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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. On or before one year from the Closing Date, <br />Buyer shall commence construction and diligently complete construction to obtain a <br />certificate of occupancy from the City of Ramsey for a minimum 2200 SF Chipotle <br />Restaurant, compliant with COR Zoning requirements to be further defined by an <br />approved Site Plan. At Closing, a "Right of Re -Entry Agreement" shall be executed <br />and recorded against the Property providing that, in the event the above deadline is not <br />met, Seller has the right to reclaim title to the parcel(s) for which a certificate of <br />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. Central 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 (if needed), development agreement, and building <br />exterior visual renderings with the City of Ramsey for its intended project before Closing. <br />The Development Agreement and Site Plan must comply with all local zoning ordinances <br />and design standards, including The COR Design Standards. <br />SELLER: The City of Ramsey, a Minnesota municipal corporation <br />By: <br />By: <br />Ryan Heineman, Mayor <br />Brian Hagen, City Administrator <br />Dated: , 2025 <br />Dated: , 2025 <br />Page 11 of 15 <br />