Bill Text: NY S06372 | 2019-2020 | General Assembly | Amended
Bill Title: Establishes the "Gateway Development Commission Act" which enables such commission to facilitate a passenger rail project between Penn Station, Newark, New Jersey and Penn Station, New York, New York.
Spectrum: Partisan Bill (Democrat 2-0)
Status: (Passed) 2019-07-22 - signed chap.108 [S06372 Detail]
Download: New_York-2019-S06372-Amended.html
STATE OF NEW YORK ________________________________________________________________________ 6372--A 2019-2020 Regular Sessions IN SENATE June 6, 2019 ___________ Introduced by Sen. COMRIE -- read twice and ordered printed, and when printed to be committed to the Committee on Rules -- committee discharged, bill amended, ordered reprinted as amended and recommitted to said committee AN ACT establishing the "Gateway Development Commission Act"; to amend the transportation law, in relation to creating the gateway develop- ment commission; and providing for the repeal of such provision upon expiration thereof The People of the State of New York, represented in Senate and Assem- bly, do enact as follows: 1 Section 1. Short title. This act shall be known and may be cited as 2 the "Gateway Development Commission Act". 3 § 2. Gateway Development Commission. 1. Legislative findings and 4 intent. (a) The Legislature finds and declares that: the state of New 5 Jersey and the state of New York and their respective citizens share a 6 common concern to preserve the functionality and strengthen the resili- 7 ency of long-distance and commuter rail infrastructure between New 8 Jersey and New York, including passenger rail infrastructure owned, 9 controlled, or utilized by the National Railroad Passenger Corporation, 10 also known as "Amtrak"; the two states and their respective citizens 11 share the benefits of existing interstate passenger rail infrastructure 12 between the two states, including the existing North River Tunnels; 13 interstate passenger rail service and infrastructure is vital to the 14 economies of New Jersey and New York; that, because of the passage of 15 time and damage caused by natural disasters, both states recognize the 16 existing interstate passenger rail infrastructure, including the exist- 17 ing North River Tunnels, is at risk of system failures that could result 18 in prolonged service disruptions that would severely damage the econo- 19 mies of the two states and many other participants in the economy of the 20 Northeast Corridor; both states recognize the urgent need to undertake 21 projects necessary to create passenger rail capacity under the Hudson EXPLANATION--Matter in italics (underscored) is new; matter in brackets [] is old law to be omitted. LBD13164-07-9S. 6372--A 2 1 River, rehabilitate passenger rail infrastructure, maintain current 2 levels of long-distance and commuter rail service between the two states 3 and provide additional reliability, safety and security; the citizens of 4 both states will share the benefits of expanded capacity and rehabili- 5 tated passenger rail infrastructure between the two states; and there 6 has been a long history of cooperation among state and local govern- 7 mental entities, Amtrak, and various private organizations and individ- 8 uals in the two states to ensure the preservation of a variety of 9 passenger rail service options. 10 (b) The legislature therefore determines that there is a need to 11 endorse and formalize that bi-state cooperative effort to help ensure 12 that the functionality of long-distance and commuter rail infrastructure 13 between New Jersey and New York and thence throughout the Northeast 14 Corridor, is preserved and maintained for the benefit of the economy of 15 New Jersey and New York and for the well-being of present and future 16 generations of citizens in both states; and that the creation of a 17 bi-state commission that shall be a body corporate and politic estab- 18 lished by the state of New Jersey and the state of New York, acting in 19 the public interest and exercising essential governmental functions, is 20 an appropriate means to accomplish these very important goals and is not 21 intended to impair, limit, diminish, or otherwise affect any right, 22 power, or jurisdiction of the United States of America or any depart- 23 ment, branch, agency, court, bureau, or other instrumentality thereof 24 with respect to any matter, or grant or confer any right or power on 25 such bi-state commission, or any officer or trustee thereof, to regulate 26 commerce between the states. 27 (c) It is the intention of the legislature that the commission so 28 created constitute an institution which has been established by the 29 states to effectuate a public purpose and is therefore eligible to apply 30 for financial assistance from the United States government, including 31 the agencies thereof. 32 2. Definitions. Except where different meanings are expressly speci- 33 fied in subsequent provisions of this section, the following terms shall 34 have the following meanings: 35 (a) "Act" means the Gateway Development Commission act. 36 (b) "Amtrak" means the National Railroad Passenger Corporation, a 37 corporation organized under 49 U.S.C. § 24101 et. Seq. and the laws of 38 the District of Columbia. 39 (c) "Board" means the board of commissioners of the commission. 40 (d) "Commission" shall mean the gateway development commission which 41 is established pursuant to this act. 42 (e) "Facilitate" means the planning, designing, financing, acquisi- 43 tion, development, redevelopment, expansion, construction, recon- 44 struction, replacement, approval of works, lease, leaseback, licensing, 45 consigning, asset management, optimization, rehabilitation, repair, 46 alteration, improvement, extension, management, ownership, use and 47 effectuation of the matters described in this act. "Facilitation" shall 48 have a concomitant meaning. 49 (f) "Full Funding" means the sum of commitments to fund, from sources 50 deemed by the Commission to be creditworthy, plus Commission cash-on- 51 hand, plus any institution of a tariff or an agreement to impose user 52 fees not subject to further approvals (if any), plus such other sources 53 of funding deemed certain to be available as and when required, found by 54 the Commission to be sufficient to facilitate the project or a discrete 55 component thereof which is beneficial to the public.S. 6372--A 3 1 (g) "Meeting" means any gathering, whether corporeal or by means of 2 communication equipment, which is attended by, or open to, the Board, 3 held with the intent, on the part of the commissioners present, to act 4 as a unit upon the specific public business of the Commission. "Meeting" 5 does not mean a gathering (i) attended by less than a quorum of commis- 6 sioners; (ii) in which the board is engaged in ordinary course super- 7 vision of Commission staff; (iii) in which consideration of Commission 8 business matters are informally discussed without the intent or effect 9 of effectuating any action of the Commission; or (iv) attended by or 10 open to all the members of three or more similar public bodies at a 11 convention or similar gathering. 12 (h) "Project" means a passenger rail transportation project between 13 Penn Station, Newark, New Jersey and Penn Station, New York, New York 14 currently referred to as the "Gateway Program" consisting of: 15 (i) phase one of the Project including: the replacement of the exist- 16 ing Portal Bridge; the construction of a tunnel connecting the states of 17 New York and New Jersey and the completion of certain ancillary facili- 18 ties including construction of concrete casing at Hudson Yards in 19 Manhattan, New York; the rehabilitation of the existing North River 20 Tunnels; all Projects necessary to connect the aforesaid Projects to the 21 contiguous Amtrak Northeast Corridor Facilities; and 22 (ii) phase two of the Project including: the Portal South Bridge 23 Project; the Sawtooth Bridge replacement Project; the Secaucus Loop 24 Project; the Secaucus Junction renovation and expansion Project; and the 25 Penn Station South Project, and other related Projects, but only if such 26 phase two projects are authorized pursuant to a memorandum of under- 27 standing between the Governor of New York, the Governor of New Jersey 28 and Amtrak. 29 (i) "Public business" means matters which relate in any way, directly 30 or indirectly, to the performance of the functions of the commission or 31 the conduct of its business. 32 3. Creation of the Commission; purposes. There is hereby created the 33 Gateway Development Commission, a body corporate and politic established 34 by the state of New Jersey and the state of New York, which shall be 35 deemed to be acting in the public interest and exercising essential 36 government functions in taking action hereunder and which shall be a 37 public authority and a government sponsored authority. The purposes of 38 the Commission shall include the following: 39 (a) Facilitate the Project; 40 (b) Coordinate activities of governmental entities, Amtrak, and 41 private entities providing assistance to the Project or otherwise regu- 42 lating the Project, with a view to achieving full funding, and encourage 43 and enable such parties to participate in the effectuation of the 44 Project; 45 (c) act as a coordinating agency to arrange for cooperation among the 46 federal government, the state of New Jersey, any local government there- 47 of, the state of New York, any local government thereof, any agency, 48 instrumentality, department, commission, or authority of any one or more 49 of the foregoing, any bi-state agency, Amtrak, any individual or private 50 firm, entity or corporation, or with any one or more of them (including 51 by contract among the parties), for and in connection with the Facili- 52 tation of the Project for any of the purposes of this act, and to enter 53 into an agreement or agreements (and from time to time to enter into 54 agreements amending or supplementing the same) with the federal govern- 55 ment, the state of New Jersey, any local government thereof, the state 56 of New York, any local government thereof, any agency, instrumentality,S. 6372--A 4 1 department, commission, or authority of any one or more of the forego- 2 ing, any bi-state agency, Amtrak, any individual or private firm, entity 3 or corporation, or with any one or more of them, for or relating to such 4 purposes, including but not limited to agreements with respect to finan- 5 cial assistance, loans, grants or any other funding as may be available 6 for the Project. The Commission is hereby intended to qualify for, 7 authorized, and empowered to apply for and accept, financial assistance, 8 loans, grants, or any other funding for such purposes under federal, 9 state, or local laws, and to make application directly to the appropri- 10 ate officials or agencies for the application for and receipt of feder- 11 al, state or local assistance, loans, grants or any other funding in aid 12 of any of the purposes of this act; 13 (d) pursue efforts to assist federal or state agencies and other enti- 14 ties to fulfill their goals set forth in federal law or the laws of New 15 York or New Jersey to further passenger rail transportation between 16 states including 49 U.S.C. §24901, et seq.; 17 (e) take any and all actions authorized by this act which are or may 18 be necessary or appropriate to constitute and maintain itself as an 19 applicant eligible to qualify to apply for and be awarded financial 20 assistance, loans, grants or other funding as may be available for the 21 Project, including that awarded by federal, state, and local governments 22 and the agencies thereof; and 23 (f) facilitate the Project by making and enforcing such rules and 24 regulations; and 25 (i) accepting, collecting, and receiving funds pursuant to the 26 provisions of the memorandum of understanding established pursuant to 27 subdivision nineteen of this act, which may include bonded revenues, 28 state appropriations, dedicated revenues, and any other funds or reven- 29 ues made available pursuant to that memorandum of understanding, and 30 using those funds to provide for the financing, construction or asset 31 management of the project and the payment of, with interest upon, and 32 the amortization and retirement of bonds or other securities or obli- 33 gations issued or insured for Project purposes, including establishment 34 of prudent reserves, in the same manner that all funds or revenues 35 included in the memorandum of understanding established pursuant to 36 subdivision nineteen of this act may be used for such purposes; and 37 (ii) establishing, levying, and collecting tolls and fees payable by 38 entities using the Project or any portion thereof, as it may deem neces- 39 sary or appropriate, provided that any such tolls or fees: 40 (A) shall not be established at a rate greater than the amount deter- 41 mined by the commission to be necessary to meet the expenses of the 42 financing, construction, or asset management of the Project, including 43 the establishment of prudent reserves; 44 (B) shall be approved by an affirmative vote of the board, in accord- 45 ance with the voting requirements provided pursuant to this act, at a 46 meeting duly noticed and held, provided that the commission has complied 47 with subparagraph (iv) of this paragraph; 48 (C) may be used to provide for the payment of, with interest upon, and 49 the amortization and retirement of bonds or other securities or obli- 50 gations issued or insured for Project purposes, including establishment 51 of prudent reserves, in the same manner that all funds or revenues 52 included in the memorandum of understanding established pursuant to 53 subdivision nineteen of this act may be used for such purposes; 54 (D) shall not conflict with applicable federal law and the laws of the 55 state of New York and the state of New Jersey; andS. 6372--A 5 1 (E) that may be directly or indirectly levied or imposed on or payable 2 by the New Jersey Transit Corporation shall be expressly and specif- 3 ically authorized pursuant to the memorandum of understanding estab- 4 lished pursuant to subdivision nineteen of this act, or any amendment 5 thereto, and that the revenue from any toll or fee shall count toward 6 the state share of funding pursuant to the memorandum of understanding. 7 (iii) The power of the commission to establish, levy, or collect tolls 8 or fees that are payable by the New Jersey Transit Corporation shall be 9 narrowly construed. 10 (iv) Not less than thirty days and not more than ninety days prior to 11 any vote or action taken by the board to establish, levy, or collect a 12 toll or fee imposed by the commission or relating to any increase in a 13 toll or fee, the commission shall conduct at least three public hearings 14 in the manner prescribed as follows: 15 (A) Locations for public hearings shall be selected in such a way as 16 to be geographically accessible to a majority of users of the facility 17 or facilities to be impacted by the toll or fee, provided that at least 18 one hearing shall be held in each state. 19 (B) At least seventy-two hours before the first hearing held pursuant 20 to this section, the commission shall make the following information 21 available to the public, including posting on the commission's official 22 website: 23 (1) a written explanation of why the toll or fee, or any increase in a 24 toll or fee, is necessary; 25 (2) the amount of revenue expected to be generated from the establish- 26 ment of or increase in the toll or fee; and 27 (3) a detailed explanation of how the revenues raised from the estab- 28 lishment of or increase in the toll or fee is expected to be spent. 29 (C) Each hearing shall be attended by at least two commissioners from 30 New York and two commissioners from New Jersey in office at the time of 31 the hearing. 32 (D) The commission shall hold no more than one public hearing in a 33 single day, and each public hearing shall be scheduled to begin after 34 6:30 p.m., eastern standard time, on a weekday. 35 (E) The commission shall ensure that each of the requirements set 36 forth in this paragraph shall be complied with before placing on the 37 meeting agenda of the board any item or matter establishing, levying, or 38 collecting a toll or fee or relating to an increase in any toll or fee. 39 (g) Officers. The officers of the Commission shall include a chief 40 executive officer, a general counsel, a chief financial officer, a chief 41 ethics and compliance officer, and inspector general whom shall be 42 appointed by the Commission. Such officers shall not be required to be 43 established until the Commission is in receipt of necessary federal 44 funding for purposes of facilitating the Project. 45 4. Board of commissioners. (a) The Commission shall consist of seven 46 commissioners: three from the state of New York, three from the state of 47 New Jersey, and one directly appointed by Amtrak. The commissioner 48 appointed by Amtrak shall serve to represent Amtrak's interest, as 49 owner-operator or user of the Northeast Corridor, in the work to be 50 undertaken by the Commission. The New York commissioners shall be 51 appointed by the state of New York and the New Jersey commissioners 52 shall be appointed by the state of New Jersey in the manner determined 53 pursuant to the laws of each respective state. Any commissioner 54 appointed to the board shall have experience in one or more of the 55 following areas: transportation, public administration, business manage- 56 ment, finance, accounting, law, engineering, land use, urban andS. 6372--A 6 1 regional planning, management of large capital projects, labor 2 relations, or have experience in some other area of activity central to 3 the mission of the Commission. 4 (b) The term of each commissioner shall be three years. Each commis- 5 sioner may be reappointed pursuant to the laws of the state from which 6 the commissioner is appointed or, for the Amtrak appointee, pursuant to 7 any rule or policy adopted by Amtrak. A commissioner may automatically 8 continue to serve following the expiration of that commissioner's term 9 until a successor is appointed and seated unless such action is prohib- 10 ited by the laws of each respective state or, for the Amtrak appointee, 11 any rule or policy adopted by Amtrak. 12 (c) The governor of New York, governor of New Jersey, and Amtrak may 13 remove a commissioner appointed by such office or entity for inefficien- 14 cy, neglect of duty, or misconduct in office after giving him or her a 15 copy of the charges against him or her and an opportunity to be heard, 16 in person or by counsel in his or her defense, upon not less than ten 17 days' notice. 18 (d) At the conclusion of a commissioner's term, the commissioner may 19 be reappointed for a successive three year term at the pleasure of the 20 party who originally appointed that commissioner. 21 (e) In the event that a commissioner ceases to serve before the stated 22 expiration of the commissioner's term, the party that originally 23 appointed the commissioner may appoint a replacement to serve out the 24 remainder of the replaced commissioner's term and thereafter, the vacan- 25 cy shall be filled as provided for in paragraph (a) of this subdivision. 26 (f) Commissioners shall serve without compensation, but the Commission 27 may, within the limits of funds appropriated or otherwise made available 28 to it, reimburse commissioners for actual expenses necessarily incurred 29 in the discharge of their official duties. 30 (g) The commissioners from the state of New Jersey and the commission- 31 ers from the state of New York shall be indemnified by the state of New 32 Jersey and the state of New York, respectively, to the same extent as 33 such state indemnifies a public officer for any claim or judgment aris- 34 ing out of such public officer's official duties. 35 (h) No commissioner, including a co-chairperson, shall serve as any 36 other officer or employee of the Commission while serving as a commis- 37 sioner. 38 (i) Oath of Office. The commissioners shall promulgate a commission- 39 er's oath of office in consultation with the chief ethics and compliance 40 officer within ninety days of the effective date of this act. Each 41 commissioner and officer shall also, before entering upon the duties of 42 his or her office, take and subscribe the constitutional oath of office, 43 consistent with the constitutions of both states where practicable, 44 which shall be promulgated within ninety days of the effective date of 45 this act. The oaths of office shall be filed in the office of the 46 Commission within ninety days of such commissioner or officer taking 47 office or ninety days after any such oath of office is promulgated if 48 such promulgation has not occurred. 49 (j) Commissioner Statement. At the time that a commissioner takes and 50 subscribes the commissioner's oath of office, the commissioner shall 51 execute a statement declaring that the commissioner understands the 52 commissioner's independence and fiduciary obligation to perform duties 53 and responsibilities to the best of the commissioner's abilities, in 54 good faith and with proper diligence and care which an ordinarily 55 prudent person in like position would use under similar circumstances 56 and may take into consideration the views and policies of any electedS. 6372--A 7 1 officials or bodies and ultimately apply independent judgment in the 2 best interest of the Commission, its mission, and the public, consistent 3 with this enabling statute, mission, and by-laws of the Commission; and 4 that the fiduciary duty to the Commission is derived from and governed 5 by its mission. 6 (k) Board Training. Individuals appointed to the board shall partic- 7 ipate in training approved by the chief ethics and compliance officer 8 regarding their legal, fiduciary, financial and ethical responsibilities 9 as commissioners of the Commission within six months of appointment to 10 the Commission. The commissioners shall participate in continuing train- 11 ing as may be required to remain informed of best practices, regulatory 12 and statutory changes relating to the effective oversight of the manage- 13 ment and financial activities of commissions or public authorities and 14 adhere to the highest standards of responsible governance. 15 (l) Recusals. (i) A commissioner shall not vote on or participate in 16 any board or committee discussions or decisions with respect to an item 17 if the commissioner, a member of the commissioner's immediate family, or 18 a business in which the commissioner has an interest, has a direct or 19 indirect financial involvement that may reasonably be expected to impair 20 the commissioner's objectivity or independent judgement or that may 21 reasonably create the appearance of impropriety. A commissioner shall 22 report such a need for recusal to the general counsel when it arises. 23 The public shall be informed of any recusals prior to any board action 24 and the minutes shall clearly reflect that recusal. 25 (ii) For the purposes of this paragraph: 26 (A) "Immediate family" means a spouse, parent, child, or sibling. 27 (B) "Interest" means: (1) if the business organization is a partner- 28 ship, the commissioner's immediate family is a partner or owner of ten 29 percent or more of the assets of the partnership, or (2) if the business 30 organization is a corporation, the commissioner's immediate family owns 31 or controls ten percent or more of the stock of the corporation, or 32 serves as a director or officer of the corporation. 33 (m) Financial Disclosure. (i) Notwithstanding any provision of law to 34 the contrary, the commissioners, officers, and employees of the Commis- 35 sion shall file annual financial disclosure statements as provided in 36 this paragraph. 37 (ii)(A) The commissioners appointed by the state of New York pursuant 38 to this act shall file annual financial disclosure statements pursuant 39 to section 73-a of the public officers law. 40 (B) The commissioners appointed by the state of New Jersey shall file 41 annual financial disclosure statements as required by New Jersey state 42 law or executive order. 43 (C) The commissioners appointed by Amtrak shall file annual financial 44 disclosure statements consistent with laws, rules, regulations, and 45 policies associated with filings of financial disclosures by Amtrak 46 employees and officers. 47 (D) Financial disclosures of officers and employees shall, at a mini- 48 mum, be required of officers and employees who hold policy-making posi- 49 tions as determined by the commission, and officers and employees whose 50 base salary, either in the current or previous year, exceeds $150,000, 51 which shall be adjusted for inflation annually in accordance with the 52 consumer price index for all urban wage earners and clerical workers 53 (CPI-W) as calculated by the federal government. 54 5. Organization of the Commission; meetings. (a) The co-chairpersons 55 of the commission shall serve from among the commissioners appointed by 56 the state of New Jersey and the commissioners appointed by the state ofS. 6372--A 8 1 New York and shall include one co-chairperson from New Jersey and one 2 co-chairperson from New York. The commissioner who shall serve as 3 co-chairperson from each state shall be decided in accordance with the 4 laws of each respective state or if the respective state has no laws 5 related to the selection of a co-chairperson then as elected by the 6 commissioners appointed from each respective state. 7 (b) The commission shall meet regularly as it may determine. Meetings 8 shall be held at such times and places as the co-chairpersons of the 9 commission deem appropriate. To the maximum extent practicable, meetings 10 shall be held on an alternating basis in New Jersey and New York. 11 (c) The powers of the Commission may be exercised by the commissioners 12 at a meeting duly called and held where at least two New York commis- 13 sioners, two New Jersey commissioners, and the Amtrak commissioner are 14 present. Action may be taken and motions and resolutions adopted by the 15 Commission at any meeting thereof by the affirmative vote of at least 16 two New York commissioners, two New Jersey commissioners, and the Amtrak 17 commissioner. The commissioners shall adopt bylaws providing for attend- 18 ance protocols, voting procedures, and other matters related to the 19 conduct of the business of the Commission, including designating offi- 20 cers of the Commission. 21 (d) The Commission may request the assistance and services of such 22 employees and agents as it may require and as may be made available to 23 it for the purpose of carrying out its duties under this act, which 24 agents may include private consultants and persons employed by or acting 25 as a consultant for the federal government, the state of New Jersey, any 26 local government thereof, the state of New York, any local government 27 thereof, any agency, instrumentality, department, commission or authori- 28 ty of any one or more of the foregoing, any bi-state agency, or of 29 Amtrak, and each such government and enumerated party is authorized to 30 provide any such assistance and services to the Commission. 31 (e) The Commission may, within the limits of funds appropriated or 32 otherwise made available to it for those purposes, employ such profes- 33 sional, technical, clerical staff and consultants and incur such 34 expenses as it may deem necessary or appropriate in order to perform its 35 duties. 36 (f) The Commission shall: 37 (i) adopt a mission statement that shall include facilitating and 38 completing the Project; 39 (ii) adopt a code of conduct applicable to commissioners, officers, 40 employees, and vendors and other contractors with the Commission that 41 shall, at minimum, include applicable standards established by law in 42 each state; 43 (iii) no later than January thirtieth, two thousand twenty, establish 44 a whistleblower access and assistance program protecting employees from 45 retaliation for disclosing information concerning acts of wrongdoing, 46 misconduct, malfeasance, or other inappropriate conduct based upon the 47 recommendations of the chief ethics and compliance officer; 48 (iv) establish a policy requiring all commissioners, officers, and 49 employees with decision-making authority to maintain records regarding 50 contact with lobbyists. As used in this subparagraph, "contact" means 51 any conversation, in person or by telephonic or other electronic means, 52 or correspondence between any lobbyist engaged in the act of lobbying 53 and any person within the Commission who can make or influence a deci- 54 sion on the subject of the lobbying on the behalf of the Commission, and 55 shall include, at a minimum, all members of the board and all officers 56 of the Commission, "lobbyist" shall have the same meaning as defined inS. 6372--A 9 1 the laws or, rules or regulations of either state, and "lobbying" shall 2 mean and include any attempt to influence: the adoption or rejection of 3 any rule or regulation having the force and effect of law by the Commis- 4 sion, the outcome of any proceeding by the Commission to establish, levy 5 or collect fees, tolls, charges or fares, the authorization, approval or 6 award of any agreements, contracts or purchase orders valued at $500,000 7 or more; and 8 (v) have an efficiency study of the Commission and its operations 9 conducted by an independent entity upon the request of the governors of 10 New York and New Jersey, and if no request is made, no longer than every 11 five years from initiation of Project construction. 12 (g) Whistleblower Program. (i) The chief ethics and compliance officer 13 shall recommend to the board a whistleblower access and assistance 14 program to be administered by the inspector general that shall include, 15 but not be limited to: 16 (A) establishing an email address and toll-free telephone, facsimile, 17 and text messaging lines available to employees; 18 (B) offering advice regarding employee rights under applicable state 19 and federal laws and advice and options available to all persons; and 20 (C) offering an opportunity for employees to identify concerns regard- 21 ing any issue at the Commission. 22 (ii) Any communication between an employee and the inspector general 23 pursuant to this paragraph shall be held strictly confidential by the 24 inspector general, unless the employee specifically waives in writing 25 the right to confidentiality, except that such confidentiality shall not 26 exempt the inspector general from disclosing such information, where 27 appropriate, to the board and/or any law enforcement authority. 28 (iii) The Commission shall not fire, discharge, demote, suspend, 29 threaten, harass, or discriminate against an employee because of the 30 employee's role as a whistleblower, insofar as the actions taken by the 31 employee are legal. 32 (iv) As used in this paragraph: 33 (A) "Employees" means those persons employed at the Commission, 34 including but not limited to: full-time and part-time employees, those 35 employees on probation, temporary employees, officers, and commission- 36 ers. 37 (B) "Whistleblower" means any employee of the Commission who discloses 38 information concerning acts of wrongdoing, misconduct, malfeasance, or 39 other inappropriate behavior by an employee or board member of the 40 Commission, including, but not limited to, such acts concerning the 41 Commission's investments, travel, acquisition of real or personal prop- 42 erty, the disposition of real or personal property, or the procurement 43 of goods and services. 44 (h) Inspector General. (i) The inspector general shall be responsible 45 for receiving and investigating, where appropriate, all complaints 46 regarding fraud, waste, and abuse by commissioners, officers, and 47 employees or third-parties doing business with the Commission. The 48 inspector general shall also be responsible for conducting investi- 49 gations upon the inspector general's own initiative, as the inspector 50 general shall deem appropriate. 51 (ii) The inspector general shall inform the board and the chief execu- 52 tive officer of allegations received by the inspector general and the 53 progress of investigations related thereto, unless special circumstances 54 require confidentiality. 55 (iii) The inspector general shall determine with respect to allega- 56 tions received by the inspector general whether disciplinary action orS. 6372--A 10 1 civil prosecution by the Commission is appropriate, and whether the 2 matter should be referred to an appropriate governmental agency for 3 further action. 4 (iv) The inspector general shall prepare and make available to the 5 public written reports of completed investigations, as appropriate and 6 to the extent permitted by law, subject to redactions to protect a need 7 for confidentiality. The release of all or portions of reports may be 8 deferred to protect the confidentiality of ongoing investigations. 9 (v) The inspector general shall have the power to: 10 (A) administer oaths or affirmations and examine witnesses under oath; 11 (B) require the production of any books and papers deemed relevant or 12 material to any investigation, examination, or review; 13 (C) notwithstanding any law to the contrary, examine and copy or 14 remove documents or records of any kind prepared, maintained, or held by 15 the Commission and its subsidiaries; 16 (D) interview any officer or employee of the Commission or its subsid- 17 iaries on any matter related to the performance of such officer or 18 employee's official duties. To the extent that the terms and conditions 19 of employment of any employee are established by collective negoti- 20 ations, any interview conducted pursuant to this paragraph must be in 21 accordance with any applicable provisions of the current, or most 22 recent, if expired, collective negotiations agreement covering the terms 23 and conditions of employment of the employee; 24 (E) monitor the implementation by the Commission of any recommenda- 25 tions made by the inspector general; and 26 (F) perform any other functions that are necessary or appropriate to 27 fulfill the duties and responsibilities of office. 28 (i) Open Meetings. (i) All meetings of the Commission shall be open to 29 the public and members of the news media, individually and collectively, 30 for the purpose of observing the full details of all phases of the 31 deliberation, policy-making, and decision-making of the board, except 32 for an executive session initiated upon a majority vote taken in an open 33 meeting pursuant to a motion. Such motion shall identify the general 34 nature of the subjects to be considered in the closed, executive session 35 and, if it is not to take place immediately, state, as closely as possi- 36 ble the time and circumstances for such session and when the matters 37 discussed or acted upon may be disclosed. The board may exclude the 38 public only from that portion of a meeting at which the board discusses 39 any: 40 (A) matter in which the release of information would impair a right to 41 receive funds from the government of the United States; 42 (B) material the disclosure of which would constitute an unwarranted 43 invasion of individual or personal privacy; 44 (C) collective bargaining agreement, or the terms and conditions which 45 are proposed for inclusion in any collective bargaining agreement, 46 including the negotiation of the terms and conditions thereof with 47 employees or representatives of employees of the Commission; 48 (D) matter involving the purchase, lease, or acquisition of real prop- 49 erty with Commission funds, the proposed acquisition of securities, the 50 sale or exchange of securities held by the Commission, or the investment 51 of Commission funds, if public discussion of the matter would adversely 52 affect the public interest; 53 (E) matter which would imperil the public safety if disclosed; 54 (F) pending or anticipated litigation or contract negotiation in which 55 the Commission is, or may become, a party, or matters falling within the 56 attorney-client privilege, to the extent that confidentiality isS. 6372--A 11 1 required for the attorney to exercise the attorney's ethical duties as a 2 lawyer; 3 (G) contract negotiations disclosure of which would imperil the 4 Commission's position or an outcome in the best interest of the Commis- 5 sion, its mission, and the public; 6 (H) matter involving the employment, appointment, termination of 7 employment, terms and conditions of employment, evaluation of the 8 performance of, promotion or disciplining of any specific prospective 9 officer or employee or current officer or employee employed or appointed 10 by the Commission, unless all the individual employees or appointees 11 whose rights could be adversely affected request in writing that the 12 matter or matters be discussed at a public meeting; 13 (I) deliberation of the Commission occurring after a public hearing 14 that may result in the imposition of a specific civil penalty upon the 15 responding party or the suspension or loss of a license or permit 16 belonging to the responding party as a result of an act or omission for 17 which the responding party bears responsibility; or 18 (J) information relating to current or future investigation or prose- 19 cution of a criminal offense which would imperil effective law enforce- 20 ment if disclosed; 21 (ii) The Commission shall make meeting agendas available to the public 22 at least seventy-two hours before each meeting of the board and each 23 meeting of any committee. Public notice of the time and place of a meet- 24 ing shall be provided to appropriate media outlets, shall be conspicu- 25 ously posted in one or more designated areas, and shall be conspicuously 26 posted via the Commission's official website at least five business days 27 before the meeting. 28 (iii) The Commission shall make available to the public documents in 29 the following manner: the agenda and public documents pertaining to a 30 board meeting shall be available for public inspection at least 72 hours 31 before each meeting or as soon as practicable at an office of the 32 Commission; and the agenda and public documents pertaining to a board or 33 committee meeting shall be posted on the Commission's website. 34 (iv) At each public meeting of the Commission, the public shall be 35 allotted thirty minutes, or a reasonable time as determined by the 36 Commission, in order to allow any persons in attendance an opportunity 37 to comment on any topic on the agenda. 38 (v) The Commission shall keep reasonably comprehensible minutes of all 39 its meetings showing the time and place, the members present, the 40 subjects considered, the actions taken, and the vote of each member. The 41 minutes shall be available to the public within two weeks from the date 42 of the meeting to the extent that public disclosure shall not be incon- 43 sistent with clause (A) of subparagraph (i) of this paragraph. The 44 minutes shall indicate for each item on the agenda the vote or recusal 45 of each board member in attendance at an open meeting, or an executive 46 session of the board or a committee of the board. Each item on the agen- 47 da shall be voted on separately. 48 (vi) Attendance at an executive session shall be permitted to any 49 member of the Commission and any other persons authorized by the Commis- 50 sion. 51 (vii) The Commission shall adopt and promulgate appropriate bylaws, 52 rules, or regulations concerning the rights of the public to be present 53 at meetings of the Commission. Any rules, regulations, or bylaws adopted 54 hereunder shall become part of the minutes of the Commission and be 55 posted on the Commission's website.S. 6372--A 12 1 (j) Meeting Notice. The board shall, within six months of the effec- 2 tive date of this act, adopt appropriate policies concerning proper 3 notice to the public and the news media of its meetings and the right of 4 the public and the news media to be present at meetings of the Commis- 5 sion. The board may incorporate in its policies conditions under which 6 it may exclude the public from a meeting or a portion thereof consistent 7 with this act. 8 (k) Freedom of Information. (i) The Commission shall be deemed an 9 "agency" and treated as such under the laws of New York, for all 10 purposes under articles 6 and 6-A of the public officers law, and shall 11 be deemed a "public agency" and treated as such under New Jersey, 12 P.L.1963, c.73 (C.47:1A-1 et seq.), pertaining to the disclosure of 13 government records. 14 (ii) When there is an inconsistency between the law of the state of 15 New York and the law of the state of New Jersey, the law of the state 16 that provided the greatest rights of access shall apply. 17 (iii) The provisions of article 78 of the civil practice law and rules 18 of the state of New York or P.L. 1963, c. 73 (C. 47:1A-1 et seq.), of 19 the laws of New Jersey, as applicable, shall apply to enforce the 20 provisions of this article. 21 (iv) The Commission shall adopt and promulgate appropriate bylaws, 22 rules, or regulations concerning the rights of the public to obtain 23 records of the commissioner's activities or public business. Any rules, 24 regulations, or bylaws adopted hereunder shall become part of the 25 minutes of the Commission and be posted on the Commission's website. 26 (l) Legislative hearings. (i) The Commission, at the request of the 27 Assembly or Senate of the New York state legislature or the General 28 Assembly or Senate of the New Jersey state legislature, may appear 29 before a committee of the requesting state legislative house, upon 30 request by the presiding officer of that state legislative house, to 31 present testimony on any topic or subject requested by the committee or 32 to respond to questions by members of the committee. The Assembly of the 33 New York state legislature, the Senate of the New York state legisla- 34 ture, the General Assembly of the New Jersey state legislature, and the 35 Senate of the New Jersey state legislature shall each be entitled to two 36 such requests per calendar year. 37 (ii) The Assembly or Senate of the New York state legislature or the 38 General Assembly or Senate of the New Jersey legislature may request 39 attendance at such hearing of any named officer of the Commission. 40 6. Duties of the Commission. The duties of the Commission shall be to 41 use its efforts to accomplish, at such times as it is appropriate to do 42 so, the following actions, provided that the Commission shall not be in 43 dereliction of its duties so long as it acts in good faith to accomplish 44 such: 45 (a) Make appropriate application for, and act as a coordinating, 46 distributing, or recipient agency for, federal, state, or private fund- 47 ing and authorizations necessary or appropriate to Facilitate the 48 Project; 49 (b) Cooperate with other agencies or authorities or departments 50 (federal, state, local, and bi-state), Amtrak, and private parties to 51 Facilitate the Project, including entering into agreements specifying a 52 party's rights and obligations with respect to the Project, to create a 53 Project capable of achieving long-term stability and Full Funding, with- 54 out obligating the full faith and credit of the federal government, 55 either state or any local government thereof, or any other party, except 56 as explicitly authorized by any party empowered by law to do so;S. 6372--A 13 1 (c) Adopt bylaws to govern the conduct of its affairs, and adopt rules 2 and regulations, including a conflict of interest policy and code of 3 ethics for commissioners and officers of the Commission, and make appro- 4 priate orders to carry out and discharge its powers, duties, and func- 5 tions; 6 (d) Expend such funds as are required to effectuate the purposes set 7 forth in this section and, until expenditure is required, to hold and 8 prudently invest funds; 9 (e) Recommend appropriate federal, state, and local government legis- 10 lation and agency administrative action pertaining to the Project; 11 (f) Within 18 months of the date the Commission organizes and not less 12 than annually thereafter, prepare a progress report on its activities, 13 and submit it, together with any recommendations for state or local 14 government legislation or agency administrative action to the governor 15 of the state of New Jersey, the president of the senate of the state of 16 New Jersey, the speaker of the general assembly of the state of New 17 Jersey, the governor of the state of New York, the temporary president 18 of the senate of the state of New York, and the speaker of the assembly 19 of the state of New York; and 20 (g) Take such other action as may be necessary or appropriate to 21 further the purposes of this act. 22 7. Powers of the Commission. The Commission shall have the power to 23 undertake the following: 24 (a) Facilitate the project, including, but not limited to, through 25 contracts and agreements and other documents and instruments which the 26 Commission is otherwise authorized to make, enter into, execute, and 27 deliver; provided, however, that the Commission shall not have the 28 authority to operate or directly engage in transportation services such 29 that the Commission would be subject to the jurisdiction of the federal 30 Surface Transportation Board; 31 (b) Sue and be sued in its own name in federal and state courts in 32 Mercer county, New Jersey and New York county, New York, it being under- 33 stood that the commissioners shall have no obligation or liability for 34 the acts or omissions of the commission; 35 (c) Accept, receive, disburse, encumber and expend funds from whatever 36 source derived, including, without limitation, federal assistance, 37 grants and loans; state and local government assistance, grants and 38 loans; single state or bi-state agency assistance, grants and loans; and 39 revenues received from the disposition of property; private sources, 40 grants and loans; and Amtrak grants and loans, in each case as may be 41 necessary to accomplish any lawful purpose which the commissioners 42 determine will Facilitate the Project and achieve long-term stability 43 and Full Funding; 44 (d) Acquire (including, without limitation, by gift, purchase, 45 exchange or condemnation in accordance with the requirements of this 46 act), subdivide, lease, license, take, and hold property of every 47 description and to manage such property and develop any undeveloped 48 property owned, leased, or controlled by it in a manner necessary or 49 appropriate to Facilitate the Project; 50 (e) Make, procure, enter into, execute and deliver contracts and 51 agreements and other documents and instruments as may be necessary or 52 appropriate to carry out any power of the Commission under this act and 53 to otherwise accomplish any lawful purpose which the commissioners 54 determine will Facilitate the Project, including, without limitation, 55 with the federal government, the state of New Jersey, any local govern- 56 ment thereof, the state of New York, with any local government thereof,S. 6372--A 14 1 with any agency, instrumentality, department, commission or authority of 2 any one or more of the foregoing, any bi-state agency, Amtrak, any indi- 3 vidual or private firm, entity or corporation, or with any one or more 4 of them; 5 (f) Make applications for and accept funding, permits, authorizations 6 and approvals as may be necessary or appropriate to accomplish any 7 lawful purpose which the commissioners determine will Facilitate the 8 Project, including, without limitation, with the federal government, the 9 state of New Jersey, any local government thereof, the state of New 10 York, any local government thereof, with any agency, instrumentality, 11 department, commission or authority of any one or more of the foregoing, 12 any bi-state agency, Amtrak, any individual or private firm, entity or 13 corporation, or with any one or more of them; 14 (g) Grant public and private entities the use of the Project or a 15 portion thereof by way of franchise, concession, license, lease, or 16 otherwise, provide for payments to and accept payments from such enti- 17 ties in exchange for value received from such use, work, or services 18 performed or otherwise and to establish with Project users revenue shar- 19 ing agreements for the use of the Project, through which the Commission 20 may accept a portion of tolls, fees, rates, charges, and rentals estab- 21 lished, levied, and collected by a Project user, provided that such 22 tolls, fees, rates, charges, and rentals do not conflict with applicable 23 federal law, the laws of the state of New Jersey and the state of New 24 York, and paragraph (f) of subdivision three of this act, and provided 25 further that the Commission shall not have the authority to set passen- 26 ger fares for Amtrak or any publicly owned and operated passenger 27 service utilizing the Project; 28 (h) In accordance with subdivision fifteen of this act, adopt its own 29 public procurement rules and guidelines that the Commission deems neces- 30 sary or appropriate to Facilitate the Project through any combination of 31 means and methods otherwise available to the Commission under this act, 32 regardless of whether such combination is generally available to the 33 state of New Jersey, any local government thereof, the state of New 34 York, any local government thereof, any agency, instrumentality, depart- 35 ment, commission or authority of any one or more of the foregoing, or 36 any bi-state agency, and engage and contract with third parties in 37 accordance with such procurement rules and guidelines; 38 (i) In accordance with subdivision seventeen of this act, dispose of, 39 convey or transfer all or any portion of the Project for value as may be 40 expeditious for the Facilitation of the Project, so long as it has 41 determined that the transferee has or is provided with a sufficient 42 source of financing to acquire, operate, maintain and own the Project; 43 (j) Issue and guarantee bonds, notes, or other evidence of indebt- 44 edness, enter into loan agreements and otherwise borrow funds, or incur 45 indebtedness or other future payment obligations for any corporate 46 purpose, including to effectuate Full Funding, and to assign, pledge, 47 mortgage, secure, encumber and use its funds, assets, properties, and 48 revenues for repayment thereof, to be payable out of the funds, assets, 49 properties, and revenues of the Commission without recourse to taxation, 50 provided that the Commission shall have no power to pledge the full 51 faith and credit of the federal government, the state of New Jersey, any 52 local government thereof, the state of New York, any local government 53 thereof or of Amtrak or the Port Authority of New York and New Jersey in 54 connection with the project, or to impose any obligation for payment of 55 the bonds upon the federal government, the state of New Jersey, any 56 local government thereof, the state of New York, any local governmentS. 6372--A 15 1 thereof or of Amtrak or the Port Authority of New York and New Jersey, 2 in each case except as set forth in a binding agreement, or to otherwise 3 commit any party to incur any liability in excess of its contractual 4 obligations in connection with the Project, and provided further that 5 neither the commissioners nor any person executing any bonds issued or 6 guaranteed by the Commission shall be liable personally on such bonds or 7 be subject to any personal liability or accountability by reason of the 8 issuance thereof; 9 (k) Acquire and hold securities for investment purposes or in 10 connection with the Facilitation of the Project; 11 (l) Appoint, employ, contract with, and compensate such officers, 12 employees and agents, including engineers, attorneys, consultants, 13 financial advisors, and such other persons or entities as the business 14 of the Commission may require and to engage and dismiss such officers, 15 employees, and agents at will, and fix and provide for the qualifica- 16 tion, appointment, removal, term, tenure, compensation, pension, and 17 retirement rights of its officers and employees; 18 (m) Obtain insurance as the Commission may deem advisable and to 19 create a captive insurer to self-insure risk as deemed appropriate by 20 the Commission; 21 (n) Cooperate with the federal government, the state of New Jersey, 22 any local government thereof, the state of New York, any local govern- 23 ment thereof with any local government thereof, with any agency, instru- 24 mentality, department, commission or authority of any one or more of the 25 foregoing, any bi-state agency, Amtrak, any individual or private firm, 26 entity or corporation, or with any one or more of them, in connection 27 with the Project, and to enter into an agreement or agreements, notwith- 28 standing any other provision of law of the states, general, special, 29 charter or local, with the federal government, with the state of New 30 Jersey, any local government thereof, the state of New York, any local 31 government thereof any agency, instrumentality, department, commission, 32 or authority of any one or more of the foregoing, any bi-state agency, 33 Amtrak, any individual or private firm, entity, or corporation, or with 34 any one or more of the same for or relating to the Project; 35 (o) Indemnify individuals and entities to the extent required to 36 facilitate the project; 37 (p) Establish or acquire subsidiaries as required to Facilitate the 38 Project; 39 (q) Utilize the existing labor force in the states and foster labor 40 harmony in allowing for adoption of efficient labor work rules and prac- 41 tices during construction of the Project; and 42 (r) Exercise all other powers as may be necessary or appropriate in 43 furtherance of, and consistent with, the purposes of this act. 44 8. Exemption from taxes, local laws. (a) The Commission shall be 45 performing essential governmental functions in exercising its powers and 46 functions and in carrying out the provisions of this act and of any law 47 relating thereto, and shall not be required to pay any taxes or assess- 48 ments of any character, levied by either state or any local government 49 thereof, upon any of the property used by it or its agents or contrac- 50 tors for the Facilitation of the Project, or any income or revenue ther- 51 efrom, including any profit from a sale, lease or exchange, or in 52 connection with the transfer thereof or of any real property interest 53 therein. Any bonds or other securities or obligations issued by the 54 Commission, their transfer and the interest paid thereon or income ther- 55 efrom, including any profit from a sale or exchange, shall at all times 56 be free from taxation by either state or any subdivision thereof.S. 6372--A 16 1 (b) The Commission shall, as a matter of policy, conform to the enact- 2 ments, ordinances, resolutions, and regulations of the respective states 3 and local governments where the Project is located in regard to the 4 construction and maintenance of the Project and in regard to health and 5 fire protection which would be applicable if the Commission were a 6 private corporation, to the extent that the Commission finds it practi- 7 cable so to do, without interfering with, impairing, or affecting the 8 efficiency of its purposes under this act, or its ability to effectuate 9 the Project upon a self-supporting basis, or its obligations, duties, 10 and responsibilities to the two states, its bondholders, if any, and the 11 general public, but the decision of the Commission as to whether it is 12 practicable so to do shall be controlling. To that end, the Commission 13 shall submit copies of plans and specifications for buildings and struc- 14 tures to the appropriate state and local government officials and shall 15 consult with them with respect thereto, and shall receive their comments 16 and suggestions thereon, but the Commission shall make the final deter- 17 mination as to which comments and suggestions to accept in effectuating 18 the project. 19 (c) Notwithstanding the provisions of paragraph (a) of this subdivi- 20 sion, the Commission is hereby authorized and empowered, in its 21 discretion, to enter into a voluntary agreement or agreements with any 22 local government whereby the Commission may undertake to pay in lieu of 23 taxes a fair and reasonable sum, if any, annually in connection with any 24 real property acquired and owned by the Commission for any of the 25 purposes of this act, and to provide for the payment as a rental or 26 additional rental charge by any person occupying any portion of such 27 real property as lessee, vendee or otherwise of such fair and reasonable 28 sum, provided that in no event shall any voluntary agreement entered 29 into by the commission provide for the payment of an amount in lieu of 30 taxes in excess of the amount last paid as taxes upon such real property 31 prior to the time of its acquisition by the Commission. 32 (d) Notwithstanding any other provision of law, general, special, 33 charter, or local, each local government is hereby authorized and 34 empowered to enter into such agreement or agreements with the Commis- 35 sion, and to accept the payment or payments which the Commission is 36 hereby authorized and empowered to make, and the sums so received by 37 such local government shall be devoted to purposes to which taxes may be 38 applied in all affected taxing jurisdictions unless and until otherwise 39 directed by law of the state in which such local government is located. 40 9. Commission annual financial reporting. The Commission shall publish 41 a comprehensive annual financial report, submitted annually to the 42 governors and state legislatures of New York and New Jersey and made 43 available on the Commission's website within 120 days after the end of 44 its fiscal year. The annual report shall include: 45 (a) an introductory section including: a letter of transmittal to the 46 governors and legislatures of New York and New Jersey; information 47 regarding the board, Commission officers and executive management; a 48 letter to the board from the chief executive officer of the Commission 49 highlighting important developments; a description of major Commission 50 activities undertaken during the prior year; and a letter to the board 51 from the chief financial officer of the Commission with respect to the 52 consolidated financial statements of the Commission. 53 (b) a financial section including: an independent auditor's report; 54 management's discussion and analysis; financial statements; its finan- 55 cial reports certified by the co-chairpersons and vice-chairperson of 56 the board, chief executive officer, and chief financial officer of theS. 6372--A 17 1 Commission, including audited financials in accordance with generally 2 accepted accounting principles, known as GAAP, and the accounting stand- 3 ards issued by the governmental accounting standards board, known as 4 GASB, grant and subsidy programs, current ratings, if any, of its bonds 5 issued by recognized bond rating agencies and notice of changes in such 6 ratings, and long-term liabilities, including leases and employee bene- 7 fit plans; a schedule of its bonds and notes outstanding at the end of 8 its fiscal year, together with a statement of the amounts redeemed and 9 incurred during such fiscal year as part of a schedule of debt issuance 10 that includes the date of issuance, term, amount, interest rate, and 11 means of repayment including all refinancings, calls, refundings, 12 defeasements, and interest rate exchange or other such agreements; and 13 at a minimum a four-year financial plan, including a current and 14 Projected capital budget, and an operating budget report, including an 15 actual versus estimated budget, with an analysis and measurement of 16 financial and operating performance. 17 (c) a corporate information section providing: a list of all real 18 property of the Commission; a list and full description of real property 19 and personal property that has a sale price of over $10,000 disposed of 20 during the period, including the price received by the Commission and 21 the name of the purchaser for all property sold by the Commission during 22 the period; a compensation schedule that shall include, by position, 23 title and name of the person holding such position or title, the salary, 24 compensation, allowance and/or benefits provided to any officer, direc- 25 tor, or employee in a decision making or managerial position of such 26 Commission whose base salary is in excess of $150,000; biographical 27 information, not including confidential personal information, for all 28 directors and officers and employees for whom salary reporting is 29 required; a description of the Commission and its board structure, 30 including names of any committees and committee members, lists of board 31 meetings and attendance, descriptions of major Commission units and 32 subsidiaries, and number of employees; its mission statement, charter, 33 if any, and by-laws; and a description of any material pending liti- 34 gation in which the Commission is involved as a party during the report- 35 ing year. 36 10. Commission audits and financial statements. (a) The Commission 37 shall prepare financial statements on an annual basis, in accordance 38 with generally accepted accounting principles, known as GAAP, and the 39 accounting standards issued by the governmental accounting standards 40 board, known as GASB. 41 (b) The board shall arrange for an independent firm of certified 42 public accountants to perform an audit of the financial statements of 43 the Commission each year, in accordance with generally accepted account- 44 ing principles and standards referenced in paragraph (a) of this subdi- 45 vision. Each independent firm of certified public accountants that 46 performs any audit required by this subdivision shall timely report to 47 the board: 48 (i) all critical accounting policies and practices to be used; and 49 (ii) other material written communications, that is not privileged or 50 confidential, between the independent firm of certified public account- 51 ants and the management of the Commission, including the management 52 letter along with management's response or plan of corrective action, 53 material corrections identified, or schedule of unadjusted differences. 54 (c) Every financial statement prepared pursuant to this section shall 55 be approved by the board. As a condition to the issuance of the annual 56 financial statements of the Commission, the chief executive officer andS. 6372--A 18 1 the chief financial officer of the Commission shall be required to make 2 a written certification to that effect that, to the best of their know- 3 ledge and belief, the financial and other information in the consol- 4 idated financial statements is accurate in all material respects and has 5 been reported in a manner designed to present fairly the Commission's 6 net assets, changes in net assets, and cash flows, in accordance with 7 generally accepted accounting principles and standards referenced in 8 paragraph (a) of this subdivision; and, that on the basis that the cost 9 of internal controls should not outweigh their benefits, the Commission 10 has established a comprehensive framework of internal controls to 11 protect its assets from loss, theft, or misuse, and to provide reason- 12 able assurance regarding the reliability of financial reporting and the 13 preparation of the consolidated financial statements in accordance with 14 generally accepted accounting principles and standards referenced in 15 paragraph (a) of this subdivision. 16 (d) Notwithstanding any other provision of law to the contrary, the 17 Commission shall not contract with an independent firm of certified 18 public accountants for audit services to the authority if the lead or 19 coordinating audit partner having primary responsibility for the audit, 20 or the audit partner responsible for reviewing the audit, has performed 21 audit services for the two previous fiscal years of the Commission. 22 (e) The Commission shall not contract with the independent firm of 23 certified public accountants performing the Commission's audit for any 24 non-audit services to such Commission contemporaneously with the audit 25 including: 26 (i) bookkeeping or other services related to the accounting records or 27 financial statements of such Commission; 28 (ii) financial information systems design and implementation; 29 (iii) appraisal or valuation services, fairness opinions, or contribu- 30 tion-in-kind reports; 31 (iv) actuarial services; 32 (v) internal audit outsourcing services; 33 (vi) management functions or human services; 34 (vii) broker or dealer, investment advisor, or investment banking 35 services; and 36 (viii) legal services and expert services unrelated to the audit. 37 (f) The Commission shall not contract with an independent firm of 38 certified public accountants for any audit service if the chief execu- 39 tive officer, chief financial officer, or any other person serving in an 40 equivalent position for the Commission, was employed by that independent 41 firm of certified public accountants and participated in any capacity in 42 the audit of the Commission during the one year period preceding the 43 date of the initiation of the audit. 44 (g) The Commission shall make accessible to the public via its website 45 an executive summary of its most recent independent audit report unless 46 such information is exempt from disclosure pursuant to either state's 47 freedom of information laws. 48 11. Debt issuance. (a) The issuance of any bonds, notes, or other 49 instruments of indebtedness by the Commission shall be undertaken in a 50 manner consistent with applicable laws governing the Commission and 51 covenants with the holders of the commission's bonds, notes, or other 52 instruments of indebtedness. 53 (b) At least sixty days prior to an intended issuance, the Commission 54 shall submit to the governor, and legislature of each state a statement 55 of intent in regards to the issuance of and overall amount of bonds,S. 6372--A 19 1 notes, or other debt obligations anticipated, at the time the statement 2 is submitted, during the next fiscal year. 3 12. Capital plan. (a) No later than January thirtieth, two thousand 4 twenty, the Commission shall adopt a ten-year capital plan with respect 5 to Project assets, if any, for which the Commission has ongoing mainte- 6 nance obligations that is developed using a comprehensive planning proc- 7 ess and risk-based prioritization that considers asset condition, opera- 8 tional and revenue impact, threat assessment, customer service, regional 9 benefit, and regulatory or statutory requirements. The capital plan 10 shall be dependent upon the availability of sufficient funding and other 11 resources to pursue the capital Projects proposed for the ten-year peri- 12 od. Performance progress and revisions to reflect changes in programs, 13 policies, and Projects and the environment in which the Commission oper- 14 ates by the board, and the capital plan shall be revised periodically as 15 necessary and appropriate, and shall be reviewed with the board annual- 16 ly. The Commission shall publish an annual report on the status of the 17 capital program and such report shall be made publicly available on the 18 Commission's website. Prior to adoption of a capital plan, the Commis- 19 sion shall make the proposed plan available for public review and 20 comments on its public website for at least four weeks prior to 21 approval, and all comments received by the Commission are to be distrib- 22 uted to the board for review prior to consideration of the capital plan. 23 (b) The Commission shall also provide that major capital Projects are 24 monitored by external engineering consultants. The external engineering 25 consultants shall prepare annual reports to be provided to the board and 26 made available to the public. The annual reports prepared by external 27 engineering consultants shall include, but not be limited to, a compar- 28 ison of actual and target performance measures including, but not limit- 29 ed to, costs and construction schedules, and a narrative explanation of 30 any discrepancy thereof. For the purposes of this section: "Major capi- 31 tal Project" means an undertaking or program for the acquisition, 32 creation, or development of any crossing, transportation facility, or 33 commerce facility or any part thereof, with an estimated total Project 34 cost in excess of $500,000,000. 35 13. Operating budget. The Commission shall prepare a detailed annual 36 operating budget beginning with the fiscal year commencing after the 37 effective date of this act. A preliminary annual operating budget shall 38 be made publicly available on the Commission's website each fiscal year 39 and a final annual operating budget shall be made publicly available on 40 the Commission's website each fiscal year. The time with which such 41 preliminary annual operating budget and final annual operating budget 42 shall be made public during each fiscal year shall be determined by the 43 Commission. 44 14. (a) The minutes of every meeting of the Gateway Development 45 Commission held under or within the purview of this act shall be forth- 46 with transmitted, by and under the certification of the Commission ther- 47 eof, to the Governor of each state. No action taken at such meeting by 48 any commissioner appointed from each respective state shall have force 49 or effect for a period of ten days, Saturdays, Sundays, and public holi- 50 days excepted, after the minutes shall have been so transmitted and 51 delivered unless the respective Governor shall finally approve the 52 minutes or any part thereof, reciting any such action, within said ten- 53 day period. 54 (b) Each Governor shall, within ten days, exclusive of Saturdays, 55 Sundays, or public holidays, after the minutes shall have been so deliv- 56 ered, cause the same to be returned to the Gateway Development Commis-S. 6372--A 20 1 sion either with or without his veto on any action therein recited as 2 having been taken by any commissioner appointed from the Governor's 3 respective state. If the Governor does not return the minutes within 4 said ten-day period, any action therein recited as having been taken at 5 such meeting by any commissioner appointed from the Governor's respec- 6 tive state shall have force and effect according to the wording thereof. 7 15. Contracts of the Commission. (a) Definitions. As used in this 8 subdivision, the following terms shall have the following meanings 9 unless otherwise specified: 10 (i) "Construction item" means any such item or material used in 11 construction and which is procured directly by the Commission or office 12 or any such item or material commonly used in construction which is 13 procured by a person, other than a municipality, under contract with the 14 commission. 15 (ii) "Practicable" means capable of being used without violating the 16 following criteria: performance, availability at a reasonable period of 17 time and maintenance of a satisfactory level of completion. 18 (iii) "Product" means any material, supply, equipment or construction 19 item or other item whether real or personal property which is the 20 subject of any purchase, barter, or other exchange made to procure such 21 product. 22 (iv) "Secondary materials" means any material recovered from or other- 23 wise destined for the waste stream, including but not limited to, post- 24 consumer material, industrial scrap material, and overstock or obsolete 25 inventories from distributors, wholesalers and other companies as 26 defined in rules and regulations promulgated by the New York commission- 27 er of general services but such term does not include those materials 28 and byproducts generated from, and commonly reused within an original 29 manufacturing process. 30 (v) "Specification" means any description of the physical or func- 31 tional characteristics, or of the nature of a material, supply, equip- 32 ment or construction item. It may include a description of any require- 33 ment for inspecting, testing or preparing a material, supply, equipment 34 or construction item for delivery. 35 (b) Specifications. The Commission shall create and update product 36 specifications to ensure that: 37 (i) Specifications do not exclude the use of products manufactured 38 from secondary materials or require that products be manufactured from 39 virgin materials only, provided however, the specifications may include 40 such an exclusion if the Commission demonstrates that for a particular 41 end use a product containing secondary materials would not meet neces- 42 sary performance standards or that the cost of such products exceeds 43 that of similar products manufactured from virgin materials. 44 (ii) Performance standards, specifications and a product's intended 45 end use are related, and clearly identified when feasible. 46 (iii) Specifications are not overly stringent for a particular end use 47 or performance standard. 48 (iv) Specifications incorporate or require the use of secondary mate- 49 rials to the maximum extent practicable without jeopardizing the 50 performance or intended end use of the product; provided however, where 51 the Commission demonstrates that for a particular end use a product 52 containing secondary materials would not meet necessary performance 53 standards or that the cost of such product exceeds that of similar 54 products manufactured from virgin materials, such specifications need 55 not incorporate or require the use of secondary materials.S. 6372--A 21 1 (c) Ground for cancellation of contract by the Commission. A clause 2 shall be inserted in all specifications or contracts hereafter made or 3 awarded by the Commission, for work or services performed or to be 4 performed or goods sold or to be sold, to provide that upon the refusal 5 by a person, when called before a grand jury, head of a state depart- 6 ment, temporary state Commission or other agency of the state of New 7 York or the state of New Jersey, the organized crime task force in the 8 department of law of the state of New York, head of a city department, 9 or other city agency, which is empowered to compel the attendance of 10 witnesses and examine them under oath, to testify in an investigation 11 concerning any transaction or contract had with the applicable state, 12 any political subdivision thereof, a public authority or with any public 13 department, agency or official of the state of New York or the state of 14 New Jersey or of any political subdivision thereof or of a public 15 authority, to sign a waiver of immunity against subsequent criminal 16 prosecution or to answer any relevant question concerning such trans- 17 action or contract, such person, and any firm, partnership or corpo- 18 ration of which he or she is a member, partner, director or officer 19 shall be disqualified from thereafter selling to or submitting bids to 20 or receiving awards from or entering into any contracts with the Commis- 21 sion or official thereof, for goods, work or services, for a period of 22 five years after such refusal. 23 (d) Disqualification to contract with the Commission. Any person who, 24 when called before a grand jury, head of a state department, temporary 25 state Commission or other state agency of the state of New York or the 26 state of New Jersey, the organized crime task force in the department of 27 law of the state of New York, head of a city department, or other city 28 agency, which is empowered to compel the attendance of witnesses and 29 examine them under oath, to testify in an investigation concerning any 30 transaction or contract had with the applicable state, any political 31 subdivision thereof, a public authority or with a public department, 32 agency or official of the state or of any political subdivision thereof 33 or of a public authority, refuses to sign a waiver of immunity against 34 subsequent criminal prosecution or to answer any relevant questions 35 concerning such transaction or contract, and any firm, partnership or 36 corporation, of which he or she is a member, partner, director or offi- 37 cer shall be disqualified from thereafter selling to or submitting bids 38 to or receiving awards from or entering into any contracts with the 39 Commission or any official of the commission, for goods, work or 40 services, for a period of five years after such refusal or until a 41 disqualification shall be removed pursuant to the provisions of para- 42 graph (e) of this subdivision. It shall be the duty of the officer 43 conducting the investigation before the grand jury, the head of a state 44 department, the chairman of the temporary state Commission or other 45 state agency of the state of New York or the state of New Jersey, the 46 organized crime task force in the department of law of the state of New 47 York, the head of a city department or other city agency before which 48 the refusal occurs to send notice of such refusal, together with the 49 names of any firm, partnership or corporation of which the person so 50 refusing is known to be a member, partner, officer or director, to the 51 commissioner of transportation of the state of New York or the state of 52 New Jersey, or the commissioner of general services as the case may be, 53 and the appropriate departments, agencies and officials of the applica- 54 ble state, political subdivisions thereof or public authorities with 55 whom the persons so refusing and any firm, partnership or corporation of 56 which he or she is a member, partner, director or officer, is known toS. 6372--A 22 1 have a contract. However, when such refusal occurs before a body other 2 than a grand jury, notice of refusal shall not be sent for a period of 3 ten days after such refusal occurs. Prior to the expiration of this 4 ten-day period, any person, firm, partnership or corporation which has 5 become liable to the cancellation or termination of a contract or 6 disqualification to contract on account of such refusal may commence a 7 special proceeding at a special term of the supreme court of New York or 8 superior court of New Jersey, held within the judicial district in which 9 the refusal occurred, for an order determining whether the questions in 10 response to which the refusal occurred were relevant and material to the 11 inquiry. Upon the commencement of such proceeding, the sending of such 12 notice of refusal to answer shall be subject to order of the court in 13 which the proceeding was brought in a manner and on such terms as the 14 court may deem just. If a proceeding is not brought within ten days, 15 notice of refusal shall thereupon be sent as provided in this paragraph. 16 (e) Removal of disqualification of public contractors by petition. (i) 17 Any firm, partnership or corporation which has become subject to the 18 cancellation or termination of a contract or disqualification to 19 contract on account of the refusal of a member, partner, director or 20 officer thereof to waive immunity when called to testify, as provided in 21 paragraph (d) of this subdivision, may, upon ten days' notice to the 22 attorney general of the state in which the refusal occurred and to the 23 officer who conducted the investigation before the grand jury or other 24 body in which the refusal occurred, commence a special proceeding at a 25 special term of the supreme court of New York or superior court of New 26 Jersey held within the judicial district in which the refusal occurred 27 for a judgment discontinuing the disqualification. Such application 28 shall be in the form of a petition setting forth grounds, including that 29 the cooperation by petitioner with the grand jury or other body at the 30 time of the refusal was such, and the amount and degree of control and 31 financial interest, if any, in the petitioning firm, partnership or 32 corporation by the member, partner, officer or director who refused to 33 waive immunity is such that it will not be in the public interest to 34 cancel or terminate petitioner's contracts or to continue the disquali- 35 fication, as provided in paragraph (d) of this subdivision. A copy of 36 the petition and accompanying papers shall be served with the notices to 37 be given pursuant to this subdivision. 38 (ii) Upon the filing of a petition described in subparagraph (i) of 39 this paragraph the court may stay as to petitioner, pending a decision 40 upon the petition, the cancellation or termination of any contracts 41 resulting from such refusal upon such terms as to notice or otherwise as 42 may be just. 43 (iii) At least two days prior to the return day, the officer who 44 conducted the investigation before the grand jury or other body and the 45 attorney general may file answers to the petition or apply for judgment 46 dismissing the petition as a matter of law. On or before the return day 47 the petitioner may file a reply to the answer. 48 (iv) Upon the return day the court may, upon the petition and answer 49 and other papers filed, forthwith render such judgment as the case 50 requires, or if a triable issue of fact is duly raised, it shall forth- 51 with be tried before a court sitting without a jury or before a referee. 52 The provisions of statute or rule governing references in an action 53 shall apply to a reference under this subdivision. 54 (v) The court shall render judgment dismissing the petition on the 55 merits or discontinuing the disqualification upon the ground that the 56 public interest would be served by its discontinuance, and granting suchS. 6372--A 23 1 other relief as to the cancellation or termination of contracts as may 2 be appropriate, but without costs to petitioner. 3 (f) Statement of non-collusion in bids or proposals to the Commission. 4 (i) Every bid or proposal hereafter made to the Commission or to any 5 official of the Commission, where competitive bidding is utilized, for 6 work or services performed or to be performed or goods sold or to be 7 sold, shall contain the following statement subscribed by the bidder and 8 affirmed by such bidder as true under the penalties of perjury: 9 "1. By submission of this bid, each bidder and each person signing on 10 behalf of any bidder certifies, and in the case of a joint bid each 11 party thereto certifies as to its own organization, under penalty of 12 perjury, that to the best of his knowledge and belief: 13 2. The prices in this bid have been arrived at independently without 14 collusion, consultation, communication, or agreement, for the purpose of 15 restricting competition, as to any matter relating to such prices with 16 any other bidder or with any competitor; 17 3. Unless otherwise required by law, the prices which have been quoted 18 in this bid have not been knowingly disclosed by the bidder and will not 19 knowingly be disclosed by the bidder prior to opening, directly or indi- 20 rectly, to any other bidder or to any competitor; and 21 4. No attempt has been made or will be made by the bidder to induce 22 any other person, partnership or corporation to submit or not to submit 23 a bid for the purpose of restricting competition." 24 (ii) A bid shall not be considered for award nor shall any award be 25 made where the provisions of subparagraph (i) of this paragraph have not 26 been complied with; provided however, that if in any case the bidder 27 cannot make the foregoing certification, the bidder shall so state and 28 shall furnish with the bid a signed statement which sets forth in detail 29 the reasons therefor. Where the provisions of subparagraph (i) of this 30 paragraph have not been complied with, the bid shall not be considered 31 for award nor shall any award be made unless the Commission or official 32 thereof determines that such disclosure was not made for the purpose of 33 restricting competition. The fact that a bidder (A) has published price 34 lists, rates, or tariffs covering items being procured, (B) has informed 35 prospective customers of proposed or pending publication of new or 36 revised price lists for such items, or (C) has sold the same items to 37 other customers at the same prices being bid, does not constitute, with- 38 out more, a disclosure. 39 (iii) Any bid hereafter made to the Commission by a corporate bidder 40 for work or services performed or to be performed or goods sold or to be 41 sold, where competitive bidding is utilized, and where such bid contains 42 the certification referred to in subparagraph (i) of this paragraph, 43 shall be deemed to have been authorized by the board of directors of the 44 bidder, and such authorization shall be deemed to include the signing 45 and submission of the bid and the inclusion therein of the certificate 46 as to non-collusion as the act and deed of the corporation. 47 (g) Procurement contracts. (i) Definitions. For the purposes of this 48 subdivision: 49 (A) "Allowable indirect costs" means those costs incurred by a profes- 50 sional firm that are generally associated with overhead which cannot be 51 specifically identified with a single Project or contract and are 52 considered reasonable and allowable under specific state contract or 53 allowability limits. 54 (B) "Minority business enterprise" means any business enterprise, 55 including a sole proprietorship, partnership, or corporation: with more 56 than fifty percent of the ownership interest owned by one or more minor-S. 6372--A 24 1 ity group members or, in the case of a publicly-owned business, where 2 more than fifty percent of the common stock or other voting interests 3 are owned by one or more minority group members; in which the minority 4 ownership is real, substantial, and continuing; in which the minority 5 ownership has and exercises the authority to control independently the 6 day-to-day business decisions of the enterprise; and authorized to do 7 business in the state of New York or the state of New Jersey, independ- 8 ently owned and operated, and not dominant in its field. 9 (C) "Minority group member" means a United States citizen or permanent 10 resident alien who is and can demonstrate membership in one of the 11 following groups: black persons having origins in any of the black 12 African racial groups not of Hispanic origin; Hispanic persons of Mexi- 13 can, Puerto Rican, Dominican, Cuban, Central or South American of either 14 Indian or Hispanic origin, regardless of race; Asian and Pacific Islan- 15 der persons having origins in any of the Far East, Southeast Asia, the 16 Indian subcontinent or the Pacific Islands; or Native American persons 17 having origins in any of the original peoples of North America. 18 (D) "Professional firm" means any individual or sole proprietorship, 19 partnership, corporation, association, or other legal entity permitted 20 by law to practice the professions of architecture, engineering, or 21 surveying. 22 (E) "Women-owned business enterprise" means a business enterprise, 23 including a sole proprietorship, partnership or corporation: with more 24 than fifty percent of the ownership interest owned by one or more United 25 States citizens or permanent resident aliens who are women or, in the 26 case of a publicly-owned business, where more than fifty percent of the 27 common stock or other voting interests is owned by United States citi- 28 zens or permanent resident aliens who are women; in which the ownership 29 interest of women is real, substantial, and continuing; in which the 30 women ownership has and exercises the authority to control independently 31 the day-to-day business decisions of the enterprise; and authorized to 32 do business in the state of New York or the state of New Jersey, inde- 33 pendently owned and operated, and not dominant in its field. 34 (F) "Procurement contracts" means any written agreement for the acqui- 35 sition of goods or services of any kind, in the actual or estimated 36 amount of five thousand dollars or more. 37 (ii) The Commission shall adopt by resolution comprehensive guidelines 38 which detail the Commission's operative policy and instructions regard- 39 ing the use, awarding, monitoring and reporting of procurement 40 contracts. Such guidelines shall be annually reviewed and approved by 41 the Commission. 42 (iii) The guidelines approved by the Commission shall include, but not 43 be limited to the following: 44 (A) A description of the types of goods purchased, and for procurement 45 contracts for services, a description of those areas of responsibility 46 and oversight requiring the use of personal services and the reasons for 47 the use of personal services in such areas. 48 (B) Requirements regarding the selection of contractors, which shall 49 include provisions: 50 (1) for the selection of such contractors on a competitive basis, and 51 provisions relating to the circumstances under which the board may by 52 resolution waive competition; and 53 (2) setting forth responsibilities of contractors. 54 (C) An identification of those areas or types of contracts for which 55 minority or women-owned business enterprises may best bid so as toS. 6372--A 25 1 promote and assist participation by such enterprises and facilitate a 2 fair share of the awarding of contracts to such enterprises. 3 (D) Requirements for providing notice, in addition to any other notice 4 of procurement opportunities, to professional and other organizations 5 that serve minority and women-owned business enterprises providing the 6 types of services procured by the Commission. 7 (E) The establishment of appropriate goals for participation by minor- 8 ity or women-owned business enterprises in procurement contracts awarded 9 by the Commission and for the utilization of minority and women-owned 10 enterprises as subcontractors and suppliers by entities having procure- 11 ment contracts with the Commission. 12 (F) A listing of the types of provisions to be contained in procure- 13 ment contracts, including provisions concerning the nature and monitor- 14 ing of the work to be performed, the use of Commission supplies and 15 facilities, the use of Commission personnel and any other provisions. 16 (G) Provisions regarding procurement contracts which involve former 17 officers or employees of the Commission. 18 (H) Policies to promote the participation by business enterprises and 19 residents of the state of New York and the state of New Jersey in 20 procurement contracts. 21 (iv) For the purposes of this paragraph: 22 (A) "New Jersey business enterprise" means a business enterprise, 23 including a sole proprietorship, partnership, or corporation, which 24 offers for sale or lease or other form of exchange, goods which are 25 sought by the Commission and which are substantially manufactured, 26 produced or assembled in New Jersey, or services which are sought by the 27 Commission and which are substantially performed within New Jersey. 28 (B) "New Jersey resident" means a natural person who maintains a 29 fixed, permanent, and principal home located within New Jersey and to 30 which such person, whenever temporarily located, always intends to 31 return. 32 (C) "New York resident" means a natural person who maintains a fixed, 33 permanent and principal home located within New York state and to which 34 such person, whenever temporarily located, always intends to return. 35 (D) "New York state business enterprise" means a business enterprise, 36 including a sole proprietorship, partnership, or corporation, which 37 offers for sale or lease or other form of exchange, goods which are 38 sought by the Commission and which are substantially manufactured, 39 produced or assembled in New York state, or services which are sought by 40 the Commission and which are substantially performed within New York 41 state. 42 (v) The Commission shall have the power from time to time to amend 43 such procurement contract guidelines in accordance with the provisions 44 of this subdivision. 45 (vi) The Commission shall annually prepare and approve a report on 46 procurement contracts, where any such contracts have been entered into 47 for such year, which shall include the guidelines, as specified in this 48 subdivision, an explanation of the guidelines and any amendments thereto 49 since the last annual report. Such report on procurement contracts may 50 be a part of any other annual report that the corporation is required to 51 make. 52 (vii) The Commission shall annually submit its report on procurement 53 contracts to the governor of New York and the governor of New Jersey and 54 copies thereof to the New York senate finance committee, New Jersey 55 senate budget committee, the New York assembly ways and means committee, 56 the New Jersey general assembly appropriations committee, and the NewS. 6372--A 26 1 York state authorities budget office. The Commission shall make avail- 2 able to the public copies of its report on procurement contracts upon 3 reasonable request therefor. 4 (viii) Nothing contained in this paragraph shall be deemed to alter, 5 affect the validity of, modify the terms of or impair any contract or 6 agreement made or entered into in violation of, or without compliance 7 with, the provisions of this section. 8 16. Subsidiaries of the Commission. (a) The commission shall provide 9 notice to the governor of each state, the majority leader of each house 10 of the legislature of each state no less than sixty days prior to the 11 formation of the subsidiary. 12 (b) The creation of a subsidiary corporation shall be approved by the 13 board. 14 (c) Within sixty days of the effective date of this act, and on or 15 before the first day of January of each year annually thereafter, any 16 subsidiary corporation, in cooperation with the Commission, shall 17 provide to the governor and legislature of each state a report on the 18 subsidiary corporation. The report shall include for each subsidiary: 19 (i) the complete legal name, address, and contact information of the 20 subsidiary; 21 (ii) the structure of the organization of the subsidiary, including 22 the names and titles of each of its members, directors, and officers, as 23 well as a chart of its organizational structure; 24 (iii) the complete bylaws and legal organization papers of the subsid- 25 iary; 26 (iv) a complete report of the purpose, operations, mission, and 27 Projects of the subsidiary; and 28 (v) any other information the subsidiary corporation deems important 29 to include in the report. 30 (d) Sixty days prior to the issuance of any debt by the subsidiary 31 corporation, or the Commission on behalf of the subsidiary corporation, 32 the Commission shall in addition to any other requirements concerning 33 the issuance of debt by the Commission, provide notice to the governor 34 of each state, and the majority leader of each house of the legislature 35 of each state. For purposes of this subdivision, as applicable to New 36 York state "majority leader" shall mean the speaker of the assembly of 37 the New York state legislature or temporary president of the senate of 38 the New York state legislature. For purposes of this section, as appli- 39 cable to the state of New Jersey "majority leader" shall mean the presi- 40 dent of the senate or the speaker of the general assembly of the state 41 of New Jersey. 42 17. Disposition of property by the Commission. (a) Any sale of real 43 property by the Commission shall be undertaken and conducted pursuant to 44 the provisions of the existing laws governing the sale of real property 45 by the Commission in the state in which such real property is located 46 and by approval of the board. 47 (b) No disposition of real property, or any interest in real property, 48 shall be made unless an appraisal of the value of such real property has 49 been made by an independent appraiser and included in the record of the 50 transaction, and, provided further, that no disposition of any other 51 real property, which because of its unique nature or the unique circum- 52 stances of the proposed transaction is not readily valued by reference 53 to an active market for similar real property, shall be made without a 54 similar appraisal. 55 (c) Disposal of real property for less than fair market value. No 56 property owned, leased, or otherwise in the control of the CommissionS. 6372--A 27 1 may be sold, leased, or otherwise alienated for less than its fair 2 market value unless: 3 (i) the transferee is a government or other public entity, and the 4 terms and conditions of the transfer require that the ownership and use 5 of the real property will remain with the government or any other public 6 entity; or 7 (ii) the purpose of the transfer is within the purpose, mission, or 8 governing statute of the Commission and a written determination is made 9 by the board that there is no reasonable alternative to the proposed 10 below-market transfer that would achieve the same purpose of such trans- 11 fer, prior to board approval of such a transfer. 12 (d) The board shall adopt, prior to the appropriation of any property, 13 appropriate rules and regulations concerning disposition, acquisition, 14 and transfer of real property or any interest in real property by the 15 Commission which shall, at a minimum, include a requirement that the 16 following information be made available to the board at the meeting 17 where approval of such a disposition, acquisition or transfer is sched- 18 uled: 19 (i) a full description of the property; 20 (ii) a description of the purpose of the disposition, acquisition, or 21 transfer; 22 (iii) a statement of the value to be received from such a disposition, 23 acquisition, or transfer; 24 (iv) the names of any private parties participating in the disposi- 25 tion, acquisition, or transfer; and 26 (v) in the case of a property disposition for less than fair market 27 value, an explanation and a written determination by the board that 28 there is no reasonable alternative to the proposed below-market value 29 that would achieve the same purpose of such disposition. 30 (e) Not less than ten days in advance of any meeting of the board at 31 which the board is to consider an action to authorize the sale of real 32 property owned by the Commission, the chief executive officer of the 33 Commission shall provide public notice of such proposed action along 34 with relevant material terms and provisions of such sale including, but 35 not limited to, the information made available pursuant to paragraph (b) 36 of this subdivision, by posting on the Commission's website. 37 (f) The chief executive officer may authorize or arrange for contracts 38 for the sale of personal property owned by the Commission upon such 39 terms and conditions as the chief executive officer may deem proper and 40 execute the same on behalf of the Commission where the value of such 41 personal property is not in excess of $1,000,000; provided, however, 42 that personal property valued at more than $250,000 shall not be sold by 43 authority of the chief executive officer other than to the highest 44 bidder after public advertisement. Where the value of such personal 45 property is in excess of $1,000,000, the sale of such property must be 46 authorized by the board upon such terms as the board may deem proper. 47 (g) The Commission may retain brokers or third-party vendors that 48 facilitate online auctions, or assist in disposing of surplus real and 49 personal property of the port authority. 50 18. (a) Notwithstanding the provisions of any general or special stat- 51 utes, the comptroller of the state of New York and the comptroller of 52 the state of New Jersey and their legally authorized representatives are 53 hereby authorized and empowered from time to time to examine the 54 accounts books of the Commission, including their receipts, disburse- 55 ments, contracts, leases, sinking fund, investments and such other items 56 referring to their financial standing and receipts and disbursements asS. 6372--A 28 1 such comptroller may deem proper. Such examination may be made by either 2 comptroller at any time or both comptrollers acting together. 3 (b) The comptrollers of the respective states acting individually or 4 collectively shall report to the governors and the legislatures of the 5 respective states the result of such examination. 6 19. State commitment. The state of New Jersey and the state of New 7 York shall provide equal funding for phase one of the Project. To the 8 extent that the port authority of New York and New Jersey provides 9 support for debt service obligations incurred by the Commission for 10 phase one, the value of that support will be ascribed one-half each to 11 the state of New York and the state of New Jersey in determining their 12 total funding for the state commitment to phase one. The governor of New 13 Jersey, the governor of New York and the executive director of the port 14 authority shall execute a memorandum of understanding detailing the 15 timing and source of funding for their commitment to phase one of the 16 Project, and if agreed to in an amendment to a memorandum, for phase two 17 of the Project or portions thereof. 18 For any toll or fee imposed on an instrumentality of either state, 19 pursuant to a memorandum of understanding executed pursuant to this 20 section, the revenue generated from that toll or fee shall count toward 21 that state's share for purposes of any memorandum of understanding 22 established pursuant to this section. 23 20. The facilitation of any portion of the Project that is located 24 within New York state shall be designated public work and shall be 25 subject to the respective provisions of New York state labor law that 26 are applicable as a result of such designation. However, nothing herein 27 shall be construed to prevent the compliance with federal law, regu- 28 lations or other requirements for any portion of the Project anticipated 29 to be funded by federal funding. The facilitation of any portion of the 30 Project that is located within the state of New Jersey shall be desig- 31 nated public work and shall be subject to the respective provisions of 32 New Jersey state labor law that are applicable as a result of such 33 designation. However, nothing herein shall be construed to prevent the 34 compliance with federal law, regulations or other requirements for any 35 portion of the Project anticipated to be funded by federal funding. 36 § 3. Subdivisions 1, 2 and 3 of section 14-c of the transportation 37 law, as added by chapter 639 of the laws of 1971, are amended to read as 38 follows: 39 1. The department of transportation may cooperate and contract with 40 the national railroad passenger corporation or if deemed necessary, 41 desirable or convenient by the commissioner to facilitate the purposes 42 of this section, with gateway development commission to the extent that 43 commission is so authorized to act under its authorizing statute, for 44 any intercity rail passenger services deemed necessary, convenient or 45 desirable by the commissioner, within the amounts available by appropri- 46 ation therefor, as such services are made available pursuant to the 47 provisions of the rail passenger service act of nineteen hundred seventy 48 and any acts amendatory or supplemental thereto, subject to the approval 49 of the director of the budget or pursuant to reimbursement available 50 from the gateway development commission, any railroad company, any other 51 state or agency, the federal government, any public authority of this 52 state or any other state or two or more states, or any political subdi- 53 vision or municipality of the state. Notwithstanding any inconsistent 54 law, general, special or local, the commissioner, as funds are made 55 available for the purposes hereof, is hereby empowered to contract with 56 such corporation or Commission and to do all other things necessary,S. 6372--A 29 1 convenient or desirable on behalf of the state to secure the full bene- 2 fits available under and pursuant to such act and any other federal act 3 which provides funding for intercity rail passenger services, and to 4 contract and do all other things necessary as hereinafter provided on 5 behalf of the state to effect [the] and facilitate intercity rail 6 passenger [service program] services which he determines is necessary, 7 convenient or desirable and the department of transportation may cooper- 8 ate and contract with gateway development commission for passenger rail 9 activities, to the extent that gateway development commission is so 10 authorized to act under its authorizing statute, provided, however, that 11 the department of transportation shall only contract with the gateway 12 development commission if such contract is approved by that commission's 13 board in accordance with its authorizing statute. 14 2. The commissioner shall coordinate the intercity rail passenger 15 activities of the state and other interested public and private organ- 16 izations and persons to effectuate the purposes of this section and 17 shall have the responsibility for negotiating with the federal govern- 18 ment with respect to intercity rail passenger service programs. The 19 commissioner is authorized to enter into joint service agreements and 20 other agreements between the state and any railroad company, any other 21 state department or agency, the federal government, the Canadian govern- 22 ment, any other state, or agency or instrumentality thereof, any public 23 authority of this state or any other state or two or more states, or any 24 political subdivision or municipality of the state, relating to proper- 25 ty, buildings, structures, facilities, services, rates, fares, classi- 26 fications, dividends, allowances or charges (including charges between 27 intercity rail passenger service facilities), or rules or regulations 28 pertaining thereto, for or in connection with or incidental to transpor- 29 tation in part upon intercity rail passenger service facilities. Inter- 30 city rail passenger service facilities include the right of way and 31 related trackage, rails, cars, locomotives, or other rolling stock, 32 signal, power, fuel, communication and ventilation systems, power 33 plants, stations, terminals, tunnels, storage yards, repair and mainte- 34 nance shops, yards, equipment and parts, offices and other real estate 35 or personnel used or held for or incidental to the operation, rehabili- 36 tation or improvement of any railroad operating intercity rail passenger 37 service or to operate such service, including but not limited to build- 38 ings, structures, and rail property. 39 3. [The] Notwithstanding any other provision of law, general, special, 40 charter or local, the commissioner may on such terms and conditions as 41 he may determine necessary, convenient or desirable, establish, 42 construct, effectuate, operate, maintain, renovate, improve, extend or 43 repair any such intercity rail passenger service facility or any related 44 services and activities, or may provide for such by contract, lease or 45 other arrangement on such terms as the commissioner may deem necessary, 46 convenient or desirable with any agency, corporation or person, includ- 47 ing but not limited to any railroad company, any state agency, the 48 federal government, the Canadian government, any other state or agency 49 or instrumentality thereof, any public authority of this or any other 50 state or two or more states, or any political subdivision or munici- 51 pality of the state. 52 § 4. Notwithstanding any other provision of law of New York or New 53 Jersey, general, special, charter or local, each state and local govern- 54 ment, any agency, instrumentality, department, commission or authority 55 thereof, and any bi-state agency are hereby authorized and empowered toS. 6372--A 30 1 cooperate with, aid and assist the Commission in effectuating the 2 provisions of this act, as it may be amended or supplemented hereafter. 3 § 5. a. There shall be three commissioners of the Commission appointed 4 from this state, in accordance with section two of this act. 5 b. Notwithstanding the foregoing, the initial three commissioners 6 shall be appointed by the commissioner of the department of transporta- 7 tion to serve for one year of the initial three-year term and the 8 commissioner of the department of transportation shall thereafter 9 appoint, for the remaining two years of such term, commissioners by and 10 with the advice and consent of the New York State Senate. Any commis- 11 sioners thereafter, shall be appointed by the commissioner of the 12 department of transportation by and with the advice and consent of the 13 New York State Senate. 14 c. All vacancies in the office of commissioner of the Commission shall 15 be filled in the same manner as the original appointment. 16 d. Each appointment to fill a vacancy occurring or existing by reason 17 of the expiration of a term, shall be for a term expiring on the first 18 day of May in the third year following the date of the expiration of the 19 term of the appointee's predecessor. Each appointment made to fill a 20 vacancy occurring or existing by reason other than the expiration of 21 term shall be for the unexpired portion of the term of the appointee's 22 predecessor. 23 e. All commissioners from this state shall continue to hold office 24 after the expiration of the terms for which they are appointed and until 25 their respective successors are appointed and qualified. No period 26 during which any such commissioner shall hold over shall be deemed to be 27 an extension of the commissioner's term of office for the purpose of 28 computing the date on which a successor's term expires. 29 f. Any commissioner from this state may be removed from office and 30 shall be removable by the commissioner of the department of transporta- 31 tion, for inefficiency, breach of fiduciary duty, neglect of duty or 32 misconduct in office, provided, however, that such member shall be given 33 a copy of the charges against him or her and an opportunity of being 34 heard in person, or by counsel, in his or her defense upon not less than 35 ten days' notice. 36 g. The collective vote of the New York commissioners of the Commission 37 shall be determined by the affirmative vote of at least two of the New 38 York commissioners. 39 § 6. Upon the concurrence of the state of New Jersey, the state of New 40 Jersey and the state of New York consent to suits, actions or 41 proceedings of any form or nature at law, in equity, or otherwise 42 (including proceedings to enforce arbitration agreements), against the 43 Commission, and to appeals therefrom and reviews thereof, except as 44 hereinafter provided. The foregoing consent does not extend to: (a) 45 suits, actions, or proceedings upon any causes of action whatsoever 46 accruing before the effective date of this act; (b) suits, actions or 47 proceedings upon any causes of action whatsoever, upon, in connection 48 with, or arising out of any contract, express or implied, entered into 49 or assumed by or assigned to the Commission before the effective date of 50 this act (including any supplement to, or amendment, extension or 51 renewal of any such contract, even if such supplement, amendment, exten- 52 sion or renewal is made on or after the effective date of this act), 53 regardless of whether such cause of action accrued before or after that 54 date; (c) civil suits, actions or proceedings for the recovery of statu- 55 tory penalties; and (d) suits, actions or proceedings for judgments, 56 orders or decrees restraining, enjoining or preventing the CommissionS. 6372--A 31 1 from committing or continuing to commit any act or acts, other than 2 suits, actions or proceedings by the Attorney General of New Jersey or 3 by the Attorney General of New York, each of whom is hereby authorized 4 to bring such suits, actions or proceedings in his or her discretion on 5 behalf of any person or persons whatsoever who requests the Attorney 6 General to do so, except in the cases otherwise excluded by this act; 7 provided, that in any such suit, action or proceeding, no judgment, 8 order or decree shall be entered except upon at least two days' prior 9 written notice to the Commission of the proposed entry thereof. 10 The Commission shall be immune from liability as though it were the 11 state of New York, except to the extent that such immunity is waived by 12 the state of New York under section 8 of the New York court of claims 13 act. 14 § 7. The Commission shall dissolve following a joint determination by 15 the Governor of New Jersey and the Governor of New York that the Project 16 has been completed or should be transferred to another agency, instru- 17 mentality or entity and: (i) any bonds or other securities issued and 18 any other debt incurred for such Project purposes have been repaid or 19 arrangements have been made to ensure such repayment in full, without 20 impairment of credit worthiness and; (ii) Amtrak is not unduly preju- 21 diced by such dissolution. 22 § 8. Sections one, two, four, six and seven of this act establishing 23 the "Gateway Development Commission Act" may be amended, altered, 24 supplemented, or repealed from time to time through the enactment of law 25 by one state concurred in through the enactment of law in the other 26 state. 27 § 9. Severability. (a) If any provision of this act or the application 28 thereof to any person or circumstance is held invalid, including as not 29 in accordance with federal law or federal constitutional requirements, 30 such invalidity shall not affect other provisions or applications of the 31 act which can be given effect without the invalid provision or applica- 32 tion and to this end the provisions of this act are declared to be 33 severable. 34 (b) The provisions of this act, and the powers vested in the Gateway 35 Development Commission, shall be liberally construed to give effect to 36 the purposes of this act. 37 § 10. (a) Sections one, two, four, six, seven and eight of this act 38 shall take effect upon the enactment into law by the state of New Jersey 39 of legislation having an identical effect with this act, but if the 40 state of New Jersey shall have already enacted such legislation, 41 sections one, two, four, six, seven and eight of this act shall take 42 effect immediately provided further that sections three, five and nine 43 of this act shall take effect when sections one, two, four, six, seven 44 and eight of this act take effect; provided that the state of New Jersey 45 shall notify the legislative bill drafting commission upon the occur- 46 rence of the enactment of the legislation provided for in this act in 47 order that the commission may maintain an accurate and timely effective 48 data base of the official text of the laws of the state of New York in 49 furtherance of effectuating the provisions of section 44 of the legisla- 50 tive law and section 70-b of the public officers law; 51 (b) Provided that the Gateway Development Commission shall notify the 52 legislative bill drafting commission upon the occurrence of the intended 53 dissolution pursuant to section seven of this act in order that the 54 commission may maintain an accurate and timely effective data base of 55 the official text of the laws of the state of New York in furtherance ofS. 6372--A 32 1 effectuating the provisions of section 44 of the legislative law and 2 section 70-b of the public officers law; 3 (c) This act shall expire and be deemed repealed fifteen years from 4 the effective date herein established, provided, however, that such 5 repeal shall only occur if federal funding that is necessary for 6 purposes of facilitating phase one of the Project has not been granted 7 to the Gateway Development commission; provided further that the Gateway 8 Development commission shall notify the legislative bill drafting 9 commission upon the occurrence of the repeal of the legislation provided 10 for in this act in order that the legislative bill drafting commission 11 may maintain an accurate and timely effective data base of the official 12 text of the laws of the state of New York in furtherance of effectuating 13 the provisions of section 44 of the legislative law and section 70-b of 14 the public officers law; and 15 (d) Any amendments to paragraph (c) of this section shall take effect 16 only upon the enactment into law by the state of New Jersey of legis- 17 lation having an identical effect, but if the state of New Jersey shall 18 have already enacted such legislation, any amendments to paragraph (c) 19 of this section shall take effect immediately.
