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Housing and Redevelopment Authority of the City of Ramsey March 19, 2013 Page 4 noted above, numerous factual arguments or disputes would likely result as to what Landform actually did in performance of its services under the Agreement. While it is my conclusion that some brokerage type services likely had to have been performed by Landform in fulfilling the plain language of the Agreement, absent extensive testimony and auditing of worked performed and invoices received from Landform, one can reach no absolute conclusion as to the extent of the performance of such brokerage -type services by Landform. It is also clear from the Agreement that Landform was to provide a broad range of services which did not require a license to the HRA in furtherance of the Agreement's development objectives. For example, the services contemplated to be performed by Landform in Article III, Sections A — C of the Contractor's Proposal to the Agreement would not appear to require a license. Based upon the limited information available to me regarding Landform's actual performance under the Agreement, it is also appears fair to state, notwithstanding Article X of the Agreement, that any brokerage -type services constituted a smaller portion of the services provided by Landform in the performance of its duties under the Agreement. The Agreement clearly provides that Landform would be compensated for this broad range of services, not including those that contemplate a broker's license pursuant to Minnesota Statutes Chapter 82. In light of the very limited investigative review that was conducted by me concerning this matter, I can make no definitive conclusions as to what should or should not be withheld from any additional payments to Landform under the Agreement. Upon consideration of the Agreement in its entirety, it is my opinion that if the HRA alleged a breach by Landform, or failed to pay Landform pursuant to the Agreement terms based solely on the argument that Landform was required to have a real estate broker license to perform purported services, that the HRA would not be successful in doing so. The inclusion of the broker license language in Section X in the Agreement leads to the conclusion that the HRA and Landform were aware of the concern as to whether Landform needed a license. I also believe that a court would not be very sympathetic to the HRA if the HRA now attempted at this late hour to argue a breach of the Agreement to avoid payment under the Agreement, which otherwise appears to have been performed as promised. license. The main enforcement mechanism is a ban of the person who should have had the license from bringing a cause of action for unpaid compensation if in fact the person should have had a license. 2 One other provision of the Agreement, the "Compensation Carryover" terms set forth in Article IV.B.7. of the Contractor's Proposal to the Agreement (among other terms set forth in Article IV.B. as to Incentive Based Development Compensation, many of which appear convoluted and difficult to apply) requires a brief comment. Article IV.B.7. appears similar to an agreement to protect a broker upon termination of a services agreement. Determining how to enforce this Agreement language appears problematic on its face; thus, as is noted in part C of my letter, I reiterate my practical suggestion to attempt to negotiate a clear resolution and termination of the Agreement. 420721v1 SJR RAl25-69