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HomeMy WebLinkAbout21-151CITY OF LAKEVILLE RESOLUTION NO. 21-151 RESOLUTION APPROVING AMENDMENT TO PURCHASE AGREEMENT AND AUTHORIZATION TO USE TIF FUNDS FOR RELOCATION EXPENSES WHEREAS, the City entered into a Purchase Agreement with Lakepointe Holdings II, LLC, ("Seller") dated August 16, 2021, for acquisition of property legally described as Lots 1 and 2, Block 1, Amoco Addition ("Purchase Agreement"); WHEREAS, the parties desire to amend the Purchase Agreement to address revisions to the form of BP releases of restrictive covenants against the Property, provide for a corresponding reduction in the purchase price as a result of the more limited releases, and to extend the date of the closing due to the time necessary to address the changes in the BP releases, all as provided in the Amendment to Purchase Agreement attached hereto as Exhibit "A" ("Amendment'); WHEREAS, the RALF grant funds used to fund the acquisition of the Property will not cover the costs of relocation expenses for the tenant located on the Property; WHEREAS, the City proposes to use Argonne TIF District and Southfork TIF District funds to pay the estimated relocation costs for the tenant; NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota as follows: 1. The Amendment is hereby approved. 2. City staff is authorized to use funds from the Argonne TIF District and Southfork TIF District to fund the relocation expenses for the tenant located on the Property. 3. City staff is authorized to amend the budgets and transfer funds, as appropriate, for expenses associated with this acquisition. ADOPTED this 1' day of November 2021 by the City Council of the City of Lakeville, Minnesota CITY OF LAKEVILLE BY: Douglas P. Anderson, Mayor ATTEST: L"� A� , ?,,� Charlene Friedges, City Cl AMENDMENT TO PURCHASE AGREEMENT THIS AMEYDMENT TO PURCHASE AGREEMENT ("Amendment") is dated as of a,Tyseet dG A 2021, between the CITY OF LAKEVILLE, a Minnesota municipal corporation ("Purchaser") whose address is 20195 Holyoke Avenue, Lakeville, MN 55044, and LAKEPOINTE HOLDINGS II, LLC ("Seller"), a Wisconsin limited liability company, whose address is 555 West Brown Deer Road, Fox Point, Wisconsin, 53217. RECITALS WHEREAS, Seller and Purchaser entered into a Purchase Agreement dated August 16, 2021 ("Purchase Agreement") for the conveyance of the Property legally described as: Lots 1 and 2, Block 1, Amoco Addition, Dakota County, Minnesota, according to the recorded plat thereof; and WHEREAS, the parties desire to amend the Purchase Agreement to address certain title matters related to the Property, and to adjust the purchase price and extend the closing date as a result of the title issues; NOW, THEREFORE, in consideration of the covenants and undertakings contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Buyer and Seller agree as follows: 1. INCORPORATED. The above Recitals are hereby incorporated as a material part of this Amendment with the same force and effect as if restated in full in this Paragraph. 2. AMENDMENT TO PARAGRAPH 2. Paragraph 2 of the Purchase Agreement is hereby amended to read as follows: 2. PRICE AND TERMS. Purchaser agrees to purchase the Property for the sum of Nine Hundred Fifty Thousand Dollars and no/100 ($950,000.00) (the "Purchase Price"). The Purchase Price (adjusted for prorations in accordance with this Contract) is to be paid to Seller on the Closing Date (as hereinafter defined) by wire transfer or other certified funds. 3. AMENDMENT TO PARAGRAPH 12. Paragraph 12 of the Purchase Agreement is hereby amended to read as follows: 12. CLOSING. The closing (the "Closing") of the purchase and sale contemplated by this Agreement shall occur at a location designated by Purchaser, and shall occur on or before December 15, 2021 ("Closing Date"). At Closing, Seller and Purchaser shall disclose their Social Security Numbers or Federal Tax Identification Numbers for the purposes of completing state and federal tax forms. 4. AMENDMENT TO PARAGRAPH 15. Paragraph 15(c) and (d) of the Purchase Agreement are hereby amended to read as follows: (c) Purchaser entering into a loan agreement prior to the Closing with the Metropolitan Council Right -of -Way Acquisition Loan Fund to fund the Purchase Price, in addition to attorney fees and administrative expenses incurred by Purchaser, which serves to secure Purchaser's funding of the acquisition described herein; and (d) Seller providing executed releases of BP deed restrictions at Closing substantially in the form and substance attached hereto as Exhibits A and B for the Lot 1, Block 1, Amoco Addition and Lot 2, Block 1, Amoco Addition, respectively. 5. AMENDMENT TO PARAGRAPH EXHIBIT A. Exhibit A of the Purchase Agreement is amended to read as attached hereto as Exhibit A. 6. AMENDMENT TO PURCHASE AGREEMENT. The Purchase Agreement is amended by adding a new Exhibit B as provided in Exhibit B attached hereto. 7. FULL FORCE AND EFFECT. Except as provided herein, all terms and provisions of the Purchase Agreement shall remain in full force and effect. (the remainder of this page intentionally left blank) (signature pages to follow) 2 IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date first written above, in multiple counterparts, each of which shall be deemed an original and all of which shall evidence but one agreement. PURCHASER: CITY OF LAKEVILLE By: Do,*as P. Anderson. Mayor By: Z%/�W4Z Charlene Friedges, City Cl SELLER: LAKEPOINTE HOLDINGS II, LLC Print Name: �()/a/�7 �° 7/ Its: '4X'oe- �7�?R� Exhibit "A" RELEASE OF USE AND OPERATING RESTRICTIONS AND COVENANTS AND HOLD HARMLESS AND INDEMNIFICATION AGREEMENT THIS INSTRUMENT is made as of , 2021, by and between BP Products North America Inc., a Maryland Corporation ("BP") and the City of Lakeville, a Minnesota municipal corporation ("City"), and is given to release all the covenants and restrictions created by instrument dated April, 2006, and filed May, 3, 2006, as Document No. 139731 in the Office of the Registrar of Titles for Dakota County, Minnesota (the "Restrictions"), and also to hold harmless and indemnify BP as granter of said release (the "Agreement"). WHEREAS, BP was the grantor of that certain deed dated April, 2006, and filed May, 3, 2006, as Document No. 139731 in the Office of the Registrar of Titles for Dakota County, Minnesota (the "Quitclaim Deed"), which deed created the Restrictions; and WHEREAS, the Restrictions encumber property currently owned by Lakepointe Holdings II, LLC, a Wisconsin Limited Liability Company ("Lakepointe"), legally described as: Lot 1, Block 1, Amoco Addition, Dakota County, Minnesota. (the "Property"); and WHEREAS, the City has entered into a purchase agreement to purchase the Property from Lakepointe; and WHEREAS, BP has agreed to release certain provisions of the Restrictions on the condition that the City hold harmless and indemnify BP from any harm resulting from said release; and WHEREAS, the City has agreed to hold harmless and indemnify BP from any harm resulting from said release. NOW, THEREFORE, in consideration of the mutual promises made herein, the parties herein agree as follows: AGREEMENT The above Recitals are incorporated into this Agreement as if fully restated here. 2. Sections I and lI.A.3. in Exhibit B to the Quitclaim Deed are hereby deleted in their entirety. 218525vi Section II.B. in Exhibit B to the Quitclaim Deed is amended to read as follows: B. Duration. The Groundwater Exposure Restriction and the Residential Use Restriction, including their related restrictions, notices, acknowledgments and covenants (collectively the "Environmental Restrictions") shall run with the land and each portion thereof and shall be binding upon and inure to the benefit of Grantor, the other Grantor Parties, Grantee and the other Grantee Parties, and shall remain in full force and effect and bind and restrict the Property, unless and until the Environmental Restrictions (or any portion thereof) are either: (1) waived in writing by Grantor under conditions which, in Grantor's sole discretion, demonstrates that specific risks to human health and the environment are, have been, and/or will be appropriately reduced; or (2) released in writing by Grantor. Grantor may, at Grantee's request, release a portion of portions of the Environmental Restrictions from the Property upon Grantor's receipt from Grantee of an acknowledgment from the Government, obtained by Grantee at is sole cost and expense, that test results demonstrate that the property meets the then current soil and groundwater standards for the Property without that portion or portions of the Environmental Restrictions and that the Government approves the releasing of that portion or portions of the Environmental Restrictions. 4. mnification Covenants, (a) Subject to the monetary liability limits contained in Minn. Stat. 466,04, the City releases from liability and covenants and agrees that BP and its officers, agents, servants and employees shall not be liable for and agrees to indemnify and hold harmless BP and its officers, agents, servants and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any action undertaken by the City on or relating to the Property, including but not limited to any such loss, damage, injury or death caused by any environmental contamination of the Property. (b) Subject to the monetary liability limits contained in Minn. Stat. 466.04, the City agrees to protect, indemnify and defend BP and its officers, agents, servants and employees, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever to the extent related to the construction, installation, and operation of any improvements on or to the Property, including but not limited to (i) any such claim, demand, suit, action or other proceeding caused, occasioned by, or related to any environmental contamination of the Property, and (ii) any directive from MPGA, or other government authority with jurisdiction, to perform environmental remediation. (c) BP and its officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the City or its officers, agents, servants or employees or any other person who may be about the Property or any improvements thereto. (d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations solely of the City and not of any governing body member, officer, agent, servant or employee of the City in their individual capacity. 218525v1 5. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute the same instrument. IN WITNESS WHEREOF, BP has caused this Agreement to be duly executed in its name and behalf and the City has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written, (Signature page immediately follows) 21as25vl BP PRODUCTS NORTH AMERICA INC. 7 By: %"e l F vie n Its: %e.' No, — 6-51de STATE OF COUNTY OF Cc* of The foregoing instrument was acknowledged before me this /9 ty day of C"cke,- by pin .;e I 12. Fdc,+ , the Myr — Network ft,,,,,,4,t• I&' el Oe of BP Products North America Inc., a Maryland corporation, on behalf of the corporation. Z 4,�' /'. Notary Public 0ERIC SCHLESINGEfi OFFICIAL SEAL Notary Public, State of Illinois My Commission Expires May t6 2025 218525vl CITY OF LAKEVILLE By:� Douglas P. 7Xnderson, Mayor And: i kriene Friedges, ity Clerk STATE OF MINNESOTA) COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 2021, by Douglas P. Anderson and Charlene Friedges, respectively the Mayor and City Clerk of the City of Lakeville, a Minnesota municipal corporation, on its behalf. THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL KNUTsON Professional Association Grand Oak Office Center 1 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP/smt 6 218525vl Notary Public Exhibit "B" RELEASE OF USE AND OPERATING RESTRICTIONS AND COVENANTS AND HOLD HARMLESS AND INDEMNIFICATION AGREEMENT THIS INSTRUMENT is made as of '202 1, by and between BP Products North America Inc., a Maryland Corporation ("BP") and the City of Lakeville, a Minnesota municipal corporation ("City"), and is given to release all the covenants and restrictions created by instrument dated April, 2006, and filed May, 3, 2006, as Document No. 139731 in the Office of the Registrar of Titles for Dakota County, Minnesota (the "Restrictions"), and also to hold harmless and indemnify BP as granter of said release (the "Agreement"). WHEREAS, BP was the grantor of that certain deed dated April, 2006, and filed May, 3, 2006, as Document No. 139731 in the Office of the Registrar of Titles for Dakota County, Minnesota (the "Quitclaim Deed"), which deed created the Restrictions; and WHEREAS, the Restrictions encumber property currently owned by Lakepointe Holdings II, LLC, a Wisconsin Limited Liability Company ("Lakepointe"), legally described as: Lot 2, Block 1, Amoco Addition, Dakota County, Minnesota. (the "Property"); and WHEREAS, the City has entered into a purchase agreement to purchase the Property from Lakepointe; and WHEREAS, BP has agreed to release the Restrictions on the condition that the City hold harmless and indemnify BP from any harm resulting from said release; and WHEREAS, the City has agreed to hold harmless and indemnify BP from any harm resulting from said release. NOW, THEREFORE, in consideration of the mutual promises made herein, the parties herein agree as follows: AGREEMENT I. The above Recitals are incorporated into this Agreement as if fully restated here. 2. Sections I-IV in Exhibit B to the Quitclaim Deed are hereby deleted in their entirety. Hold Harmless and Indemnification Covenants. (a) Subject to the monetary liability limits contained in Minn. Stat. 466.04, the City releases from liability and 2 covenants and agrees that BP and its officers, agents, servants and employees shall not be liable for and agrees to indemnify and hold harmless BP and its officers, agents, servants and employees against any loss or damage to property or any injury to or death of any person occurring at or about or resulting from any action undertaken by the City on or relating to the Property, including but not limited to any such loss, damage, injury or death caused by any environmental contamination of the Property. (b) Subject to the monetary liability limits contained in Minn. Stat. 466.04, the City agrees to protect, indemnify and defend BP and its officers, agents, servants and employees, now or forever, and further agrees to hold the aforesaid harmless from any claim, demand, suit, action or other proceeding whatsoever by any person or entity whatsoever to the extent related to the construction, installation, and operation of any improvements on orto the Property, including but not limited to (i) any such claim, demand, suit, action or other proceeding caused, occasioned by, or related to any environmental contamination of the Property, and (ii) any directive from MPCA, or other government authority with jurisdiction, to perform environmental remediation. (c) BP and its officers, agents, servants and employees thereof shall not be liable for any damage or injury to the persons or property of the City or its officers, agents, servants or employees or any other person who may be about the Property or any improvements thereto. (d) All covenants, stipulations, promises, agreements and obligations of the City contained herein shall be deemed to be the covenants, stipulations, promises, agreements and obligations solely of the City and not of any governing body member, officer, agent, servant or employee of the City in their individual capacity. 4. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall constitute the same instrument. IN WITNESS WHEREOF, BP has caused this Agreement to be duly executed in its name and behalf and the City has caused this Agreement to be duly executed in its name and behalf on or as of the date first above written. [Signature page immediately follows] 3 BP PRODUCTS NORTH AMERICA INC. By: Dam :c ! !Z • f e., Its: Sz.,:c- STATE OF I " COUNTY OF C000K The foregoing instrument was acknowledged before me this /9`� day of acfC�c� by tom: e I A . /=,•-Ic., the tr,,. r: �"1g r. - N�twc-k P1c.,,.: ., d. Rex � E kh of BP Products North America Inc., a Maryland corporation, on behalf of the corporation. Notary Public rd CITY OF LAKEVILLE Bv: Douglas P. Anderson, Mayor And: dfll�t.C_ Charlene Friedges, City STATE OF MINNESOTA) COUNTY OF DAKOTA ) The foregoing instrument was acknowledged before me this day of , 2021, by Douglas P. Anderson and Charlene Friedges, respectively the Mayor and City Clerk of the City of Lakeville, a Minnesota municipal corporation, on its behalf. Notary Public THIS INSTRUMENT WAS DRAFTED BY: CAMPBELL KNuTsoN Professional Association Grand Oak Office Center I 860 Blue Gentian Road, Suite 290 Eagan, Minnesota 55121 Telephone: (651) 452-5000 AMP/smt DocuSign Envelope ID: B38E6028-8281-42DD-8111-AEOE48BFCB11 BP PRODUCTS NORTH AMERICA INC. SECRETARY'S CERTIFICATE I, Jason Alvarado, being a duly elected, qualified and acting Secretary of BP Products North America Inc., a company incorporated in the State of Maryland, USA (the "Company"), do hereby certify that: The following is a true copy of resolutions duty adopted at a meeting of the Board of Directors of the Company on September 2, 2021, and that said resolutions have not been amended, modified, or rescinded and that as of this date such resolutions are in full force and effect: Authorization for Entry into Lease Agreements for Motor Fuel Facilities WHEREAS, from time -to -time, BP Products North America Inc. (the "Company") may enter into leases or subleases, as lessee or lessor, of lands, parcels, or plots, (collectively the "Land") to be used in connection with the operation of a motor fuel facility; and WHEREAS, the Land may include buildings and improvements erected on the Land and rights, privileges, rights-of-way, easements, and appurtenances to the Land; and WHEREAS, subject to the limitations below, the board of directors of the Company (the "Board") desires to authorize the Company on a standing basis to enter into leases or subleases for the purpose of operating motor fuel facilities; and WHEREAS, the Board desires to authorize certain persons to execute and deliver transaction documentation necessary to enter into leases or subleases; and WHEREAS, the Board has determined that the entry into leases or subleases for the operation of motor fuel facilities is in the best interests of the Company. NOW, THEREFORE, BE IT RESOLVED, that, subject to the limitations below, the Board hereby authorizes and approves the Company to enter into leases or sub - teases, as lessee or lessor, of Lands to be used for the purpose of operating motor fuel facilitates and the execution and delivery of any and all documents necessary to consummate the lease or sublease, including without limitation, lease agreements and amendments or modifications thereto, easements, subordination, rights of way, non -disturbance and attornment agreements, estoppels, licenses, permits, access agreements, and any and all other documents, instruments, and agreements in connection therewith (collectively, the "Lease Documents"); and be it FURTHER RESOLVED, that the Board hereby authorizes, approves, and empowers each of Kevin Kapala, Daniel Fiden, and Alexandra DeZorzi acting individually, to execute, deliver, and perform the Lease Documents in the name of and on behalf of the Company; provided however, that each such lease (sublease) does not exceed an initial term of 15 years; and provided further DocuSign Envelope ID: B3BE6028-8281-42DD-8111-AEOE48BFCB11 that (i) the total rent amount for the initial term of a single lease of an individual site does not exceed a total amount of $10 million dollars and (ii) in the event of a tease arrangement involving multiple tease sites, as part of a combined transaction, the total amount for the combined sites does not exceed $50 million dollars in the aggregate; and be it FURTHER RESOLVED, that Kevin Kapata, Alexandra DeZorzi, and Daniel Fiden are each an "Authorized Person" and collectively, "Authorized Persons"; and be it FURTHER RESOLVED, that the Authorized Persons are authorized to subsequently negotiate and amend, in their sole opinion, the Lease Documents, along with all related and ancillary documents, instruments and agreements to complete the lease arrangement; and be it FURTHER RESOLVED, that subject to the limitations above, the Authorized Person's execution and delivery of the Lease Documents shall be conclusive evidence of his or her approval and approval of this Board; and be it FURTHER RESOLVED, that the foregoing resolutions and the authority granted to the Authorized Person shalt be valid until the earlier of (i) August 31, 2022 or (ii) the date that the Authorized Person is no longer an employee of the Company or an affiliate thereof; and be it FURTHER RESOLVED, that the Secretary and any Assistant Secretary be, and each of them, acting individually, is hereby, authorized from time to time to supply and certify a document setting forth the names and signatures of the Authorized Person and attesting to the adoption of these resolutions and the due authorization by the Board of the actions contemplated hereunder; and that the Secretary and any Assistant Secretary be, and each of them acting individually is, hereby authorized and empowered to affix the corporate seat to any papers or documents necessary, proper or advisable in order to carry out the intents and purposes of these resolutions and to attest the same in cases where such action is necessary or appropriate; and be it FURTHER RESOLVED, that the Authorized Persons be and hereby are authorized, acting individually, empowered and directed to take such actions, execute such documents, and do such things as may be required or as any such Authorized Person may deem necessary, advisable or appropriate in order to complete the actions and transactions authorized in the foregoing resolutions; and be it FURTHER RESOLVED, that all actions, including the execution, delivery, and performance of any Lease Documents to date by any Authorized Person in such capacity, in furtherance of the foregoing resolutions be, and hereby are, in all respects, adopted, affirmed, ratified and approved as an act of the Company; and be it FINALLY RESOLVED, that the foregoing resolutions revoke and supersede the resolutions of the Board dated August 5, 2020 regarding leases for motor fuel sites. DocuSign Envelope ID: 838E6028-8281-42DD-8111-AEOE488FCB11 Authorization for Sole/Acquisition of Rea( Property WHEREAS, BP Products North America Inc. (the "Company") is the owner of certain real properties; and WHEREAS, subject to the financial limitations below, the Company may, from time -to time, sell or dispose of all or a portion of real property or a combined tract of real property sites, as the case may be, that is no longer needed in the course of the Company's business; and WHEREAS, subject to the financial limitations below, the Company may, from time -to -time, purchase or acquire real property to be used in furtherance of its business; and WHEREAS, the Board desires to authorize certain persons to execute and deliver transaction documentation necessary to consummate the sale of existing real property or purchase of new real property. NOW THEREFORE, BE iT, RESOLVED, that subject to the financial limitations below, the Board hereby authorizes and approves the Company to consummate the sale, disposal, or purchase of real property and to execute and deliver any and all documents necessary to sale, dispose or purchase real property, including without limitation, purchase and sale agreements (and amendments), bills of sate, easements and rights of way, conveyance documents, deeds, assignments, certificates, rights of first refusal, options, mortgages, releases, subordination agreements, restrictive covenants, deed waivers/modifications and any and all related documents, instruments, and agreements in connection therewith (collectively, the "Real Estate Documents"); and be it FURTHER RESOLVED, the Board hereby authorizes and approves the form, terms, and provisions of the Real Estate Documents in all respects and the transactions contemplated by such documents; and be it FURTHER RESOLVED, that the Board hereby authorizes and approves Kevin Kapala, Alexandra Dezorzi, and Daniel Fiden, acting individually, to execute and deliver the Real Estate Documents (including any amendments or modifications thereto) for the sate or disposition of real property; provided however, that (i) the sates price with respect to a single real property site on an individual transaction basis does not exceed $10 million dollars and (ii) the sales price with respect to a sate of multiple properties as part of a combined transaction does not exceed $50 million dollars in the aggregate; and be it FURTHER RESOLVED, that the Board hereby authorizes and approves Kevin Kapala, Alexandra Dezorzi, Daniel Fiden, acting individually, to execute and deliver Real Estate Documents (including any amendments or modifications thereto) in the name of and on behalf of the Company to purchase or acquire real property; provided however, that (i) the sates price with respect to a single real property site on an individual transaction basis does not exceed $10 million dollars and (ii) the sates price with respect to a sate of multiple properties as DocuSign Envelope ID: B38E6028-8281-42DD-8111-AEOE486FCB11 part of a combined transaction does not exceed $50 million dollars in the aggregate; and be it FURTHER RESOLVED, that Kevin Kapala, Alexandra Dezorzi, and Daniel Fiden are each an "Authorized Person" and collectively, "Authorized Persons"; and be it FURTHER RESOLVED, that subject to the limitations above, the Authorized Person's execution and delivery of the Real Estate Documents shall be conclusive evidence of his or her approval and approval of this Board; and be it FURTHER RESOLVED, that the foregoing resolutions and the authority granted to the Authorized Person shall be valid until the earlier of (i) August 31, 2022 or (ii) the date that the Authorized Person is no longer an employee of the Company or an affiliate thereof; and be it FURTHER RESOLVED, Gregory Franks (a Vice President of the Company) be, and hereby is, authorized and empowered, for and on behalf of the Company, to grant, execute, and deliver a power of attorney to authorize individuals to take action on behalf of the Company as an attorney-in-fact to consummate the sate, disposal, or purchase of real property and to execute the Real Estate Documents, subject to the aforementioned conditions and financial limitations, and, as the officer executing the power of attorney on behalf of the Company may deem appropriate, to take such actions as are necessary, advisable or appropriate in order to carry out the purpose and intent of, or consummate the transactions contemplated by, the foregoing resolutions and/or all of the transactions contemplated therein or thereby; and be it FURTHER RESOLVED, that the Secretary and any Assistant Secretary be, and each of them, acting individually, is hereby, authorized from time to time to supply and certify a document setting forth the names and signatures of the Authorized Person and attesting to the adoption of these resolutions and the due authorization by the Board of the actions contemplated hereunder; and that the Secretary and any Assistant Secretary be, and each of them acting individually is, hereby authorized and empowered to affix the corporate seal to any papers or documents necessary, proper or advisable in order to carry out the intents and purposes of these resolutions and to attest the same in cases where such action is necessary or appropriate; and be it FURTHER RESOLVED, that the Authorized Persons be and hereby are authorized, acting individually, empowered and directed to take such actions, execute such documents, and do such things as may be required or as any such Authorized Person may deem necessary, advisable or appropriate in order to complete the actions and transactions authorized in the foregoing resolutions; and be it FURTHER RESOLVED, that all actions, including the execution, delivery, and performance of any Real Estate Documents to date by any Authorized Person in such capacity, in furtherance of the foregoing resolutions be, and hereby are, in all respects, adopted, affirmed, ratified and approved as an act of the Company; and be it DocuSign Envelope ID: B38E6028-8281-42DD-8111-AEOE48BFCB11 FINALLY RESOLVED, that the foregoing resolutions revoke and supersede the resolutions of the Board dated August 5, 2020 regarding the purchase and sale of real estate. IN WITNESS WHEREOF, I have hereunto set my hand this 9/10/2021 Dmuftned by: ,9asok, Qi�ai^a.�o Jason Alvarado Secretary BP Products North America Inc.