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Housing and Redevelopment Authority of the City of Ramsey March 19, 2013 Page 5 C. CONCLUSIONS AND PRACTICAL SUGGESTIONS. As the discussion above notes and the various memos submitted to the HRA suggest, the interpretation of the Agreement between the HRA and Landform is not easily discerned without additional extensive factual inquiry and auditing of work performed and invoiced by Landform pursuant to the Agreement. Notwithstanding this difficulty, it is reasonable to conclude that the performance of brokerage -type services by Landform likely occurred during its fulfillment of the Agreement. To what extent such brokerage services were performed by Landform and received by the HRA likely would be the subject of significant dispute should the parties to this matter not undertake significant efforts to amicably resolve and finalize the Agreement. Various arguments can be made by both the HRA and Landform as to how the Agreement should be interpreted and how the Agreement possibly could be worked -out and resolved positively for both sides. Keeping these thoughts in mind, my basic conclusions and suggestions regarding this matter are as follows: • The language of Article X of the Agreement likely does not overcome the irreconcilable language contained in Landform's proposal (the Contractor's Proposal addendum to the Agreement) or somehow override the broad extensive services that Landform did provide under the Agreement. • It is likely that at least to some degree, some type of brokerage services were required of or were performed by Landform in its performance under the Agreement such that a license was required under Minnesota Statutes Chapter 82. • Despite reaching a conclusion that likely some form of brokerage services were provided by Landform under the Agreement, the broad spectrum of services that the Agreement overall required Landform to perform are due and payable to Landform, subject to some possible reduction for the brokerage services, if and only if an appropriate review and audit of such payments and performed services can be made, or the HRA and Landform come to some negotiated agreement regarding such services. The HRA would likely face limited success in withholding payments from Landform as to brokerage services (or any other services contemplated under the Agreement), absent clear evidence as to the extent of Landform's performance of brokerage services or some negotiated determination between the HRA and Landform as to the extent of such brokerage services. • Absent additional information, the HRA should honor the majority of the Agreement payment obligations notwithstanding the possibility that Landform may have performed services or should have had a real estate broker license to perform some of its duties under the Agreement. • In the event that the HRA desires to explore possible grounds to withhold some portion of payment due to Landform based on the performance by Landform of brokerage -type services under the Agreement, additional review of this matter and the activities of Landform is most likely necessary. Notwithstanding the potential need for additional review and information, the best and most expedient means for determining the extent of 420721v1 SJR RAI25 -69