03/11/14 - Laserfiche WebLink

Home

Housing and Redevelopment Authority of the City of Ramsey March 19, 2013 Page 2 6. A memorandum prepared by Thomas L. Bray of Briggs and Morgan, P.A. to the HRA, dated February 9, 2013 ( "Bray Memorandum "). The above referenced documents form the basis for the limited review that was requested by the HRA regarding the Agreement. In conducting the review and providing this opinion, it is assumed that the HRA has had access to all of the above referenced documents. Further, it is also assumed that the summary of these documents provided in the Bray Memorandum sufficiently summarizes the background and assertions set forth in each of the individual documents. As such, no further summarization or analysis of these documents is provided in this opinion. A. INTERACTION OF SECTION X WITH CONTRADICTORY PROVISIONS OF THE AGREEMENT. Section X of the Agreement provides as follows: X. COMPLIANCE WITH LAWS. In providing all services pursuant to this Agreement, the Contractor shall abide by all statutes, ordinances, rules and regulations pertaining to or regulating the provision of such services, including those now in effect and hereafter 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 are real estate brokers or salespersons as defined by Chapter 82 of Minnesota Statutes. Therefore, Landform will not be entitled to any compensation for work which requires a license under said Chapter 82. The initial question that needs to be addressed regarding Section X of the Agreement is whether or not this section overrides any other contradictory provisions contained in the Agreement. The Agreement includes a Schedule A addendum entitled "Contractor's Proposal" which sets forth various services that are contemplated to be performed by Landform pursuant to the Agreement. On its face, the Agreement, including the Contractor's Proposal addendum, would suggest the providing of services for which a broker's license may potentially be required. The definition of the activities that constitute a real estate broker and for which a license is required is contained in Minnesota Statutes Section 82.55, subd. 19, which provides in part as follows: Subd. 19. Real estate broker; broker. "Real estate broker" or "broker" means any person who: (a) for another and for commission, fee, or other valuable consideration or with the intention or expectation of receiving the same directly or indirectly lists, sells, exchanges, buys or rents, manages, or offers or attempts to negotiate a sale, option, exchange, purchase or rental of an interest or estate in real estate, or advertises or holds out as engaged in these activities. As to specific language in the Agreement, the services contemplated by Article II, Article III.E.2, 3 and 4 and Article IV.B.1 of the Contractor's Proposal to the Agreement describes services for 420721v1 SJR RAl25 -69