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The second section V of the MOU is apparently intended to address modification and <br />termination of the agreement. This section needs to be completed. Typically, an <br />agreement such as this would provide that it can only be modified by written agreement <br />of all the parties. With respect to termination, my suggestion is that the MOU provide for <br />termination by any party (in other words, not require agreement of the parties) upon <br />written notice. <br />Section VI of the MOU on funding is vague with respect to the funding obligations of the <br />three parties. The statement that "this MOU does include the reimbursement of funds <br />between the three parties" is of concern. This language could be interpreted as requiring <br />the city to provide funds to one of the other parties. <br />Section VII of the MOU regarding record retention must be amended to incorporate the <br />city's record retention policies. <br />My suggestion is that the city initially determine whether it intends to undertake <br />responsibilities and obligations, and devote resources and funds, beyond what its current <br />obligations are. If not, then there is no need to enter into an agreement. <br />If the city does decide to commit to more than its current obligations, then an agreement <br />setting forth that commitment should clearly define what responsibilities and obligations <br />the city is undertaking, and in particular what costs the city is committing to. Another <br />option would be for the city to agree to participate in the Lake Orono Water Quality <br />Committee including, perhaps, a commitment to staff participation in monthly meetings <br />of the committee, but clearly reserve the right of the city council to make decisions in the <br />future as to: <br />o any commitment of staff time and resources beyond participation in monthly <br />meetings; <br />o any commitment with respect to the preparation and consideration of an ordinance <br />or ordinances related to the Lake Orono. No commitment can be made in a <br />contract to adopt an ordinance; <br />o any commitment with respect to funding requests. <br />We have learned recently that contracts the city enters into can be misinterpreted and <br />used as a weapon against the city. The lesson from that experience is to be very careful <br />in drafting and entering into contracts so that we clearly identify the intent of the contract, <br />the responsibilities the city is undertaking and those that it is not committing to. I will be <br />happy to work with the council and staff to develop a more narrowly tailored agreement <br />with respect to Lake Orono. However, I believe that there should be some initial policy <br />decisions made by the city council with respect to whether or not the council intends to <br />go beyond its current statutory obligations with respect to Lake Orono and, if so, what <br />exactly the city will commit to beyond its current obligations and responsibilities. <br />Let me know if you have any further questions. <br />GP:2942266 vl <br />