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25. SEVERABILITY. Each provision of this Agreement shall apply to the extent permitted <br />by applicable law and is intended to be severable. If any provision is illegal or invalid for <br />any reason whatsoever, such illegality or invalidity shall not affect the legality or validity <br />of the remainder of the Agreement. <br />26. CONSTRUCTION. The Parties acknowledge that this Agreement was initially <br />prepared by Seller solely as a convenience and that all Parties and their counsel hereto <br />have read and full negotiated all the language used in this Agreement. The Parties <br />acknowledge that because all Parties and their counsel participated in negotiating and <br />drafting this Agreement, no rule of construction shall apply to this Agreement to construe <br />ambiguous or unclear language in favor of or against any Party. <br />27. COUNTERPARTS; DIGITAL COPIES. This Agreement may be executed in any <br />number of counterparts and the signature pages of the separate counterparts combined <br />into a single copy of this Agreement which will then constitute a fully executed version <br />of this Agreement. A facsimile, .pdf file or digital copy of a signed counterpart or of an <br />assemblage of counterparts of this Agreement shall be deemed to be an original thereof. <br />28. CONSTRUCTION DEADLINE. Within one year from the Closing Date, Buyer <br />shall construct and obtain a certificate of occupancy from the City of Ramsey for a <br />minimum 7,000 SF building compliant with COR Zoning requirements to be further <br />defined by an approved Site Plan.. At Closing, a "Right of Re -Entry Agreement" shall be <br />executed and recorded against the Property providing that, in the event the above <br />deadline is not met, Seller has the right to reclaim title to the parcel(s) for which a <br />certificate of occupancy was not obtained. <br />29. TIME PERIODS. The time for performance of any obligation or taking any action <br />under this Agreement shall be deemed to expire at 5:00 p.m. Pacific Time on the last day <br />of the applicable time period provided for in this Agreement. If the time for the <br />performance of any obligation or taking any action under this Agreement expires on a <br />Saturday, Sunday or legal holiday, the time for performance or taking such action shall be <br />extended to the next succeeding day which is not a Saturday, Sunday or legal holiday. <br />30. PLATTING & DEVELOPMENT AGREEMENT. Buyer must be in the process of <br />obtaining an approved final plat, development agreement, and building exterior visual <br />renderings with the City of Ramsey for its intended project before Closing. The <br />Development Agreement and Site Plan must comply with all local zoning ordinances and <br />design standards, including The COR Design Standards. <br />SELLER: The City of Ramsey, a Minnesota municipal corporation <br />By: Dated: , 2020 <br />John LeTourneau, Mayor <br />Page 10 of 13 <br />