MOUs and MOAs Spelled Out A Discussion of MOUs, MOAs, and Contracts for the Provision of AT During Times of Disasters LATAN 9/27/2011
I’m Jamie Landry Karam with LATAN, Louisiana Assistive Technology Access Network.1. Do you want to help people stay safe and maintain their independence during and after a disaster?2. Would you like to have an agreement with LATAN or another entity to help others with things you can’t or don’t know how to do?
So you said yes… Does it help you to have this type of agreement during a disaster or at any other time? Do you know what you or I are supposed to do to help others? What about if we signed a piece of paper agreeing to the same thing we just said verbally?
What works? Delineating EVERYTHING in writing in a contract, MOU, or MOA is the only definite and legal way to ensure that things will work and get done as everyone wants them to.
What is a “MOU” or “MOA”? MOU stands for Memorandum(a) of Understanding and MOA stands for Memorandum(a) of Agreement. There is basically no difference, just the preference of words. They both can be legally binding contracts between two or more parties if executed correctly. LATAN 9/27/2011
A major reason for executing an Agreement for Emergency Management purposes is to have all of the guesswork dealt with beforehand; to be prepared and know your role and obligations to assist people with their AT needs (or something else) during and after a disaster. LATAN 9/27/2011
Not only is a written Agreement better insurance than the proverbial well-meaning handshake at any time, but never so much as during the chaotic and rapid-response timeframe of a disaster. A good MOU or MOA will not only set forth roles, duties, responsibilities, but also minimize risk for each party involved. LATAN 9/27/2011
Major Sections of an Agreement • Names of entities involved in agreement and any explanation of acronyms • Background • Liaison Officials: First and Second Points of Contact for each organization and their contact information. • Purpose of Agreement • Statement of Work: Roles, duties, and responsibilities of each organization. • Confidentiality Statement • Modifications or Amendments • Term of Agreement • Termination • Execution and Approval: Signature and Title of each organization’s Head (or legal assignee) and the date of signing LATAN 9/27/2011
Basic Information Sections 1 through 4 are basic and self-explanatory sections that give information as to the why and reason for the MOA. In my example MOU template, I believe that the Background and Purpose sections could be combined if needed, but they may be different and therefore kept separate for other situations. LATAN 9/27/2011
Statement of Work For the Statement of Work, the roles, duties, and responsibilities should be set forth for one party and then the other. Each item should be detailed in very specific language with any caveats spelled out so that everything is easily understood and cannot be misinterpreted. LATAN 9/27/2011
Confidentiality Statement All Agreements should have a mutually agreed-upon confidentiality statement, especially if dealing with consumers’ private information. If one entity has a more stringent confidentiality policy, it should be used and both parties should adhere to it. This section can also be a combination of all parties’ confidentiality requirements. LATAN 9/27/2011
Modifications and Amendments Expect the unexpected! All agreements need to have a provision for modifications or amendments that can be initiated by either party. Nothing is ever static and we shouldn’t expect agreements to always remain the same. People change and needs change over time, so building in a procedure for modifications is a good idea. LATAN 9/27/2011
Term of Agreement The “term” of an Agreement is the timeframe in which the agreement is valid. It will have an effective date (can be the date when all signatures are affixed) and a termination date, if appropriate or designated. As hurricanes are the most frequent disasters in Louisiana, LATAN’s MOAs regarding Emergency Management have an effective date around June 1st – Start of hurricane season. LATAN 9/27/2011
Termination of Agreement This section details the procedure to follow if either party wishes to terminate the Agreement. Every agreement should have a plan for terminating a partnership in case anything changes for any reason at any time during the term of the agreement, e.g., one party cannot fulfill obligations due to a personnel change. All terminations need to be completed by written notice and acknowledged in writing. LATAN 9/27/2011
Execution or Approval This section covers the approval and signing of the final edition of the agreement by all parties’ legal leaders, such as a President and CEO, an Executive Director, or a Secretary of a State Agency. No Agreement should be signed until everything is agreed upon and everyone is satisfied with its contents. Once signed in duplicate or triplicate (number depends on number of parties co-signing the agreement), it is a legally binding Agreement. LATAN 9/27/2011
Annual Review of Agreement As mentioned earlier, nothing stays the same indefinitely. Agreements should be reviewed annually at a minimum. Updates, if necessary, should be made and be mutually agreed-upon, and new originals signed and filed for reference. Anyone involved or impacted by any changes should be informed immediately and sent a copy of the agreement. LATAN 9/27/2011
Payment or Fees Involved Another matter to consider when developing a MOA is when payment is promised in return for services rendered. The same sections apply with the inclusions of payment terms, condition(s) of payment, timeframe of payment, and the need for a company’s Tax Identification Number or an individual’s Social Security Number. It’s important to have all of these details worked out before the contract is signed. LATAN 9/27/2011
LATAN’s Therapist MOA LATAN incorporates a payment section into its MOA to contract with therapists to conduct emergency seating or speech communication assessments after a disaster. LATAN has signed MOAs with at least one (preferably more) therapist in each region of the state so people can be served faster and to minimize mileage costs. An example template of this MOA is in the handouts, which you can modify to fit your needs. LATAN 9/27/2011
Helpful Tips for MOAs • All parties need to write down what they plan to do and how and then check the others’ list(s) to ensure it meets expectations. • If not, negotiate, compromise, and modify as necessary until all parties are satisfied. • Start this process months in advance of the anticipated effective date as it takes longer than you think if there is a lot of “edits’. • Have a lawyer check it over as added protection. LATAN 9/27/2011
Questions??? LATAN 9/27/2011
Contact MeJamie Landry KaramProgram Director, LATANAT Reuse & Emergency Prep225.925.9500 V/TDDjkaram@latan.org LATAN 9/27/2011