Resolutions to Authorize the Execution, Delivery and Performance of an Asset Purchase Agreement Between NYC School Bus Umbrella Services, Inc. (the “Corporation”) and Reliant Transportation, Inc. (“Reliant”)

WHEREAS, the Corporation was incorporated to “provide transportation services to students who are served by the City School District of the City of New York”; and

WHEREAS, the Corporation desires to acquire the school bus operating assets of Reliant that are used by Reliant in performing school bus services for the New York City Department of Education, which includes its vehicle fleet and all equipment and intellectual property necessary for the provisions of such busing services, pursuant to an asset purchase agreement between Reliant and the Corporation (the “Asset Purchase Agreement”).

NOW, THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the draft Asset Purchase Agreement presented to the Board be, and they hereby are, ratified, confirmed and approved in all respects; and the Chief Executive Officer of the Corporation (the "CEO") be, and hereby is, directed, authorized and empowered to negotiate, execute and deliver and cause the Corporation to perform its obligations under the Asset Purchase Agreement, together with such changes as the CEO may deem necessary and appropriate, the taking of any such action being conclusive evidence that the same have been approved by the Board; and

BE IT FURTHER. RESOLVED that the CEO be, and hereby is, directed, authorized and empowered to (i) execute and deliver, in the name of and on behalf of the Corporation, any and all documents, agreements and instruments to effectuate the foregoing resolutions or the transactions contemplated thereby, (ii) take such action, or cause others to take such action, in the name of and on behalf of the Corporation, as may in the judgment of the CEO be necessary in connection with or in furtherance of the foregoing resolutions or the transactions contemplated thereby, and (iii) execute and deliver, in the name of the Corporation, any and all documents, agreements and instruments contemplated under the Asset Purchase Agreement.

Resolution Concerning the Approval of Contracts  

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 four-fifths majority of the entire Board of Directors for contracts and aggregate payments valued in excess of $100,000; 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”;

NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to execute the following contracts:

• Paycom and Humareso: These contracts for payroll and human resources services will be for $966,828 per year and require a $115,604 date conversion and set up charge. Service will be provided on a month-to-month basis.

• TransPar: This contract is to continue consulting services. TransPar has been retained by the NYC Economic Development Corporation to assist with acquisitions, transition and start up. That engagement via EDC ends July 1. This contract will be for $900,000.

• Ascot: This contract is for Directors & Officers insurance as required by the Corporation’s five-year negotiated services contract with the New York City Department of Education. The annual cost is $83,016 and is expected to exceed $100,000 in the aggregate in the contract’s second year.