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BRIGGS AND MORGAN the services they were providing under the Purchase of Services Agreement other than the separately billed services which were paid for through "Additional Compensation" as contemplated in Article IV.0 of the Purchases of Services Agreements. The Huberty Memorandum next discusses the $60,000 early termination fee included in the Purchase of Services Agreements but concludes that the $60,000 is only payable by the HRA to Landform if the HRA terminates the Purchase of Services Agreement as a matter of right pursuant to the early termination provision set forth in Article XV of the Purchase of Services Agreement and would not be due if the HRA terminates the Purchase of Services Agreement pursuant to Article X as a result of Landform's providing real estate brokerage services to the HRA without a real estate broker's license and thereby violating the second sentence of said Article X. While I agree with Mr. Huberty that this is the better reading of the Purchase of Services Agreement, I note that the language in the April 1, 2011 Contractor's Proposal attached to the 2011 Purchase of Services Agreement does not expressly limit the $60,000 payment to terminations arising under Article XV of the Purchase of Services Agreement. The Huberty Memorandum also concludes that if the HRA terminates the Purchase of Services Agreement pursuant to Article X, the HRA would be relieved of its obligations under Article IV.B.7 (compensation carryover) of the Contractor's Proposal. Again, while I agree with Mr. Huberty's reasoning, I think it is important to note that Article IV.B.7 states that the carryover compensation is due "upon termination of this agreement on or before March 31, 2013" without distinguishing whether the termination is: (i) pursuant to Article X of the Purchase of Services Agreement; (ii) pursuant to Article XV of the Purchase and Services Agreement; or (iii) pursuant to the expiration of the Purchase and Services Agreement according to its terms. The Huberty Memorandum does not discuss whether and to what extent the HRA could, if it terminates the agreement, refuse to make Incentive Compensation payments that Landform had arguably earned under Section IV.B of the Contractor's Proposal, but which the HRA has not yet paid because of the provisions in Section IV.B which provide for payment over time. To me, the critical issue in answering that question is whether the Incentive Compensation was intended to compensate Landform solely for services for which a broker's license is required or was intended to compensate Landform for a broad basket of services which may have included some services for which a broker license is required under Minnesota statutes. The Huberty Memorandum also makes a very brief reference to the proposition that the HRA may wish to sue to recover payments previously made to Landform. I do not believe that Minnesota Statutes Chapter 82 directly provides a cause of action, and I do not see a clear legal theory that the HRA could assert to recover past payments, 3. Shainess Letter. The Shainess Letter responds to the Unattributed Memorandum and the Huberty Memorandum in four respects. First, it makes the assertion that because the Purchase of Services Agreements expressly state the Landform is not entitled to any compensation for work 5 5240409v3