NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning the Parent Representative Director

WHEREAS, Section 4.03 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) provides for the composition of the Board of Directors (the “Board”); and

WHEREAS, Section 4.03(b) of the Corporation’s bylaws further provides that one of those Directors “shall be a parent representative to the New York City Department of Education.”; and

WHEREAS, there are diverse family relationships in New York City that include traditional and non-traditional parental relationships, all of which can make valuable contributions to the deliberations of the Board;

THEREFORE, BE IT RESOLVED that the Board hereby clarifies, finds and determines that the role of the parent representative Director may be filled by a parent (by birth or adoption, step-parent or foster parent), legal guardian, person in a parental relationship or grandparent of a student served by the New York City Department of Education.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Affirming Actions of the October 29, 2020 Board of Directors Meeting

WHEREAS, the Board of Directors (the “Board”) convened on October 29, 2020 via Zoom to organize, elect officers, and authorize actions to commence operations of New York City School Bus Umbrella Services, Inc. (the “Corporation”); and

WHEREAS, Directors Siciliano, Gao, Anantharam, Franco-Martinez, and Linn were present during the meeting and were present for each vote; and

WHEREAS, the Board approved the minutes of such meeting documenting that each item was unanimously adopted by voice vote; and

WHEREAS, the Board has subsequently resolved that the role of the parent representative Director is clarified to include the diverse family relationships of the students served by the New York City Department of Education;

THEREFORE, BE IT RESOLVED that the Board hereby re-affirms and ratifies each vote and prior action taken at the October 29, 2020 meeting as consistent with the requirements for such votes under the bylaws.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Authorizing the New York City Office of Labor Relations to Commence Negotiations on Collective Bargaining Agreements

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) establishes the Board of Directors’ (the “Board’s”) power to “authorize all expenditures and take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests.”;

WHEREAS, Section 4.01(g) of the Corporation’s bylaws establishes a requirement that an action by the Board to “approve of any collective bargaining agreements” be authorized by a four-fifths vote of the entire Board; and

WHEREAS, Section 7.08 of the Corporation’s bylaws provide that the execution of such agreements “shall be executed in the name of the Corporation by an employee or Officer of the Corporation designated by the Board of Directors”; and

WHEREAS, following the anticipated acquisition of assets from Reliant Transportation, Inc. (“Reliant”), the Corporation will offer employment at the Corporation’s discretion to the employees of Reliant, who are needed to operate the assets acquired by the Corporation from Reliant; and

WHEREAS, following its employment of the former Reliant employees, the Corporation will not assume any of Reliant’s collective bargaining agreements or any obligations under those agreements; and

WHEREAS, the Corporation must have a collective bargaining agreement with the labor union representing Reliant’s former employees to continue contributions to relevant pension funds; and

WHEREAS, the New York City Office of Labor Relations serves as a liaison on behalf of the City of New York with both labor and management in the private sectors; and

WHEREAS, Reliant’s workforce includes school bus drivers and attendants represented by Division 1181 Amalgamated Transit Union and mechanics represented by United Steel Workers Local 455;

THEREFORE, BE IT RESOLVED that the Board hereby designates the New York City Office of Labor Relations to negotiate collective bargaining agreements with Division 1181 Amalgamated Transit Union and United Steel Workers Local 455.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Authorization to Recruit a Chief Financial Officer, Chief Human Resources Officer, Chief Operating Officer, and Director of Policy and Risk

WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (the “Corporation”) authorizes the Board of Directors of the Corporation (the “Board”) to “take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 4.02 of the Corporation’s bylaws provides that the Board “may from time to time appoint such employees and other agents as it shall deem necessary”; and

WHEREAS, Section 7.01 of the Corporation’s bylaws provides that this Board “may elect or appoint from time to time other such Officers or agents as, in its opinion are desirable to conduct the affairs of the Corporation”; and

WHEREAS, Section 7.01 of the Corporation’s bylaws further provides that such Officers “shall have such powers and perform such duties as may be provided by these By-Laws or as determined by the Board”; and

WHEREAS, Section 7.01 of the Corporation’s bylaws further provides that “if the Board appoints a Chief Executive Officer or other such officer, who is an employee of the Corporation, such person shall not serve as a Director of the Corporation”;

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the recruitment of a Chief Financial Officer, Chief Human Resource Officer, Chief Operating Officer, and Director of Policy and Risk, in accordance with the Corporation’s bylaws and with the skills and qualifications discussed by the Board;

BE IT FURTHER RESOLVED that prior to appointment, the Board shall review the qualifications of any individuals recruited for such positions; and

BE IT FURTHER RESOLVED that the powers and duties of such Officers will be specified by the Board in a subsequent resolution.

NYC SCHOOL BUS UMBRELLA SERVICES, INC.

Resolution Concerning Approval of the Application for a Loan from the Fund for the City of New York for Start-up Costs

WHEREAS, the business of NYC School Bus Umbrella Services, Inc. (the “Corporation”) involves financial transactions and expenditures; and

WHEREAS, Section 4.01 of the Corporation’s bylaws grants the Board of Directors of the Corporation (the “Board”) “the power to authorize all expenditures and to take all necessary and proper steps to carry out the purposes of the Corporation and to promote its best interests”; and

WHEREAS, Section 7.04 of the Corporation’s bylaws provides that “The Treasurer shall be charged with the care and custody of all the moneys and securities of the Corporation”; and

WHEREAS, subject to the Board’s powers under Section 4.01 of the Corporation’s bylaws, Section 7.09 of such bylaws provide that “all authorized checks, notes, drafts and other negotiable instruments shall be executed in the name of the Corporation by the Treasurer and all authorized checks, notes, drafts and other negotiable instruments in amounts exceeding $5000 must be co-signed by the Chair, or another authorized individual designated by the Board of Directors”; and

WHEREAS, Section 4.01 of the Corporation’s bylaws provides that “approval of any loan agreement, mortgage, or other lending instrument” requires authorization “by a four-fifths vote of the entire Board”; and

WHEREAS, at its October 29, 2020 meeting the Board approved a resolution to seek a loan from the Fund for the City of New York for start up costs in the amount of $500,000; and

WHEREAS, the Board has reviewed the requested budget for the loan; and

WHEREAS, the application for the loan requires a Board resolution naming the authorized signatory on behalf of the applicant;

THEREFORE, BE IT RESOLVED that pursuant to Corporation’s bylaws, the Board hereby co-designates Board Chair Lauren Siciliano and Board Treasurer Kerry Gao as the authorized signatory for the loan application from the Fund for the City of New York.