6/25/2017

Memorandums of Understanding are Critical

Prepare...Prepare...prepare for natural and man-made disasters...and it will pay off when disaster strikes, and strike it will.
We just had a major fire in Mount Airy. A huge warehouse went up...fast.
As with any disaster, there were many lessons to be learned from this event.
Here, I would like to note an oft overlooked prep that worked very well...the creation and signing of Memorandum of Understanding (MOA) with businesses that we invoked for the fire.
We had MOA in place with several local business that we called on for supplies during the fire.
They delivered the supplies and things went much more smoothly due to that fact.

The Importance of Private Sector and Local Government MOA’s

Most emergency managers know about government to government memorandums of understanding (MOAs) that often include a mutual aid agreement. But what is often more critical is a memorandum of understanding between private sector companies (Wal Mart, Ace Hardware, tree service and debris removal companies, for example) and a local government.
Why?
Because when a disaster strikes, before first responders can get to the place where people are hurt, dying or disoriented, trees, cars and debris must be cut out of the way. Who can complete that task?
A skilled construction worker who knows how to cut through trees, cars and debris can. And how do you know what that person is and how to reach them?
Well, if you have a signed MOA in place with them, it is a matter of calling them and getting them on site to aid the recovery effort in the first critical 72 hours.
Now that social media is such an important part of our daily reality, you should incorporate that fact in the MOA. For example, include a space for everyone’s Facebook address and Twitter name address so you can communicate with them in those media in addition to the usual cell phone and email address.
I include a MOA template I created a few years ago for the Town of Mt. Airy where I live. I encourage you to get going on your MOA as soon as you can. In my experience, I had to go through the Town Council and their lawyer. Both added several years (not months) to the process.
The town lawyer likes “Whereas” and other archaic clauses that added pages and text and took a long time to rewrite. I like plain English, but the reality is that this is a legal document and the lawyers will have their say. They try to cover every contingency. Any disaster has multiple unknown contingencies, but they go about their work diligently hoping to protect the town from everything. It’s just the way it is.
Eventually, the local Town Council gave the MOA its approval. The Town Administrator and I identified numerous local businesses with whom we wanted to sign one. They were Wal Mart, Ace Hardware, two local tree removal companies (skilled construction workers), some local groceries, and the local utility. We signed a MOA with them and have it in place if and when an emergency hits.
This is a basic step that you can take to ameliorate problems before an event strikes. There are so many unknowns that add to any disaster. This is one positive step you can take to prepare the supplies, people, and expertise you will need to get through.

We offer several pages from our MOA in hopes it helps provide you with a template you can adapt and use in your local situation. Although it takes time, effort, and grit to get it written, approved and signed, it is well worth it. When you are hit, it can be the difference between frustration and action in the first critical 72 hours.

TOWN OF [Name]
[State]
AND EMERGENCY CONTRACTOR
MEMORANDUM OF
UNDERSTANDING

Town of [Name] Emergency Contacts:

Mayor [Name, Phone, Email, Twitter]
Town Administrator [Name, Phone, Email, Twitter]
Town Engineer [Name, Phone, Email, Twitter]
Director of Public Works [Name, Phone, Email, Twitter]

MEMORANDUM OF UNDERSTANDING
             This Memorandum of Understanding ("MOU") is entered into this (Date), between (Vendor or Contractor  ______________________________________________________, (hereinafter referred to as “Vendor”), and the Town , Maryland (hereinafter referred to as “Town”).
             WHEREAS, the Town in cooperation with other jurisdictions is responsible for providing for and securing the safety of its citizens and properties in the event of an emergency or disaster; and
             WHEREAS, the Town intends to use this MOU as a method to immediately secure on an emergency basis necessary goods, materials and services in the event of emergency or disaster; and
             WHEREAS, for the purposes of this MOU, an “emergency” or “disaster” shall be defined as defined in the Code of the [Town], Section 26-2A. and/or any natural or man-made event that has caused or threatens to cause imminent serious and/or widespread personal injury and/or property damage to citizens residing in the Town or in reasonable proximity to the Town, or to property located in the Town or in reasonable proximity to the Town, and which has been declared to be such by any appropriate officer of the governments of the United States, State of Maryland, Carroll County, Frederick County and/or the Town to include the Mayor of the Town; and
             WHEREAS, a declaration of an event as an “emergency” or “disaster” by any appropriate officer of government as described above shall be conclusive as to whether any such event was of such character so as to constitute an “emergency” or “disaster”; and
             WHEREAS, pursuant to the Code of the [Town}Section 26-2C., the Town is authorized and encouraged to enter into arrangements for standby services in the event of an emergency as defined in the Town Code. 
             NOW THEREFORE, the parties agree as the follows;
 1.                  The Town and Vendor hereby agree to jointly collaborate during an emergency or disaster occurring in the Town to provide the necessary goods and services needed to respond to such an emergency or disaster.
2.                  Vendor agrees to provide to the Town without advance payment the following equipment, goods, materials and/or services on an emergency basis needed to respond to an emergency or disaster:
Item(s) or Services
3.         The Vendor will thereafter promptly submit to the Town adequate documentation for the cost of goods and/or services provided. The Town agrees to reimburse Vendor the fair market price for such goods and/or services acquired and utilized by the Town to respond to the emergency. The Town shall promptly return to Vendor any such goods or materials that the Town did not utilize in substantially the same condition as such was received. The Town will reimburse Vendor the reasonable price of any such goods or materials even if not utilized to respond to the emergency if not promptly returned to Vendor in substantially the same condition as was received by the Town. In no event will the Town be responsible to reimburse Vendor for any goods or materials, although initially acquired by the Town to respond to the emergency or disaster, but which is promptly returned to Vendor in substantially the same condition as such was received by the Town.
4.   Nothing contained herein shall be construed to bind the Town to procure the goods and/or services outlined herein or to provide such to any area within the Town or outside the Town limits even in the event of an emergency.
5.   Nothing contained herein shall be construed to provide an exclusive right on the part of Vendor to supply materials, goods or services to the Town. It is expressly acknowledged that the Town has or may enter into similar MOUs with other vendors for identical or like goods and/or services and that the Town pursuant to any such Memoranda shall have complete discretion on determining from which vendors to obtain any such goods and/or services.
6.   The parties agree to comply with all federal, state, and local laws and regulations during an emergency of disaster. 
7.         This MOU is effective on [Date] unless modified in writing before that date. This MOU shall automatically renew for an additional 24 months.at the end of the initial term and upon the same terms and conditions as set forth herein, unless, at least 180 days prior to the end of the initial term, either Party provides the other Party with written notification of its intent not to renew.
8.   This MOU may be terminated by either party upon thirty (30) days written notice. Termination of this MOU shall not relieve the terminating party from any obligations assumed prior to the effective date of termination.9.   The following persons shall serve as the contact persons for any issues related to this MOU (please supply both regular and after hour contact information).
 a. All notices and invoices given under this MOU, except for emergency service requests, shall be made in writing.
 b. Each Party to this MOU shall identify single points of contact in support of the administration of this MOU for addressing of interagency issues that may arise hereunder and to whom notices provided or required hereunder shall be delivered.
c. Each Party will make certain that it has an updated list of staff contacts to facilitate communication and to resolve issues as they may arise.d. Each Party agrees to assign appropriate staff to serve as a single point of contact should any personnel changes occur.e. All notices shall be sent to the addresses set forth below:

Town:              [Mayor Name}
[Town Hall Address]                       
                                                                          
                                              
Vendor/Service Contact Information (complete all that apply):       

Business/Service Name:  ________________________________________

Business/Service Contact:  _______________________________________

Address:  _____________________________________________________

Email:  _______________________________________________________

Phone: ________________________________________________________

Fax:  ­­­­­­­­­­­­­­­­­­­­­­­­­­­­­_________________________________________________________

Website:  ______________________________________________________

Facebook Page:  ________________________________________________

Twitter Name:  _________________________________________________

10. This MOU shall be governed and interpreted under the laws of the State of [Name].
11. This MOU may be amended only with the written consent of both Parties. Amendments may not change significantly the scope of this Agreement. 
12. Neither Party assumes liability for the acts or omissions of the other party or its agents. Nothing in this MOU shall be construed to extend the immunities of one Party and its agents to the other Party or its agents. 
13. Neither Party may assign any rights or interests nor delegate its duties under this MOU, in whole or in part, without the express prior written permission of the other Party. Without such written permission, any attempted assignment or delegation shall be wholly void and totally ineffective for all purposes. 
14. A waiver by any Party of any breach or default by the other Party under this MO shall not constitute a continuing waiver by such Party of any subsequent act in breach of or in default hereunder.
15. This MOU signed by all Parties constitutes a final written expression of all terms of this MOU and is a complete and exclusive statement of those terms.
16. This MOU contains the entire agreement between the Parties hereto and shall not be modified, amended or supplemented, or any rights herein waived, unless specifically agreed upon in writing by the parties hereto. This MOU supersedes any and all previous agreements, whether written or oral, between the parties.
  
IN WITNESS WHEREOF, the parties have executed this MOU on the date set forth above.

                                                                   THE MAYOR , MARYLAND
                                                                   _________________________________________
By:      [Mayor’s Name]
            [Email]
            [Phone #]
__________________________________________
By:

________________________________________
Title:

_________________________________________
Vendor/Service:

Have your MOA's up-to-date, signed, and ready.Here are some photos  and videos of the fire and its aftermath.










































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