The New York State Senate

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

                                  8126

                       2019-2020 Regular Sessions

                          I N  A S S E M B L Y

                              June 3, 2019
                               ___________

Introduced by M. of A. PAULIN -- read once and referred to the Committee
  on Corporations, Authorities and Commissions

AN  ACT  establishing  the  "Gateway Development Commission Act"; and to
  amend the civil service law and the transportation law, in relation to
  facilitating the creation of the gateway development commission

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

  Section  1.  Short  title. This act shall be known and may be cited as
the "Gateway Development Commission Act".
  § 2. Gateway Development Commission. 1.(a)  Legislative  findings  and
intent.  The  legislature  finds  and  declares:  that the states of New
Jersey and New York and their respective citizens share a common  inter-
est to preserve the functionality and strengthen the resiliency of long-
distance  and  commuter  rail  infrastructure between New Jersey and New
York, including  passenger  rail  infrastructure  owned,  controlled  or
utilized  by  the National Railroad Passenger Corporation, also known as
"Amtrak"; that the two states and their respective  citizens  share  the
benefits  of  the  existing  interstate  passenger  rail  infrastructure
between the two states, including the existing North River tunnel;  that
interstate  passenger  rail  service  and infrastructure is vital to the
economies of New Jersey and New York; that, because of  the  passage  of
time  and  damage caused by natural disasters, both states recognize the
existing interstate passenger rail infrastructure, including the  exist-
ing  North River tunnel, is at risk of system failures that could result
in prolonged service disruptions that would severely damage  the  econo-
mies  of  the  two  states and many other portions of the economy of the
northeast corridor; that both states recognize the urgent need to under-
take projects necessary to create  additional  passenger  rail  capacity
under  the  Hudson  River,  rehabilitate  passenger rail infrastructure,
maintain current levels  of  long-distance  and  commuter  rail  service
between  the  two  states and provide additional reliability, safety and

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

                                                           LBD13164-01-9

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security; that the citizens of both states will share  the  benefits  of
expanded   capacity  and  rehabilitated  passenger  rail  infrastructure
between the two states; and that there has been a long history of  coop-
eration  among state and local governmental entities, Amtrak and various
private organizations and individuals in the two states  to  ensure  the
preservation of a variety of passenger rail service options.
  (b)  The legislature therefore determines that the state of New Jersey
and the state of New York shall equally  divide  the  financial  burdens
that  constitute  the  local  share  of  the  total costs of the Gateway
Program, with 50 percent of the local share to be paid  by  each  state,
and  further  determines  that  there is a need to endorse and formalize
that bi-state cooperative effort to help ensure that  the  functionality
of long-distance and commuter rail infrastructure between New Jersey and
New  York  and  throughout the northeast corridor is preserved and main-
tained for the benefit of the economies of New Jersey and New  York  and
for the well-being of present and future generations of citizens in both
states;  and  that the creation of a bi-state commission that shall be a
body corporate and politic established by the states of New  Jersey  and
New York, acting in the public interest and exercising essential govern-
mental  functions,  is  an  appropriate  means  to accomplish these very
important goals and is not  intended  to  impair,  limit,  diminish,  or
otherwise  affect any right, power, or jurisdiction of the United States
of America or any department, branch, agency, court,  bureau,  or  other
instrumentality  thereof  with respect to any matter, or grant or confer
any right or power on such bi-state commission, or any officer or  trus-
tee thereof, to regulate commerce between the states.
  (c) It is the intention of the legislature that the commission consti-
tutes  an institution which has been established by the states to effec-
tuate a public purpose and is therefore eligible to apply for  financial
assistance  from  the  United  States government, including the agencies
thereof.
  2. Definitions. Except where different meanings are  expressly  speci-
fied in subsequent provisions of this section, the following terms shall
have the following meanings:
  (a) "Act" means the Gateway Development Commission act.
  (b)  "Amtrak"  means  the  National  Railroad Passenger Corporation, a
corporation organized under 49 U.S.C. § 24101 et. Seq. and the  laws  of
the District of Columbia.
  (c) "Board" means the board of commissioners of the commission.
  (d)  "Commission"  means  the  gateway development commission which is
established pursuant to this act.
  (e) "Committee" or "committees" means any  standing  committee  estab-
lished  by  the  board  tasked  with, including, but not limited to, the
audit responsibility, governance responsibility, and  finance  responsi-
bility required to be established pursuant to this act.
  (f)  "Facilitate"  or  "facilitation"  means  the planning, designing,
construction, reconstruction, replacement, approval of works,  rehabili-
tation,  repair,  alteration,  improvement, extension, and management of
matters directly associated with the Gateway Program.
  (g) "Full Funding" means the sum of commitments to fund, from  sources
deemed  by  the  commission to be creditworthy, plus commission cash-on-
hand, plus such other sources of funding deemed certain to be  available
as and when required, found by the commission to be sufficient to facil-
itate the Gateway Program.
  (h)  "Gateway Program" means a series of passenger rail transportation
projects between Penn Station, Newark, New Jersey and Penn Station,  New

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York,  New  York  that consists of the following component projects: the
Hudson Tunnel project; the Portal North Bridge project; the Portal South
Bridge project; the Hudson Yards right-of-way preservation project;  the
Sawtooth  Bridge  replacement project; the Moynihan Station construction
and Penn Station rehabilitation project; the Secaucus Loop project;  the
Secaucus Junction renovation and expansion project; and the Penn Station
South project.
  (i)  "Hudson  Tunnel  project" means a project to construct a new two-
track Hudson River rail tunnel from New Jersey to  Manhattan  that  will
directly  serve  Penn  Station New York and to rehabilitate the existing
North River Tunnel.
  (j) "Hudson Yards right-of-way preservation project" means  a  project
to preserve the right-of-way under the Hudson Yards in Manhattan through
the  construction  of two underground tubes to connect the new two-track
Hudson River rail tunnel  with  existing  rail  infrastructure  at  Penn
Station  New  York  and new rail infrastructure associated with the Penn
Station South project.
  (k) "Meeting" means any gathering, whether corporeal or  by  means  of
communication  equipment,  which  is attended by, or open to, the board,
held with the intent, on the part of the commissioners present,  to  act
as a unit upon the specific public business of the commission. "Meeting"
does  not mean a gathering (i) attended by less than a quorum of commis-
sioners; (ii) in which the board is engaged in  ordinary  course  super-
vision  of  commission staff; (iii) in which consideration of commission
business matters are informally discussed without the intent  or  effect
of  effectuating  any  action of the commission; or (iv) a convention or
similar gathering.
  (l) "Moynihan Station construction  and  Penn  Station  rehabilitation
project"  means  a  project  to  convert the James A. Farley Post Office
building in Manhattan to a  train  station  and  to  connect  the  newly
converted  train  station  to New York Penn Station, in conjunction with
renovations to the rail infrastructure at New York Penn Station.
  (m) "News media" means persons representing major wire services, tele-
vision news services,  radio  news  services,  and  newspapers,  whether
located in the state of New York or New Jersey or any other state.
  (n)  "Penn  Station  South project" means a project to construct a new
train station south of the existing New York Penn Station that  connects
to  New York Penn Station and accommodates additional rail capacity into
Manhattan from New Jersey.
  (o) "Portal North Bridge project"  means  a  project  to  replace  the
existing  Portal  Bridge  over the Hackensack River between Secaucus and
Kearny, New Jersey with a new, high-level, two-track fixed rail bridge.
  (p) "Portal South Bridge project" means a project to construct a  new,
high-level,  two-track  fixed  rail  bridge  over  the  Hackensack River
between Secaucus and Kearny, New Jersey  at  a  location  south  of  the
Portal North Bridge.
  (q)  "Public business" means matters which relate in any way, directly
or indirectly, to the performance of the functions of the commission  or
the conduct of its business.
  (r)  "Sawtooth  Bridge replacement project" means a project to replace
the two-track rail bridges carrying the Northeast  Corridor  line  at  a
location  northeast of Kearny Junction where the Northeast Corridor line
intersects with the Newark Turnpike and  Belleville  Turnpike  with  new
four-track rail bridges and to replace the existing Sawtooth Bridge with
a new four-track rail bridge.

A. 8126                             4

  (s)  "Secaucus  Loop  project"  means  a project to construct new rail
infrastructure near Secaucus Junction to connect the New Jersey  Transit
Corporation's  Main-Bergen  County  Line and Pascack Valley Line and the
Metro-North Commuter Railroad's Port  Jervis  Line  with  the  Northeast
Corridor Line.
  (t)  "Secaucus  Junction  renovation  and  expansion  project" means a
project to construct two additional tracks along the land-based portions
of the Northeast Corridor line from Newark, New Jersey to Manhattan  and
to  expand  the tracks and platforms at Secaucus Junction to accommodate
additional rail traffic that is anticipated as a result of other  compo-
nent projects of the Gateway Program.
  3.  Creation  of the commission; purposes. (a) There is hereby created
the Gateway Development Commission, a body corporate and politic  estab-
lished  by  the states of New Jersey and New York, which shall be deemed
to be acting in the public interest and exercising essential  government
functions in taking action hereunder and which shall be a public author-
ity and a government sponsored authority. The purposes of the commission
shall include the following:
  (1) facilitate the Gateway Program;
  (2)  serve  the mutual interests of the state of New Jersey, the state
of New York and Amtrak by coordinating governmental entities, Amtrak and
private entities providing assistance to the Gateway Program  or  other-
wise regulating the Gateway Program, with a view to achieving full fund-
ing, and encourage and enable such parties to participate in the facili-
tation of the Gateway Program;
  (3)  act  as a lead agency for the facilitation of the Gateway Program
and to act as the recipient of all Gateway  Program  funds  and  as  the
project  lead  for all component projects of the Gateway Program, unless
one of the other partner agencies  or  entities  is  designated  as  the
project  sponsor.    The  commission  is hereby intended to qualify for,
authorized, and empowered to apply for and accept, financial assistance,
loans, grants or any other funding  for  such  purposes  under  federal,
state or local laws, and to make application directly to the appropriate
officials  or  agencies  for the application for and receipt of federal,
state or local assistance, loans, grants or any other funding in aid  of
any of the purposes of this act;
  (4) pursue efforts to assist federal or state agencies and other enti-
ties  to fulfill their goals set forth in federal law or the laws of the
state of New York or the state of New Jersey to further  passenger  rail
transportation between the states, including 49 U.S.C. s.24901, et seq.;
and
  (5)  take  any and all actions authorized by this act which are or may
be necessary or appropriate to constitute  and  maintain  itself  as  an
applicant  eligible  to  qualify  to  apply for and be awarded financial
assistance, loans, grants or other funding as may be available  for  the
Gateway  Program,  including  that  awarded  by federal, state and local
governments and the agencies thereof.
  (b) Officers. The officers of the commission shall be a chairperson, a
vice chairperson, a chief executive officer, a general counsel, a  chief
financial  officer,  a chief ethics and compliance officer, an inspector
general, a treasurer, a comptroller, and a secretary. Each officer shall
be selected by the board of commissioners.
  4. Board of commissioners. (a) The commission shall  consist  of  nine
commissioners,  three  resident voters from the state of New York, three
resident voters from the state of  New  Jersey,  and  three  individuals
appointed  directly  by the Amtrak board of directors. The commissioners

A. 8126                             5

appointed by Amtrak shall  serve  to  represent  Amtrak's  interest,  as
owner-operator  of  the northeast corridor, in the work to be undertaken
by the commission. The New York commissioners shall  be  chosen  by  the
state  of  New  York and the New Jersey commissioners shall be chosen by
the state of New Jersey in the manner and for the terms fixed and deter-
mined from time to time by the legislature of each  state  respectively.
Any  commissioner appointed to the board shall have experience in one or
more of the  following  areas:  transportation,  public  administration,
business  management,  finance,  accounting, law, engineering, land use,
urban and regional planning, management of large capital projects, labor
relations, or have experience in some other area of activity central  to
the mission of the commission.
  (b) Commissioners shall serve without compensation, but the commission
may, within the limits of funds appropriated or otherwise made available
to  it, reimburse commissioners for actual expenses necessarily incurred
in the discharge of their official duties.
  (c) The commissioners from the state of New Jersey and the commission-
ers from the state of New York shall be indemnified by the state of  New
Jersey  and  the  state of New York, respectively, to the same extent as
such state indemnifies a public officer for any claim or judgment  aris-
ing out of such public officer's official duties.
  (d)  Each  commissioner  may  be  removed  or suspended from office as
provided by the law  of  the  state  from  which  that  commissioner  is
appointed.
  (e)  No  commissioner,  including  the chairperson, shall serve as the
commission's chief executive officer, general counsel,  chief  financial
officer,  chief  ethics and compliance officer, inspector general, comp-
troller, or secretary, or hold any other equivalent position while serv-
ing as a commissioner.
  (f) Oath of office. The commissioners shall promulgate  a  commission-
er's oath of office in consultation with the chief ethics and compliance
officer.  Each  commissioner and officer shall, before entering upon the
duties of his or her office, take and subscribe the constitutional  oath
of  office.  The  oaths  of  office  shall be filed in the office of the
commission. No person shall be eligible for appointment  or  shall  hold
the  office  of  commissioner or be appointed to, or hold, any office or
position under the commission, who holds any official  relation  to  any
person  or  corporation related to the mission of the commission, or who
owns stocks or bonds of any such corporation.
  (g) Commissioner statement. At the time that a commissioner takes  and
subscribes  the  commissioner's  oath  of office, the commissioner shall
execute a statement declaring  that  the  commissioner  understands  the
commissioner's  independence  and fiduciary obligation to perform duties
and responsibilities to the best of  the  commissioner's  abilities,  in
good  faith  and  with  proper  diligence  and  care 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
officials or bodies and ultimately apply  independent  judgment  in  the
best interest of the commission, its mission, and the public, consistent
with  this  enabling statute, mission, and by laws of the commission and
the applicable laws of both states; and that the fiduciary duty  to  the
commission is derived from and governed by its mission.
  (h)  Board training. Individuals appointed to the board of commission-
ers shall participate in training  approved  by  the  chief  ethics  and
compliance  officer  in  consultation  with the inspector general of the
commission regarding  their  legal,  fiduciary,  financial  and  ethical

A. 8126                             6

responsibilities as commissioners of the commission within six months of
appointment  to  the  commission. The commissioners shall participate in
continuing training as may be required to remain informed of best  prac-
tices,  regulatory and statutory changes relating to the effective over-
sight of the management  and  financial  activities  of  commissions  or
public  authorities  and  adhere to the highest standards of responsible
governance.
  (i) Recusals.  (i) A commissioner shall not vote on or participate  in
any  board or committee discussions or decisions with respect to an item
if the commissioner, a member of the commissioner's immediate family, or
a business in which the commissioner has an interest, has  a  direct  or
indirect financial involvement that may reasonably be expected to impair
the  commissioner's  objectivity  or  independent  judgment  or that may
reasonably create the appearance of impropriety.  A  commissioner  shall
report  such  a  need for recusal to the general counsel when it arises.
The public shall be informed of any recusals prior to any  board  action
and  the  minutes  shall  clearly  reflect  that  recusal.  (ii) For the
purposes of this subdivision:  (1) "immediate family"  means  a  spouse,
parent,  child,  or  sibling;  and  (2) "interest" means if the business
organization is a partnership, the board member or board member's  imme-
diate  family is a partner or owner of ten percent or more of the assets
of the partnership, or if the business organization  is  a  corporation,
the board member or the board member's immediate family owns or controls
ten  percent  or  more  of  the stock of the corporation, or serves as a
director or officer of the corporation.
  (j) (i) Notwithstanding any other provision of law  to  the  contrary,
the  commissioners, officers, and employees of the commission shall file
annual financial disclosure statements as provided in this section.
  (ii) (1) The commissioners appointed by the state of  New  York  shall
file  annual financial disclosure statements pursuant to section 73-a of
the public officers law.
  (2) The commissioners appointed by the state of New Jersey shall  file
annual  financial  disclosure statements as required by New Jersey state
law or executive order.
  (3) In addition to the financial disclosures required of  the  commis-
sioners,  financial  disclosures  of  employees  shall, at a minimum, be
required of the chief executive officer, the general counsel, the  comp-
troller,  the  treasurer,  and the inspector general, employees who hold
policy-making positions as determined by  the  general  counsel  of  the
commission,  and  employees  whose base salary, either in the current or
previous year, exceeds $150,000, which shall be adjusted  for  inflation
annually  in accordance with the consumer price index for all urban wage
earners and clerical  workers  (CPI-W)  as  calculated  by  the  federal
government.  The  financial  disclosures  shall be updated not less than
annually and shall be made available on the commission's website.
  5. Organization of the commission; meetings.  (a) The  chairperson  of
the commission shall serve from among the commissioners appointed by the
state  of New Jersey and the commissioners appointed by the state of New
York.  The  initial  chairperson  shall  be  one  of  the  commissioners
appointed  by  the  state  of  New York and shall serve a one-year term.
Following the initial one-year term, the chairperson shall be one of the
commissioners appointed by the state  of  New  Jersey.  Thereafter,  the
chairpersonship  shall  alternate  between commissioners from each state
with each chairperson serving for a one-year term. The commissioner  who
shall  serve  as chairperson from each state shall be decided in accord-
ance with the laws of each respective state. One  of  the  commissioners

A. 8126                             7

appointed  by  Amtrak shall serve as vice chairperson, at the discretion
of the Amtrak board of directors.
  (b) The commission shall meet regularly as it may determine.  Meetings
shall be held at such times and places as the chairperson of the commis-
sion  deems  appropriate.  To  the  maximum extent practicable, meetings
shall be held on an alternating basis in New Jersey and New York.
  (c) The powers of the commission may be exercised by the commissioners
at a meeting duly noticed and held where a majority of commissioners are
present. Each party to the commission may cast one  collective  vote  on
any  motion, resolution, or other action of the board. The commissioners
appointed by the state of New York shall cast one collective vote  in  a
manner  determined by the laws of the state of New York. The commission-
ers appointed by the state of New Jersey shall cast one collective  vote
in  a  manner  determined  by  the  laws of the state of New Jersey. The
commissioners appointed by the board of directors of Amtrak  shall  cast
one collective vote in a manner determined by the Amtrak board of direc-
tors.  Action  may  be  taken and motions and resolutions adopted by the
commission at any meeting thereof only through the unanimous affirmative
vote of each party to the commission. Each state reserves the  right  to
provide  by law for the exercise of a veto power by the governor thereof
over any action of any commissioner appointed therefrom. The commission-
ers shall adopt bylaws providing for attendance protocols, voting proce-
dures, and other matters related to  the  conduct  of  business  by  the
commission.
  (d)  Board committees.  (i) The board of commissioners shall establish
a committee structure that shall include, but need not  be  limited  to,
the following responsibilities:
  (1)  a  governance  responsibility  to  be  assigned  to  a  committee
comprised of not fewer than three commissioners who  shall  possess  the
necessary  skills to undertake the governance duties and functions. Such
committee  shall  be  comprised  of  not  fewer  than  one  commissioner
appointed  by  each  appointing party. It shall be the responsibility of
the members of this committee to: keep the  board  informed  of  current
best  governance  practices;  review corporate governance trends; update
the commission's corporate governance principles;  examine  ethical  and
conflict of interest issues; perform board self-evaluations; investigate
term limits, reappointments, and board responsibilities; develop by laws
which  include  rules  and procedures for the conduct of board business;
and advise the commission on the  skills  and  experiences  required  of
potential commissioners;
  (2) an audit responsibility to be assigned to a committee comprised of
not  fewer  than three commissioners and who shall possess the necessary
skills to undertake the audit duties and functions. Such committee shall
be comprised of not  fewer  than  one  commissioner  appointed  by  each
appointing  party. It shall be the responsibility of the members of this
committee to: recommend to the board the hiring of an  independent  firm
of certified public accountants to audit the financial statements of the
commission;  establish  the  compensation  to  be paid to the accounting
firm; and provide direct oversight of the annual  independent  financial
audit  performed  by  the  accounting  firm hired for auditing purposes.
Members of this committee shall be familiar with corporate financial and
accounting practices and shall be financially literate about  applicable
financial laws, rules, regulations, and standard industry practices; and
  (3)  a  finance responsibility to be assigned to a committee comprised
of not fewer than three commissioners and who shall possess  the  neces-
sary skills to undertake the finance duties and functions.  Such commit-

A. 8126                             8

tee  shall  be comprised of not fewer than one commissioner appointed by
each appointing party. It shall be the responsibility of the members  of
this  committee  to  oversee  and  approve the issuance of debt that the
commission or its subsidiaries issue.
  (ii)  Every  committee established by the board of commissioners shall
promulgate a written charter to be approved by the board.  Each  charter
promulgated in accordance with this subparagraph shall be made available
to the public and posted on the commission's website.
  (e)  The  commission  may  request the assistance and services of such
employees and agents as it may require and as may be made  available  to
it  for  the  purpose  of  carrying out its duties under this act, which
agents may include private consultants and persons employed by or acting
as a consultant for the federal government, the state of New Jersey, any
local government thereof, the state of New York,  any  local  government
thereof, any agency, instrumentality, department, commission or authori-
ty  of  any  one  or  more  of the foregoing, any bi-state agency, or of
Amtrak, and each such government and enumerated party is  authorized  to
provide any such assistance and services to the commission.
  (f)  The  commission  may,  within the limits of funds appropriated or
otherwise made available to it for those purposes, employ  such  profes-
sional,  technical,  clerical  staff  and  consultants  and  incur  such
expenses as it may deem necessary or appropriate in order to perform its
duties.
  (g) The commission shall  adopt  and  promulgate  appropriate  bylaws,
rules  and  regulations concerning the right of the public to be present
at meetings of the commission and to obtain records of the  commission's
activities  or  public  business. Any rules or regulations adopted here-
under shall become a part of the minutes of the commission and be posted
on its website.
  (h) The commission shall:
  (i) adopt a mission statement that  the  commission's  mission  is  to
serve  the mutual interests of the state of New Jersey, the state of New
York and Amtrak by facilitating the Gateway Program;
  (ii) adopt a code of conduct applicable to  commissioners,  employees,
and  vendors  and  other  contractors with the commission based upon the
recommendations of the chief ethics and compliance officer  that  shall,
at  a  minimum,  include  the applicable standards established by law in
each state;
  (iii) establish a whistleblower access and assistance program protect-
ing employees from retaliation  for  disclosing  information  concerning
acts  of  wrongdoing,  misconduct,  malfeasance,  or other inappropriate
conduct based upon the recommendations of the chief ethics  and  compli-
ance officer;
  (iv)  establish  a  policy  requiring all commissioners, officers, and
employees with decision-making authority to maintain  records  regarding
contact  with  lobbyists.  As  used  in this subparagraph: (1) "contact"
means any conversation, in person or by telephonic or  other  electronic
means,  or  correspondence  between  any  lobbyist engaged in the act of
lobbying and any person within the commission who can make or  influence
a  decision  on the subject of the lobbying on the behalf of the commis-
sion, and shall include, at a minimum,  all  members  of  the  board  of
commissioners  and  all officers of the commission, (2) "lobbyist" shall
have the same meaning as defined in the laws, rules  or  regulations  of
either  state,  and (3) "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 commission, (B) the outcome of

A. 8126                             9

any  proceeding  by  the  commission to establish, levy or collect fees,
tolls, charges or fares, and (C) the authorization, approval or award of
any agreements, contracts or purchase orders, including  any  settlement
of commission claims, or any extension, amendment or modification of any
existing agreement, contract or order; and
  (v)  have  an  efficiency  study  of the commission and its operations
conducted by an independent entity upon the request of the governors  of
New York and New Jersey, and if no request is made, no longer than every
three years.
  (i) (i) The chief ethics and compliance officer shall recommend to the
board  of commissioners a whistleblower access and assistance program to
be administered by the inspector general which shall include, but not be
limited to:
  (1) establishing an email address and toll-free telephone,  facsimile,
and text messaging lines available to employees;
  (2)  offering  advice regarding employee rights under applicable state
and federal laws and advice and options available to all persons; and
  (3) offering an opportunity for employees to identify concerns regard-
ing any issue at the port authority.
  Any communication between an employee and the inspector general pursu-
ant to this paragraph shall be held strictly confidential by the inspec-
tor 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  the  board of commissioners and/or any law enforcement
authority.
  (ii) The  commission  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.
  (iii) As used in this paragraph:
  (1)  "Employees"  means  those  persons  employed  at  the commission,
including but not limited to: full-time and part-time  employees,  those
employees on probation, and temporary employees.
  (2) "Whistleblower" means any employee of the commission who discloses
information  concerning  acts of wrongdoing, misconduct, malfeasance, or
other inappropriate behavior by an  employee  or  board  member  of  the
commission,  including,  but  not  limited  to, such acts concerning the
commission's investments, travel, acquisition of real or personal  prop-
erty,  the  disposition of real or personal property, or the procurement
of goods and services.
  (j) Inspector general. (i) The inspector general shall be  responsible
for  receiving  and  investigating,  where  appropriate,  all complaints
regarding fraud,  waste,  and  abuse  by  commissioners,  officers,  and
employees of the port authority or third-parties doing business with the
commission. The inspector general shall also be responsible for conduct-
ing  investigations  upon the inspector general's own initiative, as the
inspector general shall deem appropriate.
  (ii) The inspector general shall inform the board of commissioners and
the chief executive officer of allegations  received  by  the  inspector
general  and  the  progress  of  investigations  related thereto, unless
special circumstances require confidentiality.
  (iii) The inspector general shall determine with  respect  to  allega-
tions  received  by the inspector general whether disciplinary action or
civil prosecution by the commission  is  appropriate,  and  whether  the

A. 8126                            10

matter  should  be  referred  to  an appropriate governmental agency for
further action.
  (iv)  The  inspector  general  shall prepare and make available to the
public written reports of completed investigations, as  appropriate  and
to  the extent permitted by law, subject to redactions to protect a need
for confidentiality. The release of all or portions of  reports  may  be
deferred to protect the confidentiality of ongoing investigations.
  (v) The inspector general shall have the power to:
  (1) administer oaths or affirmations and examine witnesses under oath;
  (2)  require the production of any books and papers deemed relevant or
material to any investigation, examination, or review;
  (3) notwithstanding any law to  the  contrary,  examine  and  copy  or
remove documents or records of any kind prepared, maintained, or held by
the commission and its subsidiaries;
  (4) interview any officer or employee of the commission or its subsid-
iaries  on  any  matter  related  to  the performance of such officer or
employee's official duties. To the extent that the terms and  conditions
of  employment  of  any  employee  are established by collective negoti-
ations, any interview conducted pursuant to this paragraph  must  be  in
accordance  with  any  applicable  provisions  of  the  current, or most
recent, if expired, collective negotiations agreement covering the terms
and conditions of employment of the employee;
  (5) monitor the implementation by the commission  of  any  recommenda-
tions made by the inspector general; and
  (6)  perform  any other functions that are necessary or appropriate to
fulfill the duties and responsibilities of office.
  (k) Open meetings. (i) All meetings of the commission shall be open to
the public and members of the news media, individually and collectively,
for the purpose of observing the full  details  of  all  phases  of  the
deliberation,  policy-making,  and  decision-making of the board, except
for an executive session initiated upon a majority vote taken in an open
meeting pursuant to a motion. Such motion  shall  identify  the  general
nature of the subjects to be considered in the closed, executive session
and, if it is not to take place immediately, state, as closely as possi-
ble  the  time  and  circumstances for such session and when the matters
discussed or acted upon may be disclosed. The board of commissioners may
exclude the public only from that portion of  a  meeting  at  which  the
board of commissioners discusses any:
  (1) matter in which the release of information would impair a right to
receive funds from the government of the United States;
  (2)  material  the disclosure of which would constitute an unwarranted
invasion of individual or personal privacy;
  (3) collective bargaining agreement, or the terms and conditions which
are proposed for  inclusion  in  any  collective  bargaining  agreement,
including  the  negotiation  of  the  terms  and conditions thereof with
employees or representatives of employees of the commission;
  (4) matter involving the purchase, lease, or acquisition of real prop-
erty with commission funds, the proposed acquisition of securities,  the
sale or exchange of securities held by the commission, or the investment
of  commission funds, if public discussion of the matter would adversely
affect the public interest;
  (5) matter which would imperil the public safety if disclosed;
  (6) pending or anticipated litigation or contract negotiation in which
the commission is, or may become, a party, or matters falling within the
attorney-client  privilege,  to  the  extent  that  confidentiality   is

A. 8126                            11

required for the attorney to exercise the attorney's ethical duties as a
lawyer;
  (7)  contract  negotiations  disclosure  of  which  would  imperil the
commission's position or an outcome in the best interest of the  commis-
sion, its mission, and the public;
  (8)  matter  involving  the  employment,  appointment,  termination of
employment, terms  and  conditions  of  employment,  evaluation  of  the
performance  of,  promotion  or disciplining of any specific prospective
officer or employee or current officer or employee employed or appointed
by the commission, unless all the  individual  employees  or  appointees
whose  rights  could  be  adversely affected request in writing that the
matter or matters be discussed at a public meeting; or
  (9) deliberation of the commission occurring after  a  public  hearing
that  may  result in the imposition of a specific civil penalty upon the
responding party or the suspension  or  loss  of  a  license  or  permit
belonging  to the responding party as a result of an act or omission for
which the responding party bears responsibility.
  (ii) The commission shall make meeting agendas available to the public
at least seventy-two hours before each meeting of  the  board  and  each
meeting  of  each  committee. In addition, the commission shall send via
electronic mail the agenda and public documents pertaining to a board or
committee meeting to the  public  information  office  of  each  state's
legislature at least seventy-two hours before the meeting. 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,  and  shall be conspicuously posted via the commission's official
website at least five business days before the meeting.
  (iii) The commission shall make available to the public  documents  in
the  following  manner:  the agenda and public documents pertaining to a
board or committee meeting shall be available for public  inspection  at
least seventy-two hours before each meeting or as soon as practicable at
an  office  of  the  commission;  and  the  agenda  and public documents
pertaining to a board or  committee  meeting  shall  be  posted  on  the
commission's website.
  (iv) At each public meeting of the board and at each public meeting of
each  committee, the public shall be allotted at least thirty minutes to
speak on any topic on the agenda. The board or  committee  shall  expand
the  comment time when necessary to provide a reasonable opportunity for
the public to comment. The public speaking period shall take place prior
to any board or committee action.
  (v) The commission shall keep reasonably comprehensible minutes of all
its meetings showing the  time  and  place,  the  members  present,  the
subjects considered, the actions taken, and the vote of each member. The
minutes  shall be available to the public within two weeks from the date
of the meeting to the extent that public disclosure shall not be  incon-
sistent  with paragraph (a) of this subdivision. The minutes shall indi-
cate for each item on the agenda the  vote  or  recusal  of  each  board
member  in attendance at an open meeting, or an executive session of the
board or a committee of the board. Each item  on  the  agenda  shall  be
voted on separately.
  (l)  Barrier  free  access.   The commission 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 people with disabili-
ties. If the board determines to use video conferencing or similar tech-
nology to conduct its meeting, it shall provide an opportunity  for  the
public to attend, listen, and observe such a meeting.

A. 8126                            12

  (m)  Meeting  notice.    (i) The board shall, within six months of the
effective date of this act,  adopt  appropriate  rules  and  regulations
concerning  proper  notice to the public and the news media of its meet-
ings and the right of the public and the news media  to  be  present  at
meetings  of  the  authority. The board may incorporate in its rules and
regulations conditions under which it may  exclude  the  public  from  a
meeting  or  a  portion thereof in accordance with paragraph (k) of this
subdivision.
  (ii) Any rules or regulations adopted hereunder shall become a part of
the minutes of the gateway development commission and shall  be  subject
to  the  approval  of the governor of New Jersey and the governor of New
York.
  (n) Freedom of information. Notwithstanding any law to  the  contrary,
the commission shall be deemed an "agency" and treated as such under the
laws  of  New  York,  for  all  purposes under articles 6 and 6-A of the
public officers law, and shall be deemed a "public agency"  and  treated
as such under New Jersey, P.L.1963, c.73 (C.47:1A-1 et seq.), pertaining
to the disclosure of government records.
  (o)  Legislative hearings.   (i) The commission, at the request of the
assembly or senate of the New York  state  legislature  or  the  general
assembly  or  senate  of  the  New  Jersey  state  legislature, shall be
required to appear before a committee of the requesting  state  legisla-
tive house, upon request by the presiding officer of that state legisla-
tive  house,  to  present testimony on any topic or subject requested by
the committee or to respond to questions by members  of  the  committee.
The  assembly  of  the New York state legislature, the senate of the New
York state legislature, the general assembly of  the  New  Jersey  state
legislature,  and  the  senate of the New Jersey state legislature shall
each be entitled to two such requests per calendar year.
  (ii) Unless otherwise agreed to by the presiding officer of the  state
legislative  house  requesting  the  appearance  of  the commission, the
commission shall, at a minimum, be represented by  the  chair  or  vice-
chair  of  the board, chief executive officer, the chief financial offi-
cer, and any staff deemed necessary by the chair or  vice-chair  of  the
board,  chief executive officer, or the chief financial officer to pres-
ent testimony or respond to questions at any appearance required  pursu-
ant to this section. The presiding officer may request the appearance of
any officer or employee of the commission. For purposes of this section,
as  applicable  to  New  York  state  "presiding officer" shall mean the
speaker of the assembly of the New York state legislature  or  temporary
president  of the senate of the New York state legislature. For purposes
of this section, as applicable to the state  of  New  Jersey  "presiding
officer"  shall  mean  the president of the senate or the speaker of the
general assembly of the state of New Jersey.
  6. Duties of the commission. The duties of the commission shall be  to
use  its efforts to accomplish, at such times as it is appropriate to do
so, the following actions, provided that the commission shall not be  in
dereliction of its duties so long as it acts in good faith to accomplish
such actions:
  (a)  make  appropriate  application  for,  and  act as a coordinating,
distributing, or recipient agency for, federal, state, or private  fund-
ing  and authorizations necessary or appropriate to facilitate the Gate-
way Program;
  (b) serve as the lead agency responsible for cooperating with federal,
state, local and bi-state agencies, authorities or  departments,  Amtrak
and  private parties to facilitate the Gateway Program, including enter-

A. 8126                            13

ing into agreements specifying a party's  rights  and  obligations  with
respect  to  the Gateway Program, to create a Gateway Program capable of
achieving long-term stability and full funding, without  obligating  the
full  faith  and  credit of the federal government, either state, or any
local government thereof  or  any  other  party,  except  as  explicitly
authorized by any party empowered by law to do so;
  (c) adopt bylaws to govern the conduct of its affairs, adopt rules and
regulations,  and make appropriate orders to carry out and discharge its
powers, duties and functions;
  (d) expend such  funds,  made  available  to  the  commission  as  are
required  to  effectuate the purposes set forth in this subdivision and,
until expenditure is required, to hold and prudently invest funds;
  (e) recommend appropriate federal, state and local  government  legis-
lation  and  agency  administrative  action  pertaining  to  the Gateway
Program;
  (f) Within eighteen months of the date it organizes and not less  than
annually  thereafter,  prepare  a report with details on the progress on
its activities and information on the financial  and  construction  plan
for  the  following  two  fiscal years, and submit it, together with any
recommendations for state or  local  government  legislation  or  agency
administrative  action  to  the governor of the state of New Jersey, the
president of the senate of the state of New Jersey, the speaker  of  the
general  assembly  of the state of New Jersey, the governor of the state
of New York, the temporary president of the senate of the state  of  New
York,  and  the  speaker  of the assembly of the state of New York. When
appropriate,  the  recommendations  provided  by  the  commission  shall
include  recommendations  for  additional  powers  to  be granted to the
commission that may be necessary for the commission  to  facilitate  the
Gateway  Program.  The  financial and construction plan presented by the
commission shall be considered approved unless disapproved by either  or
both legislatures within ninety days of receipt of the report; and
  (g)  take  such  other  action  as  may be necessary or appropriate to
further the purposes of this act.
  7. Powers of the commission. The commission shall have  the  power  to
undertake the following:
  (a)  facilitate  the  Gateway  Program, including, but not limited to,
through contracts and agreements and  other  documents  and  instruments
which  the  commission  is  otherwise  authorized  to  make, enter into,
execute and deliver; provided, however, that  the  facilitation  of  the
project  within  New York state shall be subject to article 8 of the New
York state labor law, as well as be subject to sections  200,  240,  241
and  242  of  the New York state labor law and enforcement of prevailing
wage requirements pursuant to applicable law;  provided,  however,  that
for  the  purposes  of  article 15-A of the New York state executive law
only, the commission shall be deemed a state agency as that term is used
in such article and its contracts and agreements and other documents and
instruments which the commission is otherwise authorized to make,  enter
into,  execute and deliver for the Gateway Program shall be deemed state
contracts within the meaning set forth in such article; provided, howev-
er, the commission shall not have the authority to operate  or  directly
engage  in  transportation  services  such  that the commission would be
subject to the jurisdiction of the federal surface transportation board;
  (b) sue and be sued in its own name in federal  and  state  courts  in
Mercer county, New Jersey and New York county, New York, it being under-
stood  that  the commissioners shall have no obligation or liability for
the acts or omissions of the commission;

A. 8126                            14

  (c) accept, receive, disburse, encumber and expend funds from whatever
source  derived,  including,  without  limitation,  federal  assistance,
grants  and  loans;  state  and  local government assistance, grants and
loans; single state or bi-state agency  assistance,  grants  and  loans;
private  sources,  grants and loans; revenues received from the disposi-
tion of property; and Amtrak grants and loans, in each case  as  may  be
necessary  to  accomplish  any  lawful  purpose  which the commissioners
determine will facilitate the  Gateway  Program  and  achieve  long-term
stability and full funding;
  (d)  acquire,  including,  without  limitation,  by gift, purchase, or
exchange or by condemnation in accordance as may  be  provided  by  this
act, state in which the condemnation shall take place, subdivide, lease,
license,  take  and  hold  property  of  every description and solely in
furtherance of the purposes of the commission, to manage  such  property
and  develop  any undeveloped property owned, leased or controlled by it
in a manner necessary or appropriate to facilitate the Gateway Program;
  (e) make, procure, enter into,  execute,  and  deliver  contracts  and
agreements  and  other  documents and instruments as may be necessary or
appropriate to carry out any power or duty of the commission under  this
act and to otherwise accomplish any lawful purpose which the commission-
ers  determine  will  facilitate the Gateway Program, including, without
limitation, with the federal government, the state of  New  Jersey,  any
local  government  thereof,  the state of New York, any local government
thereof, any agency, instrumentality, department, commission, or author-
ity of any one or more of the foregoing, any  bi-state  agency,  Amtrak,
any  individual or private firm, entity, or corporation, or with any one
or more of them;
  (f) make applications for and accept funding, permits, authorizations,
and approvals as may be  necessary  or  appropriate  to  accomplish  any
lawful  purpose  which  the  commissioners determine will facilitate the
Gateway Program, including, without limitation, with the federal govern-
ment, the state of New Jersey, any local government thereof,  the  state
of New York, any local government thereof, or any agency, instrumentali-
ty, department, commission, or authority of any one or more of the fore-
going,  any  bi-state  agency,  Amtrak,  any individual or private firm,
entity, or corporation, or with any one or more of them;
  (g) enter into agreements with a private entity or entities to facili-
tate the Gateway Program;
  (h) adopt its own public procurement rules  and  guidelines  that  the
commission  deems  necessary  or  appropriate  to facilitate the Gateway
Program through any combination of means and methods otherwise available
to the commission under this act, regardless of whether such combination
is generally available to the states of New Jersey  and  New  York,  any
local  government  thereof,  any  agency,  instrumentality,  department,
commission or authority of any one or more  of  the  foregoing,  or  any
bi-state  agency,  and engage and contract with third parties in accord-
ance with such procurement rules and guidelines;
  (i) coordinate with entities from each state or both states  to  issue
and guarantee bonds, notes or other evidence of indebtedness, enter into
loan  agreements  and  otherwise  borrow funds, or incur indebtedness or
other future payment obligations for any corporate purpose, including to
effectuate full funding, and to assign, pledge, mortgage, secure, encum-
ber and use its funds, assets, property and revenues for repayment ther-
eof, to be payable out of the funds, assets, properties and revenues  of
the commission without recourse to taxation, provided that the borrowing
activity  has  previously  been  included as part of the report required

A. 8126                            15

pursuant to this act and was not disapproved by either or both  legisla-
tures or otherwise precluded by conditions placed upon funds provided by
another agency or entity, and further provided that the commission shall
have no power to pledge the full faith and credit of the federal govern-
ment,  the  state  of  New  Jersey,  the state of New York, or any local
government thereof, or of Amtrak or the Port Authority of New  York  and
New  Jersey  in  connection  with  the Gateway Program, or to impose any
obligation for payment of the bonds upon  the  federal  government,  the
state  of  New  Jersey,  the  state of New York, or any local government
thereof, or of Amtrak or the Port Authority of New York and New  Jersey,
in each case except as set forth in a binding agreement, or to otherwise
commit  any  party  to  incur any liability in excess of its contractual
obligations in connection with the Gateway Program, and provided further
that neither the commissioners nor any person executing any bonds issued
or guaranteed by the Commission shall be liable personally on such bonds
or be subject to any personal liability or accountability by  reason  of
the issuance thereof;
  (j)  acquire  and  hold  securities  for  investment  purposes  or  in
connection with the facilitation of the Gateway Program;
  (k) appoint such officers and employees as the commission may  require
for the performance of its duties and fix and determine their qualifica-
tions,  duties, and compensation, subject to the provisions of the civil
service law, the rules of the civil service commission of the city,  the
New  York  state  collective  bargaining  law  and applicable collective
bargaining agreements with regard to those officers, and  employees  who
are  residents of and work in New York state including engineers, attor-
neys, consultants, financial advisors and such other persons or entities
as the business of the commission  may  require.  The  commission  shall
participate in the New York city employees' retirement system;
  (l)  obtain  insurance  as  the  commission  may deem advisable and to
create a captive insurer to self-insure risk as  deemed  appropriate  by
the commission;
  (m)  cooperate  with  the federal government, the state of New Jersey,
any local government thereof, the state of New York, any  local  govern-
ment  thereof,  any  agency,  instrumentality, department, commission or
authority of any one or more of  the  foregoing,  any  bi-state  agency,
Amtrak,  any  individual or private firm, entity or corporation, or with
any one or more of them, in connection with the Gateway Program, and  to
enter  into  an  agreement  or  agreements,  notwithstanding  any  other
provision of law of the states, general, special, charter or local, with
the federal government, the state of New Jersey,  any  local  government
thereof,  the state of New York, any local government thereof, any agen-
cy, instrumentality, department, commission or authority of any  one  or
more  of  the  foregoing, any bi-state agency, Amtrak, any individual or
private firm, entity or corporation, or with any one or more of the same
for or relating to the Gateway Program;
  (n) indemnify individuals and  entities  to  the  extent  required  to
facilitate the Gateway Program;
  (o)  establish  or  acquire subsidiaries as required to facilitate the
Gateway Program;
  (p) utilize the existing labor force in the states  and  foster  labor
harmony in allowing for adoption of efficient labor work rules and prac-
tices during construction of the Gateway Program; and
  (q)  exercise  all  other powers as may be necessary or appropriate in
furtherance of, and consistent with, the purposes of this  act  provided
that  this  subdivision shall not be construed to delegate any sovereign

A. 8126                            16

power of either state unless that power has been expressly delegated  to
the commission pursuant to this act.
  8.  Commission  annual  financial  reporting. (a) The commission shall
publish a comprehensive annual financial report, submitted  annually  to
the governors and state legislatures of New York and New Jersey and made
available  on  the commission's website within 120 days after the end of
its fiscal year. The annual report shall include the commission's finan-
cial statements, statistical and other regional data, and a narrative of
the commission's activities during the year of the  report.  The  annual
report shall include:
  (i) an introductory section including:
  (1)  a  letter  of  transmittal  to  the governors of New York and New
Jersey;
  (2) information regarding the board of commissioners, commission offi-
cers and executive management;
  (3) a letter to the board of commissioners from  the  chief  executive
officer of the commission highlighting important developments;
  (4) a description of major commission activities undertaken during the
prior year; and
  (5)  a  letter  to the board of commissioners from the chief financial
officer of the commission with respect  to  the  consolidated  financial
statements of the commission.
  (ii) a financial section including:
  (1) an independent auditor's report;
  (2) management's discussion and analysis;
  (3) financial statements;
  (4) its financial reports certified by the chair and vice-chair of the
board,  chief  executive  officer,  and  chief  financial officer of the
commission, including (A) audited financials in accordance with general-
ly accepted accounting principles, known as  GAAP,  and  the  accounting
standards  issued  by the governmental accounting standards board, known
as GASB, (B) grant and subsidy programs, (C) current ratings, if any, of
its bonds issued by recognized bond rating agencies and notice of chang-
es in such ratings, and (D) long-term liabilities, including leases  and
employee benefit plans;
  (5)  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  including  all  refinancings,  calls,  refundings,
defeasements, and interest rate exchange or other such agreements; and
  (6) 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  meas-
urement of financial and operating performance.
  (iii)  a  statistical  section  presenting  additional  information as
context for further understanding of the information  in  the  financial
statements,  note  disclosures  and  schedules,  including (1) financial
trends; (2) debt capacity; (3) operating and service data; (4)  informa-
tion  on  commission  operating  results;  (5) information on commission
capital program components; (6) information on commission facility traf-
fic; and (7) selected statistical, demographic and economic data on  the
New York-New Jersey metropolitan region.
  (iv) a corporate information section providing:
  (1) a list of all real property of the commission;

A. 8126                            17

  (2) a list and full description of real property and personal property
that  has  a  sale  price of over $10,000 disposed of during the period,
including the price received by the  commission  and  the  name  of  the
purchaser for all property sold by the commission during the period;
  (3) a compensation schedule that shall include, by position, title and
name  of  the person holding such position or title, the salary, compen-
sation, allowance and/or benefits provided to any officer, director,  or
employee  in a decision making or managerial position of such commission
whose base salary is in excess of $150,000;
  (4) biographical  information,  not  including  confidential  personal
information, for all directors and officers and employees for whom sala-
ry reporting is required;
  (5) a description of the commission and its board structure, including
(A)  names of committees and committee members, (B) lists of board meet-
ings and attendance, (C)  descriptions  of  major  authority  units  and
subsidiaries, and (D) number of employees;
  (6) its mission statement, charter, if any, and by laws; and
  (7)  a  description  of  any  material pending litigation in which the
commission is involved as a party during the reporting year.
  9. Commission audits and  financial  statements.  (a)  The  commission
shall  prepare  financial  statements  on an annual basis, in accordance
with generally accepted accounting principles, known as  GAAP,  and  the
accounting  standards  issued  by  the governmental accounting standards
board, known as GASB.
  (b) The audit committee of the board of commissioners of  the  commis-
sion  shall arrange for an independent firm of certified public account-
ants to perform an audit of the financial statements of  the  commission
each  year,  in accordance with generally accepted accounting principles
and standards referenced in paragraph  (a)  of  this  subdivision.  Each
independent firm of certified public accountants that performs any audit
required by this section shall timely report to the board of the commis-
sion:
  (i) all critical accounting policies and practices to be used; and
  (ii)  other material written communications, that is not privileged or
confidential, between the independent firm of certified public  account-
ants  and  the  management  of  the commission, including the management
letter along with management's response or plan  of  corrective  action,
material corrections identified, or schedule of unadjusted differences.
  (c)  Every  financial  statement prepared pursuant to this subdivision
shall be approved by the board of commissioners. As a condition  to  the
issuance of the annual financial statements of the commission, the chief
executive  officer  and  the  chief  financial officer of the commission
shall be required to make a written certification to that  effect  that,
to  the  best  of  their  knowledge  and belief, the financial and other
information in the consolidated financial statements is accurate in  all
material  respects and has been reported in a manner designed to present
fairly the commission's net assets, changes  in  net  assets,  and  cash
flows,  in  accordance with generally accepted accounting principles and
standards referenced in paragraph (a) of this subdivision; and, that  on
the  basis  that the cost of internal controls should not outweigh their
benefits, the commission has established a  comprehensive  framework  of
internal controls to protect its assets from loss, theft, or misuse, and
to  provide  reasonable assurance regarding the reliability of financial
reporting and the preparation of the consolidated  financial  statements
in  accordance  with generally accepted accounting principles and stand-
ards referenced in paragraph (a) of this subdivision.

A. 8126                            18

  (d) Notwithstanding any other provision of law to  the  contrary,  the
commission  shall  not  contract  with  an independent firm of certified
public accountants for 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 the two previous fiscal years of such commission.
  (e) The commission shall not contract with  the  independent  firm  of
certified  public  accountants performing the commission's audit for any
non-audit services to such commission contemporaneously with the  audit,
unless  receiving  previous  written  approval  by  the  audit committee
including:
  (i) bookkeeping or other services related to the accounting records or
financial statements of such commission;
  (ii) financial information systems design and implementation;
  (iii) appraisal or valuation services, fairness opinions, or contribu-
tion-in-kind reports;
  (iv) actuarial services;
  (v) internal audit outsourcing services;
  (vi) management functions or human services;
  (vii) broker or dealer,  investment  advisor,  or  investment  banking
services; and
  (viii) legal services and expert services unrelated to the audit.
  (f)  The  commission  shall  not  contract with an independent firm of
certified public accountants for any audit service if the  chief  execu-
tive  officer,  comptroller,  chief financial officer, treasurer, or any
other person serving in an equivalent position for the  commission,  was
employed  by  that  independent firm of certified public accountants 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.
  (g) The commission shall make accessible to the public via its website
an  executive summary of its most recent independent audit report unless
such information is exempt from disclosure pursuant  to  either  state's
freedom of information laws.
  10.  Contracts  of  the  commission.  (a) Definitions. As used in this
subdivision, the following  terms  shall  have  the  following  meanings
unless otherwise specified:
  (i)  "Construction  item"  means  any  such  item  or material used in
construction and which is procured directly by the commission or  office
or  any  such  item  or  material commonly used in construction which is
procured by a person, other than a municipality, under contract with the
commission or office.
  (ii) "Office" means the New York office of general services.
  (iii) "Practicable" means capable of being used without violating  the
following criteria:  performance, availability at a reasonable period of
time and maintenance of a satisfactory level of completion.
  (iv)  "Product"  means any material, supply, equipment or construction
item or other item whether  real  or  personal  property  which  is  the
subject  of any purchase, barter, or other exchange made to procure such
product.
  (v) "Secondary materials" means any material recovered from or  other-
wise  destined for the waste stream, including but not limited to, post-
consumer material, industrial scrap material, and overstock or  obsolete
inventories  from  distributors,  wholesalers  and  other  companies  as
defined in rules and regulations promulgated by the New York commission-
er of general services but such term does not  include  those  materials

A. 8126                            19

and  byproducts  generated  from, and commonly reused within an original
manufacturing process.
  (vi)  "Specification"  means  any description of the physical or func-
tional characteristics, or of the nature of a material,  supply,  equip-
ment or construction item.  It may include a description of any require-
ment  for inspecting, testing or preparing a material, supply, equipment
or construction item for delivery.
  (b) Specifications. The commission shall  create  and  update  product
specifications to ensure that:
  (i)  Specifications  do  not  exclude the use of products manufactured
from secondary materials or require that products be  manufactured  from
virgin  materials only, provided however, the specifications may include
such an exclusion if the commission demonstrates that for  a  particular
end  use  a product containing secondary materials would not meet neces-
sary performance standards.
  (ii) Performance standards, specifications and  a  product's  intended
end use are related, and clearly identified when feasible.
  (iii) Specifications are not overly stringent for a particular end use
or performance standard.
  (iv)  Specifications incorporate or require the use of secondary mate-
rials  to  the  maximum  extent  practicable  without  jeopardizing  the
performance  or intended end use of the product; provided however, where
the commission demonstrates that for a  particular  end  use  a  product
containing  secondary  materials  would  not  meet necessary performance
standards, such specifications need not incorporate or require  the  use
of secondary materials.
  (c)  Ground  for  cancellation of contract by the commission. A clause
shall be inserted in all specifications or contracts hereafter  made  or
awarded  by  the  commission,  for  work  or services performed or to be
performed or goods sold or to be sold, to provide that upon the  refusal
by  a  person,  when called before a grand jury, head of a state depart-
ment, temporary state commission or other agency of  the  state  of  New
York  or  the state of New Jersey, the organized crime task force in the
department of law of the state of New York, head of a  city  department,
or  other  city  agency,  which is empowered to compel the attendance of
witnesses and examine them under oath, to testify  in  an  investigation
concerning  any  transaction  or contract had with the applicable state,
any political subdivision thereof, a public authority or with any public
department, agency or official of the state of New York or the state  of
New  Jersey  or  of  any  political  subdivision  thereof or of a public
authority, to sign a waiver  of  immunity  against  subsequent  criminal
prosecution  or  to  answer any relevant question concerning such trans-
action or contract, such person, and any  firm,  partnership  or  corpo-
ration  of  which  he  or  she is a member, partner, director or officer
shall be disqualified from thereafter selling to or submitting  bids  to
or receiving awards from or entering into any contracts with the commis-
sion  or  official thereof, for goods, work or services, for a period of
five years after such refusal.
  (d) Disqualification to contract with  public  authority.  Any  person
who, when called before a grand jury, head of a state department, tempo-
rary  state commission or other state agency of the state of New York or
the state of New Jersey, the organized crime task force in  the  depart-
ment  of  law  of  the  state of New York, head of a city department, or
other city agency, which  is  empowered  to  compel  the  attendance  of
witnesses  and  examine  them under oath, to testify in an investigation
concerning any transaction or contract had with  the  applicable  state,

A. 8126                            20

any  political  subdivision thereof, a public authority or with a public
department, agency or official of the state or of any political subdivi-
sion thereof or of a public authority, refuses to sign a waiver of immu-
nity  against  subsequent criminal prosecution or to answer any relevant
questions concerning such transaction or contract, and any  firm,  part-
nership  or corporation, of which he or she is a member, partner, direc-
tor or officer shall be  disqualified  from  thereafter  selling  to  or
submitting  bids  to  or  receiving  awards  from  or  entering into any
contracts with the commission or any official  of  the  commission,  for
goods,  work  or services, for a period of five years after such refusal
or until a disqualification shall be removed pursuant to the  provisions
of paragraph (e) of this subdivision.
  It  shall  be  the  duty  of  the officer conducting the investigation
before the grand jury, the head of a state department, the  chairman  of
the temporary state commission or other state agency of the state of New
York  or  the state of New Jersey, the organized crime task force in the
department of law of the state of New York, the head of a  city  depart-
ment or other city agency before which the refusal occurs to send notice
of  such  refusal,  together  with the names of any firm, partnership or
corporation of which the person so refusing is known  to  be  a  member,
partner,  officer  or director, to the commissioner of transportation of
the state of New York or the state of New Jersey, or the commissioner of
general services as the case may be, and  the  appropriate  departments,
agencies  and  officials of the applicable state, political subdivisions
thereof or public authorities with whom the persons so refusing and  any
firm,  partnership  or corporation of which he or she is a member, part-
ner, director or officer, is known to have a contract.    However,  when
such  refusal  occurs  before  a body other than a grand jury, notice of
refusal shall not be sent for a period of ten days  after  such  refusal
occurs.  Prior  to  the  expiration  of this ten day period, any person,
firm, partnership or corporation which has become liable to the  cancel-
lation  or  termination of a contract or disqualification to contract on
account of such refusal may commence a special proceeding at  a  special
term  of  the supreme court of New York or superior court of New Jersey,
held within the judicial district in which the refusal occurred, for  an
order determining whether the questions in response to which the refusal
occurred  were  relevant and material to the inquiry. Upon the commence-
ment of such proceeding, the sending of such notice of refusal to answer
shall be subject to order of the  court  in  which  the  proceeding  was
brought  in  a manner and on such terms as the court may deem just. If a
proceeding is not brought within ten days, notice of refusal shall ther-
eupon be sent as provided herein.
  (e) Removal of disqualification of  public  contractors  by  petition.
(i) Any firm, partnership or corporation which has become subject to the
cancellation  or  termination  of  a  contract  or  disqualification  to
contract on account of the refusal of a  member,  partner,  director  or
officer thereof to waive immunity when called to testify, as provided in
paragraph  (d)  of  this  subdivision, may, upon ten days' notice to the
attorney general of the state in which the refusal occurred and  to  the
officer  who  conducted the investigation before the grand jury or other
body in which the refusal occurred, commence a special proceeding  at  a
special  term  of the supreme court of New York or superior court of New
Jersey held within the judicial district in which the  refusal  occurred
for  a  judgment  discontinuing the disqualification.   Such application
shall be in the form of a petition setting forth grounds, including that
the cooperation by petitioner with the grand jury or other body  at  the

A. 8126                            21

time  of  the refusal was such, and the amount and degree of control and
financial interest, if any, in  the  petitioning  firm,  partnership  or
corporation  by  the member, partner, officer or director who refused to
waive  immunity  is  such  that it will not be in the public interest to
cancel or terminate petitioner's contracts or to continue the  disquali-
fication, as provided in paragraph (d) of this subdivision.
  A  copy  of  the petition and accompanying papers shall be served with
the notices to be given pursuant to this subdivision.
  (ii) Upon the filing of such petition the court may stay as  to  peti-
tioner, pending a decision upon the petition, the cancellation or termi-
nation  of  any contracts resulting from such refusal upon such terms as
to notice or otherwise as may be just.
  (iii) At least two days prior to  the  return  day,  the  officer  who
conducted  the investigation before the grand jury or other body and the
attorney general may file answers to the petition or apply for  judgment
dismissing  the petition as a matter of law. On or before the return day
the petitioner may file a reply to the answer.
  (iv) Upon the return day the court may, upon the petition  and  answer
and  other  papers  filed,  forthwith  render  such judgment as the case
requires, or if a triable issue of fact is duly raised, it shall  forth-
with be tried before a court sitting without a jury or before a referee.
The  provisions  of  statute  or  rule governing references in an action
shall apply to a reference under this subdivision.
  (v) The court shall render judgment dismissing  the  petition  on  the
merits  or  discontinuing  the disqualification upon the ground that the
public interest would be served by its discontinuance, and granting such
other relief as to the cancellation or termination of contracts  as  may
be appropriate, but without costs to petitioner.
  (f) Statement of non-collusion in bids or proposals to the commission.
(i)  Every  bid  or  proposal hereafter made to the commission or to any
official of the commission, where competitive  bidding  is  required  by
statute,  rule,  regulation or local law, for work or services performed
or to be performed or goods sold  or  to  be  sold,  shall  contain  the
following statement subscribed by the bidder and affirmed by such bidder
as true under the penalties of perjury:
  "(1) By submission of this bid, each bidder and each person signing on
behalf  of  any  bidder  certifies,  and in the case of a joint bid each
party thereto certifies as to its own  organization,  under  penalty  of
perjury, that to the best of his knowledge and belief:
  (A)  The prices in this bid have been arrived at independently without
collusion, consultation, communication, or agreement, for the purpose of
restricting competition, as to any matter relating to such  prices  with
any other bidder or with any competitor;
  (B) Unless otherwise required by law, the prices which have been quot-
ed  in this bid have not been knowingly disclosed by the bidder and will
not knowingly be disclosed by the bidder prior to opening,  directly  or
indirectly, to any other bidder or to any competitor; and
  (C)  No  attempt has been made or will be made by the bidder to induce
any other person, partnership or corporation to submit or not to  submit
a bid for the purpose of restricting competition."
  (2)  A  bid  shall  not be considered for award nor shall any award be
made where the provisions of clause one of this  subparagraph  have  not
been  complied  with;  provided  however, that if in any case the bidder
cannot make the foregoing certification, the bidder shall so  state  and
shall furnish with the bid a signed statement which sets forth in detail
the reasons therefor. Where the provisions of clause one of this subpar-

A. 8126                            22

agraph  have not been complied with, the bid shall not be considered for
award nor shall any award be made  unless  the  commission  or  official
thereof  determines that such disclosure was not made for the purpose of
restricting  competition. The fact that a bidder (A) has published price
lists, rates, or tariffs covering items being procured, (B) has informed
prospective customers of proposed  or  pending  publication  of  new  or
revised  price  lists  for such items, or (C) has sold the same items to
other customers at the same prices being bid, does not constitute, with-
out more, a disclosure.
  (ii) Any bid hereafter made to the commission by  a  corporate  bidder
for work or services performed or to be performed or goods sold or to be
sold,  where  competitive  bidding  is  required by statute, rule, regu-
lation, or local law, and where  such  bid  contains  the  certification
referred  to  in  subparagraph (i) of this paragraph, shall be deemed to
have been authorized by the board of directors of the bidder,  and  such
authorization  shall  be deemed to include the signing and submission of
the bid and the inclusion therein of the certificate as to non-collusion
as the act and deed of the corporation.
  (g) Procurement contracts.  (i) Definitions. For the purposes of  this
subdivision:
  (1) "Allowable indirect costs" means those costs incurred by a profes-
sional  firm that are generally associated with overhead which cannot be
specifically identified with  a  single  project  or  contract  and  are
considered  reasonable  and  allowable  under specific state contract or
allowability limits.
  (2) "Minority business  enterprise"  means  any  business  enterprise,
including  a sole proprietorship, partnership, or corporation: with more
than fifty percent of the ownership interest owned by one or more minor-
ity group members or, in the case of a  publicly-owned  business,  where
more  than  fifty  percent of the common stock or other voting interests
are owned by one or more minority group members; in which  the  minority
ownership  is  real,  substantial, and continuing; in which the minority
ownership has and exercises the authority to control  independently  the
day-to-day  business  decisions  of the enterprise; and authorized to do
business in the state of New York or the state of New Jersey,  independ-
ently owned and operated, and not dominant in its field.
  (3) "Minority group member" means a United States citizen or permanent
resident  alien  who  is  and  can  demonstrate membership in one of the
following groups: black persons having origins in any of the black Afri-
can racial groups not of Hispanic origin; Hispanic persons  of  Mexican,
Puerto  Rican,  Dominican,  Cuban,  Central  or South American of either
Indian or Hispanic origin, regardless of race; Asian and Pacific  Islan-
der  persons  having origins in any of the Far East, Southeast Asia, the
Indian subcontinent or the Pacific Islands; or Native  American  persons
having origins in any of the original peoples of North America.
  (4)  "Professional  firm" means any individual or sole proprietorship,
partnership, corporation, association, or other legal  entity  permitted
by  law  to  practice  the  professions of architecture, engineering, or
surveying.
  (5) "Women-owned business enterprise"  means  a  business  enterprise,
including  a  sole proprietorship, partnership or corporation: with more
than fifty percent of the ownership interest owned by one or more United
States citizens or permanent resident aliens who are women  or,  in  the
case  of a publicly-owned business, where more than fifty percent of the
common stock or other voting interests is owned by United  States  citi-
zens  or permanent resident aliens who are women; in which the ownership

A. 8126                            23

interest of women is real, substantial, and  continuing;  in  which  the
women ownership has and exercises the authority to control independently
the  day-to-day  business decisions of the enterprise; and authorized to
do  business  in the state of New York or the state of New Jersey, inde-
pendently owned and operated, and not dominant in its field.
  (ii) The commission shall adopt by resolution comprehensive guidelines
which detail the commission's operative policy and instructions  regard-
ing   the   use,  awarding,  monitoring  and  reporting  of  procurement
contracts.  Such guidelines shall be annually reviewed and  approved  by
the commission.
  (iii)  For  purposes  of this subdivision, procurement contracts shall
mean any written agreement for the acquisition of goods or  services  of
any  kind, in the actual or estimated amount of five thousand dollars or
more.
  (iv) The guidelines approved by the commission shall include, but  not
be limited to the following:
  (1) A description of the types of goods purchased, and for procurement
contracts  for  services, a description of those areas of responsibility
and oversight requiring the use of personal services and the reasons for
the use of personal services in such areas.
  (2) Requirements regarding the selection of contractors,  which  shall
include provisions:
  (A)  for the selection of such contractors on a competitive basis, and
provisions relating to the circumstances under which the  board  may  by
resolution  waive  competition,  including,  notwithstanding  any  other
provision of  law  requiring  competition,  the  purchase  of  goods  or
services  from small business concerns or those certified as minority or
women-owned business enterprises, or goods or technology that are  recy-
cled  or  remanufactured,  in an amount not to exceed $200,000 without a
formal competitive process;
  (B) describing when the award of procurement contracts  shall  require
approval  of the board by resolution, provided that any contract involv-
ing services to be rendered over a period in excess of  one  year  shall
require  the approval of the board by resolution and an annual review of
the contract by the board;
  (C) setting forth responsibilities of contractors;
  (D) the commission shall not refuse to negotiate with  a  professional
firm  solely  because  the  ratio  of  the "allowable indirect costs" to
direct labor costs of the professional firm or the hourly labor rate  in
any  labor category of the professional firm exceeds a limitation gener-
ally set by the commission in the determination of the reasonableness of
the estimated cost of services to be rendered by the professional  firm,
but  rather  the  commission  should also consider the reasonableness of
cost based on the total estimated cost of the  service  of  the  profes-
sional  firm  which  should  include, among other things, all the direct
labor costs of the professional firm for such services plus  all  allow-
able  indirect  costs,  other direct costs, and negotiated profit of the
professional firm.
  (3) An identification of those areas or types of contracts  for  which
minority  or  women-owned  business  enterprises  may  best bid so as to
promote and assist participation by such enterprises  and  facilitate  a
fair share of the awarding of contracts to such enterprises.
  (4)  Requirements  for  the designation of one or more senior staff of
the commission to  oversee  the  commission's  programs  established  to
promote  and  assist:  (A) participation by certified minority or women-
owned business enterprises in the commission's procurement opportunities

A. 8126                            24

and facilitation of the award of procurement contracts  to  such  enter-
prises;  (B) the utilization of certified minority and women-owned busi-
ness enterprises as subcontractors  and  suppliers  by  entities  having
procurement  contracts  with  the commission; and (C) the utilization of
partnerships, joint  ventures  or  other  similar  arrangements  between
certified  minority and women-owned business enterprises and other enti-
ties having procurement contracts with the commission. Such staff  shall
be  familiar  with  the procurement of the types of construction, finan-
cial, legal or professional services utilized by the commission,  report
directly  to the commission's executive director, and either directly or
through their designees participate in the procurement process.
  (5) Requirements for providing notice, in addition to any other notice
of procurement opportunities required by law, to professional and  other
organizations  that  serve minority and women-owned business enterprises
providing the types of services procured by the commission.
  (6) Procedures for maintaining lists of qualified  certified  minority
and  women-owned business enterprises, including professional firms that
have expressed an interest in doing business  with  the  commission  and
ensuring  that  such  lists  are updated regularly. The commission shall
also consult the lists of certified minority  and  women-owned  business
enterprises  maintained  by executive branch departments in the state of
New York and in the state of New Jersey.
  (7) The establishment of appropriate goals for participation by minor-
ity or women-owned business enterprises in procurement contracts awarded
by the commission and for the utilization of  minority  and  women-owned
enterprises  as subcontractors and suppliers by entities having procure-
ment contracts with the commission.  Numerical goals  for  participation
targets shall be established by the commission.
  (8)  Requirements to conduct procurements in a manner that will enable
the commission to achieve the maximum  feasible  portion  of  the  goals
established  pursuant  to this subparagraph and that eliminates barriers
to participation by minority and women-owned business enterprises in the
commission's procurements.  Such procurement requirements shall  include
the following:
  (A)  Measures and procedures to ensure that certified businesses shall
be given the opportunity  for  maximum  feasible  participation  in  the
performance  of  state contracts and to assist in the commission's iden-
tification of those state contracts for which certified  businesses  may
best  bid to actively and affirmatively promote and assist their partic-
ipation in the performance of state contracts so as  to  facilitate  the
commission's  achievement  of  the maximum feasible portion of the goals
for state contracts to such businesses;
  (B) Provisions designating the  New  York  division  of  minority  and
women-owned  business  development to certify and decertify minority and
women-owned business enterprises through a  single  process  that  meets
applicable state and federal requirements;
  (C)  A requirement that each contract solicitation document accompany-
ing each solicitation set forth the  expected  degree  of  minority  and
women-owned business enterprise participation based, in part, on:
  (I)  the  potential  subcontract  opportunities available in the prime
procurement contract; and
  (II) the availability of certified minority and  women-owned  business
enterprises to respond competitively to the potential subcontract oppor-
tunities;
  (D) A requirement that the commission provide a current list of certi-
fied minority business enterprises to each prospective contractor;

A. 8126                            25

  (E)  Provisions  relating  to joint ventures, under which a bidder may
count toward meeting  its  minority  business  enterprise  participation
goal,  the  minority  and women-owned business enterprise portion of the
joint venture;
  (F) Provisions under which the commission may waive obligations of the
contractor  relating  to  minority  and  women-owned business enterprise
participation after a showing of good faith efforts to comply  with  the
requirements of this subdivision;
  (G)  A requirement that the commission verify that minority and women-
owned business enterprises listed  in  a  successful  bid  are  actually
participating  to the extent listed in the project for which the bid was
submitted;
  (H) In the implementation of this section, the commission shall:
  (I) consider, where  practicable,  the  severability  of  construction
projects and other bundled contracts;
  (II)  implement  a program that will enable the commission to evaluate
each contract to determine the appropriateness of the goal  pursuant  of
this subparagraph;
  (III)  consider  compliance  with  the requirements of any federal law
concerning opportunities for minority and  women-owned  business  enter-
prises which effectuates the purpose of this section; and
  (IV)  consult any relevant disparity studies conducted pursuant to the
laws of New York or New Jersey.
  (9) A listing of the types of provisions to be contained  in  procure-
ment  contracts, including provisions concerning the nature and monitor-
ing of the work to be performed, the  use  of  commission  supplies  and
facilities, the use of commission personnel and any other provisions.
  (10)  Provisions  regarding procurement contracts which involve former
officers or employees of the commission.
  (11) Procedures regarding procurement contracts which are exempt  from
the  publication  requirements  of  article  4-C  of New York's economic
development law.
  (12) Policies to promote the participation by business enterprises and
residents of the state of New York  and  the  state  of  New  Jersey  in
procurement contracts, including, but not limited to:
  (A)  providing  for the commission to collect and to consult the spec-
ifications of New York state and  New  Jersey  business  enterprises  in
developing  specifications for any procurement contract for the purchase
of good, where possible, practicable, feasible and consistent with  open
bidding, except for procurement contracts for which the commission would
be  expending  funds  received  from  states  other than New York or New
Jersey. The commission shall, where feasible, make use of the stock item
specification forms prepared by the New  York  commissioner  of  general
services, and where necessary, consult with the New York commissioner of
the  office  of  general services, in developing such specifications and
make such determinations; and
  (B) with the cooperation of the New York department of economic devel-
opment and through cooperative efforts with contractors,  providing  for
the  notification  of New York state and New Jersey business enterprises
of opportunities to  participate  as  subcontractors  and  suppliers  on
procurement contracts let by the commission in an amount estimated to be
equal  to  or  greater than $1,000,000 and promulgating procedures which
will ensure compliance  by  contractors  with  such  notification.  Once
awarded  the  contract  such contractors shall document their efforts to
encourage the participation of New York state  or  New  Jersey  business
enterprises  as  suppliers  and  subcontractors on procurement contracts

A. 8126                            26

equal to or greater than $1,000,000. Documented efforts by a  successful
contractor shall consist of and be limited to showing that such contrac-
tor  has  (I)  solicited bids, in a timely and adequate manner, from New
York state or New Jersey business enterprises including certified minor-
ity  and  women-owned  businesses,  or (II) contacted the New York state
department of economic development to obtain listings of New York  state
business  enterprises,  or  (III)  placed notices for subcontractors and
suppliers in newspapers, journals and other trade publications  distrib-
uted  in  New  York  state or New Jersey, or (IV) participated in bidder
outreach conferences. If the contractor determines that New  York  state
or  New  Jersey business enterprises are not available to participate on
the contract  as  subcontractors  or  suppliers,  the  contractor  shall
provide  a  statement  indicating the method by which such determination
was made. If the contractor does not intend to use subcontractors on the
contract, the  contractor  shall  provide  a  statement  verifying  such
intent; and
  (C) except for procurement contracts for which the commission would be
expending  funds  received  from  another  state,  the  commission shall
include in all bid documents provided to potential bidders  a  statement
that  information  concerning the availability of New York state subcon-
tractors and suppliers is available from the New York  state  department
of  economic development, which shall include the directory of certified
minority and women-owned businesses, and it is the policy  of  New  York
state  to encourage the use of New York state subcontractors and suppli-
ers, and to promote the participation of minority and women-owned  busi-
nesses where possible, in the procurement of goods and services; and
  (D) with the cooperation of the community services division of the New
York  department  of labor and through cooperative efforts with contrac-
tors, providing for the notification of  New  York  state  residents  of
employment  opportunities  arising  in New York state out of procurement
contracts let by the commission in an amount estimated to be equal to or
greater than one million dollars; and promulgating procedures which will
ensure compliance by contractors with  such  notification  by  requiring
contractors  to  submit  post-award compliance reports documenting their
efforts to provide such notification through listing any such  positions
with the community services division, or providing for such notification
in  such  manner  as  is  consistent with existing collective bargaining
contracts or agreements; and
  (E) including in each set of documents soliciting bids on  procurement
contracts  to  let  by  the  commission  a statement notifying potential
bidders located in foreign countries that the commission may  assign  or
otherwise  transfer  offset credits created by such procurement contract
to third parties located in New York state; providing for the assignment
or other form of transfer of offset credits created by such  procurement
contracts,  directly or indirectly, to third parties located in New York
state, in accordance with the written directions of the New York commis-
sioner of economic development; and providing  for  the  corporation  to
otherwise  cooperate  with  the  department  of  economic development in
efforts to get foreign countries to recognize offset credits assigned or
transferred to third parties located in New York state created  by  such
procurement contracts; and
  (F)  promulgating  procedures  which  will  ensure compliance with the
federal equal employment opportunity  act  of  1972  (P.L.  92-261),  as
amended, by contractors of the corporation.
  (13)  For  the  purposes of this subdivision, (A) "New Jersey business
enterprise" means a business enterprise, including  a  sole  proprietor-

A. 8126                            27

ship,  partnership,  or  corporation,  which offers for sale or lease or
other form of exchange, goods which are sought  by  the  commission  and
which  are  substantially  manufactured,  produced  or  assembled in New
Jersey,  or  services  which  are sought by the commission and which are
substantially performed within New Jersey.
  (B) "New Jersey resident" means  a  natural  person  who  maintains  a
fixed,  permanent,  and  principal home located within New Jersey and to
which such person,  whenever  temporarily  located,  always  intends  to
return.
  (C)  "New York resident" means a natural person who maintains a fixed,
permanent and principal home located within New York state and to  which
such person, whenever temporarily located, always intends to return.
  (D)  "New York state business enterprise" means a business enterprise,
including a sole  proprietorship,  partnership,  or  corporation,  which
offers  for  sale  or  lease  or other form of exchange, goods which are
sought by the  commission  and  which  are  substantially  manufactured,
produced or assembled in New York state, or services which are sought by
the  commission  and  which  are substantially performed within New York
state.
  (v) The commission shall have the power from time  to  time  to  amend
such  procurement  contract guidelines in accordance with the provisions
of this subdivision.
  (vi) The commission, as part of the guidelines established pursuant to
this subdivision, shall establish policies regarding the preparation  of
publicly available reports on procurement contracts entered into by such
corporation. Such policies shall provide, at the minimum, for the prepa-
ration  of  a  report  no  less  frequently  than  annually, summarizing
procurement activity by the commission for the  period  of  the  report,
including  a  listing  of  all  procurement  contracts entered into, all
contracts entered into with New  York  state  and  New  Jersey  business
enterprises  and  the  subject  matter  and value thereof, all contracts
entered into with certified minority or women-owned business enterprises
and the subject matter and value thereof, all  referrals  made  and  all
penalties  imposed  pursuant  to  section  316 of the executive law, all
contracts entered  into  with  foreign  business  enterprises,  and  the
subject  matter  and value thereof, the selection process used to select
such contractors, all procurement contracts which were exempt  from  the
publication requirements pursuant to the laws of one or both states.
  (vii)  The  commission  shall annually prepare and approve a report on
procurement contracts which shall include the guidelines,  as  specified
in this subdivision, an explanation of the guidelines and any amendments
thereto  since  the  last  annual  report.  Such  report  on procurement
contracts may be a part of any other annual report that the  corporation
is required to make.
  (viii)  The commission shall annually submit its report on procurement
contracts to the governor of New York and the governor of New Jersey and
copies thereof to the New York  senate  finance  committee,  New  Jersey
senate budget committee, the New York assembly ways and means committee,
and  the  New  Jersey  general  assembly  appropriations  committee. The
commission shall make available to the public copies of  its  report  on
procurement contracts upon reasonable request therefor.
  (ix)  Nothing  contained in this subdivision shall be deemed to alter,
affect the validity of, modify the terms of or impair  any  contract  or
agreement  made  or  entered into in violation of, or without compliance
with, the provisions of this section.

A. 8126                            28

  (h) Comptroller approval of contracts. (i)  Except  as  set  forth  in
subparagraph (iii) of this paragraph, where the comptroller of the state
of  New  York  or  the comptroller of the state of New Jersey determines
pursuant to his or her  authority  to  supervise  the  accounts  of  the
commission,  that  contracts  or  categories  of  contracts in excess of
$1,000,000 (1) to be awarded by the commission to  a  single  source,  a
sole  source  or pursuant to any other method of procurement that is not
competitive, or (2) which are to be paid in whole or in part from monies
appropriated by  each  respective  state  to  the  commission  for  such
contractual expenditure, require supervision in the form of prior review
and  approval of such contracts, and the comptroller of the state of New
York or the comptroller of the state  of  New  Jersey  so  notifies  the
commission  of  such  determination, then any such contract entered into
subsequent to such notification shall be  submitted  to  the  respective
comptroller  of the state of New York or the comptroller of the state of
New Jersey for his or her approval and shall not be a valid  enforceable
contract  unless  it  shall  first  have been approved by the respective
comptroller of the state of New York or the comptroller of the state  of
New Jersey. Such notification shall identify the process for submission,
the  categories of contracts at issue and the time period for which such
submission is to take place. The comptroller of the state  of  New  York
and  the  comptroller  of  the state of New Jersey shall promulgate such
rules and regulations as may be  necessary  to  carry  out  his  or  her
responsibilities  under this paragraph, including but not limited to the
standards for determining which contracts will be subject to his or  her
review and for approving such contracts.
  (ii) Where the comptroller of the state of New York or the comptroller
of  the  state of New Jersey, pursuant to subparagraph (i) of this para-
graph, has notified the commission that  any  contract  or  category  of
contracts  shall be subject to his or her approval, the commission shall
include or cause to be  included  in  each  such  contract  a  provision
informing  the  other  party  that such contract is subject to the comp-
troller of the state of New York or the comptroller of the state of  New
Jersey's  approval pursuant to the respective comptroller's authority to
supervise the accounts of the commission.  If  the  comptroller  of  the
state  of New York or the comptroller of the state of New Jersey has not
approved or disapproved any contract subject  to  his  or  her  approval
within  ninety  days  of  submission to his or her office, such contract
shall become valid and enforceable without such approval.
  (iii) This paragraph shall not apply to: (1)  contracts  entered  into
for  the issuance of commercial paper or bonded indebtedness, other than
contracts with the state of New York or the state of New Jersey  provid-
ing  for  the  payment  of debt service subject to an appropriation; (2)
contracts of purchase  or  sale  of  energy,  electricity  or  ancillary
services  made  by  the  commission  on  a  recognized market for goods,
services, or commodities in question in accordance with  standard  terms
and  conditions of purchase or sale at a market price; (3) contracts for
the purchase, sale or delivery of  power  or  energy,  fuel,  costs  and
services  ancillary thereto, or financial products related thereto, with
a term of less than five years; and (4) contracts entered into  for  the
procurement  of  goods, services or both goods and services made to meet
emergencies arising from unforeseen causes or to effect repairs to crit-
ical infrastructure that are necessary to avoid a delay in the  delivery
of critical services that could compromise the public welfare.
  (iv)  The provisions of this paragraph shall not grant or diminish any
power or right to review contracts beyond or from that which  the  comp-

A. 8126                            29

troller  of the state of New York or the comptroller of the state of New
Jersey may have pursuant to his or her authority. If any  provisions  of
this  section  or  its application to any person or circumstance is held
invalid by a court of last resort, then this subdivision shall be deemed
to be invalid in its entirety.
  11.  Subsidiaries  of the commission. (a) The commission shall provide
notice to the governor of each state, the majority leader of each  house
of  the  legislature  of  each  state,  the  chair of the senate finance
committee of New York, the chair of the senate budget and appropriations
committee of New Jersey, the  chair  of  the  assembly  ways  and  means
committee of New York, and the chair of the assembly budget committee of
New  Jersey  that  it will be creating a subsidiary no less than 60 days
prior to the formation of the subsidiary.
  (b) The creation of a subsidiary corporation shall be approved by  the
board of commissioners.
  (c) Within 60 days of the effective date of this act, and on or before
the  first  day of January of each year annually thereafter, any subsid-
iary corporation, in cooperation with the commission, shall  provide  to
the  governor  and  legislature of each state a report on the subsidiary
corporation. The report shall include for each subsidiary:
  (i) The complete legal name, address, and contact information  of  the
subsidiary;
  (ii)  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;
  (iii) The complete bylaws and legal organization papers of the subsid-
iary;
  (iv) A complete  report  of  the  purpose,  operations,  mission,  and
projects of the subsidiary; and
  (v)  Any  other information the subsidiary corporation deems important
to include in the report.
  (d) Sixty days prior to the issuance of any  debt  by  the  subsidiary
corporation,  or the commission on behalf of the subsidiary corporation,
the commission shall in addition to any  other  requirements  concerning
the  issuance  of debt by the commission, provide notice to the governor
of each state, the majority leader of each house of the  legislature  of
each  state,  the chair of the senate finance committee of New York, the
chair of the senate budget and appropriations committee of  New  Jersey,
the  chair of the assembly ways and means committee of New York, and the
chair of the assembly budget committee of New Jersey.  For  purposes  of
this  section,  as  applicable to New York state "majority leader" shall
mean the speaker of the assembly of the New York  state  legislature  or
temporary president of the senate of the New York state legislature. For
purposes  of  this  section,  as  applicable  to the state of New Jersey
"majority leader" shall mean the president of the senate or the  speaker
of the general assembly of the state of New Jersey.
  12.  (a)  Disposition  of  property by the commission. (i) Any sale of
real property by the commission shall be undertaken and conducted pursu-
ant to the provisions of the existing laws governing the  sale  of  real
property  by  the commission in the state in which such real property is
located and by approval of the board of commissioners.
  (ii) No disposition of real property, or any interest in real  proper-
ty, shall be made unless an appraisal of the value of such real 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
real property, which because of its unique nature or the unique  circum-

A. 8126                            30

stances  of  the proposed transaction is not readily valued by reference
to an active market for similar real property, shall be made  without  a
similar appraisal.
  (iii)  Disposal  of  real property for less than fair market value. No
property owned, leased, or otherwise in the control  of  the  commission
may  be  sold,  leased,  or  otherwise  alienated for less than its fair
market value unless:
  (1) 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 real property will remain with the government or any other public
entity; or
  (2) the purpose of the transfer is within  the  purpose,  mission,  or
governing  statute of the commission and a written determination is made
by the board of commissioners that there is no reasonable alternative to
the proposed below-market transfer that would achieve the  same  purpose
of such transfer, prior to board approval of such a transfer.
  (iv)  The board of commissioners shall adopt, within six months of the
effective date of this act, appropriate rules and regulations concerning
disposition, acquisition, and transfer of real property or any  interest
in  real property by the commission which shall, at a minimum, include a
requirement that the following information  be  made  available  to  the
board  of commissioners at the meeting where approval of such a disposi-
tion, acquisition or transfer is scheduled:
  (1) a full description of the property;
  (2) a description of the purpose of the disposition,  acquisition,  or
transfer;
  (3)  a  statement of the value to be received from such a disposition,
acquisition, or transfer;
  (4) the names of any private parties participating in the disposition,
acquisition, or transfer; and
  (5) in the case of a property disposition for less  than  fair  market
value,  an  explanation  and  a  written  determination  by the board of
commissioners that there is no reasonable alternative  to  the  proposed
below-market  value that would achieve the same purpose of such disposi-
tion.
  (v) Not less than 10 days in advance of any meeting of  the  board  of
commissioners  of  the commission at which the board of commissioners is
to consider an action to authorize the sale of real  property  owned  by
the  commission,  the  chief  executive  officer of the commission shall
provide public notice of such proposed action along with relevant  mate-
rial  terms  and  provisions of such sale including, but not limited to,
the information made available pursuant to paragraph (b) of this  subdi-
vision, by posting on the port authority's website.
  (vi)  The  chief  executive  officer  may  authorize  or  arrange  for
contracts for the sale of personal property owned by the commission upon
such terms and conditions as the chief executive officer may deem proper
and execute the same on behalf of the commission where the value of such
personal property is not in excess  of  $1,000,000;  provided,  however,
that personal property valued at more than $250,000 shall not be sold by
authority  of  the  chief  executive  officer  other than to the highest
bidder after public advertisement.   Where the value  of  such  personal
property  is  in excess of $1,000,000, the sale of such property must be
authorized by the board of commissioners of  the  commission  upon  such
terms as the board of commissioners may deem proper.

A. 8126                            31

  (vii)  The  commission  may retain brokers or third-party vendors that
facilitate online auctions, or assist in disposing of surplus  real  and
personal property of the port authority.
  (b)  Capital  plan.  (i)  The commission shall adopt a 10-year capital
plan that is developed using a comprehensive planning process and  risk-
based  prioritization  that  considers  asset condition, operational and
revenue impact, threat assessment, customer service,  regional  benefit,
and  regulatory  or  statutory  requirements.  The capital plan shall be
dependent  upon  the  availability  of  sufficient  funding  and   other
resources  to pursue the capital projects proposed for the 10-year peri-
od. Performance progress and revisions to reflect changes  in  programs,
policies, and projects and the environment in which the commission oper-
ates  shall be reviewed regularly by a committee designated by the board
of commissioners, and the capital plan shall be revised periodically  as
necessary  and  appropriate,  and  shall  be  reviewed with the board of
commissioners annually. The commission shall publish an annual report on
the status of the capital program and such report shall be made publicly
available on the commission's website.  Prior to adoption of  a  capital
plan,  the  commission shall make the proposed plan available for public
review and comments on its public website for at least four weeks  prior
to  approval,  and  all  comments  received  by the commission are to be
distributed to the board of commissioners for review prior to  consider-
ation of the capital plan.
  (ii) The commission shall also provide that major capital projects are
monitored   by  independent  engineering  consultants.  The  independent
consultants shall prepare annual reports to be provided to the board and
made available to the public. The annual reports prepared by independent
consultants shall include, but not be limited to, a comparison of actual
and target performance measures including, but not limited to, costs and
construction schedules, and a narrative explanation of  any  discrepancy
thereof.  For  the purposes of this subdivision: "major capital project"
means an undertaking or program for the acquisition, creation, or devel-
opment of any crossing, transportation facility, or commerce facility or
any part thereof, with an estimated total  project  cost  in  excess  of
$500,000,000.
  (iii)  No  less  than 60 days prior to any board adoption of a capital
plan, as described in paragraph (a) of this subdivision,  or  any  major
revision  of  the  last  adopted capital plan, the commission shall: (1)
notify the assembly and senate of the New York state legislature and the
general assembly and senate of the New Jersey state legislature  of  its
intention  to  adopt  a  capital plan, or any major revision of the last
adopted capital plan; (2) submit to the assembly and senate of  the  New
York  state  legislature  and the general assembly and senate of the New
Jersey state legislature the proposed  capital  plan,  or  any  proposal
constituting  a  major  revision  of  the last adopted capital plan, for
review by each state legislature; and  (3)  make  the  proposed  capital
plan,  including  any proposal constituting a major revision of the last
adopted capital plan, publicly available on the commission  website.  In
either  case,  the notice shall recite the major elements of the capital
plan to be adopted.
  (iv) Within 60 days of the notice  provided  in  this  paragraph,  the
commission  shall conduct a public hearing about the capital plan or any
major revision thereof in New York state and in the state of New Jersey.
  (v) The commission shall conduct a status update public hearing in New
York state and in the state of New Jersey  at  least  once  every  three
years  after  the  adoption  of the capital plan by the commission. Such

A. 8126                            32

public hearing shall be known as "capital status update hearing" and  at
such   hearing   the  commission  shall  provide  in  detail  a  written
description of the status of all capital plan projects and the costs and
the  expected  costs  of  those  projects.  At  such public hearing, the
commission shall provide a financing plan that identifies the source  of
funding  for each project. The commission shall provide an analysis that
compares actual and target performance measures, and a detailed  written
explanation of any discrepancy thereof at the public hearing.
  (c)  Operating  budget. The commission shall prepare a detailed annual
operating budget beginning with the fiscal  year  commencing  after  the
effective  date of this act. A preliminary annual operating budget shall
be made publicly available on the commission's website in July of  every
fiscal  year  and a final annual operating budget shall be made publicly
available in February of each fiscal year.
  13. Exemption from taxes, local laws.  (a)  The  commission  shall  be
performing essential governmental functions in exercising its powers and
functions  and in carrying out the provisions of this act and of any law
relating thereto, and shall not be required to pay any taxes or  assess-
ments  of  any character, levied by either state or any local government
thereof, upon any of the property used by it or its agents  or  contrac-
tors  for  the  facilitation  of  the  Gateway Program, or any income or
revenue therefrom, including any profit from a sale, lease or  exchange,
or  in  connection  with  the  transfer  thereof or of any real property
interest therein. Any bonds or other securities   or obligations  issued
by  the  commission,  their  transfer  and  the interest paid thereon or
income therefrom, including any profit from a sale or exchange, shall at
all times be free from taxation by either state or any subdivision ther-
eof.
  (b) The commission shall, as a matter of policy, conform to the enact-
ments, ordinances, resolutions and regulations of the respective  states
and  local governments where the Gateway Program is located in regard to
the construction and maintenance of the Gateway Program and in regard to
health and fire protection which would be applicable if  the  commission
were  a  private corporation, to the extent that the commission finds it
practicable to do so, without interfering with, impairing  or  affecting
the  efficiency of its purposes under this act, or its ability to effec-
tuate the Gateway Program upon a self-supporting  basis,  or  its  obli-
gations, duties and responsibilities to the two states, its bondholders,
if any, and the general public, but the decision of the commission as to
whether  it  is  practicable so to do shall be controlling. To that end,
the commission shall submit  copies  of  plans  and  specifications  for
buildings  and  structures to the appropriate state and local government
officials and shall consult with them with respect  thereto,  and  shall
receive their comments and suggestions thereon, but the commission shall
make  the  final  determination  as to which comments and suggestions to
accept in effectuating the Gateway Program.
  14. Cooperation with governmental entitles. Notwithstanding any  other
provision  of  state,  general,  special,  charter  or  local law to the
contrary, each state and local government, any agency,  instrumentality,
department,  commission or authority thereof and any bi-state agency are
hereby authorized and empowered to cooperate with, aid  and  assist  the
commission  in  effectuating  the  provisions  of this act, as it may be
amended or supplemented hereafter.
  15. Consent to suit, actions, or proceedings.  Upon the concurrence of
the state of New York, the state of New Jersey, and  the  state  of  New
York  consent  to suits, actions or proceedings of any form or nature at

A. 8126                            33

law, in equity or otherwise including proceedings to enforce arbitration
agreements, against the commission, and to appeals therefrom and reviews
thereof, except as hereinafter provided. The foregoing consent does  not
extend  to  (a)  suits, actions or proceedings upon any causes of action
whatsoever accruing before the effective date of this  act;  (b)  suits,
actions  or  proceedings  upon any causes of action whatsoever, upon, in
connection with, or arising out of any  contract,  express  or  implied,
entered  into  or  assumed  by  or assigned to the commission before the
effective date of this act (including any supplement to,  or  amendment,
extension  or  renewal  of  any  such contract, even if such supplement,
amendment, extension or renewal is made on or after the  effective  date
of  this act), regardless of whether such cause of action accrued before
or after that date; (c) civil suits,  actions  or  proceedings  for  the
recovery  of  statutory penalties; and (d) suits, actions or proceedings
for judgments, orders or decrees restraining,  enjoining  or  preventing
the  commission from committing or continuing to commit any act or acts,
other than suits, actions or proceedings by the attorney general of  New
Jersey  or  by  the attorney general of New York, each of whom is hereby
authorized to bring such suits, actions or proceedings  in  his  or  her
discretion  on  behalf  of any person or persons whatsoever who requests
him or her to do so, except in the cases otherwise excluded by this act;
provided, that in any such suit,  action  or  proceeding,  no  judgment,
order  or  decree  shall be entered except upon at least two days' prior
written notice to the commission of the proposed entry thereof.
  The commission shall be immune from liability  in  the  state  of  New
Jersey  in the same manner and to the same extent as is the state of New
Jersey under the  provisions  of  the  "New  Jersey  Tort  Claims  Act,"
N.J.S.59:1-1  et  seq.,  and the "New Jersey Contractual Liability Act,"
N.J.S.59:13-1 et seq.
  The commission shall be immune from liability as though  it  were  the
state  of New York, except to the extent that such immunity is waived by
the state of New York under section 8 of the New York  Court  of  Claims
Act.
  16. Dissolution. (a) The commission shall dissolve on the first day of
the  thirty-sixth month following the completion of the Gateway Program,
provided that plans have been adopted for the transfer of the  component
projects  of the Gateway Program to appropriate agencies, instrumentali-
ties, or entities, which shall include repayment of  or  an  arrangement
for  the  full repayment of any bonds or other securities issued and any
other debt incurred for Gateway Program purposes without  impairment  of
the  creditworthiness  of  either  state  and that any receiving agency,
instrumentality, or entity enters into an agreement concerning responsi-
bility for maintenance and upkeep of the relevant component project, and
further provided that Amtrak is not unduly prejudiced  by  such  dissol-
ution.
  (b) The governor of New Jersey and the governor of New York may joint-
ly  determine that dissolution of the commission on the first day of the
thirty-sixth month is impractical and may jointly  agree  to  delay  the
dissolution  until  the  first  day  of the forty-eighth month following
completion of the Gateway  Program  to  resolve  any  issues  concerning
transfer or any component projects or resolution of any outstanding debt
or to remedy any undue prejudice to Amtrak resulting from dissolution at
an earlier date.
  (c)  The commission shall not remain in existence beyond the first day
of the forty-eighth month following completion of the Gateway Program.

A. 8126                            34

  (d) In the event that  the  commission  is  dissolved  or  transferred
pursuant  to this subdivision, any officer or employee of the commission
shall be eligible for such transfer and appointment, in accordance  with
the  provisions  of section 70 of the New York civil service law without
further  examination.  Any  such officers or employees so transferred to
the commission pursuant to this section, who are members of  or  benefit
under  any existing pension or retirement fund or system, shall continue
to have all rights, privileges, obligations and status with  respect  to
such  fund  or system as are now prescribed by law. Nothing set forth in
this subdivision shall be construed to impede, infringe or diminish  the
rights  and  benefits  that  accrue  to  employees and employers through
collective bargaining agreements, impact or change an employee's member-
ship in a bargaining unit, or otherwise diminish the  integrity  of  the
collective bargaining relationship.
  17. Amendment to agreement. The  provisions  of  this agreement may be
amended, altered, supplemented, or repealed from time  to  time  by  the
action  of  the legislature of either state concurred in by the legisla-
ture of the other.  For the purposes of this subdivision,  "this  agree-
ment" means subdivisions one through eighteen of this act.
  18.  Severability.  If  any  provision  of this act or the application
thereof to any person or circumstance is held invalid, including as  not
in  accordance  with federal law or federal constitutional requirements,
such invalidity shall not affect other  provisions  or  applications  of
this  act  which  can  be  given effect without the invalid provision or
application and to this end the provisions of this act are  declared  to
be severable.
  §  3.  Paragraph  (a)  of  subdivision  5  of section 209 of the civil
service law, as added by chapter 929 of the laws of 1986, is amended  to
read as follows:
  (a)  In the event that the board certifies that a voluntary resolution
of the contract negotiations between either (i) the New York city trans-
it authority (hereinafter referred to as  TA-public  employer)  and  the
public  employee  organization  certified or recognized to represent the
majority of employees of such TA-public employer, or (ii) the  metropol-
itan  transportation authority, including its subsidiaries, the New York
city transit authority, including its  subsidiary,  and  the  Triborough
bridge  and  tunnel authority (all hereinafter referred to as MTA-public
employer) and a public employee organization certified or recognized  to
represent  employees  of  such  MTA-public  employer  not subject to the
jurisdiction of the Federal Railway Labor Act and  not  subject  to  the
provisions  of  subparagraph  (i)  [hereof] OF THIS PARAGRAPH, which has
made an election pursuant to paragraph (f) of this subdivision, OR (III)
THE GATEWAY DEVELOPMENT COMMISSION AND THE PUBLIC EMPLOYEE  ORGANIZATION
CERTIFIED  OR  RECOGNIZED  TO  REPRESENT  EMPLOYEES  OF SUCH COMMISSION,
cannot be effected, or upon the joint request of the TA-public  employer
[or], the MTA-public employer (hereinafter jointly referred to as public
employer)  OR  THE  GATEWAY DEVELOPMENT COMMISSION and any such affected
employee organization, such board shall refer the dispute  to  a  public
arbitration  panel,  consisting  of  one  member appointed by the public
employer, one member appointed by  the  employee  organization  and  one
public  member  appointed  jointly  by  the public employer and employee
organization who shall be selected within ten days after receipt by  the
board  of  a  petition  for creation of the arbitration panel. If either
party fails to designate its member to the public arbitration panel, the
board shall promptly, upon receipt of a request by either party,  desig-
nate a member associated in interest with the public employer or employ-

A. 8126                            35

ee organization he is to represent. Each of the respective parties is to
bear  the  cost of its member appointed or designated to the arbitration
panel and each of the respective parties is to share equally the cost of
the  public  member.  If,  within seven days after the mailing date, the
parties are unable to agree upon the one public member, the board  shall
submit to the parties a list of qualified, disinterested persons for the
selection  of  the  public member.   Each party shall alternately strike
from the list one of the names with the order of striking determined  by
lot,  until  the  remaining  one  person  shall  be designated as public
member. This process shall be completed within five days of  receipt  of
this  list.  The parties shall notify the board of the designated public
member. The public member shall be chosen as chairman.
  § 4. Subdivisions 1, 2 and 3 of section  14-c  of  the  transportation
law, as added by chapter 639 of the laws of 1971, are amended to read as
follows:
  1.  The  department  of transportation may cooperate and contract with
the national railroad passenger  corporation  OR  IF  DEEMED  NECESSARY,
DESIRABLE  OR  CONVENIENT BY THE COMMISSIONER TO FACILITATE THE PURPOSES
OF THIS SECTION, WITH THE GATEWAY  DEVELOPMENT  COMMISSION,  THE  ENTITY
ESTABLISHED  BY  A  CHAPTER OF THE LAWS OF TWO THOUSAND NINETEEN, TO THE
EXTENT THAT SUCH COMMISSION IS SO AUTHORIZED TO ACT UNDER ITS  AUTHORIZ-
ING STATUTE, for any intercity rail passenger services deemed necessary,
convenient  or  desirable by the commissioner, within the amounts avail-
able by appropriation therefor, as  such  services  are  made  available
pursuant to the provisions of the rail passenger service act of nineteen
hundred seventy and any acts amendatory or supplemental thereto, subject
to  the approval of the director of the budget OR PURSUANT TO REIMBURSE-
MENT AVAILABLE FROM THE GATEWAY  DEVELOPMENT  COMMISSION,  ANY  RAILROAD
COMPANY,  ANY  OTHER STATE OR AGENCY, THE FEDERAL GOVERNMENT, ANY PUBLIC
AUTHORITY OF THIS STATE OR ANY OTHER STATE OR TWO OR MORE STATES, OR ANY
POLITICAL SUBDIVISION OR MUNICIPALITY OF THE STATE. Notwithstanding  any
inconsistent  law, general, special or local, the commissioner, as funds
are made available for the  purposes  hereof,  is  hereby  empowered  to
contract  with such corporation OR COMMISSION and to do all other things
necessary, convenient or desirable on behalf of the state to secure  the
full  benefits  available  under  and pursuant to such act AND ANY OTHER
FEDERAL  ACT  WHICH  PROVIDES  FUNDING  FOR  INTERCITY  RAIL   PASSENGER
SERVICES,  and  to contract and do all other things necessary as herein-
after provided on behalf of the state to  effect  [the]  AND  FACILITATE
intercity  rail passenger [service program] SERVICES which he determines
is necessary, convenient or desirable AND THE DEPARTMENT OF  TRANSPORTA-
TION  MAY COOPERATE AND CONTRACT WITH THE GATEWAY DEVELOPMENT COMMISSION
FOR PASSENGER RAIL ACTIVITIES, TO THE EXTENT THAT THE  GATEWAY  DEVELOP-
MENT  COMMISSION  IS SO AUTHORIZED TO ACT UNDER ITS AUTHORIZING STATUTE,
PROVIDED, HOWEVER, THAT THE  DEPARTMENT  OF  TRANSPORTATION  SHALL  ONLY
CONTRACT  WITH  THE  GATEWAY  DEVELOPMENT COMMISSION IF SUCH CONTRACT IS
APPROVED BY THAT COMMISSION'S BOARD OF COMMISSIONERS IN ACCORDANCE  WITH
ITS AUTHORIZING STATUTE.
  2.  The  commissioner  shall  coordinate  the intercity rail passenger
activities of the state and other interested public and  private  organ-
izations  and  persons  to  effectuate  the purposes of this section and
shall have the responsibility for negotiating with the  federal  govern-
ment  with  respect  to  intercity  rail passenger service programs. The
commissioner is authorized to enter into joint  service  agreements  AND
OTHER  AGREEMENTS  between the state and any railroad company, any other
state department or agency, the federal government, the Canadian govern-

A. 8126                            36

ment, any other state or agency or instrumentality thereof,  any  public
authority of this state or any other state OR TWO OR MORE STATES, or any
political  subdivision or municipality of the state, relating to proper-
ty,  buildings,  structures, facilities, services, rates, fares, classi-
fications, dividends, allowances or charges (including  charges  between
intercity  rail  passenger  service facilities), or rules or regulations
pertaining thereto, for or in connection with or incidental to transpor-
tation in part upon intercity rail passenger service facilities.  Inter-
city  rail  passenger  service  facilities  include the right of way and
related trackage, rails, cars,  locomotives,  or  other  rolling  stock,
signal,  power,  fuel,  communication  and  ventilation  systems,  power
plants, stations, terminals, TUNNELS, storage yards, repair and  mainte-
nance  shops,  yards, equipment and parts, offices and other real estate
or personnel used or held for or incidental to the operation,  rehabili-
tation or improvement of any railroad operating intercity rail passenger
service  or to operate such service, including but not limited to build-
ings, structures, and rail property.
  3. [The] NOTWITHSTANDING ANY OTHER PROVISION OF LAW, GENERAL, SPECIAL,
CHARTER OR LOCAL, THE commissioner may on such terms and  conditions  as
he   may   determine  necessary,  convenient  or  desirable,  establish,
construct, effectuate, operate, maintain, renovate, improve,  extend  or
repair any such intercity rail passenger service facility or any related
services  and  activities, or may provide for such by contract, lease or
other arrangement on such terms as the commissioner may deem  necessary,
convenient  or desirable with any agency, corporation or person, includ-
ing but not limited to any  railroad  company,  any  state  agency,  the
federal  government,  the Canadian government, any other state or agency
or instrumentality thereof, any public authority of this  or  any  other
state  OR  TWO  OR  MORE STATES, or any political subdivision or munici-
pality of the state.
  § 5. a. There shall be three commissioners of the Gateway  Development
Commission  appointed from this state, in accordance with section two of
this act, who shall each serve at the pleasure of the governor.
  b. The three commissioners shall be appointed by the  commissioner  of
the department of transportation.
  c. All vacancies in the office of commissioner of the Gateway Develop-
ment  Commission  shall  be  filled  in  the same manner as the original
appointment.
  d. Each appointment to fill a vacancy occurring or existing by  reason
of  the  expiration of a term, shall be for a term expiring on the first
day of July in the third year following the date of  the  expiration  of
the term of the appointee's predecessor. Each appointment made to fill a
vacancy  occurring  or  existing  by reason other than the expiration of
term shall be for the unexpired portion of the term of  the  appointee's
predecessor.
  e.  All  commissioners  from  this state shall continue to hold office
after the expiration of the terms for which they are appointed and until
their respective successors  are  appointed  and  qualified.  No  period
during which any such commissioner shall hold over shall be deemed to be
an  extension  of  the  commissioner's term of office for the purpose of
computing the date on which a successor's term expires.
  f. Any commissioner from this state may be removed from  office  shall
be  removable  by  the commissioner of the department of transportation,
for inefficiency, breach of fiduciary duty, neglect of duty  or  miscon-
duct  in  office,  provided,  however, that such member shall be given a
copy of the charges against him and an opportunity  of  being  heard  in

A. 8126                            37

person,  or  by  counsel,  in  his or her defense upon not less than ten
days' notice.
  g.  The  collective  vote of the New York commissioners of the Gateway
Development Commission shall be determined by the affirmative vote of at
least two of the New York commissioners.
  § 6. This act shall take effect immediately; provided however, that:
  (a) section two of 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; provided that
the state of New Jersey  shall  notify  the  legislative  bill  drafting
commission  upon  the  occurrence  of  the  enactment of the legislation
provided for in this act 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 effectuating the provisions
of section 44 of the legislative law and  section  70-b  of  the  public
officers law; and
  (b)  the  amendments  to  subdivision  5  of  section 209 of the civil
service law made by section three of this act shall not affect the expi-
ration of such subdivision and shall be deemed to expire therewith.