MOUs and MOAs Spelled Out

A Discussion of MOUs, MOAs, and Contracts for the Provision of AT During

Times of Disaster

Jamie Landry Karam, Program Director

LATAN - AT Reuse and Emergency Preparedness

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Hi! I’m Jamie Landry Karam, with LATAN, Louisiana Assistive Technology Access Network. 1. You’re here to learn more on how to help people stay safe and maintain their independence during and after a disaster, right? 2. Don’t you think having an agreement with another entity to help others with things you can’t is a good idea?

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So you said Yes…

GREAT!!

Let’s discuss collaborating and coordinating within your state via an Agreement or Contract for Emergency Management and AT provision purposes.

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What works?

Putting EVERYTHING down in writing in a contract, MOU, or MOA is the only definitive and binding way to ensure that things will work and get done.

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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 between the two, just the preference of name.

They both can be legally binding contracts between two or more parties if executed correctly.

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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 other access and functional needs) during and after a disaster.

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Rationale

Rationale (cont.)

Not only is a written Agreement better insurance than the proverbial well-meaning handshake, 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 everyone involved.

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Major Sections of an Agreement

1. Names of entities involved in agreement and any explanation of acronyms

2. Background 3. Liaison Officials: First and Second Points of Contact for each

organization and their contact information 4. Purpose of Agreement 5. Statement of Work: Roles, duties, and responsibilities of each

organization 6. Confidentiality Statement 7. Modifications or Amendments 8. Term (Time Period) of Agreement 9. Termination Provisions 10. Execution and Approval: Signature and Title of each organization’s

Head (or legal assignee) and the date of signing

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Basic Information

Sections 1 through 4 are basic and self-explanatory sections that give information as to the why and reason for the MOA.

For the example MOU template (found in PIOC’s Knowledge Base), I feel that the Background and Purpose sections could be combined if needed, but they may be different and therefore kept separate for other situations.

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Statement of Work (SOW)

For the Statement of Work, the roles, duties, and responsibilities should be identified and set forth for one entity and then the other(s).

Each item should be detailed in clear and specific wording with any caveats spelled out so that everything is easily understandable and cannot be misinterpreted.

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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.

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Modifications and Amendments

Expect the unexpected! All agreements need to have a provision for modifications or amendments that can be initiated by either/any 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.

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Term of Agreement

The “term” of an Agreement is the time period 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 - - the official first day of hurricane season.

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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.

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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 (Head) of a State Agency.

No Agreement should be signed until everything is agreed upon and everyone is satisfied with its content. Once signed in duplicate or triplicate (number depends on number of parties co-signing the agreement), it is a legally binding Agreement.

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Annual Review of Agreement

As mentioned earlier, nothing stays the same indefinitely.

Agreements should be reviewed annually.

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.

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Payment or Fees Involved

Another matter to consider when developing a MOA is when payment is promised in return for services rendered or goods provided.

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.

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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 Louisiana, so people can be served faster and to minimize mileage costs.

An example template of this MOA can be found in the PIOC’s Knowledge Base, which you can modify to fit your needs.

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Helpful Tips for MOAs

• All entities need to write down what they plan to do and how, and then check the others’ lists 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 are a lot of “edits”.

• Have a lawyer check it over as added protection.

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Questions???

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Contact Me

Jamie Landry Karam Program Director, LATAN

AT Reuse & Emergency Prep 225.925.9500 Voice/TDD

jkaram@latan.org

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