Senate Bill S6358

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

                                 6358--A

                            I N  S E N A T E

                            February 1, 2012
                               ___________

Introduced by Sens. LANZA, SAVINO -- read twice and ordered printed, and
  when printed to be committed to the Committee on Corporations, Author-
  ities  and  Commissions -- committee discharged, bill amended, ordered
  reprinted as amended and recommitted to said committee

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

 EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                      [ ] is old law to be omitted.
                                                           LBD13921-06-2
              

S. 6358--A                          2

  S 1. COMMISSIONERS. The port authority shall consist of twelve commis-
sioners,  six  resident voters from the state of New York, at least four
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

S. 6358--A                          3

SHALL PARTICIPATE IN SUCH CONTINUING TRAINING  AS  MAY  BE  REQUIRED  TO
REMAIN  INFORMED  OF  BEST  PRACTICES,  REGULATORY AND STATUTORY CHANGES
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. 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.
  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:
  (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

S. 6358--A                          4

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
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

S. 6358--A                          5

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
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

S. 6358--A                          6

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;
  (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:

S. 6358--A                          7

  (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;
  (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.

S. 6358--A                          8

  (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
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

S. 6358--A                          9

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
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

S. 6358--A                         10

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
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

S. 6358--A                         11

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
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

S. 6358--A                         12

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
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:

S. 6358--A                         13

  (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  THIRTEEN,  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
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.

S. 6358--A                         14

  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 AUTHORITY, INCLUDING ITS BRIDGES AND TUNNELS,
THE AUTHORITY SHALL CONDUCT PUBLIC HEARINGS PURSUANT TO THIS ARTICLE.
  S 2. HEARINGS. (A) THE AUTHORITY SHALL CONDUCT AT LEAST ONE HEARING IN
EACH  COUNTY  OF  THE STATES OF NEW YORK AND NEW JERSEY, WHOSE RESIDENTS
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 ONE COMMISSIONER FROM
NEW YORK AND ONE COMMISSIONER FROM NEW JERSEY.
  S 3. 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 4. BARRIER-FREE ACCESS. THE BOARD SHALL MAKE OR CAUSE TO BE MADE ALL
REASONABLE  EFFORTS  TO ENSURE THAT MEETINGS ARE HELD IN FACILITIES THAT
PERMIT BARRIER-FREE PHYSICAL ACCESS TO THE  PHYSICALLY  HANDICAPPED.  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 COMMISSIONER PARTIC-
IPATES.
  S 5. Article XIV 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

S. 6358--A                         15

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
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.