NYC SCHOOL BUS UMBRELLA SERVICES, INC. 

Resolution Authorizing the Chief Executive Officer to Execute a Negotiated Services Contract with the New York City Department of Education

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, the Corporation’s Certificate of Incorporation provides that the Corporation is formed “a) [t]o provide transportation services to students who are served by the City School District of the City of New York, in connection with the provision of education and/or support services, b) to conduct any other activities and to perform any and all acts which may be necessary, useful, suitable or proper for the furtherance, accomplishment or attainment of the activities described in clause (a) above; and c) to conduct any other transportation activities permitted consistent with the Not-for-Profit Corporation Law and to use transportation equipment and facilities for non-transportation purposes”; and

WHEREAS, in December the Panel for Education Policy of the New York City Department of Education authorized a five-and-a-half year negotiated services contract (the “DOE Contract”) with the Corporation to provide student transportation services with an approximately average annual value of the full contract years of $166 million, and an aggregate value of $890 million; and

WHEREAS, the DOE contract must be signed by the Chief Executive Officer prior to submission for registration with the City Comptroller; and

WHEREAS, Section 4.01 of the Corporation’s bylaws require authorization of fourth-fifths vote of the entire Board for approval of contracts and aggregate payments valued at $100,000 or more; now

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to execute the DOE contract.

NYC SCHOOL BUS UMBRELLA SERVICES, INC. 

Resolution Concerning the Designation of a Broker of Record 

WHEREAS, the business of NYC School Bus Umbrella Services, Inc. (the “Corporation”) requires various insurance policies, including auto liability, general liability, professional liability, excess liability, catastrophic auto physical damage, property insurance, excess property insurance, workers’ compensation, cyber liability, employee benefits, and other coverages; and 

WHEREAS, the Corporation is required to hold certain coverages pursuant to its anticipated negotiated services contract with the New York City Department of Education (the “DOE Contract”); and  

WHEREAS, the Corporation can best be represented in the insurance marketplace by a broker that can secure appropriate policies required for the Corporation’s operations; and 

WHEREAS, Section 4.01 of the bylaws of the Corporation provides that the Corporation’s Board of Directors has the “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”; and 

BE IT RESOLVED, that Lockton Companies (“Lockton”) is designated as the Corporation’s broker of record;  

BE IT FURTHER RESOLVED, that as the Corporation’s broker of record, Lockton is authorized to represent the Corporation in the insurance marketplace for the purpose of securing insurance policy quotes and rates consistent with the requirements for such insurance contained in the DOE Contract.

NYC SCHOOL BUS UMBRELLA SERVICES, INC. 

Resolution Concerning the Approval of a Contract with Darryl Irick 

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 4.01 of the Corporation requires the approval of a majority of the entire Board of Directors for contracts and aggregate payments valued in excess of $20,000 but less than $100,000; 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

THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to execute a contract with Darryl Irick for the purposes of providing strategic advice and guidance regarding the Corporation’s operations;

BE IT FURTHER RESOLVED that such contract shall expire September 1, 2021 and shall not exceed $44,000.