The College Of New Jersey Board Of Trustees December 4, 2007 Minutes

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The College of New JerseyBoard of TrusteesDecember 4, 20073:00 p.m,201 Loser Hall/l06 Paul Loser HallMinutesPresent: Stacy Holland, Chair; Susanne Svizeny, Vice Chair; Poonam Alaigh;Robert Altman; Brad Brewster; Hazel Gluck; Anne McHugh; Barbara Pelson;Miles Powell; Jenna Klubnick, Student Trustee, Michael Strom, Alternate StudentTrustee; Amanda Norvell, Faculty Representative; Tim Clydesdale, FacultyRepresentative; Lisa McCarthy, Staff Representative; Phil Hernandez, StaffRepresentativeNot Present: Jorge Caballero; Christopher Gibson, Secretary; Bob Kaye; JimmyMcAndrew; Tricia Mueller1.Announcement of ComplianceMs. Holland announced that the requirements of the Open PublicMeetings Act concerning public notice of this meeting had been met.II.Motion to go into closed sessionIt is moved by Ms. Svizeny, seconded by Ms. McHugh, that the Board gointo closed session to discuss personnel actions including FacultyAppointment, Appointment to a Sixth Year with Tenure AY2008-2009;Staff Appointments, Appointments (Temporary), Change of Status,Resignations; One Year Reappointments, Three Year Reappointments; allpending litigation including Pasternack v TCNJ et aI., Cseplo v. TheCollege of New Jersey, Stony Brook Construction v TCNJ et aI., Syska &Hennessy v TCNJ, Travelers Insurance v TCNJ, and anticipatedlitigation; and presidential evaluation, items exempt under the Open PublicMeetings Act.III.Closed SessionIV.Resumption of Public Session/Pledge of AllegianceV.Approval of the Minutes of the October 2,2007 Public MeetingIt was moved by Ms. Svizeny, seconded by Dr. Altman, that the minutesbe approved. The motion carried unanimously.

VI.Report of the PresidentDr. Gitenstein gave her report.VII.Report of the Board OfficersMs. Holland gave a presentation on the responsibilities and work of theBoard.VIII.Report of the Trustee member of the TSC CorporationMr. Heuring gave the report for Mr. Gibson.IX.Report ofthe Trustee member of the TCNJ FoundationMr. Marcy gave the report for Mr. Kaye.X.Report ofthe Trustee Liaison to the New Jersey Association of StateColleges and UniversitiesThere was no report given.XI.New BusinessA. Report of the Executive CommitteeMs. Holland reported for the committee.1. Personnel Actionsa. Faculty - Appointment, Appointment to a Sixth Year with TenureAY2008-2009 - Attachment AIt was moved by Ms. Gluck, seconded by Ms. Svizeny, that theresolutionbe approved. The motion carried unanimously.b. Staff-Appointments, Appointments (Temporary), Change ofStatus, Resignations, One Year Reappointments, Three YearReappointments - Attachment BIt was moved by Ms. Svizeny, seconded by Ms. Gluck, that theresolution be approved. The motion carried unanimously.B.Report of the Academic Affairs CommitteeDr. Alaigh reported for the committee.C. Report of the Student Life and Enrollment Management Committee2

Dr. Altman reported for the committee.D. Report ofthe Audit, Risk Management and Compliance CommitteeMs. McHugh reported for the committee.1.Resolution Approving Waivers of Advertising for CollegeBusiness Purposes (Audit, Risk Management and ComplianceCommittee) - Attachment CIt was moved by Ms. Svizeny, seconded by Dr. Altman, theresolution be approved. The motion carried unanimously.E. Report of the Finance and Investment CommitteeMs. Svizeny reported for the committee.1. Resolution Concerning the Submission of the Fiscal Year 2009State Budget Request - Attachment DIt was moved by Mr. Brewster, seconded by Dr. Altman,the resolution be approved. The motion carried unanimously.2. Resolution Approving a Debt Management Policy - Attachment EIt was moved by Ms. McHugh, seconded by Mrs. Pelson, that theresolution be approved. The motion carried unanimously.3. Resolution Approving an Interest Rate Swap Policy - AttachmentFIt was moved by Dr. Altman, seconded by Ms. McHugh, that theresolution be approved. The motion carried unanimously.4. Resolution Approving Waivers of Advertising for CollegeBusiness Purposes (Finance and Investment) - Attachment GIt was moved by Mr. Brewster, seconded by Ms. Gluck, that theresolution be approved. The motion carried unanimously.F. Report of the Building and Grounds CommitteeMs. Svizeny gave the report for Mr. Gibson.1. Resolution Approving Waivers of Advertising for CollegeBusiness Purposes (Buildings and Grounds) - Attachment HIt was moved by Ms. Gluck, seconded by Ms. McHugh, that theresolution be approved. The motion carried unanimously.3

2.Resolution Approving Waivers of Advertising for ConstructionContracting Purposes - Attachment IIt was moved by Mr. Brewster, seconded by Dr. Altman, that theresolution be approved. The motion carried unanimously.XII.AdjournmentThe following resolution was moved by Ms. Svizeny, seconded by Dr.Altman. The motion carried unanimously.BeltResolved:BeltFurtherResolved:That the next public meeting of The College of New JerseyBoard of Trustees will be held on Tuesday, February 26,2008 at a time and location to be announced.That this meeting be adjourned.Respectfully submitted,d-hl(6 Gib ', ChrisSecretary4

Attachment APage 1 oflAppointments - FacultyAnthony ZoccolilloPsychologyAssistant ProfessorFull-Time TemporaryEffective: January 19, 2008To A Sixth Year With Tenure AY2008-2009JeffreyEricksonDecember 4, 2007BiologyAssistant Professor

Attachment BPage 1 of5New Appointments - StaffMatthew BonomoCampus Construction.Project Specialist N26Effective: November 5, 2007Cecila ColbethEnglishProgram AssistantEffective: October 13,2007Christine KuchaAdmissionsProgram AssistantEffective: November 10, 2007Thomas MahoneyOffice of the General CounselGeneral CounselEffective: November 24, 2007Karen PatersonPublic AffairsProgram AssistantEffective: October 22, 2007Mary SandersPublic AffairsProfessional Services Specialist 4Effective: October 27, 2007New Appointments - Staff (Temporary)Crystal SmithCollegeboundManaging Assistant Director 2Effective: September 19, 2007 to June 30, 2008Stephanie LivingstonCollegeboundProgram AssistantEffective: September 19,2007 to June 30, 2008Amanda Winfield-SummielRecords and RegistrationProject Specialist N18Effective: October 13, 2007December 4, 2007

Attachment BPage 20fSChange in Status - StaffDana BrownFrom: Academic AffairsExecutive Assistant 7To: Development & Alumni AffairsProfessional Services Specialist 3Effective: October 13, 2007Resignations - StaffAnn DeGennaroCenter for Academic SuccessDirector 2Effective: November 7, 2007Genevieve PerkinsAuxiliary ServicesProfessional Services Specialist 4Effective: September 7, 2007Megan SantosussoEnglishProgram AssistantEffective: September 15, 2007Frank ValentiIT and Enrollment Support ServicesProject Specialist N24Effective: September 15, 2007Nicole VitelliResidential Education and HousingProfessional Services Specialist 4 - 10 monthEffective: October 27,2007Emeriti - StaffRichard DellAthleticsEffective: September 2, 2007William GibbsGrounds & Landscape ServicesEffective: November 1, 2007Walter LankfordNetwork and Technical ServicesEffective: September 29,2007December 4, 2007

Attachment BPage 3 ofSOne Year Reappointments Staff (Effective July 1,2008 to June 30, 2009)Hue-SunAhnPsychological Counseling ServicesProfessional Serv Specialist 2-IOmonthElizabeth AlcaroRecords and RegistrationProfessional Services Specialist 3Alan BowenNetwork and Technical ServicesProfessional Services Specialist 3Rebecca BreeseAdmissionsProfessional Services Specialist 4Norma BrownNursingProfessional Services Specialist IMatthew CesariNetwork and Technical ServicesProfessional Services Specialist 3Sarah CunninghamArt GalleryProfessional Services Specialist 3-IOmonthJohn D'AmicoNetwork and Technical ServicesProfessional Services Specialist 3Lisa DeMarsicoGraduate StudiesProfessional Services Specialist 4Michael DennisStudent Financial AssistanceProfessional Services Specialist 3Leon DuminiakChemistryProfessional Services Specialist 3Kevin FayAdmissionsProfessional Services Specialist 4Lyle FultonPublic AffairsProgram AssistantDean GlusAthleticsProfessional Services Specialist 3Mary GoldschmidtEnglishAssistant Director IDecember 4, 2007

Attachment BPage 4 of5One Year Reappointments Staff (Effective July 1,2008 to June 30, 2009) - continuedDonna GreenDevelopment and Alumni AffairsProgram Assistant.Philip HernandezResidential Education and HousingProfessional Services Specialist 4-1OmonthMelanie HindsResidential Education and HousingProfessional Services Specialist 4-1OmonthMary HoppsWomen In Learning and LeadershipAssistant Director 3Philip JenningsAthleticsProfessional Services Specialist 3Jamal JohnsonAdmissionsProfessional Services Specialist 4Mark KalinowskiMusicProfessional Services Specialist 4Patricia KarlowitschSchool of BusinessProfessional Services Specialist 4John KuiphoffEnterprise ApplicationsProfessional Services Specialist 3HelenKullBiologyProgram AssistantWesley LaBarRecords and RegistrationProfessional Services Specialist 4Michael MenschUser Support ServicesProfessional Services Specialist 3Belinda MichaelDevelopment and Alumni AffairsProgram AssistantKatherine MikloszAdmissionsProfessional Services Specialist 4Eric MobleyAthleticsProfessional Services Specialist 3December 4, 2007

Attachment BPage 5 of 5One Year Reappointments Staff (Effective July 1,2008 to June 30,2009) - continuedLisa MondayStudent CenterProfessional Services Specialist 4Rasheed MuseDevelopment and Alumni AffairsProfessional Services Specialist 4Kellie PerkowskyResidential Education and HousingProfessional Services Specialist 4-1 OmonthPaula RaineyLibraryProgram AssistantJames SlizewskiRecords and RegistrationProfessional Services Specialist 4Brunelle TellisPsychologyProgram AssistantMichael WehrleUser Support ServicesProfessional Services Specialist 3Emily WeissPublic AffairsAssistant Director 3Three Year Reappointments Staff (Effective July 1, 2008 to June 30, 2011)Christopher LartheyUser Support ServicesProfessional Services Specialist 3Susan O'ConnorMusicProgram AssistantKevin PotucekCommunication StudiesAssistant Director 2December 4, 2007

Attachment CPage 1 of 1Resolution Approving WaiversOf AdvertisingFor College Business PurposesAudit, Risk Management and ComplianceWhereas:State College Contracts Law permits waivers of advertising for specified purchasesin excess of 28,300, andWhereas:The Law provides that such waivers shall be approved by The College of New JerseyBoard of Trustees, andWhereas:Waiver requests have been reviewed and are recommended by the Audit, RiskManagement and Compliance Committee, a subcommittee of The College of NewJersey Board of Trustees,Now, Therefore,Be It Resolved:The College of New Jersey Board of Trustees approves waivers to the followingvendors for purposes as designated herein:PURPOSEFUNDINGSOURCEKPMGLLP 114,500.00Audit EngagementCollege Operating with Charge backs to Functional UnitsMargolis & Associates, LLC 116,325.00Security & Safety ConsultantE & G Operating ReservesHousing Operating ReservesVENDORDecember 4, 2007

Attachment DPage 1 of 1The College of New JerseyResolution Concerning Submission of theFY 2009 Budget RequestTotaling 192,663,000Whereas:Under P.L. 1994, CA8, The College of New Jersey Board ofTrustees has the power and duty to "Submit a request for statesupport to the Office of Management and Budget in theDepartment of Treasury and to the Commission on HigherEducation in accordance with the provisions of the law;" andWhereas:This budget request must be submitted in accordance withplanning guidelines promulgated by the Office of Management andBudget; andWhereas:The Treasurer has reviewed with the Finance and InvestmentCommittee of The College of New Jersey Board of Trustees theFY 2009 operating budget request prepared in accordance with theFY 2009 Office of Management and Budget planning guidelines;andWhereas:The Finance and Investment Committee of the Board hasrecommended its approval.Therefore, BeIt Resolved:December4, 2007That the Board of Trustees approves the FY 2009 operating budgetrequest of 192,663,000 of which 45,750,000 would be stateappropriations.

THE COLLEGE OF NEW JERSEYFY 2009 BUDGET REQUESTPROJECTED INCOMETUITION AND FEESAPPROPRIATIONFRINGEGENERAL SERVICE FEERESIDENCE LIFESTUDENT CENTERSUMMER SCHOOLCOLLEGE SELF SUPPORTING ACCOUNTSSPECIAL FUNDS REVENUE (Federal & Private Grants)MISCELLANEOUS INCOMETOTAL 50,0003,560,0002,800,0004,304,0003,577,000575,000 192,663,000APPROPRIATION2008 BASE APPROPRIATIONADDITIONAL BUDGET INITIATIVES:AUTHORIZED STATE POSITIONS (Number of Lines - No Dollars)CAMPUS SECURITY ENHANCEMENTSSCHOLARSHIP FUNDINGBONNER CENTER FOR CIVIC & COMMUNITY ENGAGEMENTTOTAL APPROPRIATION REQUEST37,040,000o3,314,0003,396,0002,000,000 45,750,000

Attachment EPage 1 of 1The College of New Jersey Board of TrusteesResolution Approving A Debt PolicyWhereas:The Higher Education Restructuring Act of 1994 grants The College ofNew Jersey Board of Trustees the authority to borrow money for theneeds of the College, and;Whereas:All debt incurred by the College will be issued pursuant to resolutionsapproved by the Board of Trustees, and;Whereas:The purpose of the Debt Policy is to provide a basis for prudent use ofdebt to finance capital projects, and:Whereas:The Debt Policy outlines the guiding principles for the issuance andmanagement of debt to facilitate the College's achievement of itsstrategic goals, and;Whereas:The attached Debt Policy has been reviewed by the Finance andInvestment Committee.Therefore,BeltResolved:December 4, 2007That The College of New Jersey Board of Trustees hereby approves theattached Debt Policy, and charges the Finance and InvestmentCommittee with reviewing the policy regularly and recommending anymodifications to the full Board for consideration.

The College of New Jersey.Debt Policy and GuldellnesOverviewThe purpose of the Debt Management Policy is to provide a basis for prudent use of debt tofinance capital projects, facilitating the College's achievement of its strategic goals. Thispolicy defines debt to include all short and long term obligations that have the effect ofcommitting the College to future payments.Major debt issuance via tax-exempt bonds should relate in timing and amounts to theapproved Capital Plan. The Capital Plan is intended as a comprehensive statement of majorcapital work with a general plan of finance. The Plan encompasses the total cost of capitalactivity, including any new operating costs associated with such capital costs. The goal ofmanagement and trustees over the strategic horizon is for all costs in the plan, both capitaland operating to be met from identified internal and external funds sufficient to protect theoperating budget from significant impact.PrioritiesProjects will be prioritized if they meet one or more of the following: Core Mission Test. The project ties to the core mission Risk &duction Test: The project is considered critical in terms of life/safety or isnecessary to comply with environmental or legal standards. Prudence Test: The project is held to be essential for maintenance and upkeep atagreed-upon levels. Se!fsufficienry Test: The project can generate significant revenues to cover the capitaland associated operating costs. Savings Test: Debt issuance can provide for budgetary savings.Financing Alternatives1. College tax-exempt debt2. NJ State Capital Bonds3. Capital Fund Raising4. TCNJ Capital Reserves5. Taxable Debt6. Alternative Funding Opportunities (partnerships)AuthorityThe College of New Jersey issues bond debt through The NewJersey Educational FacilitiesAuthority (EFA). EFA was created in 1968 to help public and private colleges anduniversities in New Jersey finance the construction, improvement, acquisition andrefinancing of various capital projectsAll debt incurred by the College will be issued pursuant to resolutions approved by theBoard of Trustees and in accordance with the laws of the State of New Jersey (HigherEducation Restructuring Act of 1994). Before any debt can be issued, the College must

Debt Policy and Guidelinesobtain an opinion from bond counsel that the issue complies with applicable State andfederal laws. The College will also receive the necessary approvals from the New JerseyState Legislature.Useful LifeDebt must be related to useful life of asset financed, including conformance with any IRSrules governing useful life calculations in tax-exempt issuance when appropriate.Structure of DebtInterest Rate SwapsThe College will consider the use of interest rate swaps and other interest rate riskmanagement tools after carefully evaluating the risks and benefits of any proposedtransaction in accordance with the College's Interest Rate Swap Policy. By using swaps in aprudent manner, the College can take advantage of market opportunities to minimizeexpected costs and manage interest rate risk.Variable Rate DebtVariable rate debt allows the College greater diversification in its debt portfolio as well asreduces its overall interest costs. However, the use of variable rate debt increases interestrate risk that the College must consider as the interest rate is subject to market fluctuationsand tax riskFixed Rate DebtIn low interest rate environments, the College should consider ways to lock in low fixedrates, through conversions, fixed rate debt issuance, and either traditional or syntheticrefunding.In high interest rate environments, the College should consider ways to increase variable ratedebt exposure and evaluate other alternatives that will allow the College to reduce its overallcost of capital.In general, the College should maintain its flexibility and continuously review new productsand opportunities to allow it to take advantage of changing interest rate environments andnew products or approaches as they become available.Taxable DebtThe College may use taxable debt for those projects that have an intended use or othercharacteristics that preclude the use of tax-exempt debt. The College will strive to allocateits available resources among its various capital projects to minimize or eliminate the need toissue taxable debt, thereby minimizing the cost of capital. Any use of taxable debt wouldrequire a separate resolution by the Board of Trustees approving such issue.SecurityThe preferred security structure is a general obligation of the institution. Stand-alone revenuebonds, bond insurance or other alternatives may be considered, but only when the non financial benefits are held to outweigh any incremental financial costs.Total Risk Approach2

Debt Policy and GuidelinesIn considering the use of a given financing instrument or bond structure, staff and trusteeswill consider the total risk profile presented by different alternatives. Factors to considerinclude: Financial risks, such as the variability of interest rates within context of institution'scash flow and balance sheet: Legal risks, such as the impact of bond covenants on future activity; and Operating risks, such as certainty of revenue stream event or operational risks.Bond RatingsThe College should manage the overall debt level in order to provide appropriate access tocapital and to maintain a credit rating deemed acceptable by the Board of Trustees. Theminimum target underlying rating for a College bond issue is the single "A" category by themajor rating agencies.The decision to issue additional debt should be primarily focused on the strategicimportance of the new facility and not solely on the potential impact of a change in creditratings. In addition, the College will need to analyze its ability to service any additional debtwithout adversely impacting operating budgets.Refunding TargetsThe College will monitor its debt portfolio for refunding and/or restructuring opportunities.Advance refunding transactions must weigh the current opportunity against possible futurerefunding opportunities. Since there are limitations on the number of allowable re financings, it is important to use re-financing opportunities wisely. In evaluating refundingopportunities, the College will consider the value of the call option to be exercised, includingthe amount of time to the call date and the amount of time from the call date to maturity. Ingeneral, the College will consider refinancing when a current or advanced refunding of debtprovides a net present value savings of at least three percent.Financial RatiosFinancial discipline is a critical component of long-term debt management and therefore alimited number of ratios should be used to monitor the College's debt capacity and debtaffordability. These ratios should be consistent with those used in the capital markets and bymajor credit rating agencies. At the end of each fiscal year, the ratios will be evaluated andcompared to appropriate industry medians at specific rating levels.The following ratios will be calculated using the audited financial statements and reportedannually and on a pro forma basis when new debt is issued, and will be revised to reflect anychanges in the capital markets and accounting standards:1. Actual Debt Service Coverage ex)Measures the actual margin of protection for annual debt service payments fromannual operations. A higher ratio means that the College has a net revenue streamavailable to meet its debt burden should economic conditions change.3

Debt Policy and Guidelines2. Peak Debt Service to Operations (%)Measures the ability to pay the maximum debt service associated with all outstandingdebt and the potential impact on the future operating budgets.3. Debt to Cash Flow (x)Measures total debt outstanding compared to the College's annual operating cashflow. A lower ratio means more cash is available to cover the outstanding debt.4. Operating Margin (%)Measure the institution's capacity to maintain fiscal balance. Positive operatingmargins provide greater cushion for debt service and operational flexibility.5. Expendable Resources to Debt (x)Measure the coverage of the outstanding debt by financial resources that areultimately expendable. A higher ratio means more funds are available to cover debt.6. Expendable Resources to Operations (x)Provides a snapshot of financial strength and flexibility by indicating how long theCollege could function using its expendable reserves without relying on additionalresources.Economies of ScaleDebt financings will be coordinated to the extent practical so that multiple projects needsmay be accommodated in a single borrowing, thereby increasing the efficiency of the debtissuance. Since many issuance costs do not vary with the size of a borrowing, a large bondissue increases the efficiency of the financing by spreading fixed costs over greater numberof projects.Reporting RequirementsThe Annual Financial Report (audited financial statements), prepared by the College andpresented to the Board of Trustees, will discuss the status of all outstanding bond and noteindebtedness. The financial statements presented to the Board provide detailed informationon the College's outstanding bonds and notes including, by series, the amounts outstanding,interest rates, maturities, summary of the changes in outstanding indebtedness, theassociated debt service requirements and fiscal year to date valuation of any related swap.Continuing DisclosureThe College will provide updated financial information and operating data and timely noticeof specified material events to each nationally recognized municipal securities informationrepository and any State information depository, pursuant to the continuing disclosurerequirement of each bond issue.This policy will be reviewed annually by the Finance and Investment Committee of theBoard of Trustees to ensure financial and operational flexibility.4

Attachment FPage Lof lThe College of New Jersey Board of Trustees ResolutionApproving an Interest Rate Swap PolicyWhereas:The College of New Jersey issues tax exempt bonds through the NewJersey Educational Facilities Authority (the "Authority") and maysimultaneously enter into interest rate swap agreements, andWhereas:Any interest rate swap must be authorized by the Board of Trustees of theCollege of New Jersey evidenced by a board resolution, andWhereas:Interest rate swap agreements are used to take advantage of marketopportunities to reduce borrowing costs and interest rate risk on taxexempt debt, andWhereas:Interest rate swap agreements must be tied directly to the College's debtinstruments and shall not be used for speculative purposes, andWhereas:The Interest Rate Swap Policy outlines the principles associated with theexecution and continued monitoring of the swap agreement, andWhereas:The Treasurer will present a Swap Monitoring Report to the Finance andInvestment Committee of the Board of Trustees on a quarterly basis, andWhereas:The attached Interest Rate Swap Policy has been reviewed by the Financeand Investment Committee.Therefore,BeltResolved:December 4, 2007That The College of New Jersey Board of Trustees hereby approves theattached Interest Rate Swap Policy and charges the Finance andInvestment Committee to review the Policy annually and recommend anysuggested updates to the Board of Trustees for approval.

The College of New JerseyInterest Rate Swap PolicyTABLE OF CONTENTSA.GENERAL1)2)FEATURES OF THE AGREEMENTSB.1)2)3)4)5)6)7)8)C.PurposeLegality / ApprovalForm ofAgreementsTerms of Agreements Relating to Interest Rate SwapsQualified CounterpartiesMethods of Soliciting and Procuring SwapsCounterparty ExposureTerm and Notional AmountPledging of CollateralProhibited AgreementsEVALUATION AND MANAGEMENT OF THE AGREEMENTS1)2)EvaluationInterest Rate RiskBasis RiskTermination RiskCounterparty RiskCredit RiskLiquidity RiskTax riskMonitoring3)Updates to the Policy4)Terminating AgreementsOptional TerminationMandatory TerminationD. DISCLOSURE AND FINANCIAL REPORTING1)Reporting to Finance & Investment Committee of the Board of Trustees2)Continuing Disclosure

Interest Rate Swap PolicyA.GENERAL1. PurposeThis policy will govern the use by The College of New Jersey (fCNJ) of interest rate swaptransactions for the purpose of either reducing the cost of existing or planned tax exempt debt,or to hedge the interest rate of existing or planned tax exempt debt. By using swaps in a prudentmanner, TCNJ can take advantage of market opportunities to reduce costs and reduce interestrate risk. The use of swaps must be tied directly to TCNJ debt instruments. TCNJ shall notenter into swap transactions for speculative purposes.2. Legality/ApprovalPrior to entering into any swap agreement, the College must receive:B. An opinion acceptable to the market from a nationally recognized law finn that theagreement is a legal, valid and binding obligation of the counterparty and that entering intothe transaction complies with applicable law. An opinion from its Swap Advisor in connection with the agreement to the effect that theterms and conditions of such agreement represent fair market value for such transaction asof its date. Approval from the Board of Trustees evidenced by a board resolution authorizing the swap.FEATURES OF THE AGREEMENTS1. Form of AgreementsGenerally, each new Swap Agreement shall contain terms and conditions as set forth in theInternational Swaps and Derivatives Association, Inc. (ISDA) Master Agreement. Eachagreement shall also include terms specifying the amount and timing of payments, maturity,security, collateral, defaults, remedies, termination and such other terms, conditions, provisionsand safeguards as the College, in consultation with the New Jersey Educational FacilitiesAuthority (NJEFA), legal counsel and Swap Advisor, deems necessary or desirable.2. Terms of Agreements Relating to Interest Rate SwapsThe terms of any Swap should refer to the following guidelines: Downgrade provisions triggering terminations shall in no event be worse for the Collegethan those affecting the counterparty. Governing law will be the laws of the State of New Jersey.2

Interest Rate Swap Policy The specified indebtedness related to cmlit evtlllJ in any agreement should be narrowly definedand should refer only to indebtedness of the College that could have a materially adverseeffect on the College's ability to perform under the swap. Collateral thresholds for the swap provider should be set on a sliding scale reflective ofcredit ratings, size and directional market risk of the transaction. Collateral requirementsshould be established and based upon the credit ratings of the counterparty or guarantor. Eligible collateral should generally be limited to U.S. Treasury securities and obligations ofFederal Agencies. The College (but not counterparty) should generally have the right to optional terminationof an agreement at "market", at any time over the term of such agreement. Termination value should be set by utilizing Market Quotation, Second Method, unless theCollege in consultation with NJEFA deems an alternate method is appropriate.3. Qualified CounterpartiesThe College shall not enter into an agreement with a counterparty that does not have (1) (a) ageneral credit rating of at least "A1" or "A " from one of the nationally recognized statisticalrating organizations, as recognized by the Securities and Exchange Commission, or (b) asubsidiary rated "AAA" by at least one nationally recognized statistical rating organization, (2) aminimum capitalization of at least 100 million and (3) a demonstrated record of successfullyexecuting municipal swap transactions. For each swap agreement, NJEFA shall determinewhether to require a higher credit standing from qualified counterparties, after consultation withthe College and its swap advisor.In addition to the rating criteria specified above, the College, where appropriate, will seekadditional credit enhancement and safeguards in the form of: Contingent credit support or enhancement; Collateral consistent with the policies enumerated above; Ratings downgrade triggers; or

The College of New Jersey . Board of Trustees . December 4, 2007 . 3:00 p.m, 201 Loser Hall/l06 Paul Loser Hall . . Admissions Program Assistant Effective: November 10, 2007 : Office of the General Counsel . Melanie Hinds . Mary Hopps . Philip Jennings . Jamal Johnson . Mark Kalinowski . Patricia Karlowitsch . John Kuiphoff .