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January 31, 2013 Page 2 The "Additional Compensation" will be earned by Landform in the event that Landform prepares various development - related documents, other than the deliverables spelled out in Article III, § B of the Proposal. Additional Compensation will be based on Landform's fee schedule, or as otherwise negotiated with the HRA. Section X of the Contract provides that "Specifically, neither Landform, its team members, employees nor consultants are real estate brokers or salespersons as defined by Chapter 82 of Minnesota Statutes. Therefore, Landform will not be entitled to any compensation for work which requires a license under said Chapter 82." The City of Ramsey has received an anonymous legal memorandum, arguing that Landform should not receive any compensation under the Contract because its services performed under the Contract constitute serving as a real estate broker or agent. In support of its argument, the anonymous memorandum relies principally on newspaper articles and unpublished decisions of the Minnesota Court of Appeals. The anonymous author concedes that he or she has not seen a copy of the Contract. • Iists; • sells; • exchanges; • buys; • rents; LEGAL ANALYSIS 1. The Contract Does Not Contemplate Compensating Landform For Providing Real Estate Brokerage Services. The anonymous memorandum argues that Landform is not entitled to receive compensation for its services under the Contract, because such a payment would constitute compensating Landform for providing the services of a real estate broker, without a license. A review of the Contract, however, makes clear that (a) the vast majority of services performed by Landform under the Contract have nothing whatsoever to do with the sale of real estate and (b) to the extent that the services relate to the sale of real estate, they do not constitute services for which a real estate broker's license is required. Minnesota Statute § 82.81 provides that "No person shall act as a real estate broker or salesperson unless licensed as provided in this section." A real estate broker is defined as any person who "for another and for commission, fee, or other valuable consideration or with the intention or expectation of receiving the same directly or indirectly lists, sells, exchanges, buys or rents, manages, or offers or attempts to negotiate a sale, option, exchange, purchase or rental of an interest or estate in real estate, or advertises or holds out as engaged in these activities" Minn. Stat. § 82.55, Subd. 19(a). Exempted from the licensing requirement are, among other categories, "public officers while performing their official duties," and their employees. Minn. Stat. § 82.56 (f) and (g). Whether Landform needs to be licensed to perform the functions outlined in the Contract depends on whether it is acting as a real estate broker or salesperson, i.e. whether it (a) performs any of the following functions (b) concerning any interest or estate in real estate (c) for compensation: