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Housing and Redevelopment Authority of the City of Ramsey March 19, 2013 Page 3 which a broker license would appear to be required pursuant to Minnesota Statutes Section 82.55, subd. 19(a). These referenced sections of the Contractor's Proposal to the Agreement, when read in conjunction with the limiting language set forth in Section X of the Agreement, lead to the conclusion that there is an irreconcilable conflict between such provisions in the Agreement. Unfortunately, while Section X of the Agreement clearly requires compliance by Landform with all statutes and specifically, that no compensation will be provided for any work that requires a license under Minnesota Statutes Chapter 82, the other incorporated sections of the Contractor's Proposal to the Agreement as referenced above, contemplate the performance of services that appear to require a broker's license. B. DOES LANDFORM'S ACTUAL PERFORMANCE OF THE AGREEMENT LEAD TO THE CONCLUSION THAT LANDFORM VIOLATED ARTICLE X OF THE AGREEMENT? In reaching the initial conclusion set forth in part A of this memorandum, it appears that the HRA further desired that some form of review and investigation be conducted to determine whether or not Landform has actually violated Article X of the Agreement such that the Agreement would be terminable, or other action could be taken pursuant to the Agreement. While such a full scale investigation would appear to be beyond the scope of my understanding of my engagement for the HRA, and would likely require an extensive number of additional hours of review for this matter, including the conducting of interviews with numerous parties, the auditing of actual work performed and payments made pursuant to the Agreement, an attempt was made to discuss the performance of the Agreement with various parties involved in this matter. Pursuant to request by Mr. Darren Lazan of Landform to Executive Director Kurt Ulrich to provide input to me regarding my review of this matter, I did contact legal counsel for Mr. Lazan, attorney Rob Shainess, pursuant to a telephone conversation and the exchange of emails and written correspondence. Unfortunately, Mr. Shainess declined to address the single question that I posed to him as follows: "Pursuant to the Agreement between the Ramsey HRA and Landform, what were the general activities your client took in fulfilling the Agreement and communicating with potential developers ?" I also discussed this matter with HRA attorney Tom Bray and HRA Executive Director Ulrich. Based on these limited conversations and a plain reading of the Agreement, it is my conclusion that at least to some degree, some type of brokerage services likely were required of or were performed by Landform in its performance under the Agreement. Unfortunately, as most parties will understand, this matter involves a rather difficult situation that results in potential confusion for both the HRA and Landform. The Agreement, with its apparently irreconcilable provisions, leads to my conclusion that neither party has clearly positive arguments to prevail over the other should this matter result in litigation.' As briefly 1 Notwithstanding this conclusion, there appears to be limited consequence to the HRA for contracting with someone who did not have a real estate broker license. Minnesota Statutes Chapter 82 essentially provides only a penalty against the person who should have had the 420721v1 SJR RAl25 -69