NYCSBUS Board of Directors Meeting: 9/21/21
Agenda
NYC School Bus Umbrella Services, Inc. Board of Directors Meeting Agenda September 21, 2021 at 6:30 p.m.
Call to Order
Approval of Minutes from the August 27, 2021 Meeting
Executive Session
Consideration of Resolutions
Adjournment
Resolution to Authorize the Approval of a Collective Bargaining Agreement
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, the Corporation has executed an Asset Purchase Agreement (the “Agreement”) with Reliant Transportation, Inc. (“Reliant); and
WHEREAS, the Corporation must have a collective bargaining agreement with the labor union representing Reliant’s former employees as a condition of closing the Agreement and to continue contributions to relevant pension funds; and
WHEREAS, Reliant’s workforce includes school bus drivers and attendants represented by Division 1181 Amalgamated Transit Union;
NOW, THEREFORE, BE IT RESOLVED, that the form, terms and provisions of the draft Collective Bargaining Agreement between the Corporation and Division 1181 Amalgamated Transit Union 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, authorized and empowered to negotiate, execute and deliver and cause the Corporation to perform its obligations under the Collective Bargaining 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, 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 Collective Bargaining Agreement.
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:
Contracts to be Considered on September 21, 2021
Maintenance/Parts:
300 Below, Inc., $75,000
Atlas Auto Electric & Repairs, $75,000
Hankook Tire America Corp., $75,000
Route 23 Automall, $75,000
Statcom Communications Corp., $50,000
Verizon, $50,000
Airgas USA, LLC, $40,000
Autoclick, $40,000
Barnwell House of Tires, $40,000
Bluetarp/Northern Tool, $40,000
Bridgestone Tires, $40,000
City Store Gates Manufacturing Corp., $40,000
Class C Solutions/Barnes, $40,000
Conney Safety Products, LLC, $40,000
Door Tech Garage Door Service, $40,000
Factory Direct Bus/Bird Bus, $40,000
Guardian Gate Company, Inc., $40,000
J & J Towing, Inc., $40,000
K & G Power Systems, $40,000
Keenkam, $40,000
KM Driveline, Inc., $40,000
Knese Enterprises, Inc., $40,000
Knights Collision Experts, Inc., $40,000
Luz Transportation, $40,000
Master Fire Prevention Systems, Inc., $40,000
Mobile Auto Glass, $40,000
Mondial Automotive, $40,000
Safety-Kleen/Cleanharbor, $40,000
ZEP/Niagara National, $40,000
Rubicon, $20,000
Driver Services:
American Red Cross, $30,000
Administrative/Insurance/Mandated Services:
NYS Insurance Fund, $75,000
Goto Connect, $60,000
Citibank, $50,000
Staples, $40,000
Three Sons Graphics & Design, Inc., $40,000
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:
Contracts to be Considered on September 21, 2021
Maintenance/Parts:
Atlas Carting, $1,200,000
Liberty Fleet & Auto Parts, Inc., $1,200,000
Body Works USA, $750,000
Parts Authority Georgia, LLC, $600,000
Truck and Bus Center, Inc., $300,000
Fleet Charge, $250,000
All Points B.U.S., Inc., $200,000
D & D Auto Works, $150,000
Jets Towing, Inc., $150,000
AA Ace Transmission, Inc., $110,000
Automotive Facility Service, $110,000
Goodyear Tire & Rubber Company, $110,000
Holman Parts Distribution, Inc., $110,000
Roccos Auto Body, $110,000
Driver Services:
NYS DMV LENS, $110,000
Administrative/Insurance/Mandated Services:
Lockton, $6,500,000
FICA, $5,500,000
NYS Department of Labor, $900,000
Patterson Belknap, $300,000
Resolutions
Video
Meeting Minutes
NYC School Bus Umbrella Services, Inc.
Board of Directors Meeting
September 21, 2021, 6:30 p.m.
Via Zoom
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
Neyda Franco-Martinez, 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 August 27, 2021 meeting. A motion was made by Director Anantharam and seconded by Director Franco-Martinez to approve the minutes. The resolution was approved unanimously by voice vote.
The next item on the agenda was executive session to discuss collective bargaining.
After executive session, Chair Siciliano called the meeting back to order. The next item on the agenda was consideration of resolutions. The first resolution authorizes the Chief Executive Officer to execute a collective bargaining agreement with Division 1181 Amalgamated Transit Union, which represents the future drivers and attendants of NYCSBUS. A motion was made by Director Anantharam and seconded by Director Linn to approve the resolution. The resolution was approved unanimously by voice vote.
The second resolution for consideration authorizes the Chief Executive Officer to execute contracts valued between $20,000 and $100,000 as follows:
Maintenance/Parts:
300 Below, Inc., $75,000
Atlas Auto Electric & Repairs, $75,000
Hankook Tire America Corp., $75,000
Route 23 Automall, $75,000
Statcom Communications Corp., $50,000
Verizon, $50,000
Airgas USA, LLC, $40,000
Autoclick, $40,000
Barnwell House of Tires, $40,000
Bluetarp/Northern Tool, $40,000
Bridgestone Tires, $40,000
City Store Gates Manufacturing Corp., $40,000
Class C Solutions/Barnes, $40,000
Conney Safety Products, LLC, $40,000
Door Tech Garage Door Service, $40,000
Factory Direct Bus/Bird Bus, $40,000
Guardian Gate Company, Inc., $40,000
J & J Towing, Inc., $40,000
K & G Power Systems, $40,000
Keenkam, $40,000
KM Driveline, Inc., $40,000
Knese Enterprises, Inc., $40,000
Knights Collision Experts, Inc., $40,000
Luz Transportation, $40,000
Master Fire Prevention Systems, Inc., $40,000
Mobile Auto Glass, $40,000
Mondial Automotive, $40,000
Safety-Kleen/Cleanharbor, $40,000
ZEP/Niagara National, $40,000
Rubicon, $20,000
Driver Services:
American Red Cross, $30,000
Administrative/Insurance/Mandated Services:
NYS Insurance Fund, $75,000
Goto Connect, $60,000
Citibank, $50,000
Staples, $40,000
Three Sons Graphics & Design, Inc., $40,000
A motion was made by Director Anantharam and seconded by Director Linn to approve the resolution. The resolution was approved unanimously by a voice vote.
The third resolution for consideration authorizes the Chief Executive Officer to execute contracts valued above $100,000 as follows:
Maintenance/Parts:
Atlas Carting, $1,200,000
Liberty Fleet & Auto Parts, Inc., $1,200,000
Body Works USA, $750,000
Parts Authority Georgia, LLC, $600,000
Truck and Bus Center, Inc., $300,000
Fleet Charge, $250,000
All Points B.U.S., Inc., $200,000
D & D Auto Works, $150,000
Jets Towing, Inc., $150,000
AA Ace Transmission, Inc., $110,000
Automotive Facility Service, $110,000
Goodyear Tire & Rubber Company, $110,000
Holman Parts Distribution, Inc., $110,000
Roccos Auto Body, $110,000
Driver Services:
NYS DMV LENS, $110,000
Administrative/Insurance/Mandated Services:
Lockton, $6,500,000
FICA, $5,500,000
NYS Department of Labor, $900,000
Patterson Belknap, $300,000
This resolution required a four-fifths majority of the entire Board for approval. A motion was made by Director Anantharam and seconded by Director Gao to approve the resolution. Director Linn recused from voting as it relates to the Patterson Belknap contract. The resolution was approved unanimously
There being no further business before the Board the meeting was adjourned.
Respectfully submitted, Robert W. Linn, Interim Secretary