senate Bill S7094

Relates to the functioning of the port authority as an open, transparent and accountable interstate public authority

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Bill Status


  • Introduced
  • In Committee
  • On Floor Calendar
    • Passed Senate
    • Passed Assembly
  • Delivered to Governor
  • Signed/Vetoed by Governor
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  • 25 / Apr / 2014
    • REFERRED TO CORPORATIONS, AUTHORITIES AND COMMISSIONS

Summary

Relates to the functioning of the port authority as an open, transparent and accountable interstate public authority.

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Bill Details

Versions:
S7094
Legislative Cycle:
2013-2014
Current Committee:
Senate Corporations, Authorities And Commissions
Law Section:
Public Authorities
Laws Affected:
Amd Arts IV, VII & XIV, add Arts VII-B & VII-C, Chap 154 of 1921
Versions Introduced in 2011-2012 Legislative Cycle:
A9150A

Sponsor Memo

BILL NUMBER:S7094

TITLE OF BILL: An act to amend chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey, in relation
to the functioning of the port authority as an open, transparent and
accountable interstate public authority

PURPOSE: This bill would require the Port Authority of New York and
New Jersey to adhere to accountability and transparency standards that
were imposed on New York state public authorities in 2005 and 2009.

SUMMARY OF PROVISIONS:

Section one of the bill sets forth the legislative findings.

Section two amends Article IV of chapter 154 relating to the
commissioners of the Port Authority to provide bow commissioners are
appointed, and setting forth specific duties and responsibilities to
be performed by the board of commissioners, including the
establishment of an audit, finance and governance committee.

Section three makes a conforming amendment relating to the new article
VH-B.

Section four adds a new Article VII-13 to chapter 154 to add the
following additional duties and responsibilities to those currently
performed by the board of commissioners, including:

* Setting forth specific procedures for disposing of Port Authority
property;

* Describing the specific information that must be included in the
annual report of the Port Authority;

* Requiring the financial statements of the Port Authority to be
subject to certain auditing standards, and imposing duties and
responsibilities on the auditing firm retained by the Port Authority
to perform the audits;

* Establishing a whistleblower access and assistance program;

* Establishing an office of Inspector General;

* Establishing rules relating to contacts with lobbyists; and

* Requiring the Port Authority to conduct public hearings before
raising tolls and fares, and setting forth certain requirements for
such public hearings.

Section five amends Article XIV of chapter 154 relating to the
appointment of the chair of the board and the executive director of
the Port Authority.

Section six set forth the severability clause. Section seven sets
forth the effective date.


JUSTIFICATION: In 2005 and 2009, the state of New York enacted
comprehensive legislation to improve the practices of, and increase
oversight over, the state's public authorities. As entities that are
publicly-funded and are created to perform or provide an important
public service, it was important to increase and enhance the
accountability and transparency of the public authorities.

The Public Authority of New York and New Jersey is a multi-billion
dollar company that performs and provides vital transportation and
infrastructure functions and services in the state of New York. The
Port Authority's operations include Newark, LaGuardia and Kennedy
airports; the Port of New York and New Jersey, which is the leading
maritime cargo port on the east coast of North America; PATH.mass
transit system; the World Trade Center; and numerous bridges and
tunnels, including the George Washington Bridge and the Lincoln and
Holland Tunnels.

With such a substantial and vital presence in this state, the Port
Authority should abide by and be subject to the same laws as are
currently imposed on all other New York state public authorities. The
measures contained in this legislation will bring accountability and
transparency to the Port Authority. It will also allow the public and
government officials to have confidence that the Authority is
committed to its mission in a responsible and fiscally sound manner.

It is in the best interest of the public that the states of New York
and New Jersey enact substantially identical legislation to ensure
that the Port Authority functions as an open, transparent and
accountable interstate public authority.

PRIOR LEGISLATIVE HISTORY: A.3944; passed Assembly, 2013.

FISCAL IMPLICATIONS: Minimal

EFFECTIVE DATE: This act shall take effect upon the enactment into
law by the state of New Jersey of legislation having an identical
effect with this Act.

view bill text
                    S T A T E   O F   N E W   Y O R K
________________________________________________________________________

                                  7094

                            I N  S E N A T E

                             April 25, 2014
                               ___________

Introduced by Sens. GOLDEN, RANZENHOFER -- read twice and ordered print-
  ed, and when printed to be committed to the Committee on Corporations,
  Authorities and Commissions

AN  ACT  to  amend chapter 154 of the laws of 1921, relating to the Port
  Authority of New York and New Jersey, in relation to  the  functioning
  of  the  port authority as an open, transparent and accountable inter-
  state public authority

  THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND  ASSEM-
BLY, DO ENACT AS FOLLOWS:

  Section  1.  Legislative  findings. The legislature finds and declares
that:
  In 2005 and 2009, the state of New York enacted  comprehensive  legis-
lation  to  improve  the  practices of, and increase oversight over, the
state's public authorities. As entities that are mostly publicly  funded
and  are  created to provide an important public service or good, it was
important to increase and enhance the accountability and transparency of
the public authorities.
  The public authority of New York and New  Jersey  is  a  multi-billion
dollar  company  that  performs  and  provides  vital transportation and
infrastructure functions and services in the state of  New  York.  Since
the  state  of  New  York  has jurisdiction over the port authority, the
legislature believes that the port authority  should  abide  by  and  be
subject  to the same laws as are currently imposed on all other New York
state public authorities.
  It is in the best interest of the public that the states of  New  York
and  New Jersey enact substantially identical legislation to ensure that
the port authority functions as an  open,  transparent  and  accountable
interstate public authority.
  S  2.  Article  IV  of  section  1 of chapter 154 of the laws of 1921,
relating to the Port Authority of New York and New Jersey, as amended by
chapter 419 of the laws of 1930, is amended to read as follows:
                               ARTICLE IV
  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners, six resident voters from the state of New York, at  least  four

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD05559-04-4

S. 7094                             2

of  whom shall be resident voters of the city of New York, and six resi-
dent voters from the state of New Jersey, at least four of whom shall be
resident voters within the New Jersey portion of the district[, the  New
York  members  to  be chosen by the state of New York and the New Jersey
members by the state of New Jersey in the manner and for the terms fixed
and determined from time to  time  by  the  legislature  of  each  state
respectively,  except  as  herein  provided]. THE GOVERNOR OF EACH STATE
SHALL APPOINT THE MEMBERS FROM HIS OR HER STATE, BY AND WITH THE  ADVICE
AND  CONSENT OF THE STATE SENATE THEREOF.  COMMISSIONERS SHALL SERVE FOR
OVERLAPPING SIX-YEAR TERMS, WITHOUT SALARY OR  OTHER  COMPENSATION,  BUT
SHALL  BE  REIMBURSED  FOR ALL ACTUAL AND NECESSARY EXPENSES INCURRED IN
THE DISCHARGE OF THEIR OFFICIAL DUTIES. Each commissioner may be removed
or suspended from office as provided by the law of the state from  which
he shall be appointed.
  S  2.  ROLE  AND  RESPONSIBILITIES  OF COMMISSIONERS. A. COMMISSIONERS
SHALL (1) EXECUTE DIRECT OVERSIGHT OF THE  AUTHORITY'S  CHIEF  EXECUTIVE
AND  OTHER  MANAGEMENT  IN  THE  EFFECTIVE AND ETHICAL MANAGEMENT OF THE
AUTHORITY; (2) UNDERSTAND, REVIEW  AND  MONITOR  THE  IMPLEMENTATION  OF
FUNDAMENTAL  FINANCIAL AND MANAGEMENT CONTROLS AND OPERATIONAL DECISIONS
OF THE AUTHORITY; (3) ESTABLISH POLICIES REGARDING THE PAYMENT OF  SALA-
RY, COMPENSATION AND REIMBURSEMENTS TO, AND ESTABLISH RULES FOR THE TIME
AND  ATTENDANCE OF, THE CHIEF EXECUTIVE AND MANAGEMENT; (4) ADOPT A CODE
OF ETHICS APPLICABLE TO EACH OFFICER, DIRECTOR AND EMPLOYEE THAT,  AT  A
MINIMUM, INCLUDES THE APPLICABLE STANDARDS ESTABLISHED IN THE ETHICS LAW
OF BOTH STATES; (5) ESTABLISH WRITTEN POLICIES AND PROCEDURES ON PERSON-
NEL   INCLUDING  POLICIES  PROTECTING  EMPLOYEES  FROM  RETALIATION  FOR
DISCLOSING  INFORMATION  CONCERNING  ACTS  OF  WRONGDOING,   MISCONDUCT,
MALFEASANCE,  OR  OTHER  INAPPROPRIATE  BEHAVIOR BY AN EMPLOYEE OR BOARD
MEMBER OF THE AUTHORITY, INVESTMENTS, TRAVEL, THE  ACQUISITION  OF  REAL
PROPERTY  AND  THE  DISPOSITION  OF  REAL  AND PERSONAL PROPERTY AND THE
PROCUREMENT OF GOODS AND SERVICES; (6) ADOPT A DEFENSE AND  INDEMNIFICA-
TION  POLICY  AND  DISCLOSE  SUCH  PLAN TO ANY AND ALL PROSPECTIVE BOARD
MEMBERS; (7) PERFORM EACH OF THEIR DUTIES AS  BOARD  MEMBERS,  INCLUDING
BUT NOT LIMITED TO THOSE IMPOSED BY THIS SECTION, IN GOOD FAITH AND WITH
THAT  DEGREE  OF  DILIGENCE,  CARE AND SKILL WHICH AN ORDINARILY PRUDENT
PERSON IN LIKE POSITION WOULD USE UNDER SIMILAR CIRCUMSTANCES,  AND  MAY
TAKE  INTO  CONSIDERATION THE VIEWS AND POLICIES OF ANY ELECTED OFFICIAL
OR BODY, OR OTHER PERSON AND ULTIMATELY APPLY  INDEPENDENT  JUDGMENT  IN
THE  BEST  INTEREST OF THE AUTHORITY, ITS MISSION AND THE PUBLIC; (8) AT
THE TIME THAT EACH MEMBER TAKES  AND  SUBSCRIBES  HIS  OR  HER  OATH  OF
OFFICE,  OR WITHIN SIXTY DAYS AFTER THE EFFECTIVE DATE OF THIS PARAGRAPH
IF THE MEMBER HAS ALREADY TAKEN  AND  SUBSCRIBED  HIS  OR  HER  OATH  OF
OFFICE,  EXECUTE  AN  ACKNOWLEDGMENT,  IN A FORM CONSISTENT WITH THE ONE
PRESCRIBED BY THE NEW YORK INDEPENDENT AUTHORITIES BUDGET OFFICE  ESTAB-
LISHED  PURSUANT  TO  TITLE TWO OF ARTICLE ONE OF THE PUBLIC AUTHORITIES
LAW IN WHICH THE BOARD MEMBER ACKNOWLEDGES THAT HE  OR  SHE  UNDERSTANDS
HIS  OR  HER  ROLE, AND FIDUCIARY RESPONSIBILITIES AS SET FORTH IN PARA-
GRAPH SEVEN OF THIS SUBDIVISION, AND ACKNOWLEDGES THAT HE OR SHE  UNDER-
STANDS  HIS  OR  HER  DUTY  OF  LOYALTY AND CARE TO THE ORGANIZATION AND
COMMITMENT TO THE AUTHORITY'S MISSION AND THE PUBLIC INTEREST.
  B. INDIVIDUALS APPOINTED TO THE BOARD OF COMMISSIONERS  SHALL  PARTIC-
IPATE  IN  TRAINING  APPROVED  BY  THE INSPECTOR GENERAL REGARDING THEIR
LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBILITIES AS DIRECTORS OF
AN AUTHORITY WITHIN ONE YEAR OF APPOINTMENT TO A  BOARD.  BOARD  MEMBERS
SHALL  PARTICIPATE  IN  SUCH  CONTINUING  TRAINING AS MAY BE REQUIRED TO
REMAIN INFORMED OF BEST  PRACTICES,  REGULATORY  AND  STATUTORY  CHANGES

S. 7094                             3

RELATING  TO  THE  EFFECTIVE  OVERSIGHT  OF THE MANAGEMENT AND FINANCIAL
ACTIVITIES OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST  STANDARDS
OF RESPONSIBLE GOVERNANCE.
  C. NO BOARD MEMBER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
AUTHORITY'S CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR, CHIEF FINANCIAL
OFFICER,  COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE SERV-
ING AS A MEMBER OF THE BOARD.
  D.  THE  COMMISSIONERS  SHALL  ESTABLISH  AN  AUDIT  COMMITTEE  TO  BE
COMPRISED  OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL CONSTI-
TUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL  POSSESS  THE  NECESSARY
SKILLS  TO  UNDERSTAND  THE DUTIES AND FUNCTIONS OF THE AUDIT COMMITTEE;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS  LESS  THAN  THREE
INDEPENDENT  MEMBERS,  THE  BOARD MAY APPOINT NON-INDEPENDENT MEMBERS TO
THE AUDIT COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS MUST  CONSTI-
TUTE  A  MAJORITY  OF THE MEMBERS OF THE AUDIT COMMITTEE. MEMBERS OF THE
AUDIT COMMITTEE SHALL BE FAMILIAR WITH CORPORATE FINANCIAL AND  ACCOUNT-
ING  PRACTICES. THE COMMITTEE SHALL RECOMMEND TO THE BOARD THE HIRING OF
A CERTIFIED INDEPENDENT ACCOUNTING FIRM FOR  SUCH  AUTHORITY,  ESTABLISH
THE  COMPENSATION  TO  BE PAID TO THE ACCOUNTING FIRM AND PROVIDE DIRECT
OVERSIGHT OF THE PERFORMANCE OF THE INDEPENDENT AUDIT PERFORMED  BY  THE
ACCOUNTING FIRM HIRED FOR SUCH PURPOSES.
  E.  (1) THE COMMISSIONERS SHALL ESTABLISH A GOVERNANCE COMMITTEE TO BE
COMPRISED OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL  CONSTI-
TUTE  A  MAJORITY  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY
SKILLS TO UNDERSTAND THE DUTIES AND FUNCTIONS OF THE GOVERNANCE  COMMIT-
TEE;  PROVIDED,  HOWEVER,  THAT  IN THE EVENT THAT A BOARD HAS LESS THAN
THREE INDEPENDENT MEMBERS, THE BOARD MAY APPOINT NON-INDEPENDENT MEMBERS
TO THE GOVERNANCE COMMITTEE, PROVIDED THAT THE INDEPENDENT MEMBERS  MUST
CONSTITUTE  A  MAJORITY  OF  THE MEMBERS OF THE GOVERNANCE COMMITTEE. IT
SHALL BE THE RESPONSIBILITY OF THE MEMBERS OF THE  GOVERNANCE  COMMITTEE
TO  KEEP  THE  BOARD  INFORMED  OF CURRENT BEST GOVERNANCE PRACTICES; TO
REVIEW CORPORATE GOVERNANCE TRENDS; TO RECOMMEND UPDATES TO THE AUTHORI-
TY'S CORPORATE GOVERNANCE PRINCIPLES; TO ADVISE  APPOINTING  AUTHORITIES
ON  THE  SKILLS  AND EXPERIENCES REQUIRED OF POTENTIAL BOARD MEMBERS; TO
EXAMINE ETHICAL AND CONFLICT OF INTEREST ISSUES; TO PERFORM BOARD  SELF-
EVALUATIONS; AND TO RECOMMEND BY-LAWS WHICH INCLUDE RULES AND PROCEDURES
FOR CONDUCT OF BOARD BUSINESS.
  (2)  THE  GOVERNANCE  COMMITTEE  SHALL EXAMINE, AT LEAST ANNUALLY, THE
WORKING AND PROFESSIONAL RELATIONSHIP BETWEEN EMPLOYEES APPOINTED BY THE
GOVERNOR OF NEW YORK AND THOSE APPOINTED BY THE GOVERNOR OF  NEW  JERSEY
TO  ENSURE MAXIMUM COMMUNICATION, COORDINATION AND COOPERATION AMONG AND
BETWEEN SUCH EMPLOYEES. THE COMMITTEE  SHALL  REPORT  ITS  FINDINGS  AND
RECOMMENDATIONS  TO  THE  FULL  BOARD AT THE FIRST BOARD MEETING OF EACH
CALENDAR YEAR.
  F. THE  COMMISSIONERS  SHALL  ESTABLISH  A  FINANCE  COMMITTEE  TO  BE
COMPRISED  OF NOT LESS THAN THREE INDEPENDENT MEMBERS, WHO SHALL CONSTI-
TUTE A MAJORITY ON THE COMMITTEE, AND WHO SHALL  POSSESS  THE  NECESSARY
SKILLS  TO  UNDERSTAND  THE  DUTIES  AND  FUNCTIONS  OF  THE  COMMITTEE;
PROVIDED, HOWEVER, THAT IN THE EVENT THAT A BOARD HAS  LESS  THAN  THREE
INDEPENDENT  MEMBERS,  THE  BOARD MAY APPOINT NON-INDEPENDENT MEMBERS TO
THE FINANCE  COMMITTEE,  PROVIDED  THAT  THE  INDEPENDENT  MEMBERS  MUST
CONSTITUTE  A MAJORITY OF THE MEMBERS OF THE FINANCE COMMITTEE. IT SHALL
BE THE RESPONSIBILITY OF THE MEMBERS OF THE FINANCE COMMITTEE TO  REVIEW
PROPOSALS FOR THE ISSUANCE OF DEBT BY THE AUTHORITY AND ITS SUBSIDIARIES
AND MAKE RECOMMENDATIONS.
  G. FOR THE PURPOSES OF THIS SECTION, AN INDEPENDENT MEMBER IS ONE WHO:

S. 7094                             4

  (1)  IS  NOT,  AND IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY THE
AUTHORITY OR AN AFFILIATE IN AN EXECUTIVE CAPACITY;
  (2)  IS  NOT,  AND  IN THE PAST TWO YEARS HAS NOT BEEN, EMPLOYED BY AN
ENTITY THAT RECEIVED REMUNERATION VALUED AT MORE THAN  FIFTEEN  THOUSAND
DOLLARS FOR GOODS AND SERVICES PROVIDED TO THE AUTHORITY OR RECEIVED ANY
OTHER  FORM OF FINANCIAL ASSISTANCE VALUED AT MORE THAN FIFTEEN THOUSAND
DOLLARS FROM THE AUTHORITY;
  (3) IS NOT A RELATIVE OF AN EXECUTIVE OFFICER OR EMPLOYEE IN AN EXECU-
TIVE POSITION OF THE AUTHORITY OR AN AFFILIATE; AND
  (4) IS NOT, AND IN THE PAST TWO YEARS HAS NOT BEEN, A LOBBYIST  REGIS-
TERED  UNDER  A STATE OR LOCAL LAW AND PAID BY A CLIENT TO INFLUENCE THE
MANAGEMENT DECISIONS, CONTRACT AWARDS, RATE DETERMINATIONS OR ANY  OTHER
SIMILAR ACTIONS OF THE AUTHORITY OR AN AFFILIATE.
  H. NOTWITHSTANDING ANY PROVISION OF ANY GENERAL, SPECIAL OR LOCAL LAW,
MUNICIPAL  CHARTER  OR  ORDINANCE  TO THE CONTRARY, THE BOARD SHALL NOT,
DIRECTLY OR INDIRECTLY, INCLUDING  THROUGH  ANY  SUBSIDIARY,  EXTEND  OR
MAINTAIN CREDIT, ARRANGE FOR THE EXTENSION OF CREDIT, OR RENEW AN EXTEN-
SION  OF  CREDIT,  IN THE FORM OF A PERSONAL LOAN TO OR FOR ANY OFFICER,
BOARD MEMBER OR EMPLOYEE (OR EQUIVALENT THEREOF) OF THE AUTHORITY.
  S 3. Article VII of section 1 of chapter 154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                              ARTICLE VII.
  The port authority shall have such additional powers and duties as may
hereafter  be  delegated  to or imposed upon it from time to time by the
action of the legislature of either state concurred in by  the  legisla-
ture of the other. Unless and until otherwise provided, it shall make an
annual  report  to  the  legislature  of both states PURSUANT TO SECTION
THREE OF ARTICLE VII-B OF THIS ACT, setting forth in  detail  the  oper-
ations  and  transactions conducted by it pursuant to this agreement and
any legislation thereunder. The port  authority  shall  not  pledge  the
credit  of either state except by and with the authority of the legisla-
ture thereof.
  S 4. Chapter 154 of the laws of 1921, relating to the  Port  Authority
of  New York and New Jersey, is amended by adding two new articles VII-B
and VII-C to read as follows:
                              ARTICLE VII-B
  S 1. ADDITIONAL POWERS, DUTIES AND RESPONSIBILITIES.   IN ADDITION  TO
THE  POWERS  AND  DUTIES  SET FORTH IN ARTICLE VII OF THIS ACT, THE PORT
AUTHORITY SHALL HAVE THE FOLLOWING POWERS, DUTIES  AND  RESPONSIBILITIES
SET FORTH IN THIS ARTICLE.
  S  2.  DISPOSITION  OF PROPERTY. A.   DEFINITIONS. FOR THE PURPOSES OF
THIS ARTICLE, UNLESS A DIFFERENT MEANING IS REQUIRED BY THE CONTEXT:
  (1) "CONTRACTING OFFICER" SHALL MEAN THE OFFICER OR  EMPLOYEE  OF  THE
PORT  AUTHORITY WHO SHALL BE APPOINTED BY RESOLUTION OF THE BOARD OF THE
PORT AUTHORITY TO BE RESPONSIBLE FOR THE DISPOSITION OF PROPERTY.
  (2) "DISPOSE" OR "DISPOSAL" SHALL MEAN TRANSFER OF TITLE OR ANY  OTHER
BENEFICIAL  INTEREST  IN  PERSONAL  OR  REAL PROPERTY IN ACCORDANCE WITH
SUBDIVISION C OF THIS SECTION.
  (3) "PROPERTY" SHALL MEAN PERSONAL PROPERTY IN EXCESS OF FIVE THOUSAND
DOLLARS IN VALUE, REAL PROPERTY, AND ANY INCHOATE OR OTHER  INTEREST  IN
SUCH  PROPERTY,  TO  THE  EXTENT  THAT  SUCH INTEREST MAY BE CONVEYED TO
ANOTHER PERSON FOR ANY PURPOSE, EXCLUDING AN INTEREST SECURING A LOAN OR
OTHER FINANCIAL OBLIGATION OF ANOTHER PARTY.
  B. DUTIES OF THE PORT AUTHORITY WITH RESPECT TO THE DISPOSAL OF  PROP-
ERTY.  (1)  THE  PORT  AUTHORITY SHALL ADOPT BY RESOLUTION COMPREHENSIVE

S. 7094                             5

GUIDELINES WHICH SHALL (A) DETAIL THE AUTHORITY'S OPERATIVE  POLICY  AND
INSTRUCTIONS  REGARDING  THE  USE, AWARDING, MONITORING AND REPORTING OF
CONTRACTS FOR THE DISPOSAL OF PROPERTY, AND (B) DESIGNATE A  CONTRACTING
OFFICER  WHO  SHALL  BE RESPONSIBLE FOR THE AUTHORITY'S COMPLIANCE WITH,
AND ENFORCEMENT OF, SUCH GUIDELINES. SUCH GUIDELINES SHALL BE CONSISTENT
WITH, AND SHALL REQUIRE THE AUTHORITY'S CONTRACTING ACTIVITIES TO COMPLY
WITH THIS SECTION, THE AUTHORITY'S ENABLING LEGISLATION  AND  ANY  OTHER
APPLICABLE LAW FOR THE DISPOSAL OF PROPERTY, EXCEPT THAT SUCH GUIDELINES
MAY  BE  STRICTER  THAN  THE PROVISIONS OF THIS SECTION, THE AUTHORITY'S
ENABLING LEGISLATION AND ANY OTHER APPLICABLE LAW FOR  THE  DISPOSAL  OF
PROPERTY  IF  THE  AUTHORITY  DETERMINES  THAT ADDITIONAL SAFEGUARDS ARE
NECESSARY TO ASSURE THE INTEGRITY OF ITS DISPOSITION ACTIVITIES.  GUIDE-
LINES  APPROVED BY THE AUTHORITY SHALL BE ANNUALLY REVIEWED AND APPROVED
BY THE BOARD OF COMMISSIONERS OF THE AUTHORITY. ON OR BEFORE  THE  THIR-
TY-FIRST  DAY  OF  MARCH IN EACH YEAR, THE AUTHORITY SHALL FILE WITH THE
STATE COMPTROLLER OF EACH STATE A COPY OF THE GUIDELINES  MOST  RECENTLY
REVIEWED  AND  APPROVED  BY  THE  AUTHORITY,  INCLUDING  THE NAME OF THE
AUTHORITY'S DESIGNATED CONTRACTING OFFICER.  AT THE TIME OF FILING  SUCH
GUIDELINES  WITH  THE  STATE  COMPTROLLER, THE AUTHORITY SHALL ALSO POST
SUCH GUIDELINES ON THE AUTHORITY'S INTERNET WEBSITE.  GUIDELINES  POSTED
ON  THE AUTHORITY'S INTERNET WEBSITE SHALL BE MAINTAINED ON SUCH WEBSITE
AT LEAST UNTIL THE PROCUREMENT GUIDELINES FOR  THE  FOLLOWING  YEAR  ARE
POSTED ON SUCH WEBSITE.
  (2) THE PORT AUTHORITY SHALL:
  (A)  MAINTAIN  ADEQUATE  INVENTORY CONTROLS AND ACCOUNTABILITY SYSTEMS
FOR ALL PROPERTY UNDER ITS CONTROL;
  (B) PERIODICALLY INVENTORY SUCH PROPERTY TO DETERMINE  WHICH  PROPERTY
SHALL BE DISPOSED OF;
  (C) PRODUCE A WRITTEN REPORT OF SUCH PROPERTY IN ACCORDANCE WITH PARA-
GRAPH THREE OF THIS SUBDIVISION;
  (D)  TRANSFER  OR  DISPOSE OF SUCH PROPERTY AS PROMPTLY AS POSSIBLE IN
ACCORDANCE WITH SUBDIVISION C OF THIS SECTION.
  (3)(A) THE PORT AUTHORITY SHALL  PUBLISH,  NOT  LESS  FREQUENTLY  THAN
ANNUALLY,  A  REPORT  LISTING  ALL  REAL PROPERTY OF THE AUTHORITY. SUCH
REPORT SHALL INCLUDE A  LIST  AND  FULL  DESCRIPTION  OF  ALL  REAL  AND
PERSONAL  PROPERTY  DISPOSED  OF  DURING  SUCH  PERIOD. THE REPORT SHALL
CONTAIN THE PRICE RECEIVED BY THE AUTHORITY AND THE NAME OF THE PURCHAS-
ER FOR ALL SUCH PROPERTY SOLD BY THE AUTHORITY DURING SUCH PERIOD.
  (B) THE PORT AUTHORITY SHALL DELIVER COPIES  OF  SUCH  REPORT  TO  THE
GOVERNOR, STATE COMPTROLLER, AND THE LEGISLATURE OF EACH STATE.
  C. DISPOSAL OF PORT AUTHORITY PROPERTY. (1) SUPERVISION AND DIRECTION.
EXCEPT  AS  OTHERWISE  PROVIDED IN THIS SECTION, THE CONTRACTING OFFICER
DESIGNATED BY THE PORT AUTHORITY SHALL HAVE  SUPERVISION  AND  DIRECTION
OVER THE DISPOSITION OF PROPERTY OF THE AUTHORITY.
  (2)  CUSTODY  AND  CONTROL. THE CUSTODY AND CONTROL OF THE PROPERTY OF
THE PORT AUTHORITY, PENDING ITS DISPOSITION, AND THE  DISPOSAL  OF  SUCH
PROPERTY, SHALL BE PERFORMED BY THE AUTHORITY.
  (3)  METHOD  OF DISPOSITION. SUBJECT TO SUBDIVISION B OF THIS SECTION,
THE PORT AUTHORITY MAY DISPOSE OF PROPERTY FOR NOT LESS  THAN  THE  FAIR
MARKET  VALUE OF SUCH PROPERTY BY SALE, EXCHANGE, OR TRANSFER, FOR CASH,
CREDIT, OR OTHER PROPERTY, WITH OR WITHOUT WARRANTY, AND UPON SUCH OTHER
TERMS AND CONDITIONS AS THE CONTRACTING OFFICER DEEMS PROPER, AND IT MAY
EXECUTE SUCH DOCUMENTS FOR THE TRANSFER OF TITLE OR  OTHER  INTEREST  IN
PROPERTY  AND  TAKE SUCH OTHER ACTION AS IT DEEMS NECESSARY OR PROPER TO
DISPOSE  OF  SUCH  PROPERTY  UNDER  THE  PROVISIONS  OF  THIS   SECTION.
PROVIDED, HOWEVER, THAT NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST

S. 7094                             6

IN REAL PROPERTY, SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH
PROPERTY  HAS  BEEN MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE
RECORD OF THE TRANSACTION, AND, PROVIDED FURTHER, THAT NO DISPOSITION OF
ANY  OTHER  PROPERTY,  WHICH  BECAUSE OF ITS UNIQUE NATURE OR THE UNIQUE
CIRCUMSTANCES OF THE PROPOSED  TRANSACTION  IS  NOT  READILY  VALUED  BY
REFERENCE  TO AN ACTIVE MARKET FOR SIMILAR PROPERTY, SHALL BE MADE WITH-
OUT A SIMILAR APPRAISAL.
  (4) VALIDITY OF DEED, BILL OF SALE,  LEASE,  OR  OTHER  INSTRUMENT.  A
DEED,  BILL OF SALE, LEASE, OR OTHER INSTRUMENT EXECUTED BY OR ON BEHALF
OF THE PORT AUTHORITY, PURPORTING TO TRANSFER TITLE OR ANY OTHER  INTER-
EST  IN PROPERTY OF THE AUTHORITY UNDER THIS SECTION SHALL BE CONCLUSIVE
EVIDENCE OF COMPLIANCE WITH THE PROVISIONS OF THIS  SECTION  INSOFAR  AS
CONCERNS  TITLE OR OTHER INTEREST OF ANY BONA FIDE GRANTEE OR TRANSFEREE
WHO HAS GIVEN VALUABLE CONSIDERATION FOR SUCH TITLE  OR  OTHER  INTEREST
AND  HAS  NOT  RECEIVED  ACTUAL  OR  CONSTRUCTIVE NOTICE OF LACK OF SUCH
COMPLIANCE PRIOR TO THE CLOSING.
  (5) BIDS FOR DISPOSAL; ADVERTISING;  PROCEDURE;  DISPOSAL  BY  NEGOTI-
ATION;  EXPLANATORY  STATEMENT.  (A)  ALL  DISPOSALS  OR  CONTRACTS  FOR
DISPOSAL OF PROPERTY OF THE PORT AUTHORITY MADE  OR  AUTHORIZED  BY  THE
CONTRACTING  OFFICER  SHALL  BE MADE AFTER PUBLICLY ADVERTISING FOR BIDS
EXCEPT AS PROVIDED IN SUBPARAGRAPH (C) OF THIS PARAGRAPH.
  (B) WHENEVER PUBLIC ADVERTISING FOR BIDS IS  REQUIRED  UNDER  SUBPARA-
GRAPH (A) OF THIS PARAGRAPH:
  (I) THE ADVERTISEMENT FOR BIDS SHALL BE MADE AT SUCH TIME PRIOR TO THE
DISPOSAL OR CONTRACT, THROUGH SUCH METHODS, AND ON SUCH TERMS AND CONDI-
TIONS  AS  SHALL  PERMIT  FULL  AND FREE COMPETITION CONSISTENT WITH THE
VALUE AND NATURE OF THE PROPERTY;
  (II) ALL BIDS SHALL BE PUBLICLY DISCLOSED AT THE TIME AND PLACE STATED
IN THE ADVERTISEMENT; AND
  (III) THE AWARD SHALL BE MADE WITH REASONABLE PROMPTNESS BY NOTICE  TO
THE RESPONSIBLE BIDDER WHOSE BID, CONFORMING TO THE INVITATION FOR BIDS,
WILL  BE MOST ADVANTAGEOUS TO THE STATE, PRICE AND OTHER FACTORS CONSID-
ERED; PROVIDED, THAT ALL BIDS MAY BE REJECTED WHEN IT IS IN  THE  PUBLIC
INTEREST TO DO SO.
  (C) DISPOSALS AND CONTRACTS FOR DISPOSAL OF PROPERTY MAY BE NEGOTIATED
OR MADE BY PUBLIC AUCTION WITHOUT REGARD TO SUBPARAGRAPHS (A) AND (B) OF
THIS  PARAGRAPH BUT SUBJECT TO OBTAINING SUCH COMPETITION AS IS FEASIBLE
UNDER THE CIRCUMSTANCES, IF:
  (I) THE PERSONAL PROPERTY INVOLVED HAS  QUALITIES  SEPARATE  FROM  THE
UTILITARIAN PURPOSE OF SUCH PROPERTY, SUCH AS ARTISTIC QUALITY, ANTIQUI-
TY, HISTORICAL SIGNIFICANCE, RARITY, OR OTHER QUALITY OF SIMILAR EFFECT,
THAT WOULD TEND TO INCREASE ITS VALUE, OR IF THE PERSONAL PROPERTY IS TO
BE  SOLD  IN  SUCH  QUANTITY THAT, IF IT WERE DISPOSED OF UNDER SUBPARA-
GRAPHS (A) AND (B) OF THIS PARAGRAPH, WOULD ADVERSELY AFFECT  THE  STATE
OR  LOCAL  MARKET FOR SUCH PROPERTY, AND THE ESTIMATED FAIR MARKET VALUE
OF SUCH PROPERTY  AND  OTHER  SATISFACTORY  TERMS  OF  DISPOSAL  CAN  BE
OBTAINED BY NEGOTIATION;
  (II)  THE  FAIR  MARKET  VALUE OF THE PROPERTY DOES NOT EXCEED FIFTEEN
THOUSAND DOLLARS;
  (III) BID PRICES AFTER ADVERTISING THEREFOR ARE NOT REASONABLE, EITHER
AS TO ALL OR SOME PART OF THE PROPERTY, OR HAVE NOT  BEEN  INDEPENDENTLY
ARRIVED AT IN OPEN COMPETITION;
  (IV)  THE  DISPOSAL WILL BE TO THE STATE OR ANY POLITICAL SUBDIVISION,
AND THE ESTIMATED FAIR MARKET VALUE OF THE PROPERTY AND OTHER  SATISFAC-
TORY TERMS OF DISPOSAL ARE OBTAINED BY NEGOTIATION;

S. 7094                             7

  (V)  UNDER  THOSE  CIRCUMSTANCES  PERMITTED  BY  PARAGRAPH SIX OF THIS
SUBDIVISION; OR
  (VI) SUCH ACTION IS OTHERWISE AUTHORIZED BY LAW.
  (D)(I) AN EXPLANATORY STATEMENT SHALL BE PREPARED OF THE CIRCUMSTANCES
OF EACH DISPOSAL BY NEGOTIATION OF:
  (A)  ANY PERSONAL PROPERTY WHICH HAS AN ESTIMATED FAIR MARKET VALUE IN
EXCESS OF FIFTEEN THOUSAND DOLLARS;
  (B) ANY REAL PROPERTY THAT HAS  AN  ESTIMATED  FAIR  MARKET  VALUE  IN
EXCESS  OF  ONE  HUNDRED THOUSAND DOLLARS, EXCEPT THAT ANY REAL PROPERTY
DISPOSED OF BY LEASE OR EXCHANGE SHALL ONLY BE SUBJECT TO SUBCLAUSES (C)
AND (D) OF THIS CLAUSE;
  (C) ANY REAL PROPERTY DISPOSED OF BY LEASE, IF  THE  ESTIMATED  ANNUAL
RENT  OVER  THE  TERM  OF  THE  LEASE  IS  IN EXCESS OF FIFTEEN THOUSAND
DOLLARS;
  (D) ANY REAL PROPERTY OR REAL AND RELATED PERSONAL  PROPERTY  DISPOSED
OF  BY  EXCHANGE,  REGARDLESS  OF VALUE, OR ANY PROPERTY ANY PART OF THE
CONSIDERATION FOR WHICH IS REAL PROPERTY.
  (II) EACH SUCH STATEMENT SHALL BE TRANSMITTED TO THE PERSONS  ENTITLED
TO  RECEIVE  COPIES  OF  THE REPORT REQUIRED UNDER SUBDIVISION B OF THIS
SECTION NOT LESS THAN NINETY DAYS IN ADVANCE OF  SUCH  DISPOSAL,  AND  A
COPY THEREOF SHALL BE PRESERVED IN THE FILES OF THE AUTHORITY.
  (6) DISPOSAL OF PROPERTY FOR LESS THAN FAIR MARKET VALUE. (A) NO ASSET
OWNED,  LEASED  OR OTHERWISE IN THE CONTROL OF THE PORT AUTHORITY MAY BE
SOLD, LEASED, OR OTHERWISE ALIENATED FOR LESS THAN ITS FAIR MARKET VALUE
EXCEPT IF:
  (I) THE TRANSFEREE IS A GOVERNMENT OR OTHER  PUBLIC  ENTITY,  AND  THE
TERMS  AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND USE
OF THE ASSET WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC ENTITY;
  (II) THE PURPOSE OF THE TRANSFER IS WITHIN  THE  PURPOSE,  MISSION  OR
GOVERNING STATUTE OF THE AUTHORITY; OR
  (III)  IN  THE EVENT THE AUTHORITY SEEKS TO TRANSFER AN ASSET FOR LESS
THAN ITS FAIR MARKET VALUE TO OTHER THAN A  GOVERNMENTAL  ENTITY,  WHICH
DISPOSAL  WOULD  NOT BE CONSISTENT WITH THE AUTHORITY'S MISSION, PURPOSE
OR GOVERNING STATUTES, SUCH AUTHORITY SHALL PROVIDE WRITTEN NOTIFICATION
THEREOF TO THE GOVERNOR OF EACH STATE, AND SUCH PROPOSED TRANSFER  SHALL
BE  SUBJECT  TO DENIAL BY EITHER GOVERNOR.  DENIAL BY THE GOVERNOR SHALL
TAKE THE FORM OF A SIGNED CERTIFICATION BY THE  GOVERNOR.  THE  GOVERNOR
SHALL  TAKE  ANY SUCH ACTION WITHIN SIXTY DAYS OF RECEIVING NOTIFICATION
OF SUCH PROPOSED TRANSFER. IF NO SUCH CERTIFICATION IS PERFORMED  WITHIN
SIXTY  DAYS  OF SUCH NOTIFICATION OF THE PROPOSED TRANSFER TO THE GOVER-
NOR, THE AUTHORITY MAY EFFECTUATE SUCH TRANSFER.
  (B) IN THE EVENT A BELOW FAIR MARKET VALUE ASSET TRANSFER IS PROPOSED,
THE FOLLOWING INFORMATION MUST BE PROVIDED TO THE BOARD OF COMMISSIONERS
AND THE PUBLIC:
  (I) A FULL DESCRIPTION OF THE ASSET;
  (II) AN APPRAISAL OF THE FAIR MARKET VALUE OF THE ASSET AND ANY  OTHER
INFORMATION ESTABLISHING THE FAIR MARKET VALUE SOUGHT BY THE BOARD;
  (III)  A  DESCRIPTION OF THE PURPOSE OF THE TRANSFER, AND A REASONABLE
STATEMENT OF THE KIND AND AMOUNT OF THE BENEFIT TO THE PUBLIC  RESULTING
FROM  THE  TRANSFER,  INCLUDING  BUT  NOT  LIMITED  TO THE KIND, NUMBER,
LOCATION, WAGES OR SALARIES OF JOBS CREATED OR PRESERVED AS REQUIRED  BY
THE  TRANSFER,  THE  BENEFITS,  IF  ANY, TO THE COMMUNITIES IN WHICH THE
ASSET IS SITUATED AS ARE REQUIRED BY THE TRANSFER;
  (IV) A STATEMENT OF THE VALUE TO BE  RECEIVED  COMPARED  TO  THE  FAIR
MARKET VALUE;

S. 7094                             8

  (V)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE TRANSFER,
AND IF DIFFERENT THAN THE STATEMENT REQUIRED  BY  CLAUSE  (IV)  OF  THIS
SUBPARAGRAPH, A STATEMENT OF THE VALUE TO THE PRIVATE PARTY; AND
  (VI)  THE  NAMES  OF  OTHER PRIVATE PARTIES WHO HAVE MADE AN OFFER FOR
SUCH ASSET, THE VALUE OFFERED, AND THE PURPOSE FOR WHICH THE  ASSET  WAS
SOUGHT TO BE USED.
  (C)  BEFORE  APPROVING THE DISPOSAL OF ANY PROPERTY FOR LESS THAN FAIR
MARKET VALUE, THE BOARD OF COMMISSIONERS SHALL CONSIDER THE  INFORMATION
DESCRIBED  IN  SUBPARAGRAPH  (B)  OF  THIS  PARAGRAPH AND MAKE A WRITTEN
DETERMINATION THAT THERE IS NO REASONABLE ALTERNATIVE  TO  THE  PROPOSED
BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH TRANS-
FER.
  S  3.  ANNUAL REPORT. A. THE PORT AUTHORITY SHALL SUBMIT TO THE GOVER-
NOR, THE STATE COMPTROLLER AND THE LEGISLATURE  OF  EACH  STATE,  WITHIN
NINETY  DAYS  AFTER  THE END OF ITS FISCAL YEAR, A COMPLETE AND DETAILED
REPORT OR REPORTS SETTING FORTH: (1) ITS OPERATIONS AND ACCOMPLISHMENTS;
(2) ITS FINANCIAL REPORTS, INCLUDING (A) AUDITED FINANCIALS  IN  ACCORD-
ANCE  WITH  ALL  APPLICABLE REGULATIONS AND FOLLOWING GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, (B) GRANT AND SUBSIDY PROGRAMS, (C) OPERATING AND
FINANCIAL RISKS, (D) CURRENT RATINGS, IF ANY, OF  ITS  BONDS  ISSUED  BY
RECOGNIZED  BOND  RATING AGENCIES AND NOTICE OF CHANGES IN SUCH RATINGS,
AND (E) LONG-TERM LIABILITIES, INCLUDING  LEASES  AND  EMPLOYEE  BENEFIT
PLANS;  (3)  A SCHEDULE OF ITS BONDS AND NOTES OUTSTANDING AT THE END OF
ITS FISCAL YEAR, TOGETHER WITH A STATEMENT OF THE AMOUNTS  REDEEMED  AND
INCURRED  DURING SUCH FISCAL YEAR AS PART OF A SCHEDULE OF DEBT ISSUANCE
THAT INCLUDES THE DATE OF ISSUANCE,  TERM,  AMOUNT,  INTEREST  RATE  AND
MEANS  OF  REPAYMENT. ADDITIONALLY, THE DEBT SCHEDULE SHALL ALSO INCLUDE
ALL REFINANCINGS, CALLS,  REFUNDINGS,  DEFEASEMENTS  AND  INTEREST  RATE
EXCHANGE  OR  OTHER  SUCH AGREEMENTS, AND FOR ANY DEBT ISSUED DURING THE
REPORTING YEAR, THE SCHEDULE SHALL ALSO INCLUDE A DETAILED LIST OF COSTS
OF ISSUANCE FOR SUCH  DEBT;  (4)  A  COMPENSATION  SCHEDULE  THAT  SHALL
INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON HOLDING SUCH POSITION
OR  TITLE,  THE SALARY, COMPENSATION, ALLOWANCE AND/OR BENEFITS PROVIDED
TO ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECISION MAKING OR  MANAGERIAL
POSITION  OF  SUCH  AUTHORITY  WHOSE  SALARY IS IN EXCESS OF ONE HUNDRED
THOUSAND DOLLARS; (5) BIOGRAPHICAL INFORMATION, NOT INCLUDING  CONFIDEN-
TIAL  PERSONAL INFORMATION, FOR ALL DIRECTORS AND OFFICERS AND EMPLOYEES
FOR WHOM SALARY REPORTING IS REQUIRED; (6) THE  PROJECTS  UNDERTAKEN  BY
SUCH  AUTHORITY  DURING THE PAST YEAR; (7) A LISTING AND DESCRIPTION, IN
ADDITION TO THE REPORT REQUIRED BY SUBPARAGRAPH (C) OF PARAGRAPH TWO  OF
SUBDIVISION  B  OF  SECTION TWO OF THIS ARTICLE, OF ALL REAL PROPERTY OF
THE AUTHORITY HAVING AN ESTIMATED FAIR MARKET VALUE IN EXCESS OF FIFTEEN
THOUSAND DOLLARS THAT THE AUTHORITY ACQUIRES OR DISPOSES OF DURING  SUCH
PERIOD.  THE  REPORT  SHALL  CONTAIN  THE  PRICE RECEIVED OR PAID BY THE
AUTHORITY AND THE NAME OF THE PURCHASER OR SELLER FOR ALL SUCH  PROPERTY
SOLD OR BOUGHT BY THE AUTHORITY DURING SUCH PERIOD; (8) SUCH AUTHORITY'S
CODE  OF  ETHICS; (9) AN ASSESSMENT OF THE EFFECTIVENESS OF ITS INTERNAL
CONTROL STRUCTURE AND PROCEDURES; (10) A DESCRIPTION  OF  THE  AUTHORITY
AND ITS BOARD STRUCTURE, INCLUDING (A) NAMES OF COMMITTEES AND COMMITTEE
MEMBERS, (B) LISTS OF BOARD MEETINGS AND ATTENDANCE, (C) DESCRIPTIONS OF
MAJOR  AUTHORITY  UNITS, SUBSIDIARIES, AND (D) NUMBER OF EMPLOYEES; (11)
ITS CHARTER, IF ANY, AND BY-LAWS; (12) A LISTING OF MATERIAL CHANGES  IN
OPERATIONS  AND  PROGRAMS DURING THE REPORTING YEAR; (13) AT A MINIMUM A
FOUR-YEAR FINANCIAL PLAN, INCLUDING (A) A CURRENT AND PROJECTED  CAPITAL
BUDGET,  AND  (B) AN OPERATING BUDGET REPORT, INCLUDING AN ACTUAL VERSUS
ESTIMATED BUDGET, WITH AN ANALYSIS  AND  MEASUREMENT  OF  FINANCIAL  AND

S. 7094                             9

OPERATING PERFORMANCE; (14) ITS BOARD PERFORMANCE EVALUATIONS; PROVIDED,
HOWEVER,  THAT SUCH EVALUATIONS SHALL NOT BE SUBJECT TO DISCLOSURE UNDER
THE FREEDOM OF INFORMATION LAWS OF EACH STATE; (15) A DESCRIPTION OF THE
TOTAL  AMOUNTS OF ASSETS, SERVICES OR BOTH ASSETS AND SERVICES BOUGHT OR
SOLD WITHOUT COMPETITIVE BIDDING, INCLUDING  (A)  THE  NATURE  OF  THOSE
ASSETS  AND SERVICES, (B) THE NAMES OF THE COUNTERPARTIES, AND (C) WHERE
THE CONTRACT PRICE FOR ASSETS PURCHASED EXCEEDS FAIR  MARKET  VALUE,  OR
WHERE THE CONTRACT PRICE FOR ASSETS SOLD IS LESS THAN FAIR MARKET VALUE,
A  DETAILED  EXPLANATION OF THE JUSTIFICATION FOR MAKING THE PURCHASE OR
SALE WITHOUT COMPETITIVE BIDDING, AND A CERTIFICATION BY THE CHIEF EXEC-
UTIVE OFFICER AND CHIEF FINANCIAL OFFICER OF THE PUBLIC  AUTHORITY  THAT
THEY  HAVE  REVIEWED  THE  TERMS OF SUCH PURCHASE OR SALE AND DETERMINED
THAT IT COMPLIES WITH APPLICABLE LAW  AND  PROCUREMENT  GUIDELINES;  AND
(16)  A  DESCRIPTION  OF  ANY  MATERIAL  PENDING LITIGATION IN WHICH THE
AUTHORITY IS INVOLVED AS A PARTY DURING THE REPORTING YEAR.
  B. THE PORT AUTHORITY SHALL MAKE ACCESSIBLE TO  THE  PUBLIC,  VIA  ITS
OFFICIAL  OR  SHARED  INTERNET WEB SITE, DOCUMENTATION PERTAINING TO ITS
MISSION, CURRENT  ACTIVITIES,  MOST  RECENT  ANNUAL  FINANCIAL  REPORTS,
CURRENT  YEAR BUDGET AND ITS MOST RECENT INDEPENDENT AUDIT REPORT UNLESS
SUCH INFORMATION IS EXEMPT FROM DISCLOSURE PURSUANT  TO  EITHER  STATE'S
FREEDOM OF INFORMATION LAWS.
  C.  EVERY  FINANCIAL  REPORT  SUBMITTED  UNDER  THIS  SECTION SHALL BE
APPROVED BY THE BOARD AND SHALL BE CERTIFIED IN  WRITING  BY  THE  CHIEF
EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER OF SUCH AUTHORITY THAT
BASED ON THE OFFICER'S KNOWLEDGE (1) THE INFORMATION PROVIDED THEREIN IS
ACCURATE,  CORRECT AND DOES NOT CONTAIN ANY UNTRUE STATEMENT OF MATERIAL
FACT; (2) DOES NOT OMIT ANY MATERIAL FACT WHICH, IF OMITTED, WOULD CAUSE
THE FINANCIAL STATEMENTS TO BE MISLEADING IN LIGHT OF THE  CIRCUMSTANCES
UNDER  WHICH  SUCH  STATEMENTS  ARE MADE; AND (3) FAIRLY PRESENTS IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION AND RESULTS OF  OPERATIONS  OF
THE  AUTHORITY  AS  OF,  AND FOR, THE PERIODS PRESENTED IN THE FINANCIAL
STATEMENTS.
  S 4. INDEPENDENT AUDITS AND AUDIT REPORTS. A. THE PORT AUTHORITY SHALL
SUBMIT TO THE GOVERNOR, THE STATE COMPTROLLER, AND  THE  LEGISLATURE  OF
EACH  STATE, TOGETHER WITH THE REPORT DESCRIBED IN SECTION THREE OF THIS
ARTICLE, A COPY OF THE ANNUAL INDEPENDENT AUDIT REPORT, PERFORMED  BY  A
CERTIFIED  PUBLIC  ACCOUNTING FIRM IN ACCORDANCE WITH GENERALLY ACCEPTED
AUDITING STANDARDS, AND MANAGEMENT LETTER AND ANY OTHER  EXTERNAL  EXAM-
INATION OF THE BOOKS AND ACCOUNTS OF THE AUTHORITY.
  B. EACH CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM THAT PERFORMS ANY
AUDIT  REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
TEE OF SUCH AUTHORITY: (1) ALL CRITICAL ACCOUNTING  POLICIES  AND  PRAC-
TICES  TO  BE USED; (2) ALL ALTERNATIVE TREATMENTS OF FINANCIAL INFORMA-
TION WITHIN GENERALLY ACCEPTED  ACCOUNTING  PRINCIPLES  THAT  HAVE  BEEN
DISCUSSED  WITH  MANAGEMENT OFFICIALS OF THE AUTHORITY, RAMIFICATIONS OF
THE USE OF SUCH ALTERNATIVE DISCLOSURES AND TREATMENTS, AND  THE  TREAT-
MENT  PREFERRED BY THE CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM; AND
(3) OTHER MATERIAL WRITTEN COMMUNICATIONS BETWEEN  THE  CERTIFIED  INDE-
PENDENT PUBLIC ACCOUNTING FIRM AND THE MANAGEMENT OF THE AUTHORITY, SUCH
AS  THE  MANAGEMENT  LETTER  ALONG WITH MANAGEMENT'S RESPONSE OR PLAN OF
CORRECTIVE ACTION, MATERIAL CORRECTIONS IDENTIFIED OR SCHEDULE OF  UNAD-
JUSTED DIFFERENCES, WHERE APPLICABLE.
  C.  NOTWITHSTANDING  ANY  OTHER  PROVISION OF LAW TO THE CONTRARY, THE
CERTIFIED INDEPENDENT PUBLIC ACCOUNTING FIRM PROVIDING SUCH  AUTHORITY'S
ANNUAL  INDEPENDENT AUDIT WILL BE PROHIBITED IN PROVIDING AUDIT SERVICES
TO THE AUTHORITY IF THE LEAD (OR  COORDINATING)  AUDIT  PARTNER  (HAVING

S. 7094                            10

PRIMARY  RESPONSIBILITY FOR THE AUDIT), OR THE AUDIT PARTNER RESPONSIBLE
FOR REVIEWING THE AUDIT, HAS PERFORMED AUDIT SERVICES FOR THAT ISSUER IN
EACH OF THE FIVE PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
  D.  THE  CERTIFIED  INDEPENDENT  PUBLIC ACCOUNTING FIRM PERFORMING THE
AUTHORITY'S AUDIT SHALL BE  PROHIBITED  FROM  PERFORMING  ANY  NON-AUDIT
SERVICES  TO  SUCH  AUTHORITY  CONTEMPORANEOUSLY  WITH THE AUDIT, UNLESS
RECEIVING PREVIOUS WRITTEN APPROVAL BY THE  AUDIT  COMMITTEE  INCLUDING:
(1)  BOOKKEEPING  OR OTHER SERVICES RELATED TO THE ACCOUNTING RECORDS OR
FINANCIAL  STATEMENTS  OF  SUCH  AUTHORITY;  (2)  FINANCIAL  INFORMATION
SYSTEMS  DESIGN AND IMPLEMENTATION; (3) APPRAISAL OR VALUATION SERVICES,
FAIRNESS  OPINIONS,  OR  CONTRIBUTION-IN-KIND  REPORTS;  (4)   ACTUARIAL
SERVICES;  (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6) MANAGEMENT FUNC-
TIONS OR HUMAN SERVICES; (7) BROKER OR DEALER,  INVESTMENT  ADVISOR,  OR
INVESTMENT  BANKING SERVICES; AND (8) LEGAL SERVICES AND EXPERT SERVICES
UNRELATED TO THE AUDIT.
  E. IT  SHALL  BE  PROHIBITED  FOR  ANY  CERTIFIED  INDEPENDENT  PUBLIC
ACCOUNTING  FIRM  TO  PERFORM FOR THE AUTHORITY ANY AUDIT SERVICE IF THE
CHIEF EXECUTIVE OFFICER, COMPTROLLER,  CHIEF  FINANCIAL  OFFICER,  CHIEF
ACCOUNTING  OFFICER,  OR ANY OTHER PERSON SERVING IN AN EQUIVALENT POSI-
TION FOR THE AUTHORITY,  WAS  EMPLOYED  BY  THAT  CERTIFIED  INDEPENDENT
PUBLIC  ACCOUNTING FIRM AND PARTICIPATED IN ANY CAPACITY IN THE AUDIT OF
THE AUTHORITY DURING THE ONE YEAR  PERIOD  PRECEDING  THE  DATE  OF  THE
INITIATION OF THE AUDIT.
  F.  NOTWITHSTANDING  ANY  PROVISION  OF  LAW TO THE CONTRARY, A PUBLIC
AUTHORITY MAY EXEMPT INFORMATION FROM DISCLOSURE OR REPORT, IF THE COUN-
SEL OF SUCH AUTHORITY DEEMS THAT SUCH INFORMATION IS COVERED  BY  EITHER
STATE'S FREEDOM OF INFORMATION LAWS.
  S 5. WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM. A. DEFINITIONS.
  (1)  "ATTORNEY  GENERAL" SHALL MEAN THE ATTORNEY GENERAL OF THE STATES
OF NEW YORK AND NEW JERSEY.
  (2) "EMPLOYEES" MEANS THOSE PERSONS EMPLOYED AT  THE  PORT  AUTHORITY,
INCLUDING  BUT  NOT LIMITED TO: FULL-TIME AND PART-TIME EMPLOYEES, THOSE
EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
  (3) "INSPECTOR GENERAL" SHALL MEAN THE INSPECTOR GENERAL OF  THE  PORT
AUTHORITY.
  (4)  "WHISTLEBLOWER" SHALL MEAN ANY EMPLOYEE OF THE PORT AUTHORITY WHO
DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
THE AUTHORITY, CONCERNING THE AUTHORITY'S INVESTMENTS, TRAVEL,  ACQUISI-
TION  OF  REAL OR PERSONAL PROPERTY, THE DISPOSITION OF REAL OR PERSONAL
PROPERTY AND THE PROCUREMENT OF GOODS AND SERVICES.
  B. THE INSPECTOR GENERAL, AFTER CONSULTATION WITH THE ATTORNEY GENERAL
OF BOTH STATES SHALL  DEVELOP  A  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE
PROGRAM WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
  (1)  EVALUATING  AND COMMENTING ON WHISTLEBLOWER PROGRAMS AND POLICIES
BY BOARD OF COMMISSIONERS PURSUANT TO PARAGRAPH FIVE OF SUBDIVISION A OF
SECTION TWO OF ARTICLE IV OF THIS ACT;
  (2) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
EMPLOYEES;
  (3)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
  (4) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
ING ANY ISSUE AT THE PORT AUTHORITY.
  C. ANY COMMUNICATIONS BETWEEN AN EMPLOYEE AND  THE  INSPECTOR  GENERAL
PURSUANT  TO  THIS  SECTION  SHALL  BE HELD STRICTLY CONFIDENTIAL BY THE
INSPECTOR GENERAL, UNLESS THE EMPLOYEE SPECIFICALLY  WAIVES  IN  WRITING

S. 7094                            11

THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT SUCH CONFIDENTIALITY SHALL NOT
EXEMPT  THE  INSPECTOR  GENERAL  FROM DISCLOSING SUCH INFORMATION, WHERE
APPROPRIATE, TO ANY LAW ENFORCEMENT AUTHORITY.
  D.  THE  PORT  AUTHORITY  SHALL  NOT FIRE, DISCHARGE, DEMOTE, SUSPEND,
THREATEN, HARASS OR DISCRIMINATE AGAINST  AN  EMPLOYEE  BECAUSE  OF  THE
EMPLOYEE'S  ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY THE
EMPLOYEE ARE LEGAL.
  S 6. LOBBYING CONTACTS. A. DEFINITIONS. AS USED IN THIS ARTICLE:
  (1) "LOBBYIST" SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS  OR,
RULES OR REGULATIONS OF EITHER STATE.
  (2) "LOBBYING" SHALL MEAN AND INCLUDE ANY ATTEMPT TO INFLUENCE:
  (A)  THE  ADOPTION  OR  REJECTION OF ANY RULE OR REGULATION HAVING THE
FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY, AND
  (B) THE OUTCOME OF ANY RATE MAKING PROCEEDING BY THE PORT AUTHORITY.
  (3) "CONTACT" SHALL MEAN ANY CONVERSATION, IN PERSON OR BY  TELEPHONIC
OR OTHER REMOTE MEANS, OR CORRESPONDENCE BETWEEN ANY LOBBYIST ENGAGED IN
THE  ACT  OF  LOBBYING  AND ANY PERSON WITHIN THE PORT AUTHORITY WHO CAN
MAKE OR INFLUENCE A DECISION ON THE SUBJECT OF THE LOBBYING ON BEHALF OF
THE AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF THE BOARD
OF COMMISSIONERS AND ALL OFFICERS OF THE PORT AUTHORITY.
  B. THE PORT AUTHORITY SHALL MAINTAIN A RECORD OF ALL LOBBYING CONTACTS
MADE WITH SUCH AUTHORITY.
  C. EVERY BOARD MEMBER, OFFICER OR EMPLOYEE OF  THE  AUTHORITY  WHO  IS
CONTACTED  BY  A  LOBBYIST  SHALL  MAKE A CONTEMPORANEOUS RECORD OF SUCH
CONTACT CONTAINING THE DAY AND TIME OF THE CONTACT, THE IDENTITY OF  THE
LOBBYIST AND A GENERAL SUMMARY OF THE SUBSTANCE OF THE CONTACT.
  D.  THE  PORT AUTHORITY SHALL ADOPT A POLICY IMPLEMENTING THE REQUIRE-
MENTS OF THIS SECTION. SUCH POLICY SHALL APPOINT AN OFFICER TO WHOM  ALL
SUCH  RECORDS  SHALL  BE  DELIVERED.    SUCH OFFICER SHALL MAINTAIN SUCH
RECORDS FOR NOT LESS THAN SEVEN YEARS IN A  FILING  SYSTEM  DESIGNED  TO
ORGANIZE  SUCH  RECORDS IN A MANNER SO AS TO MAKE SUCH RECORDS USEFUL TO
DETERMINE WHETHER THE DECISIONS OF  THE  AUTHORITY  WERE  INFLUENCED  BY
LOBBYING CONTACTS.
  S  7.  INSPECTOR GENERAL. A. ESTABLISHMENT AND ORGANIZATION. (1) THERE
IS HEREBY ESTABLISHED THE OFFICE OF THE INSPECTOR GENERAL  IN  THE  PORT
AUTHORITY.    THE  HEAD OF THE OFFICE SHALL BE THE INSPECTOR GENERAL WHO
SHALL BE APPOINTED BY, AND REPORT TO, THE BOARD OF COMMISSIONERS OF  THE
PORT AUTHORITY.
  (2)  THE  INSPECTOR GENERAL SHALL HOLD OFFICE AT THE DISCRETION OF THE
BOARD OF COMMISSIONERS AND UNTIL HIS OR HER SUCCESSOR IS  APPOINTED  AND
HAS QUALIFIED.
  (3)  THE  INSPECTOR  GENERAL MAY APPOINT ONE OR MORE DEPUTY INSPECTORS
GENERAL TO SERVE AT HIS OR HER PLEASURE, WHO SHALL  BE  RESPONSIBLE  FOR
CONDUCTING AUDITS AND INVESTIGATIONS IN THE PORT AUTHORITY.
  B.  FUNCTIONS AND DUTIES. THE INSPECTOR GENERAL SHALL HAVE THE FOLLOW-
ING DUTIES AND RESPONSIBILITIES:
  (1) RECEIVE AND INVESTIGATE COMPLAINTS FROM ANY SOURCE, OR UPON HIS OR
HER OWN INITIATIVE, CONCERNING ALLEGATIONS OF CORRUPTION, FRAUD,  CRIMI-
NAL  ACTIVITY,  CONFLICTS  OF INTEREST OR ABUSE IN THE PORT AUTHORITY OR
ITS SUBSIDIARIES;
  (2) INFORM THE BOARD OF COMMISSIONERS AND EXECUTIVE DIRECTOR  OF  SUCH
ALLEGATIONS  AND  THE PROGRESS OF INVESTIGATIONS RELATED THERETO, UNLESS
SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
  (3) DETERMINE WITH RESPECT TO SUCH  ALLEGATIONS  WHETHER  DISCIPLINARY
ACTION,  CIVIL  OR  CRIMINAL PROSECUTION, OR FURTHER INVESTIGATION BY AN

S. 7094                            12

APPROPRIATE FEDERAL, STATE OR LOCAL AGENCY IS WARRANTED, AND  TO  ASSIST
IN SUCH INVESTIGATIONS;
  (4) PREPARE AND RELEASE TO THE PUBLIC WRITTEN REPORTS OF SUCH INVESTI-
GATIONS,  AS  APPROPRIATE AND TO THE EXTENT PERMITTED BY LAW, SUBJECT TO
REDACTION TO PROTECT THE CONFIDENTIALITY OF WITNESSES.  THE  RELEASE  OF
ALL OR PORTIONS OF SUCH REPORTS MAY BE DEFERRED TO PROTECT THE CONFIDEN-
TIALITY OF ONGOING INVESTIGATIONS;
  (5) REVIEW AND EXAMINE PERIODICALLY THE POLICIES AND PROCEDURES OF THE
PORT   AUTHORITY   WITH  REGARD  TO  THE  PREVENTION  AND  DETECTION  OF
CORRUPTION, FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (6) RECOMMEND REMEDIAL ACTION  TO  PREVENT  OR  ELIMINATE  CORRUPTION,
FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE;
  (7)  ESTABLISH  PROGRAMS  FOR  TRAINING  PORT  AUTHORITY  OFFICERS AND
EMPLOYEES REGARDING THE PREVENTION AND ELIMINATION OF CORRUPTION, FRAUD,
CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE IN COVERED AGENCIES.
  C. POWERS. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
  (1) SUBPOENA AND ENFORCE THE ATTENDANCE OF WITNESSES;
  (2) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
  (3) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
  (4)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
THE PORT AUTHORITY AND ITS SUBSIDIARIES;
  (5)  REQUIRE  ANY  OFFICER  OR  EMPLOYEE  OF THE PORT AUTHORITY OR ITS
SUBSIDIARIES TO ANSWER QUESTIONS CONCERNING ANY MATTER  RELATED  TO  THE
PERFORMANCE  OF  HIS  OR  HER  OFFICIAL  DUTIES.  NO  STATEMENT OR OTHER
EVIDENCE DERIVED THEREFROM MAY BE USED AGAINST SUCH OFFICER OR  EMPLOYEE
IN  ANY  SUBSEQUENT  CRIMINAL  PROSECUTION  OTHER  THAN  FOR  PERJURY OR
CONTEMPT ARISING FROM SUCH TESTIMONY. THE  REFUSAL  OF  ANY  OFFICER  OR
EMPLOYEE  TO  ANSWER QUESTIONS SHALL BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY;
  (6) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
DATIONS MADE BY THE INSPECTOR GENERAL;
  (7)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
  D. RESPONSIBILITIES OF PORT AUTHORITY OFFICERS  AND  EMPLOYEES.  EVERY
OFFICER  OR  EMPLOYEE  IN  THE PORT AUTHORITY AND ITS SUBSIDIARIES SHALL
REPORT PROMPTLY TO THE  INSPECTOR  GENERAL  ANY  INFORMATION  CONCERNING
CORRUPTION,  FRAUD, CRIMINAL ACTIVITY, CONFLICTS OF INTEREST OR ABUSE BY
ANOTHER PORT AUTHORITY OFFICER OR EMPLOYEE RELATING TO HIS OR HER OFFICE
OR EMPLOYMENT, OR BY A PERSON HAVING BUSINESS  DEALINGS  WITH  THE  PORT
AUTHORITY RELATING TO THOSE DEALINGS. THE KNOWING FAILURE OF ANY OFFICER
OR  EMPLOYEE  TO  SO  REPORT  SHALL  BE CAUSE FOR REMOVAL FROM OFFICE OR
EMPLOYMENT OR OTHER APPROPRIATE PENALTY. ANY  OFFICER  OR  EMPLOYEE  WHO
ACTS  PURSUANT  TO  THIS  SECTION  BY REPORTING TO THE INSPECTOR GENERAL
IMPROPER GOVERNMENTAL ACTION SHALL NOT BE SUBJECT TO  DISMISSAL,  DISCI-
PLINE OR OTHER ADVERSE PERSONNEL ACTION.
  S  8. REPORTING OF PUBLIC AUTHORITY DEBT. AT LEAST SIXTY DAYS PRIOR TO
THE END OF ITS FISCAL YEAR, THE  PORT  AUTHORITY  SHALL  SUBMIT  TO  THE
GOVERNOR, STATE COMPTROLLER AND LEGISLATURE OF EACH STATE A STATEMENT OF
INTENT  TO  GUIDE  THE AUTHORITY'S ISSUANCE AND OVERALL AMOUNT OF BONDS,
NOTES, OR OTHER DEBT OBLIGATIONS IT MAY ISSUE DURING THE UPCOMING FISCAL
YEAR.
  S 9. SUBSIDIARIES OF THE PORT AUTHORITY. A. NOTWITHSTANDING ANY LAW TO
THE CONTRARY, THE PORT AUTHORITY SHALL NOT HAVE THE  POWER  TO  ORGANIZE
ANY  SUBSIDIARY  CORPORATION UNLESS THE LEGISLATURE OF BOTH STATES SHALL

S. 7094                            13

HAVE ENACTED A LAW GRANTING THE AUTHORITY SUCH POWER FOR  THE  ORGANIZA-
TION OF A SPECIFIC CORPORATION, PROVIDED, HOWEVER, THAT THE PORT AUTHOR-
ITY  MAY  ORGANIZE  A  SUBSIDIARY  CORPORATION PURSUANT TO THE FOLLOWING
REQUIREMENTS:
  (1)  THE  PURPOSE FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE ORGAN-
IZED SHALL BE FOR A PROJECT OR PROJECTS  WHICH  THE  AUTHORITY  HAS  THE
POWER TO PURSUE PURSUANT TO ITS CORPORATE PURPOSES;
  (2)  THE  PRIMARY REASON FOR WHICH THE SUBSIDIARY CORPORATION SHALL BE
ORGANIZED SHALL BE TO  LIMIT  THE  POTENTIAL  LIABILITY  IMPACT  OF  THE
SUBSIDIARY'S  PROJECT  OR  PROJECTS ON THE AUTHORITY OR BECAUSE STATE OR
FEDERAL LAW REQUIRES THAT THE PURPOSE  OF  A  SUBSIDIARY  BE  UNDERTAKEN
THROUGH A SPECIFIC CORPORATE STRUCTURE; AND
  (3)  THE  SUBSIDIARY  CORPORATION  SHALL  MAKE  THE  REPORTS AND OTHER
DISCLOSURES AS ARE REQUIRED BY THE PORT AUTHORITY, UNLESS THE SUBSIDIARY
CORPORATION'S OPERATIONS AND FINANCES ARE CONSOLIDATED WITH THOSE OF THE
AUTHORITY.
  B. IN SUCH CASES WHERE THE PORT AUTHORITY  IS  GRANTED  THE  POWER  TO
ORGANIZE  A  SUBSIDIARY  CORPORATION  PURSUANT  TO SUBDIVISION A OF THIS
SECTION, THE AUTHORITY SHALL FILE, NO LESS THAN SIXTY DAYS PRIOR TO  THE
FORMATION  OF  SUCH SUBSIDIARY, NOTICE TO THE GOVERNOR, THE COMPTROLLER,
AND THE LEGISLATURE OF EACH STATE THAT IT WILL BE CREATING A SUBSIDIARY.
  C. SUBSIDIARY CORPORATIONS FORMED UNDER SUBDIVISION A OF THIS  SECTION
SHALL  NOT  HAVE  THE  AUTHORITY  TO  ISSUE BONDS, NOTES OR OTHER DEBTS,
PROVIDED, HOWEVER, THAT SUCH SUBSIDIARY CORPORATIONS MAY ISSUE NOTES  OR
OTHER  DEBT TO THE PORT AUTHORITY. NO SUCH DEBT ISSUED BY THE SUBSIDIARY
TO THE AUTHORITY SHALL IN TOTAL EXCEED, AT ANY TIME, A PRINCIPAL  AMOUNT
OF  FIVE  HUNDRED  THOUSAND DOLLARS OR, DURING THE NINE MONTHS AFTER THE
FORMATION OF THE SUBSIDIARY, ONE MILLION DOLLARS.
  D. THE CERTIFICATE OF INCORPORATION OR OTHER DOCUMENT FILED TO  ORGAN-
IZE  A  SUBSIDIARY  CORPORATION  UNDER THIS SECTION SHALL STATE THAT THE
PORT AUTHORITY IS THE PERSON ORGANIZING THE CORPORATION.
  E. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  FIFTEEN,  AND
ANNUALLY  ON SUCH DAY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPER-
ATION WITH THE PORT AUTHORITY, SHALL PROVIDE TO THE GOVERNOR AND  LEGIS-
LATURE OF EACH STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT
SHALL INCLUDE FOR EACH SUBSIDIARY:
  (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
SUBSIDIARY;
  (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
  (3) THE COMPLETE BYLAWS AND LEGAL ORGANIZATION PAPERS OF  THE  SUBSID-
IARY;
  (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
OF  THE SUBSIDIARY, INCLUDING A STATEMENT OF JUSTIFICATION AS TO WHY THE
SUBSIDIARY IS NECESSARY TO CONTINUE ITS OPERATIONS FOR THE PUBLIC  BENE-
FIT FOR THE PEOPLE OF BOTH STATES; AND
  (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
TO INCLUDE IN SUCH REPORT.
  S 10. FINANCIAL DISCLOSURE. 1. NOTWITHSTANDING ANY OTHER PROVISION  OF
LAW  TO  THE  CONTRARY: (A) THE COMMISSIONERS FROM THE STATE OF NEW YORK
AND  ALL  OFFICERS  OF  THE  AUTHORITY;  AND  (B)  EMPLOYEES  WHO   HOLD
POLICY-MAKING  POSITIONS  OR  WHOSE  ANNUAL SALARY EQUALS OR EXCEEDS THE
SALARY RATE OF SG-24 AS SET FORTH IN PARAGRAPH A OF SUBDIVISION  ONE  OF
SECTION ONE HUNDRED THIRTY OF THE CIVIL SERVICE LAW AS OF APRIL FIRST OF
THE  YEAR  IN  WHICH  AN  ANNUAL FINANCIAL DISCLOSURE STATEMENT SHALL BE

S. 7094                            14

FILED AND WHOSE OFFICE OR ASSIGNED WORK STATION OR PLACE IS  LOCATED  IN
THE  STATE OF NEW YORK SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS
PURSUANT TO SECTION SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  2.  ANY  EMPLOYEE  WHO  IS SUBJECT TO THE PROVISIONS OF PARAGRAPH B OF
SUBDIVISION ONE OF THIS  SECTION  AND  WHOSE  OFFICE  OR  ASSIGNED  WORK
STATION OR PLACE IS LOCATED IN THE STATE OF NEW JERSEY SHALL COMPLY WITH
THE FINANCIAL DISCLOSURE REQUIREMENTS OF SUCH STATE.
  3.  ANY  PERSON  WHO  IS REQUIRED TO FILE ANNUAL DISCLOSURE STATEMENTS
PURSUANT TO SUBDIVISION ONE OF THIS SECTION  SHALL  BE  SUBJECT  TO  THE
PROVISIONS,   INCLUDING   THE   ENFORCEMENT   PROVISIONS,   OF   SECTION
SEVENTY-THREE-A OF THE PUBLIC OFFICERS LAW.
  4. ANY PERSON WHO FILES AN ANNUAL  DISCLOSURE  STATEMENT  PURSUANT  TO
SUBDIVISION  ONE OF THIS SECTION SHALL NOT BE REQUIRED TO FILE AN ANNUAL
FINANCIAL DISCLOSURE STATEMENT OR ITS EQUIVALENT IN  THE  STATE  OF  NEW
JERSEY.  THE  FILING  AND  ACCEPTANCE OF THE ANNUAL FINANCIAL DISCLOSURE
STATEMENT PURSUANT TO THE PUBLIC  OFFICERS  LAW  SHALL  CONSTITUTE  FULL
COMPLIANCE  WITH  THE  FINANCIAL DISCLOSURE REQUIREMENTS OF THE STATE OF
NEW JERSEY FOR THE PURPOSES OF THIS SECTION.
                              ARTICLE VII-C
  S 1. FEES, TOLLS, CHARGES AND FARE INCREASES; HEARINGS. NOT MORE  THAN
NINETY  DAYS  PRIOR  TO ANY VOTE OR ACTION TAKEN BY THE BOARD OF COMMIS-
SIONERS RELATING TO ANY INCREASE IN THE TOLLS, FEES OR CHARGES  FOR  THE
USE  OF  ANY  FACILITY  OF THE PORT AUTHORITY, INCLUDING ITS BRIDGES AND
TUNNELS, THE PORT AUTHORITY SHALL CONDUCT PUBLIC  HEARINGS  PURSUANT  TO
THIS ARTICLE.
  S 2. HEARINGS. (A) THE PORT AUTHORITY SHALL CONDUCT AT LEAST ONE HEAR-
ING IN EACH COUNTY OF THE STATES OF NEW YORK AND NEW JERSEY, WHOSE RESI-
DENTS  WILL BE DIRECTLY AFFECTED BY ANY PROPOSED INCREASE IN TOLLS, FEES
OR OTHER CHARGES, AS DETERMINED BY THE BOARD IN CONSULTATION WITH  STATE
AND LOCAL PUBLIC OFFICIALS.
  (B)  ALL  OF  THE PUBLIC HEARINGS SHALL BE HELD LESS THAN NINETY DAYS,
BUT MORE THAN THIRTY DAYS, BEFORE ANY MEETING OF THE  BOARD  OF  COMMIS-
SIONERS TO VOTE TO INCREASE ANY TOLLS, FEES OR OTHER CHARGES.
  (C)  EACH  HEARING  SHALL  BE ATTENDED BY AT LEAST THREE COMMISSIONERS
FROM NEW YORK AND THREE COMMISSIONERS FROM NEW JERSEY.
  (D) THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
ULED TO BEGIN AFTER 6LABOR P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
  S 3. PUBLIC PARTICIPATION. AT EACH PUBLIC MEETING OF THE BOARD AND  AT
EACH  PUBLIC  MEETING  OF EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED A
PERIOD OF TIME, NOT LESS THAN 60 MINUTES, TO SPEAK ON ANY TOPIC  ON  THE
AGENDA.  THE  PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR TO ANY BOARD
OR COMMITTEE ACTION.
  S 4. AGENDAS AND RELATED DOCUMENTS. (A) THE PORT AUTHORITY SHALL  MAKE
AVAILABLE TO THE PUBLIC MEETING AGENDAS AND PUBLIC DOCUMENTS PROVIDED TO
THE  BOARD  AT  LEAST 72 HOURS BEFORE EACH MEETING OF THE BOARD AND EACH
MEETING OF EACH COMMITTEE. PUBLIC NOTICE OF THE  TIME  AND  PLACE  OF  A
MEETING  SHALL  BE  PROVIDED  TO  APPROPRIATE  MEDIA  OUTLETS,  SHALL BE
CONSPICUOUSLY POSTED IN ONE  OR MORE DESIGNATED AREAS AT LEAST 72  HOURS
BEFORE  SUCH  MEETING,  AND  SHALL  BE CONSPICUOUSLY POSTED VIA THE PORT
AUTHORITY'S OFFICIAL INTERNET WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE
THE MEETING.
  (B) THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC  SUCH  DOCU-
MENTS  IN  THE  FOLLOWING  MANNER:  (1)  THE AGENDA AND PUBLIC DOCUMENTS
PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC
INSPECTION AT AN OFFICE OF THE PORT AUTHORITY; AND (2)  THE  AGENDA  AND

S. 7094                            15

PUBLIC  DOCUMENTS  PERTAINING  TO  A BOARD OR COMMITTEE MEETING SHALL BE
POSTED ON THE PORT AUTHORITY'S OFFICIAL INTERNET WEBSITE.  IN  ADDITION,
THE PORT AUTHORITY SHALL SEND VIA ELECTRONIC MAIL, THE AGENDA AND PUBLIC
DOCUMENTS  PERTAINING  TO A BOARD OR COMMITTEE MEETING TO EACH MEMBER OF
THE NEW YORK STATE AND THE NEW JERSEY STATE LEGISLATURES.
  S 5. MINUTES SHALL BE TAKEN AT ALL OPEN MEETINGS OF THE PORT  AUTHORI-
TY.    THE  MINUTES SHALL CONSIST OF A RECORD OR SUMMARY OF ALL MOTIONS,
PROPOSALS, RESOLUTIONS, AND ANY OTHER MATTER FORMALLY VOTED UPON AND THE
VOTE THEREON. MINUTES SHALL BE TAKEN AT EXECUTIVE SESSIONS OF ANY ACTION
THAT IS TAKEN BY FORMAL VOTE AND SHALL CONSIST OF A RECORD OR SUMMARY OF
THE FINAL DETERMINATION OF SUCH ACTION, AND THE VOTE THEREON;  PROVIDED,
HOWEVER,  THAT  SUCH SUMMARY NEED NOT INCLUDE ANY MATTER WHICH IS EXEMPT
FROM DISCLOSURE BY EITHER NEW YORK'S FREEDOM OF INFORMATION LAW  OR  NEW
JERSEY'S  OPEN  PUBLIC  RECORDS  ACT.  MINUTES  OF EACH MEETING SHALL BE
AVAILABLE TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE OF SUCH MEETING.
  S 6. CONDITIONS PRECEDENT. STRICT COMPLIANCE WITH EACH OF THE REQUIRE-
MENTS SET FORTH IN SECTION TWO OF THIS ARTICLE SHALL BE A  LEGAL  CONDI-
TION PRECEDENT FOR PLACING ON THE MEETING AGENDA OF THE BOARD OF COMMIS-
SIONERS  ANY  MATTER  RELATING  TO  AN  INCREASE IN TOLLS, FEES OR OTHER
CHARGES. UNLESS THE CHAIR  OF  THE  BOARD  CERTIFIES  THAT  ALL  OF  THE
REQUIREMENTS  OF SECTION TWO HAVE BEEN FULLY COMPLIED WITH, THE BOARD IS
PROHIBITED FROM PLACING ON ITS MEETING AGENDA ANY MATTER RELATING TO  AN
INCREASE IN TOLLS, FEES OR OTHER CHARGES.
  S 7. BARRIER-FREE ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
MADE  ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN FACILI-
TIES THAT PERMIT BARRIER-FREE PHYSICAL ACCESS TO  THE  PHYSICALLY  HAND-
ICAPPED.  IF  THE  BOARD DETERMINES TO USE VIDEO CONFERENCING OR SIMILAR
TECHNOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN  OPPORTUNITY  FOR
THE  PUBLIC TO ATTEND, LISTEN AND OBSERVE AT ANY SITE AT WHICH A COMMIS-
SIONER PARTICIPATES.
  S 5. Article XIV of section 1 of chapter 154  of  the  laws  of  1921,
relating to the Port Authority of New York and New Jersey, is amended to
read as follows:
                               ARTICLE XIV.
  The  BOARD OF COMMISSIONERS OF THE port authority shall elect from its
number a chairman WHO SHALL BE A COMMISSIONER APPOINTED FROM  THE  STATE
OF  NEW JERSEY, vice-chairman, and may appoint such officers and employ-
ees as it may require for the performance of its duties, and  shall  fix
and determine their qualifications and duties.  THE BOARD OF COMMISSION-
ERS  SHALL  APPOINT  AN  EXECUTIVE DIRECTOR ON THE RECOMMENDATION OF THE
GOVERNOR OF THE STATE OF NEW YORK. THE EXECUTIVE DIRECTOR SHALL NOT BE A
MEMBER OF THE BOARD OF COMMISSIONERS.
  S 6. Severability clause. If any clause, sentence, paragraph, subdivi-
sion, section or part of this act shall be  adjudged  by  any  court  of
competent  jurisdiction  to  be invalid, such judgment shall not affect,
impair, or invalidate the remainder thereof, but shall  be  confined  in
its  operation  to the clause, sentence, paragraph, subdivision, section
or part thereof directly involved in the controversy in which such judg-
ment shall have been rendered. It is hereby declared to be the intent of
the legislature that this act would  have  been  enacted  even  if  such
invalid provisions had not been included herein.
  S  7.  This  act  shall take effect upon the enactment into law by the
state of New Jersey of legislation having an identical effect with  this
act,  but  if  the  state  of New Jersey shall have already enacted such
legislation this act shall take effect immediately. The chairman of  the
port  authority  shall  notify  the legislative bill drafting commission

S. 7094                            16

upon the enactment into law of such legislation by both such  states  in
order  that the commission may maintain an accurate and timely effective
data base of the official text of the laws of the state of New  York  in
furtherance  of effecting the provision of section 44 of the legislative
law and section 70-b of the public officers law.

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