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BRIGGS AND MORGAN Agreements] anyway." The author of the Unattributed Memorandum first argues that the City should not voluntarily pay Landform the 2% "Incentive Compensation" provided for in the Purchase of Services Agreements because to do so would violate public policy. The author of the Unattributed Memorandum does not cite any legal authority for the proposition that the HRA is prohibited from paying Landform because to do so would violate public policy, and we were unable to find any Minnesota case law directly addressing this issue. We did find one case that is slightly analogous that appears to stand for the proposition that if the HRA received a benefit from any "broker services" Landform may have provided, that a taxpayer suit to bar the HRA from paying Landform would not be successful. The facts of the reported case are, however, so different from the issues before the HRA that I do believe a Court would find the case dispositive. If the author of the Unattributed Memorandum then cites the City of Ramsey's Charter as further support for the proposition that the HRA should not voluntarily pay Landform. The reliance on the City Charter is suspect because of the separate legal identity of the HRA. Furthermore, the language cited from the City Charter presumably is intended to deal with the use of "net" proceeds from the sale of property and, in my view, is somewhat off point. 2. Huberty Memorandum. It appears that Mr. Huberty had access to a copy of the Purchase of Services Agreement executed in 2010 but not a copy of the 2011 Purchase of Services Agreement. The Huberty Memorandum cites various provisions of the "Contractor's Proposal," as defined in and attached to the 2010 Purchase of Services Agreement as evidence that the Purchase of Services Agreement contemplated Landform's providing brokerage services to the HRA. At least with respect to the Sections cited by Mr. Huberty, the "Contractor's Proposal" attached to the 2010 Purchase of Services Agreement is identical to the Contractor's Proposal attached to the 2011 Purchase of Services Agreement, so the assertions made my Mr. Huberty in his memorandum regarding the March 22, 2010 Contractor's Proposal are equally attributable to the Contractor's Proposal attached to the 2011 Purchase of Services Agreement. Section II of the Huberty Memorandum cites seven specific sections of the Contractor's Proposal as evidencing the parties intent that Landform provide services which, under Minnesota Statutes, Section 82.55 subd. 19(a) would require a Minnesota real estate broker's license. I agree with Mr. Huberty's analysis with respect to four of the seven cited Sections. I believe the language Mr. Huberty quotes from Article II, Article III.E.2, 3 and 4 and from Article IV.B.1 and 2 of the Purchase of Services Agreement describes services for which a brokerage license would be required under Minnesota Statutes Chapter 82.55 subd. 19(a). What is missing from the Huberty Memorandum (and from the Unattributed Memorandum) is a discussion of the Landform actually performed on behalf of the HRA. In Redevelopment Authority in and for the City of Ramsey are separate legal entities and that it is the HRA and not the City that has contracted with Landform pursuant to the Purchase of Services Agreements. 3 5240409v3