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January 31, 2013 Page 3 • manages, or, • offers or attempts to negotiate a sale, option, exchange, purchase or rental Minn. Stat. § 82.55, Subd. 19. It must be pointed out that most of the services called for under the Contract have nothing at all to do with the sale of real estate. For instance, Article III of the Proposal describes Landform's obligation to perform a wide range of project management services, including reviewing project information, establishing project goals and timelines, assembling development teams, performing planning and engineering services, studying the feasibility of proposed development plans, etc. In short, Landform has been engaged to serve as the HRA's agent to manage a development project. This involves management of a process, and not management of real estate. Nothing in the Contract suggests that Landform engages in or receives any compensation for listing, selling, exchanging, buying, renting or managing any real estate. The anonymous memorandum focuses on Landform's receipt of "Incentive Compensation" and argues that the services Landform provides in exchange for this compensation requires a broker's license. In the context of the Contract taken as a whole, and particularly in light of the contractual provision barring Landform from receiving compensation for services that require a license, the anonymous author's assumption that Landform is being compensated for acting as a broker is erroneous. Regarding Incentive Compensation, Article IV. B. of the Proposal provides Landform shall solicit the interest of various prospective end - users, to include individual entities, corporations, developers, and /or development partners. Landform will coordinate the efforts of the Development Management Team to provide a uniform front to the development community, and assist in the evaluation, consideration, negotiations, and deal structuring on any disposition of land within the development area. First, this section contemplates that Landform will "solicit the interest" of parties with an interest in the prospective development. This language does not obligate Landform to "list" or "sell" any interest in real estate, nor does it obligate Landform to offer or attempt to negotiate the sale of any real estate. Rather, Landform understands this language to mean that it will solicit development proposals from businesses and individuals. These business and individuals would in turn present their proposals to the HRA. It should be noted that soliciting development proposals is materially different than soliciting potential buyers. The primary difference is that a development proposal may not involve the purchase of land at all. It is not uncommon for cities to assist in the financing of a development project by granting the land to a private party as an inducement to build a project that generates tax base revenue. Landform has no control over whether a given development proposal results in the sale of land. For that reason, Landform's compensation is not dependent upon a sale. Rather, Landform is compensated based on the overall capital cost of the development, regardless of whether the HRA sells land or gives it away. Second, this section contemplates that Landform will "coordinate" the "Development Management Team," which is defined in the Contract as including Heidi Nelson, the Executive Director of the HRA. Of course, as a City employee, Ms. Nelson is exempt from the real estate broker licensing requirement, and can negotiate a land sale agreement on behalf of the HRA. Indeed, Ms. Nelson is a necessary part of the Development Management Team precisely because she, and not Landform, is uniquely able to perform that function.