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BRIGGS AND MORGAN for which a real estate broker's license is required, the compensation provided for in the Purchase of Services Agreements must not be compensation for brokers services. Mr. Shainess does not, however, address the inherent internal conflict within the Purchase of Services Agreements or between Article 10 of the Purchase of Services Agreements and the Sections of the Contractor's Proposal referenced in the Huberty Memorandum which appear to expressly provide for Landform's delivery of brokerage services to the HRA. Mr. Shainess next argues that soliciting development proposals is materially different from soliciting purchasers of real estate and implies that Landform can solicit development proposals without a real estate broker's license and without violating Minnesota Statutes Chapter 82. That is an issue that the Minnesota Courts would ultimately have to resolve, but I do not find the argument persuasive. To the extent that the development proposals include the transfer of title to land, whether that transfer is for cash consideration or some other consideration, the development proposal is, in part a sale. Therefore, I believe that to the extent Landform solicited development proposals it was, in part, soliciting sales. To be clear, however, there is no Minnesota case law which expressly supports that conclusion. Mr. Shainess next points out that the Contractor's Proposal expressly contemplated the use of a development team; that one of the members of that team was Heidi Nelson, an employee of the City and that under Minnesota Statute Chapter 82, employees of the City do not require a brokerage license to provide brokerage services on behalf of the City. This argument has merit, but it does not entirely explain away why the Contractor's Proposal appears to provide for Landform's delivery of brokerage type services, and it does not attempt to address what actually occurred. In other words, were all brokerage services or services which potentially constitute brokerage services provided by Ms. Nelson and none of those services provided by Landform and/or Mr. Lazan? Mr. Shainess states: "Landform does not understand its role as serving as a principal negotiator concerning the sale of land. Historically, that role has been filled by the HRA's attorney, city staff and most often the HRA itself in public meetings or closed sessions." I do not know if the facts support that assertion. In the transactions that I have been involved in, I did not take a significant role in negotiating economic terms of the transactions. I have, however, primarily in the F&C transaction, played a role in negotiating legal provisions of the underlying documentation. I cannot speak to the question of whether and to what extent HRA staff filled the role of principal negotiator in the F&C transactions or any of the other transactions. I do not believe it is accurate to state that the HRA itself was a "principal negotiator." Mr. Shainess also points out, in the second Section of his legal analysis, that there is nothing improper about the methodology used to calculate "Incentive Compensation." In this 6 5240409v3