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BRIGGS AND MORGAN trying to determine the meaning of the cited language in Article II, Article III.E.2, 3 and 4 and from Article IV.B.1 and 2 of the Purchase of Services Agreement it would be helpful to know what Landform thought that language meant, as evidenced by Landform's subsequent actions The Huberty Memorandum also points out the language in Section X of each of the Purchase of Services Agreements which states: In providing all services pursuant to this Agreement, the Contractor's share shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereinafter adopted. Any violation of said statutes, ordinances, rules or regulations shall constitute a material breach of this Agreement and shall entitle the HRA to terminate this Agreement immediately upon delivery of written notice of termination to the Contractor. SPECIFICALLY, neither Landform, its team members, employees nor consultants or real estate brokers or salespersons as defined in Chapter 82 of Minnesota Statutes, therefore, Landform will not be entitled to any compensation for work which requires a Iicense under said Chapter 82. In my opinion, there is an inherent, irreconcilable conflict between the language of Article X of the Purchase Services Agreements which state that the Contractor will abide by all statutes and the provisions of the Contractor's Proposals which appear to clearly contemplate Landform's delivery of certain services for which a Minnesota real estate broker's license is required. The Huberty Memorandum provides a detailed description of the compensation mechanisms contemplated in the Purchase of Services Agreements and differs from the Unattributed Memorandum in that the Huberty Memorandum recognizes that Landform provided numerous services to the HRA pursuant to the Purchase of Services Agreement for which no brokerage license is required under Minnesota state law and that Landform should be entitled to enforce the Purchase of Services Agreement and receive compensation for all of those other services. The Huberty Memorandum goes on, however, to assume that all of the so called "Incentive Compensation," as defined in the Purchase of Services Agreements, is compensation for services for which a brokerage license is required and, therefore, that the HRA should not pay any of the Incentive Compensation to Landform. While this conclusion is intuitively attractive because of similarities between the structure of the "Incentive Compensation" under the Purchase of Services Agreement and the terms under which licensed real estate brokers typically receive compensation under listing agreements in Minnesota, it is not clear to me that this assumption would withstand a more detailed analysis. It appears to me that a fairer conclusion is that the "Incentive Compensation" was intended to provide Landform with an "upside" for all of 4 5240409v3