AGENDA. 1. Resolution of the City University Construction Fund Approving the Minutes of the Meeting of November 4, 2016.

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1 Meeting of the Trustees of the Audit Committee of the City University Construction Fund 205 East 42 nd Street, 7 th Floor, Room 770 November 1, 2017 at 9:00 a.m. AGENDA ACTION ITEMS 1. Resolution of the City University Construction Fund Approving the Minutes of the Meeting of November 4, Resolution of the City University Construction Fund Approving the Annual Certificate for Fiscal Year 2019.

2 Trustees Present: Hon. Brian Obergfell, Chairman Hon. Philip Berry Hon. Marcella Maxwell Minutes of the Meeting of the Trustees of the Audit Committee of the City University Construction Fund 205 East 42 nd Street, 7 th Floor, Room 725 November 4, 2016 at 9:00 a.m. In Attendance: Judith Bergtraum, Executive Director, CUCF Robert Lemieux, Executive Director, Department of Design, Construction & Management, CUNY John Antonelli, Deputy Executive Director, CUCF Matthew Sapienza, Senior Vice Chancellor, Chief Financial Officer, CUNY Gustavo Ordonez, Chief of Staff, FPCM Meghan Moore Wilk, Director of Space Planning, FPCM Donal Farley, Vice Chancellor Emeritus Daniel Rothbaum, Controller, CUCF Nancy Nichols, Special Assistant to the Fund From PKF O Connor Davies: Peter Spiess, Partner Jonathan Zuckerman, Partner Chairman Obergfell called the meeting to order at 9:03 a.m., noting the presence of a quorum. 1. Resolution of the City University Construction Fund Approving the Annual Certificate for Fiscal Year 2018 (No. 2235). Chairman Obergfell called upon John Antonelli, Deputy Director of the City University Construction Fund to explain the item. Mr. Antonelli said he would provide some context for the resolution, before introducing PKF Peter Spiess and Jonathan Zuckerman, partners at the firm of PKF O Connor Davies, who will give a presentation. This resolution seeks to obtain approval for the Annual Certificate. The Annual Certificate is accompanied by the CUCF Fiscal Year 2016 Financial Statements. The Certificate, under Education Law 6274 seeks to project, for the fiscal year ending June 2018, the amount of tuition that will be collected and transferred to the City of New York. Additionally, it projects the cost of administration of the Fund and it displays all the outstanding debt held by DASNY, prior to 2003 when there was capital project bonding. This amounts to about $1 billion in outstanding debt that will become due for payment in future years. Issuances after 2003 are paid by the State of New York (backed by personal income tax) which the Fund does not project.

3 Minutes of the Audit Committee of the City University Construction Fund November 4, 2016 Page 2 The Certificate also projects the amounts that will be transferred to the City University of New York, which provides staffing for approximately 1/3 of the headcount at the Construction Fund. These amounts are projected on a go forward basis. The financials deliver the financial results of the Fund for the past two fiscal years. The financials are submitted as backup to the Certificate. Mr. Antonelli introduced Jonathan Zuckerman and Peter Spiess, Partners from PKF O Connor Davies, the auditing firm. Mr. Zuckerman and Mr. Spiess gave a presentation explaining the process of auditing financial statements for the City University Construction Fund. Mr. Spiess discussed PKF s role with respect to audit responsibilities, governance, audit scope and approach and required statements made to the Board, while also providing comments on internal controls. Mr. Spiess explained that prior to the audit, a planning meeting took place with Mr. Antonelli, Dan Rothbaum, and their assistants, Andy Cheng and Vincent Bilello. At this meeting, they discussed financial results and any potential unusual events that may have occurred during fiscal year PKF s fieldwork commenced on August 1, 2016 with a staff of 3 involved. Based on their audit results, PKF issued three reports: the independent auditors report on financial statements, the auditors communication to those charged with governance and the auditors communication on internal control as it relates to the financial statements; the last two reports are addressed in the handout provided to the Committee. PKF s responsibilities include forming and expressing an opinion about whether the information contained in the financial statements is fairly presented and in accordance with generally accepted U.S. accounting principles (GAAP). Also considered was the internal control environment in determining their audit procedures. Upon conclusion, it is their responsibility to communicate any significant matters that may have come to their attention. Mr. Zuckerman explained CUCF management s responsibilities and required communications. He stated audits are planned to include a risk assessment process. He detailed the review of required communications, communication of internal control, including internal control over financial reporting and tax services provided by PKF. Interviews regarding risk of fraud were conducted with management and executive management. Mr. Spiess reported they found no fraud or any illegal transactions. Mr. Spiess noted that PKF did not encounter any significant difficulties nor did PKF have any disagreements with management. In completion, they stated that although CUCF is a tax exempt organization, CUCF is required to file a Form 990 with the Internal Revenue Service. PKF s tax department has a tax exempt organization group that is in the process of completing the Form 990. PKF noted that a threemonth tax filing extension was filed with the IRS and the CUCF Form 990 will be filed before the February 15 deadline. The auditors asked if there were any questions.

4 Minutes of the Audit Committee of the City University Construction Fund November 4, 2016 Page 3 Chairman Obergfell asked if there were questions. Trustee Philip Berry asked why 2015 cash flow went up by 12.3, but now has gone down 30%. Those swings seem unusual should this trouble us. John Antonelli replied that some swings occur because of a downturn in debt service. Project funds, payments for projects managed by the CUCF, went up approximately $38 million. It is not an area of concern. Mr. Berry asked what the expectation would be in coming years. Mr. Antonelli said construction activity will drive this, and as large projects are taken on, it could be higher. Chairman Obergfell asked if a projected cash flow could be obtained for next year. It was agreed that it could be provided. Ms. Bergtraum stated that in future an explanation of how cash flow is predicted could be provided. Currently in procurement process for 2 contracts worth $100 million each, which would impact cash flow, depending on what fiscal year those were done in. Mr. Berry asked a question about the $1.3 million we cannot collect from a vendor the net position detailed on page 2 of their report: what campus does it concern? Mr. Antonelli stated that this payment used CUCF funds to cover a construction Fund project, in a payment to a vendor. This was for the School of Public Health project, a one time payment made, paid out of CUCF accumulated reserves. Mr. Berry asked Senior Vice Chancellor Matthew Sapienza whether this is an item of concern. Mr. Sapienza said no, that there are funds appropriated for certain projects and sometimes there are expenses not included in those appropriations, so a decision is made to use another funding source. In this case, the CUCF reserves were used. School of Public Health is a high priority project, making sure the school opened on time, making sure that stayed on target. Chairman Obergfell asked if there were further questions about the calendar item under discussion. There being none, he called for the Resolution to be approved. On motion duly made and seconded, the Resolution was approved. There being no further business before the Committee, the meeting was adjourned at 9:27 a.m.

5 Item #2 Resolution No November 1, 2017 RESOLUTION OF THE CITY UNIVERSITY CONSTRUCTION FUND APPROVING THE ANNUAL CERTIFICATE FOR FISCAL YEAR 2019 RESOLVED: That the Board of Trustees of The City University Construction Fund ( the Fund ) approve the Annual Certificate for fiscal year 2019, dated November 1, 2017, in the form attached hereto, and be it further RESOLVED, that the Acting Chairman of the Fund is hereby authorized and directed to execute and deliver the Annual Certificate on behalf of the Fund. EXPLANATION: Pursuant to Section 6274(7) of the New York Education Law, the Fund must submit a financial statement for the preceding fiscal year and a report on its program for the current and next succeeding fiscal years including estimated fees received, costs of administration, and payments due to the Dormitory Authority of the State of New York (collectively, the Annual Certificate ). The Annual Certificate for fiscal year 2019, in accordance with statutory requirements, provides to State and City officials and State legislators the anticipated revenues and expenses of the Fund in connection with the financing of capital projects for the City University through the Dormitory Authority during the fiscal year ending June 30, The Annual Certificate also includes the Fund s audited financial statements for the fiscal year ending June 30, The undersigned hereby certifies that (i) the foregoing is a true and correct copy of the resolution adopted at the regular meeting of the Trustees of the City University Construction Fund held on November 1, 2017; (ii) at such meeting, a quorum of Trustees was present; (iii) the resolution was adopted by the affirmative vote of not less than four Trustees present at such meeting; and (iv) the resolution has not been amended or rescinded since the date of adoption. Date: November 1, 2017 Judith Bergtraum, Executive Director

6 CITY UNIVERSITY CONSTRUCTION FUND 555 W. 57 t h Street, 16 t h Floor, New York, NY November 1, 2017 Honorable Thomas P. DiNapoli Honorable Robert J. Mujica, Jr. Comptroller of the State Director of the Budget of the of New York State of New York Alfred E. Smith Building State Capitol Albany, New York Albany, New York Honorable Dean Fuleihan, Director Honorable Scott M. Stringer Office of Management and Budget Comptroller of the City of New York The City of New York Municipal Building, Room Greenwich Street, 8th Floor 1 Centre Street New York, New York New York, New York Honorable Helene E. Weinstein Honorable Catharine Young Chairperson of the Assembly Ways and Chairperson of the Senate Finance Means Committee Committee State Capitol State Capitol Albany, New York Albany, New York Dear Sirs/Madams: This instrument constitutes the report on the program and activities of the City University Construction Fund (the Fund ), for the fiscal year ending June 30, 2019, and the annual financial statement dated June 30, 2017 submitted pursuant to Section 6274(7) of the New York Education Law, which has not otherwise been amended to date. 1. Instructional and Non-Instructional Fees. On the basis of an estimate provided by The City University of New York (the University ), the Fund estimates that the total amount of instructional and non-instructional fees it will receive for the current fiscal year ending June 30, 2018 will be $1,506.9 million. This amount includes $1,120.6 million collected with respect to the senior colleges and Graduate School and University Center of the University (the senior colleges ) and $386.3 million collected with respect to the community colleges of the University (the community colleges ). For the fiscal year ending June 30, 2019 the University estimates that the total amount of instructional and non-instructional fees the Fund will receive will be $1,506.9 million. This amount includes $1,120.6 million collected with respect to the senior colleges and $386.3 million collected with respect to the community colleges. 2. Cost of Administration. The Fund estimates that its cost of administration in the fiscal year ending June 30, 2019 will be $11,057, Amounts to Become due to the Dormitory Authority. Based upon estimates by the Dormitory Authority of the State of New York ("Dormitory Authority"), the Fund estimates that the total amount to become due to the Dormitory Authority from the Fund for the fiscal year ending June 30, 2019, pursuant to agreements among the Dormitory Authority, the Fund and the University will be Voice: (646) Fax: (646)

7 Honorable Thomas P. DiNapoli et al. November 1, 2017 Page $131,515,713. This amount consists of the following: (a) An aggregate of $116,924,362, payable by the Fund in respect of bonds issued or to be issued under its Dormitory Authority agreements to finance certain of the University s senior college facilities, which sum, in turn, includes: (i) An aggregate of $0 payable in respect of bonds issued under the 1986 City University System Consolidated Revenue Obligation Resolution (the 1986 Resolution ), which consists of: (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of debt service on those bonds, and (y) $0 of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to senior college facilities financed through those bonds; (ii) An aggregate of $27,747,620, payable in respect of bonds issued under the 1990 City University System Consolidated Second General Revenue Obligation Resolution (the 1990 Resolution ), which consists of: (x) $26,874,700 of which $13,437,350 is payable on December 10, 2018, and $13,437,350 is payable on June 10, 2019, in respect of debt service on those bonds, and (y) $872,920 of which $845,813 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $27,107 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to senior college facilities financed through those bonds; and (iii) An aggregate of $0, payable in respect of bonds issued under the 1994 City University System Consolidated Third General Revenue Bond Resolution (the 1994 Resolution ), which consists of: (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of debt service on those bonds, (y) $0, of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to senior college facilities financed through those bonds; and (iv) An aggregate of $0 payable in respect of bonds issued under the 2000 City University System Consolidated Fourth General Revenue Bond Resolution (the 2000 Resolution ), which consists of:

8 Honorable Thomas P. DiNapoli et al. November 1, 2017 Page (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of debt service on those bonds, (y) $0, of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority s administrative expenses attributable to senior college facilities financed through those bonds; and (v) An aggregate of $89,170,742, payable in respect of bonds issued under the 2003 City University System Consolidated Fifth General Revenue Bond Resolution (the 2003 Resolution ), which consists of: (x) $86,096,855 of which $47,670,820 is payable on December 10, 2018, and $38,496,035 is payable on June 10, 2019, in respect of debt service on those bonds; and (y) $3,073,887 of which $2,996,228 is payable on August 1, 2018, $0 is payable on December 10, 2018, and $77,659 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority s administrative expenses attributable to senior college facilities financed through those bonds; and (vi) A total of $0 for a Fixed Swap Payment, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, (vii) A total of $6,000 for an Annual Trustee Fee, of which $0 is payable on August 10, 2018, and $6,000 is payable on June 10, (viii) A total of $0 for an Annual Broker Dealer Fee, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, (b) An aggregate of $14,591,351, payable by the Fund in respect of bonds issued or to be issued under its Dormitory Authority agreements to finance community college facilities, which sum, in turn, includes: (i) An aggregate of $0, payable in respect of bonds issued under the 1986 Resolution, which consists of: (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of the debt service on those bonds, and (y) $0 of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to community college facilities financed through those bonds; (ii) An aggregate of $719,800, payable in respect of bonds issued under the 1990

9 Honorable Thomas P. DiNapoli et al. November 1, 2017 Page Resolution, which consists of: (x) $657,300 of which $328,650 is payable on December 10, 2018, and $328,650 is payable on June 10, 2019, in respect of debt service on those bonds, and (y) $62,500, of which $58,945 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $3,555 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to community college facilities financed through those bonds; and (iii) An aggregate of $0, payable in respect of bonds issued under the 1994 Resolution, which consists of: (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable June 10, 2019, in respect of debt service on those bonds, (y) $0, of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority's administrative expenses attributable to community college facilities financed through those bonds. (iv) An aggregate of $0, payable in respect of bonds issued under the 2000 Resolution, which consists of: (x) $0, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of debt service on those bonds, (y) $0, of which $0 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $0 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority s administrative expenses attributable to community college facilities financed through those bonds. (v) An aggregate of $13,862,051 payable in respect of bonds issued under the 2003 City University System Consolidated Fourth General Revenue Bond Resolution (the 2003 Resolution ), which consists of: (x) $12,464,679 of which $7,491,163 is payable on December 10, 2018 and $4,973,516 is payable on June 10, 2019, in respect of debt service on those bonds, (y) $1,397,372 of which $1,343,571 is payable on August 10, 2018, $0 is payable on December 10, 2018, and $53,801 is payable on June 10, 2019, in respect of that portion of the Dormitory Authority s administrative expenses attributable to community college facilities financed through those bonds. (vi) A total of $0 for a Fixed Swap Payment, of which $0 is payable on December 10, 2018 and $0 is payable on June 10, 2019.

10 Honorable Thomas P. DiNapoli et al. November 1, 2017 Page (vii) A total of $9,500 for an Annual Trustee Fee, of which $0 is payable on August 10, 2018, and $9,500 is payable on June 10, (viii) A total of $0 for an Annual Broker Dealer Fee, of which $0 is payable on December 10, 2018, and $0 is payable on June 10, Of the aggregate amount of $116,924,362 that is attributable to the senior colleges, $116,924,362 is due from the State of New York. Of the aggregate amount of $14,591,351 that is attributable to community colleges, $7,295,676 is due from the State of New York, and $7,295,675 is due from The City of New York. 4. Amounts to Be Transferred to the University and to The City of New York. The Fund, based on the projected lease and/or rental payment requirements provided by the Dormitory Authority will transfer to the Comptroller of the City of New York $131,515,713 for FY The Fund will also transfer $1,506.9 million for FY 2018 and $1,506.9 million for FY 2019 from instructional and noninstructional fees to the City of New York. The administrative expenses of the Fund include personal services and other than personal services costs for employees of the Fund and the Facilities Planning, Construction and Management division of the University. These costs, paid through New York State appropriations, are estimated to total $17,223,000 for FY 2019; of this, the Fund will transfer an estimated $6,166,000 to CUNY. 5. Filing Revised Reports. If, based upon the receipt of revised information from the Dormitory Authority, it appears that the amounts due to the Dormitory Authority set forth in Section 3 will be reduced or increased, or if any other number presented in this report will be materially adjusted upward or downward, the Fund will file an amendment to this report revising such estimated figures to reflect more accurately the adjusted amount. Respectfully submitted, Philip Berry Acting Chairman Enclosures

11 City University Construction Fund Administrative Expenditure Report Budget for FY Description Personnel Services Fiscal Year 2019 Salaries $ 7,025,497 Benefits $ 2,656,667 Admin. $ 780,366 MTA $ 23,886 Total Salaries $ 10,486,416 Operating Expense Professional /Educational $ 92,000 Conference and Meetings $ 125,000 Transportation $ 90,000 Recruitment - Temps $ - Communications $ 94,000 Equipment / Supplies $ 105,000 Consultants / Audit $ 40,000 Insurance $ 25,000 Total Operating Expense $ 571,000 Total Budget $ 11,057,416

12 City University Construction Fund Administrative Expenditure Report For FY Description Fiscal Year 2019 Personnel Services Salaries 7,025,497 Total Salary Expense 7,025,497 Benefits Benefits 2,656,667 Total Benefits 2,656,667 MTA Tax 23,886 Admin. 780,366 Total Payroll 10,486,416 Professional/Educational Professional Assoc. / Licensure 10,000 Professional Training 2,000 Professional Workshops 40,000 Professional Services 40,000 Total 92,000 Recruitment/Temp Service Temp Service - Recruitment - Total - Conference and Meetings CUCF (Office Events, State & City Financial Conferences ) 15,000 FPCM Staff (other) 7,000 DDCM 14,000 SP 6,000 FM 8,000 M/WBE Recruitment 75,000 Total 125,000 Communications Blackberry/Cell Phone 90,000 Courier Service 2,000 UPS & FedEx 2,000 Total 94,000 Equipment/Supplies Office Repairs 30,000 Office F and E 25,000 Office Supplies and Printing 50,000 Total 105,000

13 Description Fiscal Year 2019 Consultants / Audit Audit & Annual Report 40,000 Total 40,000 Transportation Local Transportation (Car Service, Parking and Taxi's, etc.) 10,000 Fleet Parking 60,000 Automobile Maintenance 10,000 Travel Reimbursement 10,000 Total 90,000 Insurance Directors & Officers 25,000 Total Budget 11,057,416

14 City University Construction Fund Budget for Positions FY Number of Positions Total Salary Fringe Benefit MTA Tax Subtotal Adm. Fee Total Construction Management 6 $ 607, $ 230, $ 2, $ 840, $ 67, $ 907, Design 13 $ 1,267, $ 479, $ 4, $ 1,751, $ 140, $ 1,892, Engineering 3 $ 216, $ 82, $ $ 298, $ 24, $ 322, Financial Management 25 $ 2,165, $ 818, $ 7, $ 2,991, $ 240, $ 3,232, Chief of Staff 7 $ 799, $ 302, $ 2, $ 1,105, $ 88, $ 1,193, Sustainability & Energy 3 $ 203, $ 77, $ $ 282, $ 22, $ 304, Space Planning 7 $ 659, $ 249, $ 2, $ 910, $ 73, $ 983, VII 8 $ 608, $ 229, $ 2, $ 839, $ 67, $ 907, Vice Chancellor's Office 3 $ 286, $ 107, $ $ 394, $ 31, $ 425, Projected Salary Adjustment $ 212, $ 79, $ $ 292, $ 23, $ 315, Totals 75 $ 7,025, $ 2,656, $ 23, $ 9,706, $ 780, $ 10,486,416.46

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