23B - PROJ - SAFE ROUTES MONTE VISTA ELEM

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WRITTEN CONSENT OF THE SOLE DIRECTOR AND SOLE SHAREHOLDER OF i{DC INC. Pursuant to sections 307(b) and 603 of the General Corporation, Law of the State of California, and in lieu of annual meetings of the sole Shareholder and of the sole Director of KDC Inc., a California corporation ("the Corporation"), the, undersigned sole Shareholder and sole Director of the Corporation do hereby consent to, and adopt, the following resolutions: RESOLVED, that the sole Director, pursuant to the Bylaws of the Corporation, does hereby fix the number of directors of the Corporation at one director; and RESOLVED, that R. Kevin Matz be and he hereby is, elected by, the sole Shareholder of the Corporation, the sole Director of the Corporation for a term of one year or until his successor shall have been elected and qualified or his earlier resignation or removal. RESOLVED, that all acts, contracts and agreements on behalf of the Corporation made, taken or authorized by the sole Director and the officers of the Corporation since the date of the last meeting of, or written consent in lieu thereof by, the sole Shareholder of the Corporation are hereby adopted, approved and ratified by the sole Shareholder. RESOLVED, that the following named persons be, and each hereby is, elected, by the sole Director, to the respective office indicated opposite such person's name below to serve as such until the next annual meeting or until their respective successor is elected and qualified or such officer's earlier resignation or removal: Officer Name Title Michael J. Parry Chief Executive Officer, President R. Kevin Matz Vice President Joseph C. McCormick Asst. Vice President and General Counsel William B. Davenport CFO, Executive Vice President and Treasurer Dusty Lord Secretary wayac Gantt Vice President Matthew Thornton Vice President — General Superintendent Susan Henri Assistant Secretary Mark M, Porto Assistant Secretary DATE: April 4, 2016 R. Kevin Matz, Dior 23B-14