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Motion by Commissioner Riley, seconded by Commissioner Tossey, to approve the following minutes: HRA Work Session Meeting Minutes dated March 19, 2013 HRA Regular Meeting Minutes dated March 26, 2013 Motion carried. Voting Yes: Chairperson Backous, Commissioners Riley, Tossey, Elvig, Kuzma, LeTourneau, and Strommen. Voting No: None. 5. HRA BUSINESS 5.01: Purchase of Services Agreement Between the Housing and Redevelopment Authority in and for the City of Ramsey (The "HRA") and Landform Professional Services, LLC HRA Executive Director Ulrich presented the staff report relating to the termination of the Landform contract, letter received raising issue with payment of fees to Landform, and recommendation to discuss the options as outlined by HRA Attorney Bray and give direction to staff in how to move forward. It was noted the HRA currently has additional contracts with Landform that do not impact the development manager's contract. HRA Executive Director Ulrich noted the contract includes payment of incentive fees for HRA entered development for period of 15 months following termination date of March 31, 2013. HRA Attorney Bray stated this issue precipitated the HRA receiving two memos (unattributed memorandum and John Huberty memorandum) that raised issue of enforceability with the Purchase of Services Agreement. He summarized the points made in the memorandum. The unattributed memorandum does not discuss the facts but starts with the assumption that Landform is performing brokerage services. It reviews State Statutes requiring brokerage to be paid for those services, that without a brokerage license you are not licensed to receive compensation, and concludes that Landform is not entitled to any compensation under the Purchase of Services Agreement. The Huberty memorandum goes through the contract on a detailed basis and identifies tasks that appear to involve brokerage fees but recognizes the Purchase of Services Agreement covers a broad range of services and not all are brokerage services. The Huberty memorandum concludes that the appropriate remedy is not to withhold all payment from Landform but to withhold the incentive compensation component. HRA Attorney Bray stated he expects that conclusion was reached because that component looks much like the compensation arrangement one sees in a brokerage contract. But, there is nothing to lead one to think all services for compensation related to brokerage work. HRA Attorney Bray indicated the HRA was provided copies of those memorandums as well as Landform and Landform's attorney. The HRA requested a response to the arguments made and Landform's attorney sent a letter with three responses. Those responses indicate there is provision in the Purchase of Services Agreement recognizing Landform does not have a Minnesota brokerage license and not to receive compensation for brokerage services. HRA Attorney Bray noted the question is if that clause is sufficient to diffuse that issue. He stated there is no case law on that point but he does not think a court would find that language to be Housing and Redevelopment Authority / April 9, 2013 Page 2 of 9