NYCSBUS Board of Directors Meeting: 8/17/21
Agenda
NYC School Bus Umbrella Services, Inc. Board of Directors Agenda – August 17, 2021 at 12:00 p.m.
Call to Order
Approval of Minutes from the June 18, 2021 Meeting
Executive Session
Designation of Insurance Broker
Adjournment
Resolution Concerning the Establishment of a Banking Relationship
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 New York City Law Department has selected Citibank as the escrow agent for the escrow agreement anticipated as part of the anticipated purchase of Reliant Transportation’s New York City school bus assets;
NOW, THEREFORE, BE IT RESOLVED that the Board hereby authorizes the Chief Executive Officer to establish a banking relationship with Citibank for the purposes of establishing its credit, deposit, escrow and other typical banking relationships.
Resolution Concerning an Amendment to the Corporation’s Certificate of Incorporation
WHEREAS, Section 4.01 of the bylaws of the NYC School Bus Umbrella Services, Inc. (NYCSBUS) requires a four-fifths vote of the entire Board to amend the Certificate of Incorporation; and
WHEREAS, NYCSBUS outside counsel has found the Corporation’s certificate to not be clear about certain matters typical to non-stock corporation; and
WHEREAS, the attached amendments to such Certificate would align the Certificate of Incorporation to a typical non-stock corporation;
NOW, THEREFORE BE IT RESOLVED that the Board hereby amends the Certificate of Incorporation as attached, pending the approval of the New York City Department of Education, and after such approval authorizes the Chief Executive Officer to file a revised certificate of incorporation.
Resolution Concerning the Approval of Certain 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 contracts described on the attached page subject to the approval of the New York City Department of Education:
BTQ Financial: Outsourced financial management including “CFO level” strategy, controllership, contract management, general accounting, accounts payable, reporting plus support on insurance, asset purchase and other matters.
Hourly work from $275/hour for principals to $30/hour for clerks
Initial estimate of $60,000/month during setup phase
Cancellable in 90 days
Everest Insurance: Casualty insurance – auto liability, workers compensation and general liability
$25,007,891 including pre-funding losses ($12,406,113), a second and third year of the auto liability ($4,568,000) and funding an initial letter of credit ($3,645,029)
Lloyds of London: Sexual molestation insurance with a $3M limit and $250,000 of retention
$231,250 for one year of coverage
Sedgwick: Third party administrator for insurance claims
Priced per claim, broker estimates $162,166 for one year of service
Unipro: Uniforms for all staff including drivers, attendants dispatchers, office workers, mechanics and utility workers
Approximately $25 per uniform, $300,000 total
EZ Pass: Toll processing
Posted tolls plus 50¢ per transponder pre month
Cancellable by returning transponders
Mansfield Fuel: Fuel card service, controls and reporting.
1% below retail price pass through
Paycom: Through our payroll processor, drug and alcohol testing and driver physical examinations
$78 per drug and alcohol tests ($468,000 includes a test at transition) plus $97 per physical ($97,000 for the staff per year)
Resolution Concerning the Approval of Certain 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 majority of the entire Board of Directors for contracts and aggregate payments valued between $20,000 and $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 contracts described on the attached page subject to the approval of the New York City Department of Education:
Beazley: Environmental / pollution insurance, $5M limit and $50,000 deductible
$55,774 for one year of coverage
Lockton: Establishment and management, including regulatory filings, for our retirement plan
$35,000 per year
Citibank: Letter of credit and escrow fees
Estimated at 0.5%, of $3,645,029 facility, $18,225
Humareso: Additional human resources support
$5,000 per month
Patterson Belknap: Legal representation for negotiating a transition services agreement, closing the purchase of MV’s NY assets, and other services
Estimated billing of $97,500
Resolutions
Meeting Minutes
NYC School Bus Umbrella Services, Inc.
Board of Directors Meeting
August 17, 2021, 12:00 p.m.
52 Chambers Street, New York, NY
MEETING MINUTES
The meeting of the NYC School Bus Umbrella Services, Inc. (NYCSBUS) Board of Directors was called to order by Chair Siciliano, who noted for the record that a quorum was present.
In attendance were:
Lauren Siciliano, NYCSBUS Chair
Kerry Gao, Budget Director’s designee
Plachikkat V. Anantharam, Director
Robert W. Linn, Director
Matt Berlin, NYCSBUS Chief Executive Officer
Also in attendance was:
Nicolas Storellicastro, NYC Department of Education
Chair Siciliano appointed Director Linn as Interim Secretary for the meeting.
Chair Siciliano laid out the agenda for the meeting. The first item of business was approval of the minutes of the June 18, 2021 meeting. A motion was made by Director Linn and seconded by Director Anantharam to approve the minutes. The resolution was approved unanimously by voice vote.
The next item on the agenda was consideration of resolutions. The first resolution amends the Corporation’s Certificate of Incorporation subject to the approval of the NYC Department of Education in order to make such Certificate align with the requirements of a non-stock corporation. This resolution required a four-fifths majority of the entire Board for approval. A motion was made by Director Linn and seconded by Director Anantharam to approve the resolution. The resolution was approved unanimously by voice vote.
The next resolution related authorizing the Chief Executive Officer to establish a banking relationship with Citibank on behalf of the Corporation. A motion was made by Director Linn and seconded by Director Anantharam to approve the resolution. The resolution was approved unanimously by voice vote.
The next resolution related to the approval of contracts in excess of $100,000 as follows:
BTQ Financial: This contract is for financial management, contract management, general accounting, accounts payable, reporting, and additional support. Estimated at $60,000 per month for start-up phase, with 90-day cancellation.
Everest Insurance: This contract is for casualty insurance – auto liability, workers compensation, and general liability. Estimate is for $25,007,891, including pre-funding losses at $12,406,113, a second and third year of auto liability at $4,568,000, and funding an initial letter of credit at $3,645,029.
Lloyds of London: This contract is for sexual molestation insurance as required by the negotiated services contract with the NYC Department of Education. Coverage limit is $3,000,000 and $250,000 for retention. Annual coverage is $231,250.
Sedgwick: This contract is for a third-party administrator for insurance claims. Estimated cost of $162,166 for one year of service.
Unipro: This contract is for uniforms for all staff, including drivers, attendants, dispatchers, officer workers, mechanics and utility workers. Estimate of $300,000, or $25 per uniform.
EZ Pass: This contract is for use of transponders to pay for tolls. Charges will include posted tolls plus $.50 per month per transponder.
Mansfield Fuel: This contract is for fuel card services, controls, and reporting. Ongoing charges based on operations, with 1% below retail price pass through.
Paycom: This contract is for drug and alcohol testing and driver physical examinations. Projected cost is $565,000, including $78 per test for estimate of $468,000 and $97 per physical for an estimated $97,000.
This resolution required a four-fifths majority of the entire Board for approval. A motion was made by Director Linn and seconded by Director Anantharam to approve the resolution. The resolution was approved unanimously by voice vote.
The final resolution related to the approval of contracts between $20,000 and $100,000 as follows:
Beazley: This contract is for environmental and pollution insurance, including a $5,000,000 limit and $50,000 deductible. Annual cost is $55,774.
Lockton: This contract is for establishment, management, and regulatory filings related to the Corporation’s retirement plan. Estimated cost is $35,000 per year.
Citibank: This contract is for establishment of a letter of credit and escrow fees. Estimate is 0.5% of the $3,645,029 facility, or $18,225.
Humareso: This contract is for additional human resources support and costs $5,000 per month.
Patterson Belknap Webb & Tyler LLP: This contract is for legal representation. Charges estimated at $97,500 before closing of the Reliant acquisition.
Director Linn recused himself from voting on this resolution. A motion was made by Director Anantharam and seconded by Director Gao to approve the resolution. The resolution was approved unanimously by voice vote.
There being no further business before the Board the meeting was adjourned.
Respectfully submitted, Robert W. Linn, Interim Secretary