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C. Whether the conclusions reached in the previous memorandum are correct. V. Alternatives. It is highly unlikely that the contractual provision stating that Landform, its team members, employees, or consultants are not real estate brokers under Chapter 82 can be successfully employed to estop or otherwise preclude the City of Ramsey from utilizing Landform's violation as a defense to any claim brought to recover under the Incentive Compensation provisions of the contract. The statement in the contract that Landform is not a broker is just that, nothing more and nothing less. It does not mean, and the parties thus did not agree, that the services provided by Landform under the contract are not those that require a real estate broker's license. Further, the affirmation by the parties that no compensation will be owed for services that require a broker's license would clearly undercut any effort by Landform to raise equitable arguments against the City's reliance on Chapter 82 as a defense to any civil action. Yes, to the extent the conclusion is that the City of Ramsey has no obligation to compensate Landform for its role and services provided in marketing and selling land in the COR pursuant to the Incentive Compensation provisions of the contract, the previous memorandum is correct. However, there are additional provisions in the contract, besides the Administrative Compensation, which has already been earned and paid, and the Incentive Compensation, which are valid and enforceable. These include the requirement under the Additional Compensation provisions that the City ensure that Landform be used by end -users for certain services, e.g., design, surveying, civil engineering, etc. So long as the contract is in force, Landform has a right to this work, and compensation for it, or the lost profits should it not receive the work. A. The City of Ramsey could immediately terminate all payments to Landform due and owing under the Incentive Compensation provisions of the contract. B. The City of Ramsey could consider bringing an action against Landform to recover all sums already paid pursuant to these provisions. Factors weighing on its decision should include the total amount paid to date under these provisions, Landform's willingness to agree to an immediate termination of the contract and release of all potential claims against the city under the contract, including a waiver of the $60,000 early termination fee, and the City's ability to collect any judgment it might obtain against Landform. Page 7 of 7