Agenda - Economic Development Authority - 09/14/2017

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26. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted by applicable law and is intended to be severable. If any provision is illegal or invalid for any reason whatsoever, such illegality or invalidity shall not affect the legality or validity of the remainder of the Agreement. 27. CONSTRUCTION. The Parties acknowledge that this Agreement was initially prepared by Seller solely as a convenience and that all Parties and their counsel hereto have read and full negotiated all the language used in this Agreement. The Parties acknowledge that because all Parties and their counsel participated in negotiating and drafting this Agreement, no rule of construction shall apply to this Agreement to construe ambiguous or unclear language in favor of or against any Party. 28. COUNTERPARTS; DIGITAL COPIES. This Agreement may be executed in any number of counterparts and the signature pages of the separate counterparts combined into a single copy of this Agreement which will then constitute a fully executed version of this Agreement. A facsimile, .pdf file or digital copy of a signed counterpart or of an assemblage of counterparts of this Agreement shall be deemed to be an original thereof. 29. TIME PERIODS. The time for performance of any obligation or taking any action under this Agreement shall be deemed to expire at 5:00 p.m. Pacific Time on the last day of the applicable time period provided for in this Agreement. If the time for the performance of any obligation or taking any action under this Agreement expires on a Saturday, Sunday or legal holiday, the time for performance or taking such action shall be extended to the next succeeding day which is not a Saturday, Sunday or legal holiday. 30. CONSTRUCTION DEADLINE. Buyer shall commence construction of its intended project -- an age restricted, market rate, apartment community of approximately 150 to 200 units, which shall include first floor structured parking -- no later than six (6) months following Closing, and shall obtain a certificate of occupancy for the project from the City of Ramsey no later than three (3) years following Closing. At Closing, a "Right of Re -Entry Agreement" must be executed and recorded to the Property providing that, in the event the above construction commencement deadline is not met, Seller has the right to reclaim title to the Property. Unless due to circumstances outside of Buyer's control (such as fire/casualty/force majeure), in the event the certificate of occupancy deadline is not met, Buyer shall pay Seller a $50,000 penalty. In the event the penalty is not paid within 30 days of receipt of notice, Seller may certify the penalty to Anoka County as an assessment against the Property. The Seller shall choose between enforcing the $50,000 penalty or reclaiming the Property. 31. PLATTING & DEVELOPMENT AGREEMENT. Buyer must obtain an approved final plat, development agreement, and building exterior visual renderings with the City of Ramsey for its intended project -- an age restricted, market rate, apartment community of approximately 150 to 200 units, which shall include first floor structured parking -- before Closing. The Development Agreement and Site Plan must comply with all local Page l0 of 16