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Creekside IQ Water Main (Donation Agmt, Utility Easement) Folio #293500000029 PROJECT CREEKSIDE IQ WATER MAIN PARCEL: RES Ronda 1265 Holdwigs,LLC TAX ID#: 29350000029 ACCEPTED BY BCC PURSUANT TO RESOLUTION 2010-39 DONATION AGREEMENT THIS DONATION AGREEMENT (hereinafter referred to as the "Agreement") is made and entered into by and between RES FLORIDA 1265 HOLDINGS, LLC., a Florida limited liability company, (hereinafter referred to as "Owner"), whose mailing address is 1370 Creekside Boulevard, Naples, FL 34108-1945, and the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT, its successors and assigns, (hereinafter referred to as "County"), whose mailing address is 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112-5356, WITNESSETH: WHEREAS, County has requested that Owner convey to the County a perpetual, non- exclusive easement for the purpose of IQ water irrigation lines and pipes, service, and other equipment or improvements, over, under, upon and across the lands described in Exhibit "A" (said easement hereinafter referred to as the "Property"), which is attached hereto and made a part of this Agreement; WHEREAS, Owner desires to convey the Property to County for the stated purposes, on the terms and conditions set forth herein; and WHEREAS, Owner recognizes the benefit to Owner and desires to convey the Property to the County for the stated purposes, on the terms and conditions set forth herein, said terms including that no compensation shall be due and payable for the Property requested by County; and NOW, THEREFORE, in consideration of these premises, the sum of Ten Dollars ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby mutually acknowledged, it is agreed by and between the parties as follows: 1. Owner shall convey the Property via an Utility Easement to County at no cost to the County, unless otherwise stated herein. 2. Prior to Closing, Owner shall obtain from the holders of any liens, exceptions and/or qualifications encumbering the Property, the execution of such instruments which will remove, release or subordinate such encumbrances from the Property upon their recording in the public records of Collier County, Florida. Owner shall provide such instruments, properly executed, to County on or before the date of Closing. 3. This Agreement shall be null and void, and of no further force or effect, unless Closing shall occur within sixty (60) days from the date County executes this Agreement; provided; however, that County shall have the unilateral right to extend the term of this 1 Agreement pending receipt of such instruments, properly executed, which either remove, release or subordinate any and all such liens, encumbrances or qualifications affecting County's enjoyment of the Property. 4, Owner is aware and understands that this Agreement is subject to the acceptance and approval by the Board of County Commissioners of Collier County, Florida. 5. Owner represents that the Property and all uses of the Property,have been and presently are in compliance with all Federal, State and Local environmental laws; that no hazardous substances have been generated, stored, treated or transferred on the Property except as specifically disclosed to the County: that the Owner has no knowledge of any spill or environmental law violation on any property contiguous to or in the vicinity of the Property to be conveyed to the County, that the Owner has not received notice and otherwise has no knowledge of a) any spill on the Property, b) any existing or threatened environmental lien against the Property or c) any lawsuit, proceeding or investigation regarding the generation, storage, treatment, spill or transfer of hazardous substances on the Property. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 6. Owner shall indemnify, defend, save and hold harmless the County against and from, and to reimburse the County with respect to, any and all damages, claims, liabilities, laws, costs and expenses (including without limitation reasonable paralegal and attorney fees and expenses whether in court, out of court, in bankruptcy or administrative proceedings or on appeal), penalties or fines incurred by or asserted against the County by reason or arising out of the breach of Owner's representation under Section 5. This provision shall survive Closing and is not deemed satisfied by conveyance of title. 7. The County shall pay for all costs of recording the conveyance instrument, and recording costs for any curative instruments, in the Public Records of Collier County, Florida. County shall be responsible for paying any costs and/or fees associated with the securing and recording a Subordination, Consent & Joinder of Easement of the mortgage(s) recorded against the Property from the mortgagee(s). All other costs associated with this transaction including but not limited to transfer, documentary and intangible taxes shall be borne and paid by Owner. The cost of a title commitment shall be paid by County. 8. The Owner reserves rights to use the easement for sidewalk, landscaping and detention area and other uses that do not violate rights otherwise granted by Owner to County. 9. Owner shall plant no trees within eight (8) feet of the proposed improvements. 10. Maintenance of all sidewalks, landscaping and detention area, other uses shall be the sole responsibility of Owner. Any damage to the property resulting from the IQ water irrigation improvements, and maintenance activities, will be the responsibility of the County. 11. This Agreement and the terms and provisions hereof shall be effective as of the date this Agreement is executed by both parties and shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, personal representatives, successors, successor trustees, and/or assignees, whenever the context so requires or admits. 2 12. Conveyance of the Property by Owner is contingent upon no other provisions, conditions, or premises other than those so stated above; and the written Agreement, including all exhibits attached hereto, shall constitute the entire Agreement and understanding of the parties, and there are no other prior or contemporaneous written or oral agreements, undertakings, promises, warranties, or covenants not contained herein. 13. If the Owner holds the Property in the form of a partnership, limited partnership, corporation, trust or any form of representative capacity whatsoever for others, Owner shall make a written public disclosure, according to Chapter 286, Florida Statutes, under oath, of the name and address of every person having a beneficial interest in the Property before the Property held in such capacity is conveyed to County, its successors and assigns. (If the corporation is registered with the Federal Securities Exchange Commission or registered pursuant to Chapter 517, Florida Statutes, whose stock is for sale to the general public, it is hereby exempt from the provisions of Chapter 286, Florida Statutes.) 14. This Agreement is governed and construed in accordance with the laws of the State of Florida IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the date and year first above written. DATE ACQUISITION APPROVED BY BCC: ok-P-3/020 r 0 arida. ))12-471 16 5 ) e.A..0 c::2 AS TO COUNTY: 0 10 DATED: g)ill 2_0 o . , . . ATTEST: , BOARD OF COUNTY COMMISSIONERS DVVIcTQcK iH :E'.-Eift , , , , Clerk OF COLLIER COUNTY, FLORIDA, AS . ..., THE GOVERNING BODY OF COLLIER • _ .. ., _ .. •_,, COUNTY AND AS EX-OFFICIO THE -1' ' • 1 4Atv GOVERNING BOARD OF THE COLLIER Deputy Clerk -,'.- alliwipir4s Ill: COUNTY 0-SEWER DISTRICT . Attest as to Chairman's signature only. BY: / /.../ALLaioe 4.,,,a.d .A PENNY TA1040 ", Chair', Approved as to form and legality: - .3‘1 Jennifer A. Belpedio, Assi41_County Attorney ci- f\,\?. 3 AS TO OWNER: DATED: WITNESSES: Witness#1 (Signature) RES FLORIDA 1265 HOLDINGS, LLC, a Florida limited liability company V%(-70 CZA P. N.- A Witness#1 (Print Name) By: KRISDAN MANAGEMENT, INC, tI OfatiteAtia a Florida corporation itness#2(Sign re) 1Ri1mar1Vi Its: Managing Member Witness#2(Print N e) BY: aniel Hall, Assistant Treas rer 2 • —POINT OF COMMENCEMENT IMMOKALEE ROAD(SR 846) 44 INORTNOZST CORNER Or LOI 15 CREEKSIDE COMMERCE PARK WEST- ih%' TWO a i ' PLAT BOOK J5 PACE 43 A 44 m ... I (Masts DTBEA,R,'1.Cf I-S89'48'16"E 20.91' R 15 7 17 589'45' :90' , ._. _ POINT©F-1 I I $16°4T59"E 108.75' N BEGINNING 1 11 N16°47'69"/+1112,89'" ,I tpr t5 Ei CREEKSTTkr (,I4R"RCC PARK WEST 115'OR SWT', 1 1 FG21) 1 PU7 800K 35,PACE 43&44 j _(GM ._..__..�..-- -- I --SO5°34'16"E 164.13' I ND5e34'16 W172.16' }" 5'Tt 6MT_ x,00 u r' 1 I ice55e-I 1 OKTENJJED O+SRAY SCALE 1'.106') a 1 Lar 14 CREEKS/DE STREET 1 I CprrKsrot cooKiecr PARK wear- or Iwo TRACT R(PER PLAT) j I I ‘-R=25 OD PIAT BOK J5, PAGE 43& 44 11 6-53°07'36" _ __ — ___ _ _ __i CB=S57"52'16"Vv C=22.38' ,.,_•—_ i L=23.18' DESCRIPTION A PARCEL OF LAND BONG PART OF LOT 15 OF CREEKSIDE COMMERCE PARK WEST UNIT TWO RECORDED IN PLAT BOOK 35, PAGES 43 AND 44 IN THE PUBLIC RECORDS OF COLLIER COUNTY, FLORIDA. LYING WITHIN SECTION 27, TOWNSHIP 48 SOUTH, RANGE 25 EAST. BEING "' MORE PARTICULARLY DESCRIBED AS FOLLOWS: n COMMENCING AT THE NORTHWEST CORNER OF SAID LOT 15 ALSO BEING ON THE 91 SOUTH RIGHT-OF-WAY LINE OF IMMOKALEE ROAD (SR 846) THENCE RUN k 589'48'16"E ALONG SAID LINE FOR 173.90 FEET TO THE POINT OF BEGINNING. FROM SAID POINT OF BEGINNING CONTINUE ALONG SAID LINE S89'48'16"E FOR 20.91 FEET; THENCE DEPARTING SAID LINE RUN S16'47'S9"E FOR 108.75 FEET TO AN INTERSECTION WITH THE WEST LINE OF A 5.00 FOOT WIDE FLORIDA POWER de LIGHT (FPL) EASEMENT RECORDED f OFFICIAL RECORDS BOOK 668, PAGE 383 IN SAID PUBLIC RECORDS; THENCE RUN S05'34'16"E ALONG SAID WEST LINE FOR 164,13 FEET TO AN INTERSECTION WITH i A NON-TANGENT CURVE AND THE NORTHERLY LINE OF TRACT R (CREEKSIDE STREET) OF SAID CREEKSIDE COMMERCE PARK WEST - UNIT TWO; THENCE ALONG THE NORTHERLY UNE OF SAID TRACT R ALONG SAID CURVE TO THE RIGHT, RADIUS OF 25.00 FEET, (DELTA 53'07'36") (CHORD BEARING S57"52°16 w) (CHORD DISTANCE 22.36 FEET) FOR 23.'.8 FEET TO AN INTERSECTION WITH A NON-TANGENT LINE; THENCE DEPARTING THE NORTHERLY LINE OF SAID TRACT R RUN NO5'34'161W FOR 172.16 FEET;: THENCE RUN N16'47'59`W FOR 112.89 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 13,195 SQUARE FEET OR 0.302 ACRES MORE OR LESS, Y 0 BEARINGS SHOWN HEREON ARE BASED ON THE NORTH LINE OF LOT 15, PLAT OF CREEKSIDE COMMERCE PARK WEST-UNIT TWO, PLAT BOOK 35, PAGE 43 do 44, PUBLIC RECORD OF COLLIER COUNTY, FLORIDA, WHEREIN SAID EAST LINE OF LOT i5 BEARS S89'48`16"E. A NOTES: THIS IS NOT A SURVEY 1, BEARINGS SHOWN HEREON ARE BASED ON THE NORTH UNE OF LOT 15, PLAT OF CREEKSIDE COMMERCE PARK WEST-UNIT TWO, PLAT 800< 35, PAGE 43 & 44, PUBLIC RECORD OF COLLIER COUNTY, FLORIDA, WHEREIN R SAID NORTH UNE OF LOT 15 BEARS 589'48'16'E. KEVIN M. RISCASSI (FOR THE FIRM L8-642) PROFESSIONAL SURVEYOR AND MAPPER R 2. THIS SKETCH DOES NOT MAKE ANY REPRESENTATION AS FLORIDA CERTIFICATE NO, 6433 s TO ZONING OR DEVELOPMENT RESTRICTIONS ON THE 3 SUBJECT PARCEL, DATE SIGNED: _ 3. PARCEL CONTAINS 5,619 SGUARE FEET HOT VALID WITHOUT THE SIGNATURE AND THE (0,128 ACRES) MORE OR LESS. ORIGINAL RAISED SEAL OF A FLORIDA LICENSED SURVEYOR AND MAPPER. ..voes,'N ENv"tt+EEING,INC J 2122 .w azsow -rtT UTILITY EASEMENT#3 \ 1 1 ! FC.rr'mots. R 53e62_l55e I SKETCH&DESCRIPTION Fr.RNE:.( 39) ,ii'—00.6 ENGINEERINGEF9•,EH23I 8-/4112 EWE C'4:: ,LE E 40 scNI ++[ M*r..NZ 2`17 zn1197M cel :7-48-z5 4.s,r.,, , INSTR 5439490 OR 5424 PG 974 RECORDED 8/10/2017 11 42 AM PAGES 6 OF THE CIRCUIT COURT PROJECT:CREEKSIDE IQ WATER MAIN PARCEL: RES Florida 1265 Holdings,LLC REC$52.50 t_zk, C...EK TAX ID#: 29350000029 Dcwc,L,G_IHETREc COUNTY FLORIDAI ACCEPTED BY BCC PURSUANT TO RESOLUTION 2010-39 UTILITY EASEMENT A- THIS EASEMENT, made and entered into this -1 A" day of , 2017, by RES FLORIDA 1265 HOLDINGS, LLC., a Florida limited liabili e company, whose mailing address is 1370 Creekside Boulevard, Naples, FL 34108-1945, as Grantor, to the BOARD OF COUNTY COMMISSIONERS OF COLLIER COUNTY, FLORIDA, AS THE GOVERNING BODY OF COLLIER COUNTY AND AS EX-OFFICIO THE GOVERNING BOARD OF THE COLLIER COUNTY WATER-SEWER DISTRICT, whose mailing address is 3335 Tamiami Trail East, Suite 101, Naples, Florida 34112-5356, its successors and assigns, as Grantee. (Wherever used herein the terms"Grantor" and "Grantee" include all the parties to this instrument and their respective heirs, legal representatives,successors or assigns.) WITNESSETH: Grantor, for and in consideration of TEN DOLLARS ($10.00) and other valuable consideration paid by the Grantee, the receipt and sufficiency of which is hereby acknowledged, hereby conveys, grants, bargains and sells unto the Grantee, its successors and assigns, a perpetual, non-exclusive easement, license, and privilege for utility purposes, on the following described lands located in Collier County, Florida, to wit: See attached Exhibit "A" which is incorporated herein by reference. Subject to easements, restrictions, and reservations of record. THIS IS NOT HOMESTEAD PROPERTY. TO HAVE AND TO HOLD the same unto the Grantee together with the right to enter upon said land, excavate, and place or remove materials including, but not limited to, IQ water irrigation lines and pipes, service, and other equipment or improvements thereto or thereunder, for the purpose of constructing, operating, and maintaining utility facilities thereon. All uses of said land not in conflict with the installation, operation and maintenance of the proposed improvements are reserved to the Grantor, except that the Grantor shall plant no trees on the Property, nor within eight (8) feet of the proposed improvements. Grantor and Grantee are used for singular or plural, as the context requires. The easement granted herein shall constitute easements running with the land and shall burden the lands described above. IN WITNESS WHEREOF, the Grantor has caused these presents to be executed the date and year first above written. WITNESSES: ' 1 I9e01)(12.414)/t A.4 Witness#1 (Sig ure) RES FLORIDA 1265 HOLDINGS, LLC, a Florida limited liability company Dik -tt . LA (1,ewk-A\A\ 1 ness#1 (Print N me) . By: KRISDAN MANAGEMENT, INC, :-:--12‘i IL- L_ elk_ a Florida corporation wit #2(Signature) RI N -at 0 ti L Its: Managing Member Witness#2(Print Name) BY: 'Janie Hall as Assistant Treasurer STATE OF F\Vr\CI 01/4 COUNTY OF CX2) I \k-rx The foregoing Utility Easement was acknowledged before me this 3l day of J UriLA , 2017 by Daniel Hall as Assistant Treasurer of Krisdan Managethent, Inc., a Florida corporation, as sole Managing Member of RES Florida 1265 Holdings, LLC, a Florida limited liability company, who is personally known to me or who has produced as identification. WITNESS my hand and official seal this DI day of jUlt- , 2017. (affix notarial seal) 1 /tibalU- (SIgnature of otary Public) )6\-'(77,1C.C_Ak s Tx W1,1 I l-C, ov Puk ARACEUS DELVALLE (Print Name of Notary Public) ,„ ::f c' MY COMMISSION I FF 164559 NOTARY PUBLIC * EXPIRES:September 0,20.18 4- Bonded Thru Budget Hollry&root Serial/Commission #:(if any,) FFIlSHS5c1 My Commission Expires: '' ' 2)0 I% Approved as to form and legality; vt CA5r.._ Jennifer A. Belpedio, Assis ant County Attorney o-9-7 % •:./.\ r i POINT OF COMMENCEMENT IMMOK4LEE ROAD(SR 846) nOsPlin:S1 CORNER 04 707 15 ‘--7-` C'inKSIOF COMMERCC PARK wi-sr - umr qsv % - +1.,ar ROOK 35, PAW' 43 & 44 (/1495 If EZAAYNC) r S89'48'16"E 20,91' k 589 487 rt I 739 ' # V i 1 POINT OF j I^ --S16°47'59"E 108,75' , I BEGINNIN z 11 1 N16`47'59'W 112 89'--• 1 iv' 75 1 CREEKS/0C CO4I4071C1 PARK WEST -0- i ,trt Eue VW iwG 115'0* ENT 111Xf 4'C277 1 PLA7 800K.1.5", PACE 93& 44 (oRsai-PG1975) ' 1 } ' S05'34.16E 16413' i N05°34'16'W 172 16`---- \ vs7Ehon-0-5 se...—C-Ci4=tool 1 (polo-Ft,i'11-1.1 .... I 1 1 _----- -1 '... i ,.., .i-—_ _,._____ __ -_ t 701 14 CREEKSIDE STREET 1 11N. 1 CREEK510f COMMERCE PARK W157- MT 7W0 ER PLAT) I - - 0 R-25,0 ' PLA7 soaf J5, PACE 4J& 44 TRACT R(Pl A.53`07'36 ") " CBSS7'52'16 .--- ..— , C=2236' i II Lz23 18' DESCRIPTION A PARCEL OF LAND BEING PART OF LOT 15 OF CREEKSIDE COMMERCE PARK WEST — UNI T TWO RECORDED IN PLAT BOOK 35, PAGES 43 AND 44 IN THE PUBLIC RECORDS OF COLLIER ,'. COUNTY, FLORIDA, LYING WITHIN SECTION 27, TOWNSHIP 48 SOUTH, RANGE 25 EAST BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS COMMENCING AT THE NORTHWEST CORNER OF SAID LOT '5 ALSO BEING ON THE si SOUTH RIGHT—OF—WAY LINE OF OAMOKALEE ROAD (SR 846) THENCE RUN f S59'48'16E ALONG SAID LINE FOR 173.90 FEET TO THE POINT OF BEGINNING FROM SAID POINT OF BEGINNING CONTINUE ALONG SAID UNE S89'48'16E FOR 20,91 FEET; THENCE DEPARTING SAID LINE RUN 516'47'59E FOR 108.75 FEET TO :-... AN INTERSECTION WITH THE WEST LINE OF A 5,00 FOOT WIDE FLORIDA POWER & LIGHT (FPL) EASEMENT RECORDED IN OFFICIAL RECORDS BOOK 665, PAGE 383 IN SAID PUBLIC RECORDS, THENCE RUN 305'34'16*E ALONG SAID WEST LINE FOR 164,13 FEET TO AN INTERSECTION WITH A NON—TANGENT CURVE AND THE NORTHERLY LINE OF TRACT R (CREEKSIDE STREET) OF SAID CREEKSIDE COMMERCE I,- PARK WEST — UNIT TWO; THENCE ALONG THE NORTHERLY LINE OF SAID TRACT R / ALONG SAID CURVE TO THE RIGHT, RADIUS OF 25,00 FEET, (DELTA 53'07'36 ) :-.. .,. 1 (CHORD BEARING S57'52'16"W) (CHORD DISTANCE 2136 FEET) FOR 23 18 FEET TO AN INTERSECTION WITH A NON—TANGENT LINE; THENCE DEPARTING THE NORTHERLY LINE OF SAID TRACT R RUN NO5'34'16*W FOR 172.16 FEET, THENCE RUN N16.47.59'W FOR 112.89 FEET TO THE POINT OF BEGINNING. PARCEL CONTAINS 13,195 SQUARE FEET OR 0.302 ACRES MORE OR LESS. ei BEARINGS SHOWN HEREON ARE BASED ON THE NORTH LINE OF LOT 15, PLAT OF ,<;..., CREEKSIDE COMMERCE PARK WEST—UNIT TWO, PLAT BOOK 35, PAGE 43 & 44, PUBLIC RECORD OF COLLIER COUNTY, FLORIDA, WHEREIN SAID EAST LINE OF LOT 15 BEARS s 589'48'16"E. f `-' 1' NOTES: 4 THIS IS NOT A SURVEY BEARINGS SHOWN HEREON ARE BASED ON THE NORTH LINE OF OT 15, PLAT OF CREEKSIDE COMMERCE PARK e WEST-UNIT TWO, PLAT BOOK 35, PAGE 43 & 44, PUBLIC RECORD OF COWER COUNTY, FLORIDA, WHEREIN SAID NORTH UNE OF LOT 15 BEARS SEI9'4I3.16"E KEVIN M. RISCASSI (FOR THE FIRM LB-642) ,...." PROFESSIONAL SURVEYOR AND MAPPER :-:-: 2. THIS SKETCH DOES NOT MAKE ANY REPRESENTATION AS FLORIDA CERTIFICATE NO, 6433 f To ZONING OR DEVELOPMENT REST-MOTIONS ON THE SUBJECT PARCEL. As SIGNED- NOT VALID WITHOUT THE SIGNATURE AND 1} 3. PARCEL CONTAINS 5,619 SQUARE FEET ORIGINAL RAISED SEAL OF A FLORIDA UCENSED ,....- (0 1 28 ACRES) MORE OR LESS SURVEYOR AND MAPPER ,-- ... .Offt4SON NOWT/kW,INO j 0 I i N. c,ON 2,„JOKNooti.sTREE, PO KW ,330 UTILITY EASEMENT#3 • .: ...., I.I. RAI lerER5 flORIDA 330132-13,50 SKETCH&DESCRIPTION PK410:t.za.4)3.34-004E ENGINEERING FAX C239)a34-3401 0A0C c,'z nu so st.4u E ei 0042& LB 042 .1-... , 1 1 ri kay 30,301, 70 4970,,-(47 27-44-05 As Sx,..,1 . - UNANIMOUS WRITTEN CONSENT OF THE BOARD OF DIRECTORS OF KRISDAN MANAGEMENT, INC. The undersigned, being all of the members of the Board of Directors (the "Board") of KrisDan Management, Inc., a Delaware corporation (the "Corporation"), acting in accordance with Section 141(f) of the Delaware General Corporations Law, do hereby consent to, approve and adopt the following resolutions and waive all notice thereto: WHEREAS, the Board has or will accept appointment as manager of RES Florida 1265 Holdings, LLC, a Florida limited liability company ("1265 Iloldings" or the "Company"); WHEREAS, the Board deems it desirable and in the best interests of the Corporation for the Corporation to effectuate the formation of 1265 Holdings by filing articles of organization with the Secretary of State of the State of Florida(the"Articles"); NOW, THEREFORE, IT IS HEREBY: RESOLVED,the Corporation accepts appointment as the manager of 1265 Holdings; FURTHER RESOLVED, the Board hereby grants Daniel Hall, as Assistant Treasurer of the Corporation,the power and authority to execute and deliver, in the name and on behalf of the Corporation, those documents and instruments that he may deem necessary or appropriate to effectuate the management of Company, including, without limitation, the execution and delivery of agreements by Company and the opening and maintenance of bank accounts in the name of Company. FURTHER RESOLVED, that any and all actions heretofore taken by the officers of the Corporation in the name and on behalf of the Corporation in furtherance of the preceding resolutions are ratified, approved and adopted, FURTHER RESOLVED, that every action of any nature that has been taken or authorized with respect to the Corporation by the officers of the Corporation since the date of filing of the Articles of 1265 Holdings through the date of this Unanimous Written Consent is in all respects approved and ratified. FURTHER RESOLVED, that this Unanimous Written Consent may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same consent. FURTHER RESOLVED, that the officers of the Corporation be, and each hereby are, authorized and directed to do, perform, or cause to be done and performed, all such acts and things and to make,execute and deliver,or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments or certificates in the name and on behalf of the Corporation or otherwise as each such officer may deem necessary or appropriate to effectuate or carry out fully 888905-0001/125603567 2 the purpose and intent of the foregoing resolutions, and that all such actions so taken be and hereby are ratified, approved,confirmed and adopted. 888905-0001/125603567 2 IN WITNESS WHEREOF, the undersigned being all of the members of the Board of Directors of the Corporation have executed this Unanimous Written Consent of the Board of Directors of the Corporation on the 25th day of March, 2015. Reinhold Schmieding _MA', 1 Schmieding r 888905-00011125603567,2