat, and thus advance efforts to delist the Rouge River as an Area of Concern. POLICY ANALYSIS Timeline of the Grant Application and Award 1. The Oakland County Parks and Recreation Commission (OCPRC) applied for this grant in April 2024. 2. The grant application was approved through the Grant Application Exception process, pursuant to the Grant Policy and Procedures and placed on the May 14, 2024, Legislative Affairs and Government Operations (LAGO) Committee agenda as a Communication. 3. The Board of Directors of the National Fish and Wildlife Foundation has awarded the OCPRC $300,000, which includes United States Fish and Wildlife Service pass-through funding. The funding will help support the Urban Riparian and Floodplain Restoration project, which will provide habitat and water quality benefits to the Rouge River at the Southfield Oaks County Park. This grant has been approved through the Grant Review Process. Match Requirement Funding Pursuant to the grant agreement and award letter, the FY 2025 Sustain Our Great Lakes Grant requires a $1 million County match. This grant match will be supported from funds already budgeted within the Parks Capital Improvement Program for the Southfield Oaks Healthy Communities Parks Improvements project. This project is currently budgeted with $1.5 million in ARPA funds and $1.5 million in Oakland County Parks Capital Improvement funds. This grant will increase the overall budget by $300,000. FISCAL IMPACT: Budget Amendment Attached Committee members can contact Barbara Winter, Policy and Fiscal Analysis Supervisor at 248.821.3065 or winterb@oakgov.com or the department contact persons listed for additional information. CONTACT Sarah Cook-Maylen, Chief Parks & Recreation ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 3/20/2025 AGENDA DEADLINE: 03/18/2025 9:30 AM ATTACHMENTS 1. Schedule A - FY2025 Sustain Our Great Lakes 2. Grant Review Sign-Off 3. FY2025 SOGL Grant Agreement FINAL 4. NFWF Subrecipient FFATA Form FINAL 5. National Fish & Wildlife Foundation Conditional Award Notification - Project #83164 COMMITTEE TRACKING 2025-03-11 Legislative Affairs & Government Operations - Refer to Finance 2025-03-12 Finance - Recommend to Board 2025-03-18 Full Board - Adopt Motioned by: Commissioner Robert Hoffman Seconded by: Commissioner Ann Erickson Gault Yes: Marcia Gershenson, Yolanda Smith Charles, Charles Cavell, Ann Erickson Gault, Linnie Taylor, Robert Smiley, David Woodward, Michael Spisz, Penny Luebs, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell (15) No: None (0) Abstain: None (0) Absent: Michael Gingell, Karen Joliat, William Miller III, Brendan Johnson (4) Passed Oakland County, Michigan Oakland County Parks and Recreation FY 2025 Sustain Our Great Lakes Grant Schedule "A" DETAIL R/E Fund Name Division Name Fund # (FND)Cost Center (CCN) # Account # (RC/SC) Program # (PRG) Grant ID (GRN) # Project ID # (PROJ) Region (REG) Budget Fund Affiliate (BFA) Ledger Account Summary Account Title FY 2025 Amendment FY 2026 Amendment FY 2027 Amendment R Parks and Recreation PR Capital Improvements FND50800 CCN5060201 RC610313 PRG160900 PRJ-17772 610000 Federal Operating Grant $300,000 $-$- Total Revenues $300,000 E Parks and Recreation PR Capital Improvements FND50800 CCN5060201 SC760165 PRG160900 PRJ-17772 760000 Land Improvements $300,000 -- Total Expenses $300,000 $-$- WHEREAS a FY 2025 budget amendment is recommended for Parks and Recreation FY 2025 Sustain Our Great Lakes Grant; and GRANT REVIEW SIGN-OFF – Parks & Recreation AWD00599 GRANT NAME: Sustain Our Great Lakes FUNDING AGENCY: National Fish and Wildlife Foundation DEPARTMENT CONTACT: Melissa Prowse/(248) 249-2801 STATUS: Grant Acceptance (Greater than $10,000) DATE: 02/19/2025 Please be advised the captioned grant materials have completed internal grant review. Below are the returned comments. The Board of Commissioners’ liaison committee resolution and grant acceptance package (which should include this sign-off and the grant agreement/contract with related documentation) should be downloaded into Civic Clerk to be placed on the next agenda(s) of the appropriate Board of Commissioners’ committee(s) for grant acceptance by Board resolution. DEPARTMENT REVIEW Management and Budget: Approved – Shannon Lee (12/26/2024) Human Resources: Approved by Human Resources. No position impact. – Hailey Matthews (12/26/2024) Risk Management: Approved. Section 2.13. Insurance of the grant agreement requires the County to provide insurance and name NFWF as an additional insured. This section of the agreement must be deleted or modified to allow the County to self-insure and remove the additional insured requirement. As currently written the County cannot comply with this section of the agreement. Robert Erlenbeck: (01/06/2025) Corporation Counsel: Approved. – Jody Hall (02/12/2025) [Revised agreement is attached per Risk Management recommendations] Page 1 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 NATIONAL FISH AND WILDLIFE FOUNDATION GRANT AGREEMENT 1. NFWF PROPOSAL ID: 83164 2. NFWF GRANT ID: 0501.24.083164 3. UNIQUE ENTITY IDENTIFIER (UEI) HZ4EUKDD7AB4 4. INDIRECT COST RATE (REFERENCE LINE 17 for RATE TERMS) N/A 5. SUBRECIPIENT TYPE State or Local Government 6. NFWF SUBRECIPIENT Oakland County Parks and Recreation 7. NFWF SUBRECIPIENT CONTACT 8. NFWF GRANTS ADMINISTRATOR/NFWF CONTACT INFORMATION Eric Diesing Oakland County Parks and Recreation 2800 Watkins Lake Rd Waterford, MI 48328 diesinge@oakgov.com Bela Hawkins National Fish and Wildlife Foundation 1625 Eye Street, N.W. Suite 300 Washington, D.C. 20006 Tel: 202-857-0166 Bela.Hawkins@nfwf.org 9. PROJECT TITLE Providing Habitat and Water Quality Benefits in the Rouge River, Michigan 10. PROJECT DESCRIPTION Reconnect the floodplain, stabilize the shoreline, provide improved flood storage, and restore native floodplain canopy in the Rouge River. Project will restore a 4-acre floodplain and improve the watershed by increasing flood storage capacity, enhancing riparian habitats, and reducing a significant source of phosphorus and suspended solids to downstream waterbodies. 11. PERIOD OF PERFORMANCE November 1, 2024 to May 30, 2026 12. TOTAL AWARD TO SUBRECIPIENT $300,000 13. TOTAL FED. FUNDS $300,000 14. TOTAL NON-FED. FUNDS N/A 15. FEDERAL MATCH REQUIREMENT $1,000,000 16. NON-FEDERAL MATCH REQUIREMENT N/A 17. SUBRECIPIENT INDIRECT COST RATE TERMS The rate specified in Line 4 reflects that the Subrecipient has elected not to claim an indirect cost rate and that this election shall apply throughout the project’s period of performance. 18. TABLE OF CONTENTS SEC.DESCRIPTION 1 NFWF Agreement Administration 2 NFWF Agreement Clauses 3 Representations, Certifications, Obligations, and Other Statements – General 4 Representations, Certifications, and Other Statements Relating to Federal Funds- General 5 Representations, Certifications, and Other Statements Relating to Federal Funds – Funding Source Specific 6 Other Representations, Certifications, Statements and Clauses Page 2 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 19. FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL A. FUNDING SOURCE (FS) B. NFWF FS ID C. FS AWARD DATE TO NFWF D. FAIN E. TOT FED. AWARD TO NFWF F. TOT OBLG. TO SUBRECIPIENT G. FS END DATE H. CFDA U.S. Fish and Wildlife Service FC.R583 08/25/2023 F23AC03024 $15,031,566.02 $300,000.00 09/30/2027 15.662 20. NOTICE OF AWARD The National Fish and Wildlife Foundation (NFWF) agrees to provide the NFWF Award to the NFWF Subrecipient for the purpose of satisfactorily performing the Project described in a full proposal as identified on line 1 and incorporated into this Agreement by reference. The NFWF Award is provided on the condition that the NFWF Subrecipient agrees that it will raise and spend at least the amount listed on lines 15 and 16 in matching contributions on the Project, as applicable. The Project must be completed, with all NFWF funds and matching contributions spent, during the Period of Performance as set forth above. All items designated on the Cover Page and the Table of Contents are incorporated into this Agreement by reference herein. NFWF Subrecipient agrees to abide by all statutory or regulatory requirements, or obligations otherwise required by law. Subrecipient is obligated to notify NFWF if any of the information on the Cover Page changes in any way, whether material or immaterial. A. NAME AND TITLE OF AUTHORIZED SUBRECIPIENT SIGNER (Type or Print)D. NAME AND TITLE OF NFWF AWARDING OFFICIAL Holly A. Bamford, PhD, Chief Conservation Officer B. SUBRECIPIENT BY C. DATE E. NATIONAL FISH AND WILDLIFE FOUNDATION BY F. DATE NFWF prohibits discrimination in all its programs and activities on the basis of race, color, religion, age, sex, national origin, ancestry, marital status, personal appearance, citizen status, disability, sexual orientation, gender identity or expression, pregnancy, child birth or related medical conditions, family responsibilities, matriculation, genetic information, political or union affiliation, veteran status or any other status protected by applicable law (“Protected Categories”). In addition, NFWF prohibits retaliation against an individual who opposes an unlawful educational practice or policy or files a charge, testifies or participates in any complaint under Title VI. NFWF complies with all applicable federal, state and local laws in its commitment to being an equal opportunity provider and employer; accordingly, it is NFWF’s policy to administer all employment actions, including but not limited to, recruiting, hiring, training, promoting, and payment of wages, without regard to any Protected Category(ies). See Reporting Schedule on the following page. Page 3 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 21. REPORTING DUE DATES/SUBRECIPIENT REPORTING SCHEDULE Reporting Task Task Due Date Annual Financial Report November 1, 2025 Interim Programmatic Report November 1, 2025 Final Financial Report July 30, 2026 Final Programmatic Report July 30, 2026 Page 4 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 Page 5 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 1 NFWF AGREEMENT ADMINISTRATION 1.1.Amendments. During the life of the Project,the NFWF Subrecipient is required to immediately inform in writing the NFWF Grants Administrator of any changes in contact information,Key Personnel,scope of work,indirect cost rate,as well as any difficulties in completing the performance goals articulated in the Project description.NFWF Subrecipients must request an amendment from NFWF upon determination of a deviation from the original Grant Agreement as soon as such deviation is detected.NFWF reserves the right to approve,deny and/or negotiate any such request. Alternatively,NFWF may initiate an amendment if NFWF determines an amendment is necessary at any time. Amendment requests are to be submitted via NFWF’s grants management system. 1.1.1. Budget Amendment Request. If the NFWF Subrecipient determines that:1)the amount of the budget is going to change in any one direct cost category by an amount that exceeds 10%of the Award,or 2)there is a need to increase indirect costs,the NFWF Subrecipient must seek prior written approval via an amendment request in NFWF’s grants management system. 1.1.2. Extension of Performance Period. If additional time is needed to complete the approved Project,the NFWF Subrecipient should contact the NFWF Grants Administrator at least 45 calendar days prior to the project period expiration date to initiate the no-cost extension request process in NFWF’s grants management system.In addition,if there are overdue reports required,the NFWF Subrecipient must ensure that they are submitted along with or prior to submitting the no- cost extension request. 1.2.Matching Contributions. Matching Contributions consist of cash,contributed goods and services,volunteer hours,and/or property raised and spent for the Project.Matching Contributions for the purposes of this Project must meet the following criteria:(1)Are verifiable from the NFWF Subrecipient’s records;(2)Are not included as contributions for any other federal award;(3)Are necessary and reasonable for the accomplishment of project or program objectives;(4)Are allowable under OMB Cost Principles;(5) Are not paid by the U.S.Government under another federal award except where the federal statute authorizing a program specifically provides that federal funds made available for such program can be applied to matching or cost sharing requirements of other federal programs when authorized by federal statute;(6)Are provided for in the approved budget when required by the federal awarding agency;(7)Are committed directly to the project and must be used within the period of performance as identified in this Agreement;(8)Otherwise conform to the law;and,(9) Are in compliance with the requirements of Section 3.3 of this Agreement concerning Compliance with Laws. Page 6 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 1.2.1.Documentation and Reporting of Matching Contributions. The NFWF Subrecipient must retain supporting documentation,including detailed time records for contributed services,original receipts,appraisals of real property,and comparable rentals for other contributed property,at its place of business in the event of an audit of the NFWF Subrecipient as required by applicable federal regulations.The NFWF Subrecipient must report match progress in Payment Requests and Financial Reports. 1.2.2.Assessing Fair Market Value. Fair market value of donated goods,services and property,including volunteer hours,shall be computed as outlined in §200.306 of 2 CFR Subtitle A,Chapter II,Part 200,Uniform Administrative Requirements,Cost Principles,and Audit Requirements for Federal Awards, (hereinafter “OMB Uniform Guidance”),regardless of whether this Agreement is federally funded. 1.3.Payment of Funds. To be eligible to receive funds,NFWF Subrecipient must submit to NFWF (1)an original executed copy of this Agreement for the Project;(2)any due financial and programmatic reports;and (3)a complete and accurate Payment Request via NFWF’s grants management system.At any time, NFWF reserves the right to require submission of source documentation,including but not limited to timesheets,cash receipts,contracts or subaward agreements,for any costs where the NFWF Subrecipient is seeking reimbursement by NFWF.NFWF reserves the right to retain up to ten percent (10%) of funds until submission and acceptance of final reports. 1.3.1. Reimbursements. NFWF Subrecipient may request funds on a reimbursable basis.Reimbursement requests must include expenditures to date and an explanation of any variance from the approved budget. 1.3.2. Advances. NFWF Subrecipient may request advance payment of funds prior to expenditure provided that the NFWF Subrecipient:(1)demonstrates an immediate need for advance payment; (2)documents expenditure of advanced funds;3) maintains written procedures that minimize the time elapsing between the transfer of funds and disbursement;and (4)has established appropriate financial management systems that meet the needs and standards for fund control and accountability.Approval of any advance payment of funds is made at the sole discretion of NFWF, based on an assessment of the NFWF Subrecipient’s needs. 1.3.3. Interest. Any interest earned in any one year on funds advanced to the NFWF Subrecipient that exceeds $500 must be reported to NFWF,and the disposition of those funds negotiated with NFWF.Interest amounts up to $500 per year may be retained by the NFWF Subrecipient for administrative expense. Page 7 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 1.4.Reports. 1.4.1.Interim Programmatic Reports. The NFWF Subrecipient will submit interim programmatic reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The interim programmatic report shall consist of written statements of Project accomplishments and updated metric values since Project initiation, or since the last reporting period,and shall be submitted via NFWF’s grants management system.NFWF may require specific formatting and/or additional information as appropriate. 1.4.2.Interim Financial Reports. The NFWF Subrecipient will submit interim financial reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The interim financial report shall consist of financial information detailing cumulative expenditures made under this Project since Project initiation and shall be uploaded via NFWF’s grants management system.NFWF may require specific formatting and/or additional information as appropriate. 1.4.3.Annual Financial Report. The NFWF Subrecipient will submit annual financial reports to NFWF based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,as may be amended at NFWF’s sole discretion.The NFWF Subrecipient must enter a justification when there is a difference between the amount disbursed by NFWF and the amount expended by the grantee.Failure to submit an annual financial report in a timely manner will delay payment of submitted payment requests. 1.4.4.Final Reports. Based on the reporting schedule in Line 21 of the Cover Sheet to this Agreement,the NFWF Subrecipient will submit (1)a Final Financial Report accounting for all Project funds received,Project expenditures,and budget variances (if any)compared to the approved budget;(2)a Final Programmatic Report summarizing and documenting the accomplishments and metric values achieved during the Period of Performance;(3)copies of any publications,press releases and other appropriate products resulting from the Project;and (4)photographs as described in Section 1.4.3.1 below.The final reports and digital photo files should be uploaded via NFWF’s grants management system.Any requests for extensions of final report submission dates must be made in writing to the NFWF Grants Administrator and approved by NFWF in advance.NFWF may require specific formatting and/or additional information as appropriate. 1.4.4.1. Photographs. NFWF requests,as appropriate for the Project,a representative number of high- resolution (minimum 300 dpi)photographs depicting the Project (before-and-after images,images of species impacted,and/or images of staff/volunteers working on the Project).Photographs should be uploaded with the Final Programmatic Report via NFWF’s grants management system as individual .jpg files.The Final Programmatic Report narrative should list each photograph,the date the photograph was taken,the location of the photographed image,caption,photo Page 8 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 credit,and any other pertinent information (e.g.,species,activity conducted)describing what the photograph is depicting.By uploading photographs to NFWF’s grants management system the NFWF Subrecipient certifies that the photographs are unencumbered and that NFWF and Project Funders have a fully paid up non-exclusive,royalty-free,irrevocable,perpetual, worldwide license for posting of Final Reports and for any other purposes that NFWF or the Project Funder determines appropriate. 1.4.5.Significant Developments. The NFWF Subrecipient shall report on events that may occur between the scheduled performance reporting dates that have a significant impact on the Project.Such reporting shall be made as soon as the following conditions become known: 1.4.5.1.Problems,delays,or adverse conditions which will materially impair the ability to meet the Project objective,including but not limited to the objective itself,its schedule and/or the budget.This disclosure must include a statement of the action taken,or contemplated,and any assistance needed to resolve the matter; and/or, 1.4.5.2.Favorable developments which enable meeting time schedules and objectives sooner or at less cost than anticipated or produce more or different beneficial results than originally planned. 1.5. Reports and Payment Requests. All reports, financial, programmatic, or otherwise, or payment requests under a federal award must be submitted by a representative of the NFWF Subrecipient who has the NFWF Subrecipient’s full authority to render such reports and requests for payment and to provide required certifications as set forth in 2 CFR 200.415, as applicable. 1.6.Record Retention and Access. 1.6.1. Retention Requirements for Records. NFWF Subrecipient shall maintain all records connected with this Agreement for a period of at least three (3) years following the latest end date of the funding source(s) referenced above in line 19. FUNDING SOURCE INFORMATION/FEDERAL AND NON-FEDERAL or the close-out of all pending matters or audits related to this Agreement, whichever is later. As funding source end dates may be extended over time, the NFWF Subrecipient will be notified of the most up-to-date record retention requirements upon closure of this Award. If any litigation, claim, or audit is started (irrespective of the NFWF Subrecipient’s involvement in such matter) before the expiration of the 3-year period, the records shall be retained until all litigation, claims or audit findings or pending matters involving the records have been resolved and final action taken. NFWF shall notify NFWF Subrecipient if any such litigation, claim or audit takes place or if funding source end date(s) is extended so as to extend the retention period. Records for real property and equipment acquired with federal funds must be retained for at least three (3) years following disposition of such real property. For awards solely funded with funding sources with “N/A” listed as the end date, NFWF Subrecipient shall maintain all records connected with this Agreement Page 9 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 for a period of at least three (3) years following the date of final payment or the Period of Performance end date, whichever is later. 1.6.2. Access to Records. NFWF or any of its authorized representatives shall have access to such records and financial statements upon request, as shall Inspectors General, the Comptroller General of the United States or any of their authorized representatives if the Funding Source or any funding entity (i.e., a secondary funding source) is a federal agency and/or any portion of the Project provided herein is paid with federal funds. The rights of access in this section are not limited to the required retention period but last as long as the records are retained. Page 10 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 2 NFWF AGREEMENT CLAUSES 2.1.Restrictions on Use of Funds. The NFWF Subrecipient agrees that any funds provided by NFWF and all Matching Contributions will be expended only for the purposes and programs described in this Agreement.No funds provided by NFWF pursuant to this Agreement or Matching Contributions may be used to support litigation expenses,lobbying activities,or any other activities not authorized under this Agreement or otherwise unallowable under the Federal Cost Principles set forth in the OMB Uniform Guidance. 2.2.Assignment. The NFWF Subrecipient may not assign this Agreement,in whole or in part,to any other individual or other legal entity without the prior written approval of NFWF. 2.3.Subawards and Contracts. When making subawards or contracting,NFWF Subrecipient shall:(1)abide by all applicable granting and contracting procedures,including but not limited to those requirements of the OMB Uniform Guidance (2 C.F.R.Part 200);(2)ensure that all applicable federal,state and local requirements are properly flowed down to the subawardee or contractor,including but not limited to the applicable provisions of the OMB Uniform Guidance (2 C.F.R.Part 200);and (3)ensure that such subaward or contracting complies with the requirements in Section 3.3 of this Agreement concerning Compliance with Laws.NFWF Subrecipient shall also include in any subaward or contract a similar provision to this,requiring the use of proper grant and contracting procedures and subsequent flow down of federal,state,and local requirements to lower-tiered subawardees and contractors. 2.4.Unexpended Funds. Any funds provided by NFWF and held by the NFWF Subrecipient and not expended at the end of the Period of Performance will be returned to NFWF within ninety (90)days after the end of the Period of Performance. 2.5.Publicity, Acknowledgment of Support, and Disclaimers. 2.5.1. Publicity. The NFWF Subrecipient gives NFWF the right and authority to publicize NFWF's financial support for this Agreement and the Project in press releases,publications,and other public communications. 2.5.2. Acknowledgment of Support. The NFWF Subrecipient agrees to:(1)give appropriate credit to NFWF and any Funding Sources identified in this Agreement for their financial support in any and all press releases,publications,annual reports,signage,video credits,dedications,and other public communications regarding this Agreement or any of the project deliverables associated with this Agreement,subject to any terms and conditions as may be stated in Section 5 and Section 6 of this Agreement; and (2) include the disclaimer provided at Section 2.5.4. Page 11 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 2.5.3. Logo Use. The NFWF Subrecipient must obtain prior NFWF approval for the use relating to this Award of the NFWF logo or the logo or marks of any Funding Source. 2.5.4.Disclaimers. Payments made to the NFWF Subrecipient under this Agreement do not by direct reference or by implication convey NFWF’s endorsement nor the endorsement by any other entity that provides funds to the NFWF Subrecipient through this Agreement, including the U.S.Government,as applicable,for the Project.All information submitted for publication or other public releases of information regarding this Agreement shall carry the following disclaimer, which NFWF may revise at any time at its sole discretion: For Projects funded in whole or part with federal funds:"The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions or policies of the U.S.Government or the National Fish and Wildlife Foundation and its funding sources.Mention of trade names or commercial products does not constitute their endorsement by the U.S.Government,or the National Fish and Wildlife Foundation or its funding sources." For Projects not funded with federal funds:“The views and conclusions contained in this document are those of the authors and should not be interpreted as representing the opinions of the National Fish and Wildlife Foundation or its funding sources.Mention of trade names or commercial products does not constitute their endorsement by the National Fish and Wildlife Foundation or its funding sources." 2.6.Posting of Final Reports. The NFWF Subrecipient hereby acknowledges and consents for NFWF and any Funding Source identified in this Agreement to post its final programmatic reports and deliverables on their respective websites.In the event that the NFWF Subrecipient intends to claim that its final report contains material that does not have to be posted on such websites because it is protected from disclosure by statutory or regulatory provisions,the NFWF Subrecipient shall so notify NFWF and any Funding Source identified in this Agreement and clearly mark all such potentially protected materials as “PROTECTED,”providing an accurate and complete citation to the statutory or regulatory source for such protection. 2.7.Website Links. The NFWF Subrecipient agrees to permit NFWF to post a link on any or all NFWF websites to any websites created by the NFWF Subrecipient in connection with the Project. 2.8.Evaluation. Throughout a program or business plan,NFWF engages in monitoring and evaluation to assess progress toward conservation goals and inform future decision-making.These efforts use both data collected by grantees as part of their NFWF grant as well as post-award project data collected by third-party entities commissioned to conduct a program evaluation.The NFWF Subrecipient agrees to cooperate with NFWF by providing timely responses to all reasonable requests for information Page 12 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 to assist in evaluating the accomplishments of the Project period of five (5)years after the project end date. 2.9. Intellectual Property. Reports,materials,books,databases,monitoring data,maps and spatial data,audio/video,and other forms of intellectual property created using this grant may be copyrighted or otherwise legally protected by the NFWF Subrecipient or by the author. The NFWF Subrecipient agrees to provide to NFWF and any Funding Source identified in this Agreement a non-exclusive,royalty-free, irrevocable,perpetual,worldwide license to use,publish,copy and alter the NFWF Subrecipient’s intellectual property created using this award for non-commercial purposes in any media – whether now known or later devised –including posting such intellectual property on NFWF’s or Funding Source websites and featuring in publications. NFWF retains the right to use project metrics and spatial data submitted by the NFWF Subrecipient to estimate societal benefits that result and to report these results to funding partners on a case-by-case basis as determined by NFWF.These may include but are not limited to:habitat and species response,species connectivity,water quality,water quantity,risk of detrimental events (e.g.,wildfire,floods),carbon accounting (e.g.,sequestration,avoided emissions),environmental justice,and diversity,equity, and inclusion. 2.10. System for Award Management (SAM) Registration. The NFWF Subrecipient must maintain an active SAM registration at www.SAM.gov until the final financial report is submitted or final payment is received,whichever is later.If the NFWF Subrecipient’s SAM registration expires during the required period,NFWF will suspend payment to the NFWF Subrecipient until the SAM registration is updated. 2.11.Arbitration. All claims,disputes,and other matters in question arising out of,or relating to this Agreement,its interpretation or breach,shall be decided through arbitration by a person or persons mutually acceptable to both NFWF and the NFWF Subrecipient.Notice of the demand for arbitration shall be made within a reasonable time,not to exceed three years,after the claim,dispute,or other matter in question has arisen.The award rendered by the arbitrator or arbitrators shall be final. The terms of this provision will survive termination of this Agreement. 2.12.Indemnity. This section is intentionally left blank. 2.13.Insurance. The NFWF Subrecipient,an Oakland County government entity,is a self-insured entity agreeing to make such insurance available to NFWF against liability for injury to persons or property from any and all activities undertaken by the NFWF Subrecipient in connection with this Agreement,subject to the provisions of Michigan law.The terms of this provision will survive termination of this Agreement. 2.14.Choice of Law/Jurisdiction. This grant is federally funded and the federal funds can’t be subject to Michigan law. 2.15. Stop Work. Page 13 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 NFWF may,at any time,by written order to the NFWF Subrecipient,require the NFWF Subrecipient to stop all,or any part,of the work called for by this Agreement for a period of 90 days after the order is delivered to the NFWF Subrecipient.The order shall be specifically identified as a stop- work order issued under this section.Upon receipt of the order,the NFWF Subrecipient shall immediately comply with its terms and take all reasonable steps to minimize the incurrence of costs allocable to this Agreement covered by the order during the period of work stoppage.Within a period of 90 calendar days after a stop-work order is delivered to the NFWF Subrecipient,or within any extension of that period to which the parties shall have agreed,NFWF shall either cancel the stop-work order or terminate the Agreement under section 2.16. 2.16.Termination. 2.16.1.Upon the occurrence of any of the following enumerated circumstances,NFWF may terminate this Agreement,or any portion thereunder,upon receipt by the NFWF Subrecipient of NFWF’s written notice of termination,or as otherwise specified in the notice of termination: 2.16.1.1.the NFWF Subrecipient is adjudged or becomes bankrupt or insolvent, is unable to pay its debts as they become due,or makes an assignment for the benefit of its creditors; or, 2.16.1.2.the NFWF Subrecipient voluntarily or involuntarily undertakes to dissolve or wind up its affairs; or, 2.16.1.3.suspension or debarment by the Government of the NFWF Subrecipient; or, 2.16.1.4.any breach of the requirements set forth in Section 3.3 of this Agreement concerning Compliance with Laws; or, 2.16.1.5.NFWF learns that NFWF Subrecipient has an organizational conflict of interest,or any other conflict of interest,as determined in the sole discretion of NFWF, that NFWF believes, in its sole discretion, cannot be mitigated; or, 2.16.1.6.after written notice and a reasonable opportunity,the NFWF Subrecipient is unable to cure a perceived non-compliance with any material term (other than those enumerated at 2.16.1.1 –2.16.1.5)of this Agreement.The cure period shall be considered the timeframe specified by the Funding Source(s),if any,minus one (1)to five (5)days or as agreed upon by the Parties in writing,or if no time is specified by the Funding Source(s),ten (10)days or as otherwise agreed upon by the Parties.Within this time period the NFWF Subrecipient shall,as determined by NFWF,(a)satisfactorily demonstrate its compliance with the term(s)originally believed to be in non-compliance;or (b)NFWF,at its sole discretion,may determine that NFWF Subrecipient has satisfactorily demonstrated that reasonable progress has been made so as not to endanger performance under this Agreement; or, 2.16.1.7.if the Funding Source issues an early termination under the funding agreement(s) covering all or part of the Project at issue hereunder. Page 14 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 2.16.2.Either Party may terminate this Agreement by written notice to the other Party for any reason by providing thirty (30) days’ prior written notice to the other Party. 2.16.3.In the event of termination of this Agreement prior to Project completion,the NFWF Subrecipient shall immediately (unless otherwise directed by NFWF in its notice if NFWF initiated the termination)undertake all reasonable steps to wind down the Project cooperatively with NFWF, including but not limited to the following: 2.16.3.1.Stop any portion of the Project’s work that is incomplete (unless work to be completed and a different date for termination of work are specified in NFWF’s notice). 2.16.3.2.Place no further work orders or enter into any further subawards or contracts for materials,services,or facilities,except as necessary to complete work as specified in NFWF’s notice. 2.16.3.3.Terminate all pending Project work orders,subawards,and contracts for work that has not yet commenced. 2.16.3.4.With the prior written consent of NFWF,promptly take all other reasonable and feasible steps to minimize and/or mitigate any damages that may be caused by the failure to complete the Project,including but not limited to reasonable settlements of any outstanding claims arising out of termination of Project work orders,subawards,and contracts.NFWF will reimburse the NFWF Subrecipient for non-cancelable allowable costs incurred by the NFWF Subrecipient prior to termination that cannot be mitigated.However,the foregoing is subject to the complete reimbursement of such costs by the Funding Source;accordingly,any amounts ultimately not paid,or which are recouped by the Funding Source, are subject to recoupment by NFWF. 2.16.3.5.Deliver or make available to NFWF all data,drawings,specifications, reports,estimates,summaries,and such other information and material as may have been accumulated by the NFWF Subrecipient under this Agreement,whether completed or in progress. 2.16.3.6. Return to NFWF any unobligated portion of the Award. 2.17.Entire Agreement. These terms and conditions,including the Attachments hereto,constitute the entire agreement between the Parties relating to the Project described herein and supersede all previous communications,representations,or agreements,either oral or written,with respect to the subject matter hereof.No representations or statements of any kind made by any representative of a Party, which are not stated herein, shall be binding on said Party. Page 15 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 2.18.Severability. Each provision of this Agreement is distinct and severable from the others.If one or more provisions is or becomes invalid,unlawful,or unenforceable in whole or in part,the validity, lawfulness and enforceability of the remaining provisions (and of the same provision to the extent enforceable)will not be impaired,and the Parties agree to substitute a provision as similar to the offending provision as possible without its being invalid, unlawful or unenforceable. 2.19.Interpretation and Construction. 2.19.1.This Agreement shall be interpreted as a unified contractual document with the Sections and the Attachments having equal effect,except in the event of any inconsistency between them.In the event of a conflict between any portion of this Agreement and another portion of this Grant Agreement,first the Sections will apply in the following order of precedence: 5, 4, 3, 1, 2 and 6, and then any supplemental attachments. 2.19.2.The title designations of the provisions to this Agreement are for convenience only and shall not affect the interpretation or construction of this Agreement. 2.19.3.Every right or remedy conferred by this Agreement upon or reserved to the Parties shall be cumulative and shall be in addition to every right or remedy now or hereafter existing at law or in equity,and the pursuit of any right or remedy shall not be construed a selection. 2.19.4.The failure of NFWF to exercise any right or privilege granted hereunder or to insist upon the performance and/or compliance of any provision of this Agreement,a referenced contractual,statutory or regulatory term,or an Attachment hereto,shall not be construed as waiving any such right,privilege,or performance/compliance issue,and the same shall continue in full force and effect. 2.19.5.Notwithstanding any express statements regarding the continuation of an obligation beyond the expiration or termination of this Agreement,the rights and obligations of this Agreement,which by their nature extend beyond its expiration or termination,shall remain in full force and effect and shall bind the Parties and their legal representatives, successors, heirs, and assigns. Page 16 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 3 REPRESENTATIONS, CERTIFICATIONS, OBLIGATIONS AND OTHER STATEMENTS – GENERAL 3.1.Binding Obligation. By execution of this Agreement,NFWF Subrecipient represents and certifies that this Agreement has been duly executed by a representative of the NFWF Subrecipient with full authority to execute this Agreement and binds the NFWF Subrecipient to the terms hereof.After execution by the representative of the NFWF Subrecipient named on the signature page hereto,this Agreement represents the legal,valid,and binding obligation of the NFWF Subrecipient,enforceable against the NFWF Subrecipient in accordance with its terms. 3.2.Additional Support. In making this Award,NFWF assumes no obligation to provide further funding or support to the NFWF Subrecipient beyond the terms stated in this Agreement. 3.3.Compliance with Laws. 3.3.1.In General. By execution of this Agreement and through its continued performance hereunder,the NFWF Subrecipient represents,certifies and agrees that it is and shall continue to conduct all such activities in compliance with all applicable federal,state,and local laws, regulations,and ordinances and to secure all appropriate necessary public or private permits and consents.The terms of this provision will survive termination of this Agreement and must be flowed down to any and all contractors,subcontractors or subrecipients entered into by NFWF Subrecipient in the performance of this Agreement. 3.3.2.Compliance with Anti-Corruption Laws. The NFWF Subrecipient represents, certifies and agrees to ensure that no payments have been or will be made or received by the NFWF Subrecipient in connection with this Agreement in violation of the U.S. Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §dd-1 et seq.), or any other applicable anti-corruption laws or regulations (e.g., UK Bribery Act 2010) in the countries in which the NFWF Subrecipient performs under this Agreement. 3.3.3. Compliance with Anti-Terrorism Laws. The NFWF Subrecipient represents,certifies and agrees not to provide material support or resources directly or indirectly to,or knowingly permit any funds provided by NFWF pursuant to this Agreement or Matching Contributions to be transferred to,any individual, corporation or other entity that the NFWF Subrecipient knows,or has reason to know, commits,attempts to commit,advocates,facilitates,or participates in any terrorist activity,or has committed,attempted to commit,advocated,facilitated or participated in any terrorist activity,including,but not limited to,the individuals and entities (1)on the master list of Specially Designated Nationals and Blocked Persons maintained by the U.S. Department of Treasury’s Office of Foreign Assets Control,which list is available at www.treas.gov/offices/enforcement/ofac; (2)on the consolidated list of individuals and entities maintained by the “1267 Committee”of the United Nations Security Council at http://www.un.org/sc/committees/1267/aq_sanctions_list.shtml;(3)on the consolidated Page 17 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 list maintained by the U.S.Department of Commerce at http://export.gov/ecr/eg_main_023148.asp,or (4)on such other list as NFWF may identify from time to time. 3.3.4. Compliance with Additional Laws and Restrictions. The NFWF Subrecipient represents,certifies and agrees to ensure that its activities under this Agreement comply with all applicable U.S.laws,regulations and executive orders regarding money laundering,terrorist financing,U.S.sanctions laws,U.S.export controls, restrictive trade practices,boycotts,and all other economic sanctions or trade restrictions promulgated from time to time by means of statute,executive order,regulation or as administered by the U.S.Department of State,the Office of Foreign Assets Control,U.S. Department of the Treasury,or the Bureau of Industry and Security,U.S.Department of C o m m e r c e . 3.4.Subrecipient Debarment and Suspensions. By and through NFWF Subrecipient’s execution of this Agreement,NFWF Subrecipient warrants and represents its initial and continued compliance that it is not listed on the General Services Administration’s,government-wide System for Award Management Exclusions (SAM Exclusions),in accordance with the OMB guidelines at 2 C.F.R Part 180 that implement E.O.s 12549 (3 C.F.R.,1986 Comp.,p.189)and 12689 (3 C.F.R.,1989 Comp.,p.235),“Debarment and Suspension.”The NFWF Subrecipient further provides that it shall not enter into any subaward,contract or other agreement using funds provided by NFWF with any party listed on the SAM Exclusions in accordance with Executive Orders 12549 and 12689.The SAM Exclusions can be found at https://www.sam.gov/portal/public/SAM/. 3.5.Conflicts of Interest. By execution of this Agreement,NFWF Subrecipient acknowledges that it is prohibited from using any Project funds received under this Agreement in a manner which may give rise to an apparent or actual conflict of interest,including organizational conflicts of interest,on the part of the NFWF Subrecipient.Such a conflict of interest would arise when the employee,officer,or agent,any member of his or her immediate family,his or her partner,or an organization which employs or is about to employ any of the parties indicated herein,has a financial or other interest in or a tangible personal benefit from a firm considered for a contract.The officers,employees,and agents of NFWF Subrecipient may neither solicit nor accept gratuities,favors,or anything of monetary value from contractors or parties to subcontracts.An organizational conflict of interest is defined as a relationship that because of relationships with a parent company,affiliate,or subsidiary organization,the non-federal entity is unable or appears to be unable to be impartial in conducting a procurement action involving a related organization.The NFWF Subrecipient represents and certifies that it has adopted a conflict of interest policy that,at a minimum,complies with the requirements of the OMB Uniform Guidance,and will comply with such policy in the use of any Project funds received under this Agreement.NFWF Subrecipient may set standards for situations in which the financial interest is not substantial or the gift is an unsolicited item of nominal value. The standards of conduct must provide for disciplinary actions to be applied for violations of such standards by officers,employees,or agents of NFWF Subrecipient.If NFWF Subrecipient becomes aware of any actual or potential conflict of interest or organizational conflict of interest,during the course of performance of this Agreement,NFWF Subrecipient will immediately notify NFWF in writing of such actual or potential conflict of interest, whether organizational or otherwise. Page 18 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 4 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS RELATING TO FEDERAL FUNDS – GENERAL 4.1.If the Funding Source or any funding entity (i.e.,a secondary funding source)is a federal agency and/or any portion of the Project provided herein is paid with federal funds,the NFWF Subrecipient must read and understand certain applicable federal regulations,including but not limited to, the following in Sections 4 and 5 of this Agreement as set forth herein. The NFWF Subrecipient will need to understand and comply with the OMB Uniform Guidance (including related Supplements as may be applicable to a specific federal funding source(s),and Appendices as may be applicable),in addition to other applicable federal regulations.This includes,but is not limited to,the provisions of the Federal Funding Accountability and Transparency Act (FFATA),which includes requirements on executive compensation,and also requirements implementing the Act for the non-federal entity at 2 CFR part 25 Financial Assistance Use of Universal Identifier and System for Award Management and 2 CFR part 170 Reporting Subaward and Executive Compensation Information.The most recent version of the Electronic Code of Federal Regulations can be found at https://www.ecfr.gov/. 4.2.2 CFR § 200 Subpart F Audits. It is the responsibility of the NFWF Subrecipient to arrange for audits as required by 2 CFR Part 200, Subpart F –Audit Requirements.The NFWF Subrecipient shall notify NFWF in writing about 2 CFR Subpart F audit findings related to projects funded by NFWF pass-through funds.The NFWF Subrecipient understands that NFWF may require the NFWF Subrecipient to take corrective action measures in response to a deficiency identified during an audit. 4.3. Real and Personal Property. In accordance with 2 C.F.R.§200.316 (Property trust relationship),real property,equipment,and intangible property acquired or improved with federal funds must be held in trust by the NFWF Subrecipient as trustee for the beneficiaries of the project or program under which the property was acquired or improved.This trust relationship exists throughout the duration of the property’s estimated useful life during which time the Federal Government retains an undivided,equitable reversionary interest in the property (Federal Interest).During the duration of the Federal Interest, the NFWF Subrecipient must comply with all use,reporting,and disposition requirements and restrictions as set forth in 2 C.F.R.§§200.310 (Insurance coverage)through 200.316 (Property trust relationship) and 200.329 (Reporting on real property), as applicable. 4.4. Mandatory Disclosure. NFWF Subrecipient must disclose, in a timely manner, in writing to NFWF all violations of federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the federal award. Failure to make required disclosures can result in any of the remedies described in this Agreement, including termination, and any remedies provided under law, including suspension or debarment by cognizant federal authorities. 4.5. Trafficking in Persons. Pursuant to section 106(a)of the Trafficking Victims Protection Act of 2000,as amended (22 U.S.C. 7104(g))(codified at 2 C.F.R.Part 175),NFWF Subrecipient shall comply with the below provisions. Further,NFWF Subrecipient shall flow down these provisions in all subawards and contracts, Page 19 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 including a requirement that Subrecipients similarly flow down these provisions in all lower-tiered subawards and subcontracts. The provision is cited herein: I. Trafficking in persons. a. Provisions applicable to a recipient that is a private entity. 1. You as the recipient,your employees,subrecipients under this award,and subrecipients' employees may not— i. Engage in severe forms of trafficking in persons during the period of time that the award is in effect; ii. Procure a commercial sex act during the period of time that the award is in effect; or iii. Use forced labor in the performance of the award or subawards under the award. 2. We as the federal awarding agency’s pass-through entity may unilaterally terminate this award,without penalty,if you or a subrecipient that is a private entity — i.Is determined to have violated a prohibition in paragraph a.1 of this award term; or ii.Has an employee who is determined by the agency official authorized to terminate the award to have violated a prohibition in paragraph a.1 of this award term through conduct that is either— A.Associated with performance under this award; or B.Imputed to you or the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),”. b. Provision applicable to a recipient other than a private entity.We as the federal awarding agency’s pass-through entity may unilaterally terminate this award, without penalty, if a subrecipient that is a private entity- 1. Is determined to have violated an applicable prohibition in paragraph a.1 of this award term; or 2. Has an employee who is determined by the agency official authorized to terminate the award to have violated an applicable prohibition in paragraph a.1 of this award term through conduct that is either— i.Associated with performance under this award; or ii.Imputed to the subrecipient using the standards and due process for imputing the conduct of an individual to an organization that are provided in 2 CFR part 180,“OMB Guidelines to Agencies on Government-wide Debarment and Suspension (Nonprocurement),”. c. Provisions applicable to any recipient. 1. You must inform us immediately of any information you receive from any source alleging a violation of a prohibition in paragraph a.1 of this award term. 2. Our right to terminate unilaterally that is described in paragraph a.2 or b of this section: i.Implements section 106(g)of the Trafficking Victims Protection Act of 2000 (TVPA), as amended (22 U.S.C. 7104(g)), and Page 20 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 ii.Is in addition to all other remedies for noncompliance that are available to us under this award. 3.You must include the requirements of paragraph a.1 of this award term in any subaward you make to a private entity. d. Definitions. For purposes of this award term: 1. “Employee” means either: i. An individual employed by you or a subrecipient who is engaged in the performance of the project or program under this award; or ii. Another person engaged in the performance of the project or program under this award and not compensated by you including,but not limited to,a volunteer or individual whose services are contributed by a third party as an in-kind contribution toward cost sharing or matching requirements. 2. “Forced labor”means labor obtained by any of the following methods:the recruitment,harboring,transportation,provision,or obtaining of a person for labor or services,through the use of force,fraud,or coercion for the purpose of subjection to involuntary servitude, peonage, debt bondage, or slavery. 3. “Private entity”: i.Means any entity other than a State,local government,Indian tribe, or foreign public entity, as those terms are defined in 2 CFR 175.25. ii.Includes: A.A nonprofit organization,including any nonprofit institution of higher education,hospital,or tribal organization other than one included in the definition of Indian tribe at 2 CFR 175.25(b). B.A for-profit organization. 4.“Severe forms of trafficking in persons,”“commercial sex act,”and “coercion” have the meanings given at section 103 of the TVPA,as amended (22 U.S.C. 7102). 4.6.41 United States Code (U.S.C.)4712,Enhancement of Recipient and Subrecipient Employee Whistleblower Protection: (a)This award,related subawards,and related contracts over the simplified acquisition threshold and all employees working on this award,related subawards,and related contracts over the simplified acquisition threshold are subject to the whistleblower rights and remedies established at 41 U.S.C. 4712. (b)Recipients,their subrecipients,and their contractors awarded contracts over the simplified acquisition threshold related to this award,shall inform their employees in writing,in the predominant language of the workforce,of the employee whistleblower rights and protections under 41 U.S.C. 4712. (c)The recipient shall insert this clause,including this paragraph (c),in all subawards and contracts over the simplified acquisition threshold related to this award. 4.7.41 USC §6306,Prohibition on Members of Congress Making Contracts with Federal Government. No member of or delegate to Congress or Resident Commissioner shall be admitted to any share or part of this award,or to any benefit that may arise therefrom;this provision shall not be construed to extend to an award made to a corporation for the public’s general benefit.NFWF Subrecipient Page 21 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 shall flow down this provision in all subawards and contracts,including a requirement that subrecipients similarly flow down this provision in all lower-tiered subawards and subcontracts. 4.8.Executive Order 13513,Federal Leadership on Reducing Text Messaging while Driving. (Sub)Recipients are encouraged to adopt and enforce policies that ban text messaging while driving,including conducting initiatives of the type described in section 3(a)of the order.NFWF Subrecipient shall flow down this provision in all subawards and contracts,including a requirement that subrecipients similarly flow down this provision in all lower-tiered subawards and subcontracts. 4.9.43 CFR §18 New Restrictions on Lobbying. By execution of this Agreement,the NFWF Subrecipient agrees to comply with 43 CFR 18,New Restrictions on Lobbying, and certifies to the following statements: (a)No federal appropriated funds have been paid or will be paid,by or on behalf of the NFWF Subrecipient,to any person for influencing or attempting to influence an officer or employee of an agency,a Member of Congress,and officer or employee of Congress,or an employee of a Member of Congress in connection with the awarding of any federal contract,the making of any federal grant,the making of any federal loan,the entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or modification of any federal contract,grant,loan, or cooperative agreement. (b)If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency,a Member of Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with this federal contract,grant,loan,or cooperative agreement,the undersigned shall complete and submit Standard Form-LLL,“Disclosure Form to Report Lobbying”in accordance with its instructions. (c)The NFWF Subrecipient shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts,subgrants,and contracts under grants,loans,and cooperative agreements)and that all Subrecipients shall certify accordingly.This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into.Submission of this certification,as represented by execution of this Agreement,is a prerequisite for making or entering into this transaction imposed by Section 1352,title 31,U.S.Code.Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. All liability arising from an erroneous representation shall be borne solely by the entity filing that representation and shall not be shared by any entity to which the erroneous representation is forwarded.Submitting an erroneous certification or disclosure constitutes a failure to file the required certification or disclosure,respectively.If a person fails to file a required certification or disclosure,the United States may pursue all available remedies,including those authorized by section 1352, title 31 of the U.S. Code. 4.10. Prohibition on Issuing Financial Assistance Awards to Entities that Require Certain Internal Confidentiality Agreements. Page 22 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 The NFWF Subrecipient must not require their employees, subrecipients, or contractors seeking to report fraud, waste, or abuse to sign internal confidentiality agreements or statements prohibiting or otherwise restricting such employees, subrecipients, or contractors from lawfully reporting such waste, fraud, or abuse to a designated investigative or law enforcement representative of a federal department or agency authorized to receive such information. The NFWF Subrecipient must notify their employees, subrecipients, or contractors that existing internal confidentiality agreements covered by this condition are no longer in effect. 4.11. Drug-Free Workplace. The NFWF Subrecipient must make an ongoing, good faith effort to maintain a drug-free workplace pursuant to the specific requirements set forth in 41 USC Chapter 81 Drug-Free Workplace. 4.12. Prohibition on Certain Telecommunications and Video Surveillance Services or Equipment. (Effective 8/13/2020) As required by 2 CFR 200.216, the NFWF Subrecipient is prohibited from obligating or expending funds awarded under this Agreement to procure or obtain; extend or renew a contract to procure or obtain; or enter into a contract (or extend or renew a contract) to procure or obtain equipment, services, or systems that use covered telecommunications equipment or services from Huawei Technologies Company, ZTE Corporation, Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, and Dahua Technology Company, or any other company, including affiliates and subsidiaries, owned or controlled by the People's Republic of China, which are a substantial or essential component of any system, or as critical technology as part of any system. By and through the NFWF Subrecipient’s execution of this Agreement, the NFWF Subrecipient warrants and represents that the NFWF Subrecipient will not obligate or expend funds awarded under this Agreement for “covered telecommunications equipment or services” (as this term is defined and this restriction is imposed under 2 CFR 200.216). 4.13. Domestic Preference for Procurements. a)Under this Agreement and in accordance with 2 C.F.R.§200.322,the NFWF Subrecipient shall to the greatest extent practicable,provide a preference for the purchase,acquisition, or use of goods,products or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). b)For purposes of this agreement, the following definitions apply: i.“Produced in the United States” means, for iron and steel products, that all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; and ii.“Manufactured products” means items and construction materials composed in whole or in part of non-ferrous metals such as aluminum; plastics and polymer- based products such as polyvinyl chloride pipe; aggregates such as concrete; glass, including optical fiber; and lumber. Page 23 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 5 REPRESENTATIONS, CERTIFICATIONS, AND OTHER STATEMENTS RELATING TO FEDERAL FUNDS – FUNDING SOURCE SPECIFIC NFWF Subrecipient acknowledges that when all or part of this Agreement is funded by a federal award that certain representations, certifications, and other statements relating to the use of such funds or performance of the Project may be necessary. These representations, certifications and other statements are set forth below. Unless otherwise stated in this Agreement, the execution and submission of this Agreement serves as affirmative acknowledgement of an agreement with the below representations, certifications, and other statements. Further, should circumstances of the NFWF Subrecipient change during the performance of this Agreement that would render one of these representations, certifications and/or other statements inaccurate, invalid or incorrect, the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance. Finally, NFWF reserves the right to update and require subsequent acknowledgement of an agreement with new or revised representations, certifications, and other statements at no additional cost under this Agreement. FC.R583 U.S. Fish and Wildlife Service (Service) Financial Assistance Award Terms and Conditions. The Service Financial Assistance Award Terms and Conditions posted on the Internet at https://www.fws.gov/grants/atc.html apply to the NFWF Subrecipient and their subrecipients and contractors. See also the Department of the Interior’s General Award Terms and Conditions on their website at: https://www.doi.gov/grants/doi-standard-terms-and-conditions. Buy America Provision. Required Use of American Iron, Steel, Manufactured Products, and Construction Materials As required by Section 70914 of the Infrastructure Investment and Jobs Act (Pub. L. 117-58), on or after May 14, 2022, none of the funds under a federal award that are part of a Federal financial assistance program for infrastructure may be obligated for a project unless all the iron, steel, manufactured products, and construction materials used in the project are produced in the United States, unless subject to an approved waiver. NFWF Subrecipients must include the requirements in this section in all subawards, including all contracts and purchase orders for work or products under this program. None of the funds provided under this award may be used for a project for infrastructure unless: 1.All iron and steel used in the project are produced in the United States. This means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States, 2.All manufactured products used in the project are produced in the United States. This means the manufactured product was manufactured in the United States, and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of Page 24 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 domestic content of the manufactured product has been established under applicable law or regulation, and 3.All construction materials are manufactured in the United States. This means that all manufacturing processes for the construction material occurred in the United States. This Buy America preference only applies to articles, materials, and supplies consumed in, incorporated into, or affixed to an infrastructure project. As such, it does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project. For more information, visit the Department of the Interior Buy America web page at www.doi.gov/grants/BuyAmerica and the Office of Management and Budget Made in America web page at www.whitehouse.gov/omb/management/made-in-america/. Waivers There may be instances where an award qualifies, in whole or in part, for an existing Department of the Interior (Department) general applicability waiver as described on the Department’s General Applicability Waivers web page (www.doi.gov/grants/BuyAmerica/GeneralApplicabilityWaivers). If the specific financial assistance agreement, infrastructure project, or non-domestic materials meets the criteria of an existing general applicability waiver within the limitations defined within the waiver, the NFWF Subrecipient does not need to request a separate waiver for non-domestic materials. When necessary, NFWF Subrecipients may apply for, and the Department may grant, a waiver from these requirements, subject to review by the Made in America Office. The Department may waive the application of the domestic content procurement preference in any case in which it is determined that one of the below circumstances applies: 1.Non-availability Waiver: the types of iron, steel, manufactured products, or construction materials are not produced in the United States in sufficient and reasonably available quantities or of a satisfactory quality, 2.Unreasonable Cost Waiver: the inclusion of iron, steel, manufactured products, or construction materials produced in the United States will increase the cost of the overall project by more than 25 percent, or 3.Public Interest Waiver: applying the domestic content procurement preference would be inconsistent with the public interest. If a general applicability waiver does not already apply, and the NFWF Subrecipient believes that one of the above circumstances applies to an award, the NFWF Subrecipient may submit a request to waive the application of the domestic content procurement preference. Page 25 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 Waiver Submission Instructions NFWF Subrecipients must submit all waiver requests to the Service in writing. E-mail all waiver requests to fwhqfasupport@fws.gov. Please use the subject line: “Buy America Waiver Request”. Include the following information with each waiver request: 1.Type of waiver requested (non-availability, unreasonable cost, or public interest) 2.Requesting entity name and Unique Entity Identifier (UEI) 3.Awarding bureau: U.S. Fish and Wildlife Service 4.Awarding program Assistance Listing number and title (Notice of Award, Block 2) 5.Project title (Notice of Award, Block 8) 6.Federal Award Identification Number (Notice of Award, Block 4) 7.Federal award amount (Notice of Award, Block 11) 8.Total infrastructure costs, to the extent know (federal and non-federal funds) 9.Infrastructure project description and location, to the extent known 10.List of iron or steel item(s), manufactured goods, and construction material(s) the recipient seeks to waive from Buy America requirements. Include the name, cost, countries of origin, if known, and relevant Product Service Code or NAICS code for each. 11.A certification that the Recipient made a good faith effort to solicit bids for domestic products supported by terms included in requests for proposals, contracts, and nonproprietary communications with the prime contractor. 12.A statement of waiver justification, including a description of the Recipient’s efforts (e.g., market research, industry outreach) to avoid the need for a waiver. Such a justification may cite, if applicable, the absence of any Buy America-compliant bids received in response to a solicitation. 13.Anticipated impact if no waiver is issued Do not include any Privacy Act information, sensitive data, or proprietary information with the waiver request. Waiver Review Process The Department will post waiver requests to their Buy America web page for the required 15-day public comment period. The Made in America Office will also review all waiver requests. The Department will post approved waivers on their Approved Waivers web page. The Service will notify recipients of their waiver request determination in writing by e-mail. Definitions Construction materials includes an article, material, or supply that is or consists primarily of: • non-ferrous metals, • plastic and polymer-based products (including polyvinylchloride, composite building materials, and polymers used in fiber optic cables), • glass (including optic glass), • lumber, or • drywall. Page 26 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 Construction materials does not include cement and cementitious materials, aggregates such as stone, sand, or gravel, or aggregate binding agents or additives. Domestic content procurement preference means all iron and steel used in the project are produced in the United States; the manufactured products used in the project are produced in the United States; or the construction materials used in the project are produced in the United States. Infrastructure includes, at a minimum, the structures, facilities, and equipment for, in the United States, roads, highways, and bridges; public transportation; dams, ports, harbors, and other maritime facilities; intercity passenger and freight railroads; freight and intermodal facilities; airports; water systems, including drinking water and wastewater systems; electrical transmission facilities and systems; utilities; broadband infrastructure; and buildings and real property. Infrastructure includes facilities that generate, transport, and distribute energy. Project means the construction, alteration, maintenance, or repair of infrastructure in the United States. Environmental Compliance Reviews. The NFWF Subrecipient and any subrecipient(s) must not begin any potentially impactful work related to this award until the Service has notified in writing that such work can begin. Recipients and subrecipients of Federal grants and cooperative agreement awards must comply with the requirements of the National Environmental Policy Act (NEPA), Section 7 of Endangered Species Act (ESA), and Section 106 of the National Historic Preservation Act (NHPA). Federal Publicity and Acknowledgement of Support. All information submitted for publication or public releases of information regarding this project shall be prepared and reviewed in coordination with NFWF and the USFWS. The NFWF Subrecipient must obtain prior Government approval for any public information releases concerning this award which refer to the Department of the Interior or any bureau or employee (by name or title). The specific text, layout photographs, etc. of the proposed release must be submitted with the request for approval. A visible project identification sign may be erected as appropriate at each on-the-ground protection or restoration project. Each sign must give project information and credit the Great Lakes Restoration Initiative and appropriate federal agencies for funding. Data Availability. (a) Applicability. The Department of Interior is committed to basing its decisions on the best available science and providing the American people with enough information to thoughtfully and substantively evaluate the data, methodology, and analysis used by the Department to inform its decisions. Page 27 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 (b) Use of Data. The regulations at 2 CFR 200.315 apply to data produced under a Federal award, including the provision that the Federal Government has the right to obtain, reproduce, publish, or otherwise use the data produced under a Federal award as well as authorize others to receive, reproduce, publish, or otherwise use such data for Federal purposes. (c) Availability of Data. The Contractor shall make the data produced under this Contract and any subcontract(s) available to NFWF and the Government for public release, consistent with applicable law, to allow meaningful third party evaluation and reproduction of the following: (1) The scientific data relied upon; (2) The analysis relied upon; and (3) The methodology, including models, used to gather and analyze data. Page 28 of 28 0501.24.083164 (Providing Habitat and Water Quality Benefits in the Rouge River, Michigan) Template: 4/28/2022 SECTION 6 OTHER REPRESENTATIONS, CERTIFICATIONS, STATEMENTS AND CLAUSES NFWF Subrecipient acknowledges that all or part of this Agreement may be funded by a non- federal source that requires certain representations, certifications, and other statements relating to the use of such funds or performance of the Project. These representations, certifications and other statements are set forth below. Unless otherwise stated in this Agreement, the execution and submission of this Agreement serves as affirmative acknowledgement of an agreement with the below representations, certifications, and other statements. Further, should circumstances of the NFWF Subrecipient change during the performance of this Agreement that would render one of these representations, certifications and/or other statements inaccurate, invalid or incorrect, the NFWF Subrecipient shall promptly notify NFWF of such change in circumstance. Finally, NFWF reserves the right to update and require subsequent acknowledgement of an agreement with new or revised representations, certifications, and other statements at no additional cost under this Agreement. None. NFWF SUBRECIPIENT FFATA FORM As required by the Federal Accountability and Transparency Act of 2006 (FFATA), NFWF must report to the Federal Government specific information associated with the awards we make to our subrecipients for awards over $30,000, some of which we already have. We still must collect information regarding executive compensation amounts for the five most highly compensated executives of your organization should you meet certain threshold reporting requirements as listed below. Subrecipient Legal Name: County of Oakland, Michigan Unique Entity Identifier (UEI1) (Required): HZ4EUKDD7AB4 Executive Compensation Questions 1. Our organization received 80% or more of its annual gross revenues from Federal Financial Assistance or Federal Procurement Contracts subject to the Transparency Act (2 CFR 170.320) and subawards. YES ☐NO ☒ 2. Our organization received $30 million or more in annual gross revenues from Federal Financial Assistance or Federal Procurement Contracts subject to the Transparency Act (2 CFR 170.320) and subawards. YES ☐NO ☒ 3. The public does NOT have access to information about the compensation of the executives through periodic reports filed under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C 78m(a), 78o(d)) or section 6104 of the Internal Revenue Code of 1986. (To determine if the public has access to the compensation information, see the US Security and Exchange Commission total compensation filings at www.sec.gov/answers/execomp.htm.) YES ☒NO ☐ If you responded YES to ALL Three Executive Compensation Questions Above, complete the table below for your top 5 highest compensated executives. (See the definitions on the next page in order to properly complete the below table.) Five Most Highly Compensated2 Executives3 Name of Executive Title Preceding Completed Fiscal Year's Compensation Signature: _____________________________________ Date: __________________________________ Printed Name: David Woodward Printed Title: Chairman, Oakland County Board of Commissioners DEFINITIONS 1 Unique Entity Identifier The Unique Entity Identifier, or the UEI, is the official name of the “new, non-proprietary identifier” that replaced the D-U-N-S® number, according to the General Services Administration (GSA). The UEI will be requested in, and assigned by, the System for Award Management (SAM.gov). 2Compensation Total compensation is defined as the cash and noncash dollar value earned by the executive during the recipient's or subrecipient's preceding fiscal year and includes the following (for more information see 17 CFR 229.402(c)(2)): i. Salary and Bonus. ii. Awards of stock, stock options, and stock appreciation rights. Use the dollar amount recognized for financial statement reporting purposes with respect to the fiscal year in accordance with the Statement of Financial Accounting Standards No. 123 (Revised 2004) (FAS 123R), Shared Based Payments. iii. Earnings for services under non-equity incentive plans. This does not include group life, health, hospitalization or medical reimbursement plans that do not discriminate in favor of executives, and are available generally to all salaried employees. iv. Change in pension value. This is the change in present value of defined benefit and actuarial pension plans. v. Above-market earnings on deferred compensation which is not tax-qualified. vi. Other compensation, if the aggregate value of all such other compensation (e.g. severance, termination payments, value of life insurance paid on behalf of the employee, perquisites or property) for the executive exceeds $10,000. 3Executive Executives are defined as officers, managing partners or any other employees in management positions at your organization. CAUTION: This message is from a sender outside of the Oakland County organization. Do not click links or open attachments unless you recognize the sender and know the content is safe. From:easygrants@nfwf.org To:Diesing, Eric Donald Cc:Lauren.Bracken@NFWF.ORG; Naomi.Attaway@NFWF.ORG; Traci.Giefer@NFWF.ORG; Aislinn.Gauchay@NFWF.ORG Subject:National Fish & Wildlife Foundation Conditional Award Notification - Project #83164 Date:Monday, September 30, 2024 9:39:18 AM Attachments:Subrecipient Environmental Compliance Acknowledgment Form.pdf Dear Eric Diesing: We are pleased to advise you that the Board of Directors of the National Fish and Wildlife Foundation has approved $300,000.00 for the Urban Riparian and Floodplain Restoration: Providing Habitat and Water Quality Benefits to the Rouge River in Southfield MI project, pending successful completion of our programmatic and fiscal review process. This award is provided on the condition that these funds will be matched by $1,000,000.00 in matching contributions raised by Oakland County Parks and Recreation. Project activities initiated or costs incurred prior to the execution of a Grant Agreement are done at the applicant’s own risk. Your award includes U.S. Fish and Wildlife Service (FWS) pass-through funding. All project activities must be reviewed and comply with National Environmental Policy Act (NEPA), Endangered Species Act (ESA), and Section 106 of the National Historic Preservation Act (NHPA). FWS must review and approve project work prior to its implementation. No on the ground work or activities that have the potential to affect resources protected by these Acts may begin until the Service has reviewed the project, finalized the compliance documents, and notified the NFWF Subrecipient in writing that such work can begin. If you haven’t started the compliance review process with FWS yet, Stantec will be your main point of contact for questions and document review. These templates help clarify that the financial assistance award between NFWF and FWS was conditioned to include federal NEPA, ESA, and NHPA compliance. A second email will be sent with specific instruction, Stantec contact information and templates. If the project activities have already been reviewed for federal compliance by FWS or another federal agency, please inform Traci Giefer (traci.giefer@nfwf.org). In addition, we ask that you complete the attached Environmental Compliance acknowledgement form stating that you understand your project has this requirement. Please complete and send this form to NEPA@nfwf.org. Your award agreement will not be issued until we have received this form. Lauren Bracken will be your point of contact for the programmatic and fiscal review process. The Board and staff of the National Fish and Wildlife Foundation wish you the best of luck with your project. Sincerely, The National Fish and Wildlife Foundation