Bill Text: NY A08126 | 2019-2020 | General Assembly | Amended


Bill Title: Establishes the "Gateway Development Commission Act" which enables such commission to facilitate a passenger rail project between Penn Station, Newark, New Jersey and Penn Station, New York, New York.

Spectrum: Partisan Bill (Democrat 2-0)

Status: (Engrossed) 2019-06-20 - RETURNED TO ASSEMBLY [A08126 Detail]

Download: New_York-2019-A08126-Amended.html



                STATE OF NEW YORK
        ________________________________________________________________________

                                         8126--A

                               2019-2020 Regular Sessions

                   IN ASSEMBLY

                                      June 3, 2019
                                       ___________

        Introduced  by  M.  of  A. PAULIN, OTIS -- read once and referred to the
          Committee on Corporations, Authorities and Commissions -- reported and
          referred to the Committee  on  Codes  --  committee  discharged,  bill
          amended,  ordered reprinted as amended and recommitted to said commit-
          tee

        AN ACT establishing the "Gateway Development Commission Act";  to  amend
          the  transportation  law, in relation to creating the gateway develop-
          ment commission; and providing for the repeal of such  provision  upon
          expiration thereof

          The  People of the State of New York, represented in Senate and Assem-
        bly, do enact as follows:

     1    Section 1. Short title. This act shall be known and may  be  cited  as
     2  the "Gateway Development Commission Act".
     3    §  2.  Gateway  Development  Commission.  1.  Legislative findings and
     4  intent. (a) The Legislature finds and declares that: the  state  of  New
     5  Jersey  and  the state of New York and their respective citizens share a
     6  common concern to preserve the functionality and strengthen the  resili-
     7  ency  of  long-distance  and  commuter  rail  infrastructure between New
     8  Jersey and New York,  including  passenger  rail  infrastructure  owned,
     9  controlled,  or utilized by the National Railroad Passenger Corporation,
    10  also known as "Amtrak"; the two states  and  their  respective  citizens
    11  share  the benefits of existing interstate passenger rail infrastructure
    12  between the two states, including  the  existing  North  River  Tunnels;
    13  interstate  passenger  rail  service  and infrastructure is vital to the
    14  economies of New Jersey and New York; that, because of  the  passage  of
    15  time  and  damage caused by natural disasters, both states recognize the
    16  existing interstate passenger rail infrastructure, including the  exist-
    17  ing North River Tunnels, is at risk of system failures that could result
    18  in  prolonged  service disruptions that would severely damage the econo-
    19  mies of the two states and many other participants in the economy of the
    20  Northeast Corridor; both states recognize the urgent need  to  undertake

         EXPLANATION--Matter in italics (underscored) is new; matter in brackets
                              [ ] is old law to be omitted.
                                                                   LBD13164-06-9

        A. 8126--A                          2

     1  projects  necessary  to  create passenger rail capacity under the Hudson
     2  River, rehabilitate  passenger  rail  infrastructure,  maintain  current
     3  levels of long-distance and commuter rail service between the two states
     4  and provide additional reliability, safety and security; the citizens of
     5  both  states  will share the benefits of expanded capacity and rehabili-
     6  tated passenger rail infrastructure between the two  states;  and  there
     7  has  been  a  long  history of cooperation among state and local govern-
     8  mental entities, Amtrak, and various private organizations and  individ-
     9  uals  in  the  two  states  to  ensure  the preservation of a variety of
    10  passenger rail service options.
    11    (b) The legislature therefore determines  that  there  is  a  need  to
    12  endorse  and  formalize  that bi-state cooperative effort to help ensure
    13  that the functionality of long-distance and commuter rail infrastructure
    14  between New Jersey and New York  and  thence  throughout  the  Northeast
    15  Corridor,  is preserved and maintained for the benefit of the economy of
    16  New Jersey and New York and for the well-being  of  present  and  future
    17  generations  of  citizens  in  both  states;  and that the creation of a
    18  bi-state commission that shall be a body corporate  and  politic  estab-
    19  lished  by  the state of New Jersey and the state of New York, acting in
    20  the public interest and exercising essential governmental functions,  is
    21  an appropriate means to accomplish these very important goals and is not
    22  intended  to  impair,  limit,  diminish,  or otherwise affect any right,
    23  power, or jurisdiction of the United States of America  or  any  depart-
    24  ment,  branch,  agency,  court, bureau, or other instrumentality thereof
    25  with respect to any matter, or grant or confer any  right  or  power  on
    26  such bi-state commission, or any officer or trustee thereof, to regulate
    27  commerce between the states.
    28    (c)  It  is  the  intention  of the legislature that the commission so
    29  created constitute an institution which  has  been  established  by  the
    30  states to effectuate a public purpose and is therefore eligible to apply
    31  for  financial  assistance  from the United States government, including
    32  the agencies thereof.
    33    2. Definitions. Except where different meanings are  expressly  speci-
    34  fied in subsequent provisions of this section, the following terms shall
    35  have the following meanings:
    36    (a) "Act" means the Gateway Development Commission act.
    37    (b)  "Amtrak"  means  the  National  Railroad Passenger Corporation, a
    38  corporation organized under 49 U.S.C. § 24101 et. Seq. and the  laws  of
    39  the District of Columbia.
    40    (c) "Board" means the board of commissioners of the commission.
    41    (d)  "Commission"  shall mean the gateway development commission which
    42  is established pursuant to this act.
    43    (e) "Facilitate" means the planning,  designing,  financing,  acquisi-
    44  tion,   development,   redevelopment,  expansion,  construction,  recon-
    45  struction, replacement, approval of works, lease, leaseback,  licensing,
    46  consigning,  asset  management,  optimization,  rehabilitation,  repair,
    47  alteration,  improvement,  extension,  management,  ownership,  use  and
    48  effectuation  of the matters described in this act. "Facilitation" shall
    49  have a concomitant meaning.
    50    (f) "Full Funding" means the sum of commitments to fund, from  sources
    51  deemed  by  the  Commission to be creditworthy, plus Commission cash-on-
    52  hand, plus any institution of a tariff or an agreement  to  impose  user
    53  fees  not subject to further approvals (if any), plus such other sources
    54  of funding deemed certain to be available as and when required, found by
    55  the Commission to be sufficient to facilitate the project or a  discrete
    56  component thereof which is beneficial to the public.

        A. 8126--A                          3

     1    (g)  "Meeting"  means  any gathering, whether corporeal or by means of
     2  communication equipment, which is attended by, or open  to,  the  Board,
     3  held  with  the intent, on the part of the commissioners present, to act
     4  as a unit upon the specific public business of the Commission. "Meeting"
     5  does  not mean a gathering (i) attended by less than a quorum of commis-
     6  sioners; (ii) in which the board is engaged in  ordinary  course  super-
     7  vision  of  Commission staff; (iii) in which consideration of Commission
     8  business matters are informally discussed without the intent  or  effect
     9  of  effectuating  any  action  of the Commission; or (iv) attended by or
    10  open to all the members of three or more  similar  public  bodies  at  a
    11  convention or similar gathering.
    12    (h)  "Project"  means  a passenger rail transportation project between
    13  Penn Station, Newark, New Jersey and Penn Station, New  York,  New  York
    14  currently referred to as the "Gateway Program" consisting of:
    15    (i)  phase one of the Project including: the replacement of the exist-
    16  ing Portal Bridge; the construction of a tunnel connecting the states of
    17  New York and New Jersey and the completion of certain ancillary  facili-
    18  ties  including  construction  of  concrete  casing  at  Hudson Yards in
    19  Manhattan, New York; the rehabilitation  of  the  existing  North  River
    20  Tunnels; all Projects necessary to connect the aforesaid Projects to the
    21  contiguous Amtrak Northeast Corridor Facilities; and
    22    (ii)  phase  two  of  the  Project  including: the Portal South Bridge
    23  Project; the Sawtooth Bridge  replacement  Project;  the  Secaucus  Loop
    24  Project; the Secaucus Junction renovation and expansion Project; and the
    25  Penn Station South Project, and other related Projects, but only if such
    26  phase  two  projects  are  authorized pursuant to a memorandum of under-
    27  standing between the Governor of New York, the Governor  of  New  Jersey
    28  and Amtrak.
    29    (i)  "Public business" means matters which relate in any way, directly
    30  or indirectly, to the performance of the functions of the commission  or
    31  the conduct of its business.
    32    3.  Creation  of the Commission; purposes. There is hereby created the
    33  Gateway Development Commission, a body corporate and politic established
    34  by the state of New Jersey and the state of New  York,  which  shall  be
    35  deemed  to  be  acting  in  the public interest and exercising essential
    36  government functions in taking action hereunder and  which  shall  be  a
    37  public  authority  and a government sponsored authority. The purposes of
    38  the Commission shall include the following:
    39    (a) Facilitate the Project;
    40    (b)  Coordinate  activities  of  governmental  entities,  Amtrak,  and
    41  private  entities providing assistance to the Project or otherwise regu-
    42  lating the Project, with a view to achieving full funding, and encourage
    43  and enable such parties  to  participate  in  the  effectuation  of  the
    44  Project;
    45    (c)  act as a coordinating agency to arrange for cooperation among the
    46  federal government, the state of New Jersey, any local government there-
    47  of, the state of New York, any local  government  thereof,  any  agency,
    48  instrumentality, department, commission, or authority of any one or more
    49  of the foregoing, any bi-state agency, Amtrak, any individual or private
    50  firm,  entity or corporation, or with any one or more of them (including
    51  by contract among the parties), for and in connection with  the  Facili-
    52  tation  of the Project for any of the purposes of this act, and to enter
    53  into an agreement or agreements (and from time to  time  to  enter  into
    54  agreements  amending or supplementing the same) with the federal govern-
    55  ment, the state of New Jersey, any local government thereof,  the  state
    56  of  New York, any local government thereof, any agency, instrumentality,

        A. 8126--A                          4

     1  department, commission, or authority of any one or more of  the  forego-
     2  ing, any bi-state agency, Amtrak, any individual or private firm, entity
     3  or corporation, or with any one or more of them, for or relating to such
     4  purposes, including but not limited to agreements with respect to finan-
     5  cial  assistance, loans, grants or any other funding as may be available
     6  for the Project. The Commission  is  hereby  intended  to  qualify  for,
     7  authorized, and empowered to apply for and accept, financial assistance,
     8  loans,  grants,  or  any  other funding for such purposes under federal,
     9  state, or local laws, and to make application directly to the  appropri-
    10  ate  officials or agencies for the application for and receipt of feder-
    11  al, state or local assistance, loans, grants or any other funding in aid
    12  of any of the purposes of this act;
    13    (d) pursue efforts to assist federal or state agencies and other enti-
    14  ties to fulfill their goals set forth in federal law or the laws of  New
    15  York  or  New  Jersey  to  further passenger rail transportation between
    16  states including 49 U.S.C.  §24901, et seq.;
    17    (e) take any and all actions authorized by this act which are  or  may
    18  be  necessary  or  appropriate  to  constitute and maintain itself as an
    19  applicant eligible to qualify to apply  for  and  be  awarded  financial
    20  assistance,  loans,  grants or other funding as may be available for the
    21  Project, including that awarded by federal, state, and local governments
    22  and the agencies thereof; and
    23    (f) facilitate the Project by making  and  enforcing  such  rules  and
    24  regulations; and
    25    (i)  accepting,  collecting,  and  receiving  funds  pursuant  to  the
    26  provisions of the memorandum of understanding  established  pursuant  to
    27  subdivision  nineteen  of  this  act, which may include bonded revenues,
    28  state appropriations, dedicated revenues, and any other funds or  reven-
    29  ues  made  available  pursuant  to that memorandum of understanding, and
    30  using those funds to provide for the financing,  construction  or  asset
    31  management  of  the  project and the payment of, with interest upon, and
    32  the amortization and retirement of bonds or other  securities  or  obli-
    33  gations  issued or insured for Project purposes, including establishment
    34  of prudent reserves, in the same  manner  that  all  funds  or  revenues
    35  included  in  the  memorandum  of  understanding established pursuant to
    36  subdivision nineteen of this act may be used for such purposes; and
    37    (ii) establishing, levying, and collecting tolls and fees  payable  by
    38  entities using the Project or any portion thereof, as it may deem neces-
    39  sary or appropriate, provided that any such tolls or fees:
    40    (A)  shall not be established at a rate greater than the amount deter-
    41  mined by the commission to be necessary to  meet  the  expenses  of  the
    42  financing,  construction,  or asset management of the Project, including
    43  the establishment of prudent reserves;
    44    (B) shall be approved by an affirmative vote of the board, in  accord-
    45  ance  with  the  voting requirements provided pursuant to this act, at a
    46  meeting duly noticed and held, provided that the commission has complied
    47  with subparagraph (iv) of this paragraph;
    48    (C) may be used to provide for the payment of, with interest upon, and
    49  the amortization and retirement of bonds or other  securities  or  obli-
    50  gations  issued or insured for Project purposes, including establishment
    51  of prudent reserves, in the same  manner  that  all  funds  or  revenues
    52  included  in  the  memorandum  of  understanding established pursuant to
    53  subdivision nineteen of this act may be used for such purposes;
    54    (D) shall not conflict with applicable federal law and the laws of the
    55  state of New York and the state of New Jersey; and

        A. 8126--A                          5

     1    (E) that may be directly or indirectly levied or imposed on or payable
     2  by the New Jersey Transit Corporation shall  be  expressly  and  specif-
     3  ically  authorized  pursuant  to  the memorandum of understanding estab-
     4  lished pursuant to subdivision nineteen of this act,  or  any  amendment
     5  thereto,  and  that  the revenue from any toll or fee shall count toward
     6  the state share of funding pursuant to the memorandum of understanding.
     7    (iii) The power of the commission to establish, levy, or collect tolls
     8  or fees that are payable by the New Jersey Transit Corporation shall  be
     9  narrowly construed.
    10    (iv)  Not less than thirty days and not more than ninety days prior to
    11  any vote or action taken by the board to establish, levy, or  collect  a
    12  toll  or  fee imposed by the commission or relating to any increase in a
    13  toll or fee, the commission shall conduct at least three public hearings
    14  in the manner prescribed as follows:
    15    (A) Locations for public hearings shall be selected in such a  way  as
    16  to  be  geographically accessible to a majority of users of the facility
    17  or facilities to be impacted by the toll or fee, provided that at  least
    18  one hearing shall be held in each state.
    19    (B)  At least seventy-two hours before the first hearing held pursuant
    20  to this section, the commission shall  make  the  following  information
    21  available  to the public, including posting on the commission's official
    22  website:
    23    (1) a written explanation of why the toll or fee, or any increase in a
    24  toll or fee, is necessary;
    25    (2) the amount of revenue expected to be generated from the establish-
    26  ment of or increase in the toll or fee; and
    27    (3) a detailed explanation of how the revenues raised from the  estab-
    28  lishment of or increase in the toll or fee is expected to be spent.
    29    (C)  Each hearing shall be attended by at least two commissioners from
    30  New York and two commissioners from New Jersey in office at the time  of
    31  the hearing.
    32    (D)  The  commission  shall  hold no more than one public hearing in a
    33  single day, and each public hearing shall be scheduled  to  begin  after
    34  6:30 p.m., eastern standard time, on a weekday.
    35    (E)  The  commission  shall  ensure  that each of the requirements set
    36  forth in this paragraph shall be complied with  before  placing  on  the
    37  meeting agenda of the board any item or matter establishing, levying, or
    38  collecting a toll or fee or relating to an increase in any toll or fee.
    39    (g)  Officers.  The  officers  of the Commission shall include a chief
    40  executive officer, a general counsel, a chief financial officer, a chief
    41  ethics and compliance officer,  and  inspector  general  whom  shall  be
    42  appointed  by  the Commission. Such officers shall not be required to be
    43  established until the Commission is  in  receipt  of  necessary  federal
    44  funding for purposes of facilitating the Project.
    45    4.  Board  of commissioners. (a) The Commission shall consist of seven
    46  commissioners: three from the state of New York, three from the state of
    47  New Jersey, and one  directly  appointed  by  Amtrak.  The  commissioner
    48  appointed  by  Amtrak  shall  serve  to  represent Amtrak's interest, as
    49  owner-operator or user of the Northeast Corridor,  in  the  work  to  be
    50  undertaken  by  the  Commission.  The  New  York  commissioners shall be
    51  appointed by the state of New York  and  the  New  Jersey  commissioners
    52  shall  be  appointed by the state of New Jersey in the manner determined
    53  pursuant  to  the  laws  of  each  respective  state.  Any  commissioner
    54  appointed  to  the  board  shall  have  experience in one or more of the
    55  following areas: transportation, public administration, business manage-
    56  ment,  finance,  accounting,  law,  engineering,  land  use,  urban  and

        A. 8126--A                          6

     1  regional   planning,   management   of  large  capital  projects,  labor
     2  relations, or have experience in some other area of activity central  to
     3  the mission of the Commission.
     4    (b)  The  term of each commissioner shall be three years. Each commis-
     5  sioner may be reappointed pursuant to the laws of the state  from  which
     6  the  commissioner is appointed or, for the Amtrak appointee, pursuant to
     7  any rule or policy adopted by Amtrak. A commissioner  may  automatically
     8  continue  to  serve following the expiration of that commissioner's term
     9  until a successor is appointed and seated unless such action is  prohib-
    10  ited  by the laws of each respective state or, for the Amtrak appointee,
    11  any rule or policy adopted by Amtrak.
    12    (c) The governor of New York, governor of New Jersey, and  Amtrak  may
    13  remove a commissioner appointed by such office or entity for inefficien-
    14  cy,  neglect  of duty, or misconduct in office after giving him or her a
    15  copy of the charges against him or her and an opportunity to  be  heard,
    16  in  person  or  by counsel in his or her defense, upon not less than ten
    17  days' notice.
    18    (d) At the conclusion of a commissioner's term, the  commissioner  may
    19  be  reappointed  for a successive three year term at the pleasure of the
    20  party who originally appointed that commissioner.
    21    (e) In the event that a commissioner ceases to serve before the stated
    22  expiration  of  the  commissioner's  term,  the  party  that  originally
    23  appointed  the  commissioner  may appoint a replacement to serve out the
    24  remainder of the replaced commissioner's term and thereafter, the vacan-
    25  cy shall be filled as provided for in paragraph (a) of this subdivision.
    26    (f) Commissioners shall serve without compensation, but the Commission
    27  may, within the limits of funds appropriated or otherwise made available
    28  to it, reimburse commissioners for actual expenses necessarily  incurred
    29  in the discharge of their official duties.
    30    (g) The commissioners from the state of New Jersey and the commission-
    31  ers  from the state of New York shall be indemnified by the state of New
    32  Jersey and the state of New York, respectively, to the  same  extent  as
    33  such  state indemnifies a public officer for any claim or judgment aris-
    34  ing out of such public officer's official duties.
    35    (h) No commissioner, including a co-chairperson, shall  serve  as  any
    36  other  officer  or employee of the Commission while serving as a commis-
    37  sioner.
    38    (i) Oath of Office. The commissioners shall promulgate  a  commission-
    39  er's oath of office in consultation with the chief ethics and compliance
    40  officer  within  ninety  days  of  the effective date of this act.  Each
    41  commissioner and officer shall also, before entering upon the duties  of
    42  his or her office, take and subscribe the constitutional oath of office,
    43  consistent  with  the  constitutions  of  both states where practicable,
    44  which shall be promulgated within ninety days of the effective  date  of
    45  this  act.    The  oaths  of  office shall be filed in the office of the
    46  Commission within ninety days of such  commissioner  or  officer  taking
    47  office  or  ninety  days after any such oath of office is promulgated if
    48  such promulgation has not occurred.
    49    (j) Commissioner Statement. At the time that a commissioner takes  and
    50  subscribes  the  commissioner's  oath  of office, the commissioner shall
    51  execute a statement declaring  that  the  commissioner  understands  the
    52  commissioner's  independence  and fiduciary obligation to perform duties
    53  and responsibilities to the best of  the  commissioner's  abilities,  in
    54  good  faith  and  with  proper  diligence  and  care which an ordinarily
    55  prudent person in like position would use  under  similar  circumstances
    56  and  may  take  into consideration the views and policies of any elected

        A. 8126--A                          7

     1  officials or bodies and ultimately apply  independent  judgment  in  the
     2  best interest of the Commission, its mission, and the public, consistent
     3  with  this enabling statute, mission, and by-laws of the Commission; and
     4  that  the  fiduciary duty to the Commission is derived from and governed
     5  by its mission.
     6    (k) Board Training. Individuals appointed to the board  shall  partic-
     7  ipate  in  training  approved by the chief ethics and compliance officer
     8  regarding their legal, fiduciary, financial and ethical responsibilities
     9  as commissioners of the Commission within six months of  appointment  to
    10  the Commission. The commissioners shall participate in continuing train-
    11  ing  as may be required to remain informed of best practices, regulatory
    12  and statutory changes relating to the effective oversight of the manage-
    13  ment and financial activities of commissions or public  authorities  and
    14  adhere to the highest standards of responsible governance.
    15    (l)  Recusals.  (i) A commissioner shall not vote on or participate in
    16  any board or committee discussions or decisions with respect to an  item
    17  if the commissioner, a member of the commissioner's immediate family, or
    18  a  business  in  which the commissioner has an interest, has a direct or
    19  indirect financial involvement that may reasonably be expected to impair
    20  the commissioner's objectivity or  independent  judgement  or  that  may
    21  reasonably  create  the appearance of impropriety.  A commissioner shall
    22  report such a need for recusal to the general counsel  when  it  arises.
    23  The  public  shall be informed of any recusals prior to any board action
    24  and the minutes shall clearly reflect that recusal.
    25    (ii) For the purposes of this paragraph:
    26    (A) "Immediate family" means a spouse, parent, child, or sibling.
    27    (B) "Interest" means: (1) if the business organization is  a  partner-
    28  ship,  the  commissioner's immediate family is a partner or owner of ten
    29  percent or more of the assets of the partnership, or (2) if the business
    30  organization is a corporation, the commissioner's immediate family  owns
    31  or  controls  ten  percent  or  more of the stock of the corporation, or
    32  serves as a director or officer of the corporation.
    33    (m) Financial Disclosure. (i) Notwithstanding any provision of law  to
    34  the  contrary, the commissioners, officers, and employees of the Commis-
    35  sion shall file annual financial disclosure statements  as  provided  in
    36  this paragraph.
    37    (ii)(A)  The commissioners appointed by the state of New York pursuant
    38  to this act shall file annual financial disclosure  statements  pursuant
    39  to section 73-a of the public officers law.
    40    (B)  The commissioners appointed by the state of New Jersey shall file
    41  annual financial disclosure statements as required by New  Jersey  state
    42  law or executive order.
    43    (C)  The commissioners appointed by Amtrak shall file annual financial
    44  disclosure statements consistent  with  laws,  rules,  regulations,  and
    45  policies  associated  with  filings  of  financial disclosures by Amtrak
    46  employees and officers.
    47    (D) Financial disclosures of officers and employees shall, at a  mini-
    48  mum,  be required of officers and employees who hold policy-making posi-
    49  tions as determined by the commission, and officers and employees  whose
    50  base  salary,  either in the current or previous year, exceeds $150,000,
    51  which shall be adjusted for inflation annually in  accordance  with  the
    52  consumer  price  index  for  all urban wage earners and clerical workers
    53  (CPI-W) as calculated by the federal government.
    54    5. Organization of the Commission; meetings. (a)  The  co-chairpersons
    55  of  the commission shall serve from among the commissioners appointed by
    56  the state of New Jersey and the commissioners appointed by the state  of

        A. 8126--A                          8

     1  New  York  and  shall include one co-chairperson from New Jersey and one
     2  co-chairperson from New  York.  The  commissioner  who  shall  serve  as
     3  co-chairperson  from  each state shall be decided in accordance with the
     4  laws  of  each  respective  state or if the respective state has no laws
     5  related to the selection of a co-chairperson  then  as  elected  by  the
     6  commissioners appointed from each respective state.
     7    (b)  The commission shall meet regularly as it may determine. Meetings
     8  shall be held at such times and places as  the  co-chairpersons  of  the
     9  commission deem appropriate. To the maximum extent practicable, meetings
    10  shall be held on an alternating basis in New Jersey and New York.
    11    (c) The powers of the Commission may be exercised by the commissioners
    12  at  a  meeting  duly called and held where at least two New York commis-
    13  sioners, two New Jersey commissioners, and the Amtrak  commissioner  are
    14  present.  Action may be taken and motions and resolutions adopted by the
    15  Commission at any meeting thereof by the affirmative vote  of  at  least
    16  two New York commissioners, two New Jersey commissioners, and the Amtrak
    17  commissioner. The commissioners shall adopt bylaws providing for attend-
    18  ance  protocols,  voting  procedures,  and  other matters related to the
    19  conduct of the business of the Commission, including  designating  offi-
    20  cers of the Commission.
    21    (d)  The  Commission  may  request the assistance and services of such
    22  employees and agents as it may require and as may be made  available  to
    23  it  for  the  purpose  of  carrying out its duties under this act, which
    24  agents may include private consultants and persons employed by or acting
    25  as a consultant for the federal government, the state of New Jersey, any
    26  local government thereof, the state of New York,  any  local  government
    27  thereof, any agency, instrumentality, department, commission or authori-
    28  ty  of  any  one  or  more  of the foregoing, any bi-state agency, or of
    29  Amtrak, and each such government and enumerated party is  authorized  to
    30  provide any such assistance and services to the Commission.
    31    (e)  The  Commission  may,  within the limits of funds appropriated or
    32  otherwise made available to it for those purposes, employ  such  profes-
    33  sional,  technical,  clerical  staff  and  consultants  and  incur  such
    34  expenses as it may deem necessary or appropriate in order to perform its
    35  duties.
    36    (f) The Commission shall:
    37    (i) adopt a mission statement  that  shall  include  facilitating  and
    38  completing the Project;
    39    (ii)  adopt  a  code of conduct applicable to commissioners, officers,
    40  employees, and vendors and other contractors with  the  Commission  that
    41  shall,  at  minimum,  include applicable standards established by law in
    42  each state;
    43    (iii) no later than January thirtieth, two thousand twenty,  establish
    44  a  whistleblower access and assistance program protecting employees from
    45  retaliation for disclosing information concerning  acts  of  wrongdoing,
    46  misconduct,  malfeasance,  or other inappropriate conduct based upon the
    47  recommendations of the chief ethics and compliance officer;
    48    (iv) establish a policy requiring  all  commissioners,  officers,  and
    49  employees  with  decision-making authority to maintain records regarding
    50  contact with lobbyists. As used in this  subparagraph,  "contact"  means
    51  any  conversation, in person or by telephonic or other electronic means,
    52  or correspondence between any lobbyist engaged in the  act  of  lobbying
    53  and  any  person within the Commission who can make or influence a deci-
    54  sion on the subject of the lobbying on the behalf of the Commission, and
    55  shall include, at a minimum, all members of the board and  all  officers
    56  of  the Commission, "lobbyist" shall have the same meaning as defined in

        A. 8126--A                          9

     1  the laws or, rules or regulations of either state, and "lobbying"  shall
     2  mean  and include any attempt to influence: the adoption or rejection of
     3  any rule or regulation having the force and effect of law by the Commis-
     4  sion, the outcome of any proceeding by the Commission to establish, levy
     5  or collect fees, tolls, charges or fares, the authorization, approval or
     6  award of any agreements, contracts or purchase orders valued at $500,000
     7  or more; and
     8    (v)  have  an  efficiency  study  of the Commission and its operations
     9  conducted by an independent entity upon the request of the governors  of
    10  New York and New Jersey, and if no request is made, no longer than every
    11  five years from initiation of Project construction.
    12    (g) Whistleblower Program. (i) The chief ethics and compliance officer
    13  shall  recommend  to  the  board  a  whistleblower access and assistance
    14  program to be administered by the inspector general that shall  include,
    15  but not be limited to:
    16    (A)  establishing an email address and toll-free telephone, facsimile,
    17  and text messaging lines available to employees;
    18    (B) offering advice regarding employee rights under  applicable  state
    19  and federal laws and advice and options available to all persons; and
    20    (C) offering an opportunity for employees to identify concerns regard-
    21  ing any issue at the Commission.
    22    (ii)  Any  communication between an employee and the inspector general
    23  pursuant to this paragraph shall be held strictly  confidential  by  the
    24  inspector  general,  unless  the employee specifically waives in writing
    25  the right to confidentiality, except that such confidentiality shall not
    26  exempt the inspector general from  disclosing  such  information,  where
    27  appropriate, to the board and/or any law enforcement authority.
    28    (iii)  The  Commission  shall  not  fire,  discharge, demote, suspend,
    29  threaten, harass, or discriminate against an  employee  because  of  the
    30  employee's  role as a whistleblower, insofar as the actions taken by the
    31  employee are legal.
    32    (iv) As used in this paragraph:
    33    (A) "Employees"  means  those  persons  employed  at  the  Commission,
    34  including  but  not limited to: full-time and part-time employees, those
    35  employees on probation, temporary employees, officers,  and  commission-
    36  ers.
    37    (B) "Whistleblower" means any employee of the Commission who discloses
    38  information  concerning  acts of wrongdoing, misconduct, malfeasance, or
    39  other inappropriate behavior by an  employee  or  board  member  of  the
    40  Commission,  including,  but  not  limited  to, such acts concerning the
    41  Commission's investments, travel, acquisition of real or personal  prop-
    42  erty,  the  disposition of real or personal property, or the procurement
    43  of goods and services.
    44    (h) Inspector General. (i) The inspector general shall be  responsible
    45  for  receiving  and  investigating,  where  appropriate,  all complaints
    46  regarding fraud,  waste,  and  abuse  by  commissioners,  officers,  and
    47  employees  or  third-parties  doing  business  with  the Commission. The
    48  inspector general shall also  be  responsible  for  conducting  investi-
    49  gations  upon  the  inspector general's own initiative, as the inspector
    50  general shall deem appropriate.
    51    (ii) The inspector general shall inform the board and the chief execu-
    52  tive officer of allegations received by the inspector  general  and  the
    53  progress of investigations related thereto, unless special circumstances
    54  require confidentiality.
    55    (iii)  The  inspector  general shall determine with respect to allega-
    56  tions received by the inspector general whether disciplinary  action  or

        A. 8126--A                         10

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

        A. 8126--A                         11

     1  required for the attorney to exercise the attorney's ethical duties as a
     2  lawyer;
     3    (G)  contract  negotiations  disclosure  of  which  would  imperil the
     4  Commission's position or an outcome in the best interest of the  Commis-
     5  sion, its mission, and the public;
     6    (H)  matter  involving  the  employment,  appointment,  termination of
     7  employment, terms  and  conditions  of  employment,  evaluation  of  the
     8  performance  of,  promotion  or disciplining of any specific prospective
     9  officer or employee or current officer or employee employed or appointed
    10  by the Commission, unless all the  individual  employees  or  appointees
    11  whose  rights  could  be  adversely affected request in writing that the
    12  matter or matters be discussed at a public meeting;
    13    (I) deliberation of the Commission occurring after  a  public  hearing
    14  that  may  result in the imposition of a specific civil penalty upon the
    15  responding party or the suspension  or  loss  of  a  license  or  permit
    16  belonging  to the responding party as a result of an act or omission for
    17  which the responding party bears responsibility; or
    18    (J) information relating to current or future investigation or  prose-
    19  cution  of a criminal offense which would imperil effective law enforce-
    20  ment if disclosed;
    21    (ii) The Commission shall make meeting agendas available to the public
    22  at least seventy-two hours before each meeting of  the  board  and  each
    23  meeting of any committee. Public notice of the time and place of a meet-
    24  ing  shall  be provided to appropriate media outlets, shall be conspicu-
    25  ously posted in one or more designated areas, and shall be conspicuously
    26  posted via the Commission's official website at least five business days
    27  before the meeting.
    28    (iii) The Commission shall make available to the public  documents  in
    29  the  following  manner:  the agenda and public documents pertaining to a
    30  board meeting shall be available for public inspection at least 72 hours
    31  before each meeting or as soon  as  practicable  at  an  office  of  the
    32  Commission; and the agenda and public documents pertaining to a board or
    33  committee meeting shall be posted on the Commission's website.
    34    (iv)  At  each  public  meeting of the Commission, the public shall be
    35  allotted thirty minutes, or a  reasonable  time  as  determined  by  the
    36  Commission,  in  order to allow any persons in attendance an opportunity
    37  to comment on any topic on the agenda.
    38    (v) The Commission shall keep reasonably comprehensible minutes of all
    39  its meetings showing the  time  and  place,  the  members  present,  the
    40  subjects considered, the actions taken, and the vote of each member. The
    41  minutes  shall be available to the public within two weeks from the date
    42  of the meeting to the extent that public disclosure shall not be  incon-
    43  sistent  with  clause  (A)  of  subparagraph  (i) of this paragraph. The
    44  minutes shall indicate for each item on the agenda the vote  or  recusal
    45  of  each  board member in attendance at an open meeting, or an executive
    46  session of the board or a committee of the board. Each item on the agen-
    47  da shall be voted on separately.
    48    (vi) Attendance at an executive session  shall  be  permitted  to  any
    49  member of the Commission and any other persons authorized by the Commis-
    50  sion.
    51    (vii)  The  Commission  shall adopt and promulgate appropriate bylaws,
    52  rules, or regulations concerning the rights of the public to be  present
    53  at meetings of the Commission. Any rules, regulations, or bylaws adopted
    54  hereunder  shall  become  part  of  the minutes of the Commission and be
    55  posted on the Commission's website.

        A. 8126--A                         12

     1    (j) Meeting Notice. The board shall, within six months of  the  effec-
     2  tive  date  of  this  act,  adopt appropriate policies concerning proper
     3  notice to the public and the news media of its meetings and the right of
     4  the public and the news media to be present at meetings of  the  Commis-
     5  sion.  The  board may incorporate in its policies conditions under which
     6  it may exclude the public from a meeting or a portion thereof consistent
     7  with this act.
     8    (k) Freedom of Information. (i) The  Commission  shall  be  deemed  an
     9  "agency"  and  treated  as  such  under  the  laws  of New York, for all
    10  purposes under articles 6 and 6-A of the public officers law, and  shall
    11  be  deemed  a  "public  agency"  and  treated  as such under New Jersey,
    12  P.L.1963, c.73 (C.47:1A-1 et seq.),  pertaining  to  the  disclosure  of
    13  government records.
    14    (ii)  When  there  is an inconsistency between the law of the state of
    15  New York and the law of the state of New Jersey, the law  of  the  state
    16  that provided the greatest rights of access shall apply.
    17    (iii) The provisions of article 78 of the civil practice law and rules
    18  of  the  state of New York or P.L.  1963, c. 73 (C. 47:1A-1 et seq.), of
    19  the laws of New Jersey,  as  applicable,  shall  apply  to  enforce  the
    20  provisions of this article.
    21    (iv)  The  Commission  shall  adopt and promulgate appropriate bylaws,
    22  rules, or regulations concerning the rights  of  the  public  to  obtain
    23  records of the commissioner's activities or public business.  Any rules,
    24  regulations,  or  bylaws  adopted  hereunder  shall  become  part of the
    25  minutes of the Commission and be posted on the Commission's website.
    26    (l) Legislative hearings. (i) The Commission, at the  request  of  the
    27  Assembly  or  Senate  of  the  New York state legislature or the General
    28  Assembly or Senate of the  New  Jersey  state  legislature,  may  appear
    29  before  a  committee  of  the  requesting  state legislative house, upon
    30  request by the presiding officer of that  state  legislative  house,  to
    31  present  testimony on any topic or subject requested by the committee or
    32  to respond to questions by members of the committee. The Assembly of the
    33  New York state legislature, the Senate of the New  York  state  legisla-
    34  ture,  the General Assembly of the New Jersey state legislature, and the
    35  Senate of the New Jersey state legislature shall each be entitled to two
    36  such requests per calendar year.
    37    (ii) The Assembly or Senate of the New York state legislature  or  the
    38  General  Assembly  or  Senate  of the New Jersey legislature may request
    39  attendance at such hearing of any named officer of the Commission.
    40    6. Duties of the Commission. The duties of the Commission shall be  to
    41  use  its efforts to accomplish, at such times as it is appropriate to do
    42  so, the following actions, provided that the Commission shall not be  in
    43  dereliction of its duties so long as it acts in good faith to accomplish
    44  such:
    45    (a)  Make  appropriate  application  for,  and  act as a coordinating,
    46  distributing, or recipient agency for, federal, state, or private  fund-
    47  ing  and  authorizations  necessary  or  appropriate  to  Facilitate the
    48  Project;
    49    (b) Cooperate  with  other  agencies  or  authorities  or  departments
    50  (federal,  state,  local,  and bi-state), Amtrak, and private parties to
    51  Facilitate the Project, including entering into agreements specifying  a
    52  party's  rights and obligations with respect to the Project, to create a
    53  Project capable of achieving long-term stability and Full Funding, with-
    54  out obligating the full faith and  credit  of  the  federal  government,
    55  either state or any local government thereof, or any other party, except
    56  as explicitly authorized by any party empowered by law to do so;

        A. 8126--A                         13

     1    (c) Adopt bylaws to govern the conduct of its affairs, and adopt rules
     2  and  regulations,  including  a  conflict of interest policy and code of
     3  ethics for commissioners and officers of the Commission, and make appro-
     4  priate orders to carry out and discharge its powers, duties,  and  func-
     5  tions;
     6    (d)  Expend  such funds as are required to effectuate the purposes set
     7  forth in this section and, until expenditure is required,  to  hold  and
     8  prudently invest funds;
     9    (e)  Recommend appropriate federal, state, and local government legis-
    10  lation and agency administrative action pertaining to the Project;
    11    (f) Within 18 months of the date the Commission organizes and not less
    12  than annually thereafter, prepare a progress report on  its  activities,
    13  and  submit  it,  together  with  any recommendations for state or local
    14  government legislation or agency administrative action to  the  governor
    15  of  the state of New Jersey, the president of the senate of the state of
    16  New Jersey, the speaker of the general assembly  of  the  state  of  New
    17  Jersey,  the  governor of the state of New York, the temporary president
    18  of the senate of the state of New York, and the speaker of the  assembly
    19  of the state of New York; and
    20    (g)  Take  such  other  action  as  may be necessary or appropriate to
    21  further the purposes of this act.
    22    7. Powers of the Commission.  The Commission shall have the  power  to
    23  undertake the following:
    24    (a)  Facilitate  the  project,  including, but not limited to, through
    25  contracts and agreements and other documents and instruments  which  the
    26  Commission  is  otherwise  authorized  to make, enter into, execute, and
    27  deliver; provided, however, that  the  Commission  shall  not  have  the
    28  authority  to operate or directly engage in transportation services such
    29  that the Commission would be subject to the jurisdiction of the  federal
    30  Surface Transportation Board;
    31    (b)  Sue  and  be  sued in its own name in federal and state courts in
    32  Mercer county, New Jersey and New York county, New York, it being under-
    33  stood that the commissioners shall have no obligation or  liability  for
    34  the acts or omissions of the commission;
    35    (c) Accept, receive, disburse, encumber and expend funds from whatever
    36  source  derived,  including,  without  limitation,  federal  assistance,
    37  grants and loans; state and  local  government  assistance,  grants  and
    38  loans; single state or bi-state agency assistance, grants and loans; and
    39  revenues  received  from  the  disposition of property; private sources,
    40  grants and loans; and Amtrak grants and loans, in each case  as  may  be
    41  necessary  to  accomplish  any  lawful  purpose  which the commissioners
    42  determine will Facilitate the Project and  achieve  long-term  stability
    43  and Full Funding;
    44    (d)   Acquire  (including,  without  limitation,  by  gift,  purchase,
    45  exchange or condemnation in accordance with  the  requirements  of  this
    46  act),  subdivide,  lease,  license,  take,  and  hold  property of every
    47  description and to manage such  property  and  develop  any  undeveloped
    48  property  owned,  leased,  or  controlled by it in a manner necessary or
    49  appropriate to Facilitate the Project;
    50    (e) Make, procure, enter  into,  execute  and  deliver  contracts  and
    51  agreements  and  other  documents and instruments as may be necessary or
    52  appropriate to carry out any power of the Commission under this act  and
    53  to  otherwise  accomplish  any  lawful  purpose  which the commissioners
    54  determine will Facilitate the Project,  including,  without  limitation,
    55  with  the federal government, the state of New Jersey, any local govern-
    56  ment thereof, the state of New York, with any local government  thereof,

        A. 8126--A                         14

     1  with any agency, instrumentality, department, commission or authority of
     2  any one or more of the foregoing, any bi-state agency, Amtrak, any indi-
     3  vidual  or  private firm, entity or corporation, or with any one or more
     4  of them;
     5    (f)  Make applications for and accept funding, permits, authorizations
     6  and approvals as may be  necessary  or  appropriate  to  accomplish  any
     7  lawful  purpose  which  the  commissioners determine will Facilitate the
     8  Project, including, without limitation, with the federal government, the
     9  state of New Jersey, any local government  thereof,  the  state  of  New
    10  York,  any  local  government thereof, with any agency, instrumentality,
    11  department, commission or authority of any one or more of the foregoing,
    12  any bi-state agency, Amtrak, any individual or private firm,  entity  or
    13  corporation, or with any one or more of them;
    14    (g)  Grant  public  and  private  entities the use of the Project or a
    15  portion thereof by way of  franchise,  concession,  license,  lease,  or
    16  otherwise,  provide  for payments to and accept payments from such enti-
    17  ties in exchange for value received from such  use,  work,  or  services
    18  performed or otherwise and to establish with Project users revenue shar-
    19  ing  agreements for the use of the Project, through which the Commission
    20  may accept a portion of tolls, fees, rates, charges, and rentals  estab-
    21  lished,  levied,  and  collected  by  a Project user, provided that such
    22  tolls, fees, rates, charges, and rentals do not conflict with applicable
    23  federal law, the laws of the state of New Jersey and the  state  of  New
    24  York,  and  paragraph (f) of subdivision three of this act, and provided
    25  further that the Commission shall not have the authority to set  passen-
    26  ger  fares  for  Amtrak  or  any  publicly  owned and operated passenger
    27  service utilizing the Project;
    28    (h) In accordance with subdivision fifteen of this act, adopt its  own
    29  public procurement rules and guidelines that the Commission deems neces-
    30  sary or appropriate to Facilitate the Project through any combination of
    31  means  and methods otherwise available to the Commission under this act,
    32  regardless of whether such combination is  generally  available  to  the
    33  state  of  New  Jersey,  any  local government thereof, the state of New
    34  York, any local government thereof, any agency, instrumentality, depart-
    35  ment, commission or authority of any one or more of  the  foregoing,  or
    36  any  bi-state  agency,  and  engage  and  contract with third parties in
    37  accordance with such procurement rules and guidelines;
    38    (i) In accordance with subdivision seventeen of this act, dispose  of,
    39  convey or transfer all or any portion of the Project for value as may be
    40  expeditious  for  the  Facilitation  of  the  Project, so long as it has
    41  determined that the transferee has or  is  provided  with  a  sufficient
    42  source of financing to acquire, operate, maintain and own the Project;
    43    (j)  Issue  and  guarantee  bonds, notes, or other evidence of indebt-
    44  edness, enter into loan agreements and otherwise borrow funds, or  incur
    45  indebtedness  or  other  future  payment  obligations  for any corporate
    46  purpose, including to effectuate Full Funding, and  to  assign,  pledge,
    47  mortgage,  secure,  encumber  and use its funds, assets, properties, and
    48  revenues for repayment thereof, to be payable out of the funds,  assets,
    49  properties, and revenues of the Commission without recourse to taxation,
    50  provided  that  the  Commission  shall  have no power to pledge the full
    51  faith and credit of the federal government, the state of New Jersey, any
    52  local government thereof, the state of New York,  any  local  government
    53  thereof or of Amtrak or the Port Authority of New York and New Jersey in
    54  connection  with the project, or to impose any obligation for payment of
    55  the bonds upon the federal government, the  state  of  New  Jersey,  any
    56  local  government  thereof,  the state of New York, any local government

        A. 8126--A                         15

     1  thereof or of Amtrak or the Port Authority of New York and  New  Jersey,
     2  in each case except as set forth in a binding agreement, or to otherwise
     3  commit  any  party  to  incur any liability in excess of its contractual
     4  obligations  in  connection  with the Project, and provided further that
     5  neither the commissioners nor any person executing any bonds  issued  or
     6  guaranteed by the Commission shall be liable personally on such bonds or
     7  be  subject to any personal liability or accountability by reason of the
     8  issuance thereof;
     9    (k)  Acquire  and  hold  securities  for  investment  purposes  or  in
    10  connection with the Facilitation of the Project;
    11    (l)  Appoint,  employ,  contract  with,  and compensate such officers,
    12  employees  and  agents,  including  engineers,  attorneys,  consultants,
    13  financial  advisors,  and such other persons or entities as the business
    14  of the Commission may require and to engage and dismiss  such  officers,
    15  employees,  and  agents  at will, and fix and provide for the qualifica-
    16  tion, appointment, removal, term,  tenure,  compensation,  pension,  and
    17  retirement rights of its officers and employees;
    18    (m)  Obtain  insurance  as  the  Commission  may deem advisable and to
    19  create a captive insurer to self-insure risk as  deemed  appropriate  by
    20  the Commission;
    21    (n)  Cooperate  with  the federal government, the state of New Jersey,
    22  any local government thereof, the state of New York, any  local  govern-
    23  ment thereof with any local government thereof, with any agency, instru-
    24  mentality, department, commission or authority of any one or more of the
    25  foregoing,  any bi-state agency, Amtrak, any individual or private firm,
    26  entity or corporation, or with any one or more of  them,  in  connection
    27  with the Project, and to enter into an agreement or agreements, notwith-
    28  standing  any  other  provision  of law of the states, general, special,
    29  charter or local, with the federal government, with  the  state  of  New
    30  Jersey,  any  local government thereof, the state of New York, any local
    31  government thereof any agency, instrumentality, department,  commission,
    32  or  authority  of any one or more of the foregoing, any bi-state agency,
    33  Amtrak, any individual or private firm, entity, or corporation, or  with
    34  any one or more of the same for or relating to the Project;
    35    (o)  Indemnify  individuals  and  entities  to  the extent required to
    36  facilitate the project;
    37    (p) Establish or acquire subsidiaries as required  to  Facilitate  the
    38  Project;
    39    (q)  Utilize  the  existing labor force in the states and foster labor
    40  harmony in allowing for adoption of efficient labor work rules and prac-
    41  tices during construction of the Project; and
    42    (r) Exercise all other powers as may be necessary  or  appropriate  in
    43  furtherance of, and consistent with, the purposes of this act.
    44    8.  Exemption  from  taxes,  local  laws.  (a) The Commission shall be
    45  performing essential governmental functions in exercising its powers and
    46  functions and in carrying out the provisions of this act and of any  law
    47  relating  thereto, and shall not be required to pay any taxes or assess-
    48  ments of any character, levied by either state or any  local  government
    49  thereof,  upon  any of the property used by it or its agents or contrac-
    50  tors for the Facilitation of the Project, or any income or revenue ther-
    51  efrom, including any profit from  a  sale,  lease  or  exchange,  or  in
    52  connection  with  the  transfer thereof or of any real property interest
    53  therein. Any bonds or other securities   or obligations  issued  by  the
    54  Commission, their transfer and the interest paid thereon or income ther-
    55  efrom,  including any profit from a sale or exchange, shall at all times
    56  be free from taxation by either state or any subdivision thereof.

        A. 8126--A                         16

     1    (b) The Commission shall, as a matter of policy, conform to the enact-
     2  ments, ordinances, resolutions, and regulations of the respective states
     3  and local governments where the Project is  located  in  regard  to  the
     4  construction  and maintenance of the Project and in regard to health and
     5  fire  protection  which  would  be  applicable  if the Commission were a
     6  private corporation, to the extent that the Commission finds it  practi-
     7  cable  so  to  do, without interfering with, impairing, or affecting the
     8  efficiency of its purposes under this act, or its ability to  effectuate
     9  the  Project  upon  a self-supporting basis, or its obligations, duties,
    10  and responsibilities to the two states, its bondholders, if any, and the
    11  general public, but the decision of the Commission as to whether  it  is
    12  practicable  so  to do shall be controlling. To that end, the Commission
    13  shall submit copies of plans and specifications for buildings and struc-
    14  tures to the appropriate state and local government officials and  shall
    15  consult with them with respect thereto, and shall receive their comments
    16  and  suggestions thereon, but the Commission shall make the final deter-
    17  mination as to which comments and suggestions to accept in  effectuating
    18  the project.
    19    (c)  Notwithstanding  the provisions of paragraph (a) of this subdivi-
    20  sion,  the  Commission  is  hereby  authorized  and  empowered,  in  its
    21  discretion,  to  enter into a voluntary agreement or agreements with any
    22  local government whereby the Commission may undertake to pay in lieu  of
    23  taxes a fair and reasonable sum, if any, annually in connection with any
    24  real  property  acquired  and  owned  by  the  Commission for any of the
    25  purposes of this act, and to provide for the  payment  as  a  rental  or
    26  additional  rental  charge  by  any person occupying any portion of such
    27  real property as lessee, vendee or otherwise of such fair and reasonable
    28  sum, provided that in no event shall  any  voluntary  agreement  entered
    29  into  by  the commission provide for the payment of an amount in lieu of
    30  taxes in excess of the amount last paid as taxes upon such real property
    31  prior to the time of its acquisition by the Commission.
    32    (d) Notwithstanding any other  provision  of  law,  general,  special,
    33  charter,  or  local,  each  local  government  is  hereby authorized and
    34  empowered to enter into such agreement or agreements  with  the  Commis-
    35  sion,  and  to  accept  the  payment or payments which the Commission is
    36  hereby authorized and empowered to make, and the  sums  so  received  by
    37  such local government shall be devoted to purposes to which taxes may be
    38  applied  in all affected taxing jurisdictions unless and until otherwise
    39  directed by law of the state in which such local government is located.
    40    9. Commission annual financial reporting. The Commission shall publish
    41  a comprehensive annual  financial  report,  submitted  annually  to  the
    42  governors  and  state  legislatures  of New York and New Jersey and made
    43  available on the Commission's website within 120 days after the  end  of
    44  its fiscal year.  The annual report shall include:
    45    (a)  an introductory section including: a letter of transmittal to the
    46  governors and legislatures of  New  York  and  New  Jersey;  information
    47  regarding  the  board,  Commission  officers and executive management; a
    48  letter to the board from the chief executive officer of  the  Commission
    49  highlighting  important  developments; a description of major Commission
    50  activities undertaken during the prior year; and a letter to  the  board
    51  from  the  chief financial officer of the Commission with respect to the
    52  consolidated financial statements of the Commission.
    53    (b) a financial section including: an  independent  auditor's  report;
    54  management's  discussion  and analysis; financial statements; its finan-
    55  cial reports certified by the co-chairpersons  and  vice-chairperson  of
    56  the  board,  chief executive officer, and chief financial officer of the

        A. 8126--A                         17

     1  Commission, including audited financials in  accordance  with  generally
     2  accepted accounting principles, known as GAAP, and the accounting stand-
     3  ards  issued  by  the  governmental accounting standards board, known as
     4  GASB,  grant and subsidy programs, current ratings, if any, of its bonds
     5  issued by recognized bond rating agencies and notice of changes in  such
     6  ratings,  and long-term liabilities, including leases and employee bene-
     7  fit plans; a schedule of its bonds and notes outstanding at the  end  of
     8  its  fiscal  year, together with a statement of the amounts redeemed and
     9  incurred during such fiscal year as part of a schedule of debt  issuance
    10  that  includes  the  date  of issuance, term, amount, interest rate, and
    11  means  of  repayment  including  all  refinancings,  calls,  refundings,
    12  defeasements,  and  interest rate exchange or other such agreements; and
    13  at a minimum  a  four-year  financial  plan,  including  a  current  and
    14  Projected  capital  budget, and an operating budget report, including an
    15  actual versus estimated budget, with  an  analysis  and  measurement  of
    16  financial and operating performance.
    17    (c)  a  corporate  information  section  providing: a list of all real
    18  property of the Commission; a list and full description of real property
    19  and personal property that has a sale price of over $10,000 disposed  of
    20  during  the  period,  including the price received by the Commission and
    21  the name of the purchaser for all property sold by the Commission during
    22  the period; a compensation schedule that  shall  include,  by  position,
    23  title and name of the person holding such position or title, the salary,
    24  compensation,  allowance and/or benefits provided to any officer, direc-
    25  tor, or employee in a decision making or  managerial  position  of  such
    26  Commission  whose  base  salary  is  in excess of $150,000; biographical
    27  information, not including confidential personal  information,  for  all
    28  directors  and  officers  and  employees  for  whom  salary reporting is
    29  required; a description of  the  Commission  and  its  board  structure,
    30  including  names of any committees and committee members, lists of board
    31  meetings and attendance, descriptions  of  major  Commission  units  and
    32  subsidiaries,  and  number of employees; its mission statement, charter,
    33  if any, and by-laws; and a description of  any  material  pending  liti-
    34  gation in which the Commission is involved as a party during the report-
    35  ing year.
    36    10.  Commission  audits  and  financial statements. (a) The Commission
    37  shall prepare financial statements on an  annual  basis,  in  accordance
    38  with  generally  accepted  accounting principles, known as GAAP, and the
    39  accounting standards issued by  the  governmental  accounting  standards
    40  board, known as GASB.
    41    (b)  The  board  shall  arrange  for  an independent firm of certified
    42  public accountants to perform an audit of the  financial  statements  of
    43  the Commission each year, in accordance with generally accepted account-
    44  ing  principles and standards referenced in paragraph (a) of this subdi-
    45  vision. Each independent  firm  of  certified  public  accountants  that
    46  performs  any  audit required by this subdivision shall timely report to
    47  the board:
    48    (i) all critical accounting policies and practices to be used; and
    49    (ii) other material written communications, that is not privileged  or
    50  confidential,  between the independent firm of certified public account-
    51  ants and the management of  the  Commission,  including  the  management
    52  letter  along  with  management's response or plan of corrective action,
    53  material corrections identified, or schedule of unadjusted differences.
    54    (c) Every financial statement prepared pursuant to this section  shall
    55  be  approved  by the board. As a condition to the issuance of the annual
    56  financial statements of the Commission, the chief executive officer  and

        A. 8126--A                         18

     1  the  chief financial officer of the Commission shall be required to make
     2  a written certification to that effect that, to the best of their  know-
     3  ledge  and  belief,  the  financial and other information in the consol-
     4  idated financial statements is accurate in all material respects and has
     5  been  reported  in  a manner designed to present fairly the Commission's
     6  net assets, changes in net assets, and cash flows,  in  accordance  with
     7  generally  accepted  accounting  principles  and standards referenced in
     8  paragraph (a) of this subdivision; and, that on the basis that the  cost
     9  of  internal controls should not outweigh their benefits, the Commission
    10  has established  a  comprehensive  framework  of  internal  controls  to
    11  protect  its  assets from loss, theft, or misuse, and to provide reason-
    12  able assurance regarding the reliability of financial reporting and  the
    13  preparation  of the consolidated financial statements in accordance with
    14  generally accepted accounting principles  and  standards  referenced  in
    15  paragraph (a) of this subdivision.
    16    (d)  Notwithstanding  any  other provision of law to the contrary, the
    17  Commission shall not contract with  an  independent  firm  of  certified
    18  public  accountants  for  audit services to the authority if the lead or
    19  coordinating audit partner having primary responsibility for the  audit,
    20  or  the audit partner responsible for reviewing the audit, has performed
    21  audit services for the two previous fiscal years of the Commission.
    22    (e) The Commission shall not contract with  the  independent  firm  of
    23  certified  public  accountants performing the Commission's audit for any
    24  non-audit services to such Commission contemporaneously with  the  audit
    25  including:
    26    (i) bookkeeping or other services related to the accounting records or
    27  financial statements of such Commission;
    28    (ii) financial information systems design and implementation;
    29    (iii) appraisal or valuation services, fairness opinions, or contribu-
    30  tion-in-kind reports;
    31    (iv) actuarial services;
    32    (v) internal audit outsourcing services;
    33    (vi) management functions or human services;
    34    (vii)  broker  or  dealer,  investment  advisor, or investment banking
    35  services; and
    36    (viii) legal services and expert services unrelated to the audit.
    37    (f) The Commission shall not contract  with  an  independent  firm  of
    38  certified  public  accountants for any audit service if the chief execu-
    39  tive officer, chief financial officer, or any other person serving in an
    40  equivalent position for the Commission, was employed by that independent
    41  firm of certified public accountants and participated in any capacity in
    42  the audit of the Commission during the one  year  period  preceding  the
    43  date of the initiation of the audit.
    44    (g) The Commission shall make accessible to the public via its website
    45  an  executive summary of its most recent independent audit report unless
    46  such information is exempt from disclosure pursuant  to  either  state's
    47  freedom of information laws.
    48    11.  Debt  issuance.  (a)  The  issuance of any bonds, notes, or other
    49  instruments of indebtedness by the Commission shall be undertaken  in  a
    50  manner  consistent  with  applicable  laws  governing the Commission and
    51  covenants with the holders of the commission's bonds,  notes,  or  other
    52  instruments of indebtedness.
    53    (b)  At least sixty days prior to an intended issuance, the Commission
    54  shall submit to the governor, and legislature of each state a  statement
    55  of  intent  in  regards  to the issuance of and overall amount of bonds,

        A. 8126--A                         19

     1  notes, or other debt obligations anticipated, at the time the  statement
     2  is submitted, during the next fiscal year.
     3    12.  Capital  plan.  (a) No later than January thirtieth, two thousand
     4  twenty, the Commission shall adopt a ten-year capital plan with  respect
     5  to  Project assets, if any, for which the Commission has ongoing mainte-
     6  nance obligations that is developed using a comprehensive planning proc-
     7  ess and risk-based prioritization that considers asset condition, opera-
     8  tional and revenue impact, threat assessment, customer service, regional
     9  benefit, and regulatory or  statutory  requirements.  The  capital  plan
    10  shall be dependent upon the availability of sufficient funding and other
    11  resources to pursue the capital Projects proposed for the ten-year peri-
    12  od.  Performance  progress and revisions to reflect changes in programs,
    13  policies, and Projects and the environment in which the Commission oper-
    14  ates by the board, and the capital plan shall be revised periodically as
    15  necessary and appropriate, and shall be reviewed with the board  annual-
    16  ly.  The  Commission shall publish an annual report on the status of the
    17  capital program and such report shall be made publicly available on  the
    18  Commission's  website.  Prior to adoption of a capital plan, the Commis-
    19  sion shall make the  proposed  plan  available  for  public  review  and
    20  comments  on  its  public  website  for  at  least  four  weeks prior to
    21  approval, and all comments received by the Commission are to be distrib-
    22  uted to the board for review prior to consideration of the capital plan.
    23    (b) The Commission shall also provide that major capital Projects  are
    24  monitored  by external engineering consultants. The external engineering
    25  consultants shall prepare annual reports to be provided to the board and
    26  made available to the public. The annual reports  prepared  by  external
    27  engineering  consultants shall include, but not be limited to, a compar-
    28  ison of actual and target performance measures including, but not limit-
    29  ed to, costs and construction schedules, and a narrative explanation  of
    30  any discrepancy thereof.  For the purposes of this section: "Major capi-
    31  tal  Project"  means  an  undertaking  or  program  for the acquisition,
    32  creation, or development of any crossing,  transportation  facility,  or
    33  commerce  facility  or any part thereof, with an estimated total Project
    34  cost in excess of $500,000,000.
    35    13. Operating budget. The Commission shall prepare a  detailed  annual
    36  operating  budget  beginning  with  the fiscal year commencing after the
    37  effective date of this act. A preliminary annual operating budget  shall
    38  be  made publicly available on the Commission's website each fiscal year
    39  and a final annual operating budget shall be made publicly available  on
    40  the  Commission's  website  each  fiscal  year. The time with which such
    41  preliminary annual operating budget and final  annual  operating  budget
    42  shall  be made public during each fiscal year shall be determined by the
    43  Commission.
    44    14. (a) The minutes  of  every  meeting  of  the  Gateway  Development
    45  Commission  held under or within the purview of this act shall be forth-
    46  with transmitted, by and under the certification of the Commission ther-
    47  eof, to the Governor of each state. No action taken at such  meeting  by
    48  any  commissioner  appointed from each respective state shall have force
    49  or effect for a period of ten days, Saturdays, Sundays, and public holi-
    50  days excepted, after the minutes shall  have  been  so  transmitted  and
    51  delivered  unless  the  respective  Governor  shall  finally approve the
    52  minutes or any part thereof, reciting any such action, within said  ten-
    53  day period.
    54    (b)  Each  Governor  shall,  within  ten days, exclusive of Saturdays,
    55  Sundays, or public holidays, after the minutes shall have been so deliv-
    56  ered, cause the same to be returned to the Gateway  Development  Commis-

        A. 8126--A                         20

     1  sion  either  with  or without his veto on any action therein recited as
     2  having been taken by any  commissioner  appointed  from  the  Governor's
     3  respective  state.  If  the  Governor does not return the minutes within
     4  said  ten-day period, any action therein recited as having been taken at
     5  such meeting by any commissioner appointed from the  Governor's  respec-
     6  tive state shall have force and effect according to the wording thereof.
     7    15.  Contracts  of  the  Commission.  (a) Definitions. As used in this
     8  subdivision, the following  terms  shall  have  the  following  meanings
     9  unless otherwise specified:
    10    (i)  "Construction  item"  means  any  such  item  or material used in
    11  construction and which is procured directly by the Commission or  office
    12  or  any  such  item  or  material commonly used in construction which is
    13  procured by a person, other than a municipality, under contract with the
    14  commission.
    15    (ii) "Practicable" means capable of being used without  violating  the
    16  following criteria:  performance, availability at a reasonable period of
    17  time and maintenance of a satisfactory level of completion.
    18    (iii)  "Product" means any material, supply, equipment or construction
    19  item or other item whether  real  or  personal  property  which  is  the
    20  subject  of any purchase, barter, or other exchange made to procure such
    21  product.
    22    (iv) "Secondary materials" means any material recovered from or other-
    23  wise destined for the waste stream, including but not limited to,  post-
    24  consumer  material, industrial scrap material, and overstock or obsolete
    25  inventories  from  distributors,  wholesalers  and  other  companies  as
    26  defined in rules and regulations promulgated by the New York commission-
    27  er  of  general  services but such term does not include those materials
    28  and byproducts generated from, and commonly reused  within  an  original
    29  manufacturing process.
    30    (v)  "Specification"  means  any  description of the physical or func-
    31  tional characteristics, or of the nature of a material,  supply,  equip-
    32  ment  or construction item. It may include a description of any require-
    33  ment for inspecting, testing or preparing a material, supply,  equipment
    34  or construction item for delivery.
    35    (b)  Specifications.  The  Commission  shall create and update product
    36  specifications to ensure that:
    37    (i) Specifications do not exclude the  use  of  products  manufactured
    38  from  secondary  materials or require that products be manufactured from
    39  virgin materials only, provided however, the specifications may  include
    40  such  an  exclusion if the Commission demonstrates that for a particular
    41  end use a product containing secondary materials would not  meet  neces-
    42  sary  performance  standards  or  that the cost of such products exceeds
    43  that of similar products manufactured from virgin materials.
    44    (ii) Performance standards, specifications and  a  product's  intended
    45  end use are related, and clearly identified when feasible.
    46    (iii) Specifications are not overly stringent for a particular end use
    47  or performance standard.
    48    (iv)  Specifications incorporate or require the use of secondary mate-
    49  rials  to  the  maximum  extent  practicable  without  jeopardizing  the
    50  performance  or intended end use of the product; provided however, where
    51  the Commission demonstrates that for a  particular  end  use  a  product
    52  containing  secondary  materials  would  not  meet necessary performance
    53  standards or that the cost of  such  product  exceeds  that  of  similar
    54  products  manufactured  from  virgin materials, such specifications need
    55  not incorporate or require the use of secondary materials.

        A. 8126--A                         21

     1    (c) Ground for cancellation of contract by the  Commission.  A  clause
     2  shall  be  inserted in all specifications or contracts hereafter made or
     3  awarded by the Commission, for work  or  services  performed  or  to  be
     4  performed  or goods sold or to be sold, to provide that upon the refusal
     5  by  a  person,  when called before a grand jury, head of a state depart-
     6  ment, temporary state Commission or other agency of  the  state  of  New
     7  York  or  the state of New Jersey, the organized crime task force in the
     8  department of law of the state of New York, head of a  city  department,
     9  or  other  city  agency,  which is empowered to compel the attendance of
    10  witnesses and examine them under oath, to testify  in  an  investigation
    11  concerning  any  transaction  or contract had with the applicable state,
    12  any political subdivision thereof, a public authority or with any public
    13  department, agency or official of the state of New York or the state  of
    14  New  Jersey  or  of  any  political  subdivision  thereof or of a public
    15  authority, to sign a waiver  of  immunity  against  subsequent  criminal
    16  prosecution  or  to  answer any relevant question concerning such trans-
    17  action or contract, such person, and any  firm,  partnership  or  corpo-
    18  ration  of  which  he  or  she is a member, partner, director or officer
    19  shall be disqualified from thereafter selling to or submitting  bids  to
    20  or receiving awards from or entering into any contracts with the Commis-
    21  sion  or  official thereof, for goods, work or services, for a period of
    22  five years after such refusal.
    23    (d) Disqualification to contract with the Commission. Any person  who,
    24  when  called  before a grand jury, head of a state department, temporary
    25  state Commission or other state agency of the state of New York  or  the
    26  state of New Jersey, the organized crime task force in the department of
    27  law  of  the state of New York, head of a city department, or other city
    28  agency, which is empowered to compel the  attendance  of  witnesses  and
    29  examine  them  under oath, to testify in an investigation concerning any
    30  transaction or contract had with the  applicable  state,  any  political
    31  subdivision  thereof,  a  public  authority or with a public department,
    32  agency or official of the state or of any political subdivision  thereof
    33  or  of  a public authority, refuses to sign a waiver of immunity against
    34  subsequent criminal prosecution or  to  answer  any  relevant  questions
    35  concerning  such  transaction  or contract, and any firm, partnership or
    36  corporation, of which he or she is a member, partner, director or  offi-
    37  cer  shall be disqualified from thereafter selling to or submitting bids
    38  to or receiving awards from or entering  into  any  contracts  with  the
    39  Commission  or  any  official  of  the  commission,  for  goods, work or
    40  services, for a period of five years  after  such  refusal  or  until  a
    41  disqualification  shall  be  removed pursuant to the provisions of para-
    42  graph (e) of this subdivision. It shall  be  the  duty  of  the  officer
    43  conducting  the investigation before the grand jury, the head of a state
    44  department, the chairman of the  temporary  state  Commission  or  other
    45  state  agency  of  the state of New York or the state of New Jersey, the
    46  organized crime task force in the department of law of the state of  New
    47  York,  the  head  of a city department or other city agency before which
    48  the refusal occurs to send notice of such  refusal,  together  with  the
    49  names  of  any  firm,  partnership or corporation of which the person so
    50  refusing is known to be a member, partner, officer or director,  to  the
    51  commissioner  of transportation of the state of New York or the state of
    52  New Jersey, or the commissioner of general services as the case may  be,
    53  and  the appropriate departments, agencies and officials of the applica-
    54  ble state, political subdivisions thereof  or  public  authorities  with
    55  whom the persons so refusing and any firm, partnership or corporation of
    56  which  he  or she is a member, partner, director or officer, is known to

        A. 8126--A                         22

     1  have a contract. However, when such refusal occurs before a  body  other
     2  than  a  grand jury, notice of refusal shall not be sent for a period of
     3  ten days after such refusal occurs. Prior  to  the  expiration  of  this
     4  ten-day  period,  any person, firm, partnership or corporation which has
     5  become liable to the  cancellation  or  termination  of  a  contract  or
     6  disqualification  to  contract on account of such refusal may commence a
     7  special proceeding at a special term of the supreme court of New York or
     8  superior court of New Jersey, held within the judicial district in which
     9  the refusal occurred, for an order determining whether the questions  in
    10  response to which the refusal occurred were relevant and material to the
    11  inquiry.  Upon  the commencement of such proceeding, the sending of such
    12  notice of refusal to answer shall be subject to order of  the  court  in
    13  which  the  proceeding  was brought in a manner and on such terms as the
    14  court may deem just. If a proceeding is not  brought  within  ten  days,
    15  notice of refusal shall thereupon be sent as provided in this paragraph.
    16    (e) Removal of disqualification of public contractors by petition. (i)
    17  Any  firm,  partnership  or  corporation which has become subject to the
    18  cancellation  or  termination  of  a  contract  or  disqualification  to
    19  contract  on  account  of  the refusal of a member, partner, director or
    20  officer thereof to waive immunity when called to testify, as provided in
    21  paragraph (d) of this subdivision, may, upon ten  days'  notice  to  the
    22  attorney  general  of the state in which the refusal occurred and to the
    23  officer who conducted the investigation before the grand jury  or  other
    24  body  in  which the refusal occurred, commence a special proceeding at a
    25  special term of the supreme court of New York or superior court  of  New
    26  Jersey  held  within the judicial district in which the refusal occurred
    27  for a judgment  discontinuing  the  disqualification.  Such  application
    28  shall be in the form of a petition setting forth grounds, including that
    29  the  cooperation  by petitioner with the grand jury or other body at the
    30  time of the refusal was such, and the amount and degree of  control  and
    31  financial  interest,  if  any,  in  the petitioning firm, partnership or
    32  corporation by the member, partner, officer or director who  refused  to
    33  waive  immunity  is  such  that it will not be in the public interest to
    34  cancel or terminate petitioner's contracts or to continue the  disquali-
    35  fication,  as  provided  in paragraph (d) of this subdivision. A copy of
    36  the petition and accompanying papers shall be served with the notices to
    37  be given pursuant to this subdivision.
    38    (ii) Upon the filing of a petition described in  subparagraph  (i)  of
    39  this  paragraph  the court may stay as to petitioner, pending a decision
    40  upon the petition, the cancellation  or  termination  of  any  contracts
    41  resulting from such refusal upon such terms as to notice or otherwise as
    42  may be just.
    43    (iii)  At  least  two  days  prior  to the return day, the officer who
    44  conducted the investigation before the grand jury or other body and  the
    45  attorney  general may file answers to the petition or apply for judgment
    46  dismissing the petition as a matter of law. On or before the return  day
    47  the petitioner may file a reply to the answer.
    48    (iv)  Upon  the return day the court may, upon the petition and answer
    49  and other papers filed, forthwith  render  such  judgment  as  the  case
    50  requires,  or if a triable issue of fact is duly raised, it shall forth-
    51  with be tried before a court sitting without a jury or before a referee.
    52  The provisions of statute or rule  governing  references  in  an  action
    53  shall apply to a reference under this subdivision.
    54    (v)  The  court  shall  render judgment dismissing the petition on the
    55  merits or discontinuing the disqualification upon the  ground  that  the
    56  public interest would be served by its discontinuance, and granting such

        A. 8126--A                         23

     1  other  relief  as to the cancellation or termination of contracts as may
     2  be appropriate, but without costs to petitioner.
     3    (f) Statement of non-collusion in bids or proposals to the Commission.
     4  (i)  Every  bid  or  proposal hereafter made to the Commission or to any
     5  official of the Commission, where competitive bidding is  utilized,  for
     6  work  or  services  performed  or to be performed or goods sold or to be
     7  sold, shall contain the following statement subscribed by the bidder and
     8  affirmed by such bidder as true under the penalties of perjury:
     9    "1. By submission of this bid, each bidder and each person signing  on
    10  behalf  of  any  bidder  certifies,  and in the case of a joint bid each
    11  party thereto certifies as to its own  organization,  under  penalty  of
    12  perjury, that to the best of his knowledge and belief:
    13    2.  The  prices in this bid have been arrived at independently without
    14  collusion, consultation, communication, or agreement, for the purpose of
    15  restricting competition, as to any matter relating to such  prices  with
    16  any other bidder or with any competitor;
    17    3. Unless otherwise required by law, the prices which have been quoted
    18  in this bid have not been knowingly disclosed by the bidder and will not
    19  knowingly be disclosed by the bidder prior to opening, directly or indi-
    20  rectly, to any other bidder or to any competitor; and
    21    4.  No  attempt  has been made or will be made by the bidder to induce
    22  any other person, partnership or corporation to submit or not to  submit
    23  a bid for the purpose of restricting competition."
    24    (ii)  A  bid  shall not be considered for award nor shall any award be
    25  made where the provisions of subparagraph (i) of this paragraph have not
    26  been complied with; provided however, that if in  any  case  the  bidder
    27  cannot  make  the foregoing certification, the bidder shall so state and
    28  shall furnish with the bid a signed statement which sets forth in detail
    29  the reasons therefor. Where the provisions of subparagraph (i)  of  this
    30  paragraph  have  not been complied with, the bid shall not be considered
    31  for award nor shall any award be made unless the Commission or  official
    32  thereof  determines that such disclosure was not made for the purpose of
    33  restricting competition. The fact that a bidder (A) has published  price
    34  lists, rates, or tariffs covering items being procured, (B) has informed
    35  prospective  customers  of  proposed  or  pending  publication of new or
    36  revised price lists for such items, or (C) has sold the  same  items  to
    37  other customers at the same prices being bid, does not constitute, with-
    38  out more, a disclosure.
    39    (iii)  Any  bid hereafter made to the Commission by a corporate bidder
    40  for work or services performed or to be performed or goods sold or to be
    41  sold, where competitive bidding is utilized, and where such bid contains
    42  the certification referred to in subparagraph  (i)  of  this  paragraph,
    43  shall be deemed to have been authorized by the board of directors of the
    44  bidder,  and  such  authorization shall be deemed to include the signing
    45  and submission of the bid and the inclusion therein of  the  certificate
    46  as to non-collusion as the act and deed of the corporation.
    47    (g)  Procurement  contracts. (i) Definitions. For the purposes of this
    48  subdivision:
    49    (A) "Allowable indirect costs" means those costs incurred by a profes-
    50  sional firm that are generally associated with overhead which cannot  be
    51  specifically  identified  with  a  single  Project  or  contract and are
    52  considered reasonable and allowable under  specific  state  contract  or
    53  allowability limits.
    54    (B)  "Minority  business  enterprise"  means  any business enterprise,
    55  including a sole proprietorship, partnership, or corporation: with  more
    56  than fifty percent of the ownership interest owned by one or more minor-

        A. 8126--A                         24

     1  ity  group  members  or, in the case of a publicly-owned business, where
     2  more than fifty percent of the common stock or  other  voting  interests
     3  are  owned  by one or more minority group members; in which the minority
     4  ownership  is  real,  substantial, and continuing; in which the minority
     5  ownership has and exercises the authority to control  independently  the
     6  day-to-day  business  decisions  of the enterprise; and authorized to do
     7  business in the state of New York or the state of New Jersey,  independ-
     8  ently owned and operated, and not dominant in its field.
     9    (C) "Minority group member" means a United States citizen or permanent
    10  resident  alien  who  is  and  can  demonstrate membership in one of the
    11  following groups:   black persons having origins in  any  of  the  black
    12  African  racial groups not of Hispanic origin; Hispanic persons of Mexi-
    13  can, Puerto Rican, Dominican, Cuban, Central or South American of either
    14  Indian or Hispanic origin, regardless of race; Asian and Pacific  Islan-
    15  der  persons  having origins in any of the Far East, Southeast Asia, the
    16  Indian subcontinent or the Pacific Islands; or Native  American  persons
    17  having origins in any of the original peoples of North America.
    18    (D)  "Professional  firm" means any individual or sole proprietorship,
    19  partnership, corporation, association, or other legal  entity  permitted
    20  by  law  to  practice  the  professions of architecture, engineering, or
    21  surveying.
    22    (E) "Women-owned business enterprise"  means  a  business  enterprise,
    23  including  a  sole proprietorship, partnership or corporation: with more
    24  than fifty percent of the ownership interest owned by one or more United
    25  States citizens or permanent resident aliens who are women  or,  in  the
    26  case  of a publicly-owned business, where more than fifty percent of the
    27  common stock or other voting interests is owned by United  States  citi-
    28  zens  or permanent resident aliens who are women; in which the ownership
    29  interest of women is real, substantial, and  continuing;  in  which  the
    30  women ownership has and exercises the authority to control independently
    31  the  day-to-day  business decisions of the enterprise; and authorized to
    32  do business in the state of New York or the state of New  Jersey,  inde-
    33  pendently owned and operated, and not dominant in its field.
    34    (F) "Procurement contracts" means any written agreement for the acqui-
    35  sition  of  goods  or  services  of any kind, in the actual or estimated
    36  amount of five thousand dollars or more.
    37    (ii) The Commission shall adopt by resolution comprehensive guidelines
    38  which detail the Commission's operative policy and instructions  regard-
    39  ing   the   use,  awarding,  monitoring  and  reporting  of  procurement
    40  contracts. Such guidelines shall be annually reviewed  and  approved  by
    41  the Commission.
    42    (iii) The guidelines approved by the Commission shall include, but not
    43  be limited to the following:
    44    (A) A description of the types of goods purchased, and for procurement
    45  contracts  for  services, a description of those areas of responsibility
    46  and oversight requiring the use of personal services and the reasons for
    47  the use of personal services in such areas.
    48    (B) Requirements regarding the selection of contractors,  which  shall
    49  include provisions:
    50    (1)  for the selection of such contractors on a competitive basis, and
    51  provisions relating to the circumstances under which the  board  may  by
    52  resolution waive competition; and
    53    (2) setting forth responsibilities of contractors.
    54    (C)  An  identification of those areas or types of contracts for which
    55  minority or women-owned business enterprises  may  best  bid  so  as  to

        A. 8126--A                         25

     1  promote  and  assist  participation by such enterprises and facilitate a
     2  fair share of the awarding of contracts to such enterprises.
     3    (D) Requirements for providing notice, in addition to any other notice
     4  of  procurement  opportunities,  to professional and other organizations
     5  that serve minority and women-owned business enterprises  providing  the
     6  types of services procured by the Commission.
     7    (E) The establishment of appropriate goals for participation by minor-
     8  ity or women-owned business enterprises in procurement contracts awarded
     9  by  the  Commission  and for the utilization of minority and women-owned
    10  enterprises as subcontractors and suppliers by entities having  procure-
    11  ment contracts with the Commission.
    12    (F)  A  listing of the types of provisions to be contained in procure-
    13  ment contracts, including provisions concerning the nature and  monitor-
    14  ing  of  the  work  to  be performed, the use of Commission supplies and
    15  facilities, the use of Commission personnel and any other provisions.
    16    (G) Provisions regarding procurement contracts  which  involve  former
    17  officers or employees of the Commission.
    18    (H)  Policies to promote the participation by business enterprises and
    19  residents of the state of New York  and  the  state  of  New  Jersey  in
    20  procurement contracts.
    21    (iv) For the purposes of this paragraph:
    22    (A)  "New  Jersey  business  enterprise"  means a business enterprise,
    23  including a sole  proprietorship,  partnership,  or  corporation,  which
    24  offers  for  sale  or  lease  or other form of exchange, goods which are
    25  sought by the  Commission  and  which  are  substantially  manufactured,
    26  produced or assembled in New Jersey, or services which are sought by the
    27  Commission and which are substantially performed within New Jersey.
    28    (B)  "New  Jersey  resident"  means  a  natural person who maintains a
    29  fixed, permanent, and principal home located within New  Jersey  and  to
    30  which  such  person,  whenever  temporarily  located,  always intends to
    31  return.
    32    (C) "New York resident" means a natural person who maintains a  fixed,
    33  permanent  and principal home located within New York state and to which
    34  such person, whenever temporarily located, always intends to return.
    35    (D) "New York state business enterprise" means a business  enterprise,
    36  including  a  sole  proprietorship,  partnership,  or corporation, which
    37  offers for sale or lease or other form  of  exchange,  goods  which  are
    38  sought  by  the  Commission  and  which  are substantially manufactured,
    39  produced or assembled in New York state, or services which are sought by
    40  the Commission and which are substantially  performed  within  New  York
    41  state.
    42    (v)  The  Commission  shall  have the power from time to time to amend
    43  such procurement contract guidelines in accordance with  the  provisions
    44  of this subdivision.
    45    (vi)  The  Commission  shall  annually prepare and approve a report on
    46  procurement contracts, where any such contracts have been  entered  into
    47  for  such year, which shall include the guidelines, as specified in this
    48  subdivision, an explanation of the guidelines and any amendments thereto
    49  since the last annual report. Such report on procurement  contracts  may
    50  be a part of any other annual report that the corporation is required to
    51  make.
    52    (vii)  The  Commission shall annually submit its report on procurement
    53  contracts to the governor of New York and the governor of New Jersey and
    54  copies thereof to the New York  senate  finance  committee,  New  Jersey
    55  senate budget committee, the New York assembly ways and means committee,
    56  the  New  Jersey  general assembly appropriations committee, and the New

        A. 8126--A                         26

     1  York state authorities budget office. The Commission shall  make  avail-
     2  able  to  the  public copies of its report on procurement contracts upon
     3  reasonable request therefor.
     4    (viii)  Nothing  contained in this paragraph shall be deemed to alter,
     5  affect the validity of, modify the terms of or impair  any  contract  or
     6  agreement  made  or  entered into in violation of, or without compliance
     7  with, the provisions of this section.
     8    16. Subsidiaries of the Commission. (a) The commission  shall  provide
     9  notice  to the governor of each state, the majority leader of each house
    10  of the legislature of each state no less than sixty days  prior  to  the
    11  formation of the subsidiary.
    12    (b)  The creation of a subsidiary corporation shall be approved by the
    13  board.
    14    (c) Within sixty days of the effective date of this  act,  and  on  or
    15  before  the  first  day of January of each year annually thereafter, any
    16  subsidiary  corporation,  in  cooperation  with  the  Commission,  shall
    17  provide  to  the  governor and legislature of each state a report on the
    18  subsidiary corporation. The report shall include for each subsidiary:
    19    (i) the complete legal name, address, and contact information  of  the
    20  subsidiary;
    21    (ii)  the  structure  of the organization of the subsidiary, including
    22  the names and titles of each of its members, directors, and officers, as
    23  well as a chart of its organizational structure;
    24    (iii) the complete bylaws and legal organization papers of the subsid-
    25  iary;
    26    (iv) a complete  report  of  the  purpose,  operations,  mission,  and
    27  Projects of the subsidiary; and
    28    (v)  any  other information the subsidiary corporation deems important
    29  to include in the report.
    30    (d) Sixty days prior to the issuance of any  debt  by  the  subsidiary
    31  corporation,  or the Commission on behalf of the subsidiary corporation,
    32  the Commission shall in addition to any  other  requirements  concerning
    33  the  issuance  of debt by the Commission, provide notice to the governor
    34  of each state, and the majority leader of each house of the  legislature
    35  of  each  state.  For purposes of this subdivision, as applicable to New
    36  York state "majority leader" shall mean the speaker of the  assembly  of
    37  the  New  York state legislature or temporary president of the senate of
    38  the New York state legislature.  For purposes of this section, as appli-
    39  cable to the state of New Jersey "majority leader" shall mean the presi-
    40  dent of the senate or the speaker of the general assembly of  the  state
    41  of New Jersey.
    42    17.  Disposition  of  property by the Commission. (a) Any sale of real
    43  property by the Commission shall be undertaken and conducted pursuant to
    44  the provisions of the existing laws governing the sale of real  property
    45  by  the  Commission  in the state in which such real property is located
    46  and by approval of the board.
    47    (b) No disposition of real property, or any interest in real property,
    48  shall be made unless an appraisal of the value of such real property has
    49  been made by an independent appraiser and included in the record of  the
    50  transaction,  and,  provided  further,  that no disposition of any other
    51  real property, which because of its unique nature or the unique  circum-
    52  stances  of  the proposed transaction is not readily valued by reference
    53  to an active market for similar real property, shall be made  without  a
    54  similar appraisal.
    55    (c)  Disposal  of  real  property  for less than fair market value. No
    56  property owned, leased, or otherwise in the control  of  the  Commission

        A. 8126--A                         27

     1  may  be  sold,  leased,  or  otherwise  alienated for less than its fair
     2  market value unless:
     3    (i)  the  transferee  is  a government or other public entity, and the
     4  terms and conditions of the transfer require that the ownership and  use
     5  of the real property will remain with the government or any other public
     6  entity; or
     7    (ii)  the  purpose  of the transfer is within the purpose, mission, or
     8  governing statute of the Commission and a written determination is  made
     9  by  the  board  that  there is no reasonable alternative to the proposed
    10  below-market transfer that would achieve the same purpose of such trans-
    11  fer, prior to board approval of such a transfer.
    12    (d) The board shall adopt, prior to the appropriation of any property,
    13  appropriate rules and regulations concerning  disposition,  acquisition,
    14  and  transfer  of  real property or any interest in real property by the
    15  Commission which shall, at a minimum, include  a  requirement  that  the
    16  following  information  be  made  available  to the board at the meeting
    17  where approval of such a disposition, acquisition or transfer is  sched-
    18  uled:
    19    (i) a full description of the property;
    20    (ii)  a description of the purpose of the disposition, acquisition, or
    21  transfer;
    22    (iii) a statement of the value to be received from such a disposition,
    23  acquisition, or transfer;
    24    (iv) the names of any private parties participating  in  the  disposi-
    25  tion, acquisition, or transfer; and
    26    (v)  in  the  case of a property disposition for less than fair market
    27  value, an explanation and a written  determination  by  the  board  that
    28  there  is  no  reasonable alternative to the proposed below-market value
    29  that would achieve the same purpose of such disposition.
    30    (e) Not less than ten days in advance of any meeting of the  board  at
    31  which  the  board is to consider an action to authorize the sale of real
    32  property owned by the Commission, the chief  executive  officer  of  the
    33  Commission  shall  provide  public  notice of such proposed action along
    34  with relevant material terms and provisions of such sale including,  but
    35  not limited to, the information made available pursuant to paragraph (b)
    36  of this subdivision, by posting on the Commission's website.
    37    (f) The chief executive officer may authorize or arrange for contracts
    38  for  the  sale  of  personal  property owned by the Commission upon such
    39  terms and conditions as the chief executive officer may deem proper  and
    40  execute  the  same  on  behalf of the Commission where the value of such
    41  personal property is not in excess  of  $1,000,000;  provided,  however,
    42  that personal property valued at more than $250,000 shall not be sold by
    43  authority  of  the  chief  executive  officer  other than to the highest
    44  bidder after public advertisement.   Where the value  of  such  personal
    45  property  is  in excess of $1,000,000, the sale of such property must be
    46  authorized by the board upon such terms as the board may deem proper.
    47    (g) The Commission may retain  brokers  or  third-party  vendors  that
    48  facilitate  online  auctions, or assist in disposing of surplus real and
    49  personal property of the port authority.
    50    18. (a) Notwithstanding the provisions of any general or special stat-
    51  utes, the comptroller of the state of New York and  the  comptroller  of
    52  the state of New Jersey and their legally authorized representatives are
    53  hereby  authorized  and  empowered  from  time  to  time  to examine the
    54  accounts books of the Commission, including  their  receipts,  disburse-
    55  ments, contracts, leases, sinking fund, investments and such other items
    56  referring  to their financial standing and receipts and disbursements as

        A. 8126--A                         28

     1  such comptroller may deem proper. Such examination may be made by either
     2  comptroller at any time or both comptrollers acting together.
     3    (b)  The  comptrollers of the respective states acting individually or
     4  collectively shall report to the governors and the legislatures  of  the
     5  respective states the result of such examination.
     6    19.  State  commitment.  The  state of New Jersey and the state of New
     7  York shall provide equal funding for phase one of the  Project.  To  the
     8  extent  that  the  port  authority  of  New York and New Jersey provides
     9  support for debt service obligations  incurred  by  the  Commission  for
    10  phase  one,  the value of that support will be ascribed one-half each to
    11  the state of New York and the state of New Jersey in  determining  their
    12  total funding for the state commitment to phase one. The governor of New
    13  Jersey,  the governor of New York and the executive director of the port
    14  authority shall execute a  memorandum  of  understanding  detailing  the
    15  timing  and  source  of funding for their commitment to phase one of the
    16  Project, and if agreed to in an amendment to a memorandum, for phase two
    17  of the Project or portions thereof.
    18    For any toll or fee imposed on an  instrumentality  of  either  state,
    19  pursuant  to  a  memorandum  of  understanding executed pursuant to this
    20  section, the revenue generated from that toll or fee shall count  toward
    21  that  state's  share  for  purposes  of  any memorandum of understanding
    22  established pursuant to this section.
    23    20. The facilitation of any portion of the  Project  that  is  located
    24  within  New  York  state  shall  be  designated public work and shall be
    25  subject to the respective provisions of New York state  labor  law  that
    26  are  applicable as a result of such designation. However, nothing herein
    27  shall be construed to prevent the compliance  with  federal  law,  regu-
    28  lations or other requirements for any portion of the Project anticipated
    29  to  be funded by federal funding. The facilitation of any portion of the
    30  Project that is located within the state of New Jersey shall  be  desig-
    31  nated  public  work and shall be subject to the respective provisions of
    32  New Jersey state labor law that are  applicable  as  a  result  of  such
    33  designation.  However,  nothing herein shall be construed to prevent the
    34  compliance with federal law, regulations or other requirements  for  any
    35  portion of the Project anticipated to be funded by federal funding.
    36    §  3.  Subdivisions  1,  2 and 3 of section 14-c of the transportation
    37  law, as added by chapter 639 of the laws of 1971, are amended to read as
    38  follows:
    39    1. The department of transportation may cooperate  and  contract  with
    40  the  national  railroad  passenger  corporation  or if deemed necessary,
    41  desirable or convenient by the commissioner to facilitate  the  purposes
    42  of  this section, with gateway development commission to the extent that
    43  commission is so authorized to act under its  authorizing  statute,  for
    44  any  intercity  rail  passenger services deemed necessary, convenient or
    45  desirable by the commissioner, within the amounts available by appropri-
    46  ation therefor, as such services are  made  available  pursuant  to  the
    47  provisions of the rail passenger service act of nineteen hundred seventy
    48  and any acts amendatory or supplemental thereto, subject to the approval
    49  of  the  director  of  the budget or pursuant to reimbursement available
    50  from the gateway development commission, any railroad company, any other
    51  state or agency, the federal government, any public  authority  of  this
    52  state  or any other state or two or more states, or any political subdi-
    53  vision or municipality of the state.   Notwithstanding any  inconsistent
    54  law,  general,  special  or  local,  the commissioner, as funds are made
    55  available for the purposes hereof, is hereby empowered to contract  with
    56  such  corporation  or  Commission  and to do all other things necessary,

        A. 8126--A                         29

     1  convenient or desirable on behalf of the state to secure the full  bene-
     2  fits  available under and pursuant to such act and any other federal act
     3  which provides funding for intercity rail  passenger  services,  and  to
     4  contract  and  do  all other things necessary as hereinafter provided on
     5  behalf of the state  to  effect  [the]  and  facilitate  intercity  rail
     6  passenger  [service  program] services which he determines is necessary,
     7  convenient or desirable and the department of transportation may cooper-
     8  ate and contract with gateway development commission for passenger  rail
     9  activities,  to  the  extent  that  gateway development commission is so
    10  authorized to act under its authorizing statute, provided, however, that
    11  the department of transportation shall only contract  with  the  gateway
    12  development commission if such contract is approved by that commission's
    13  board in accordance with its authorizing statute.
    14    2.  The  commissioner  shall  coordinate  the intercity rail passenger
    15  activities of the state and other interested public and  private  organ-
    16  izations  and  persons  to  effectuate  the purposes of this section and
    17  shall have the responsibility for negotiating with the  federal  govern-
    18  ment  with  respect  to  intercity rail passenger service programs.  The
    19  commissioner is authorized to enter into joint  service  agreements  and
    20  other  agreements  between the state and any railroad company, any other
    21  state department or agency, the federal government, the Canadian govern-
    22  ment, any other state, or agency or instrumentality thereof, any  public
    23  authority of this state or any other state or two or more states, or any
    24  political  subdivision or municipality of the state, relating to proper-
    25  ty, buildings, structures, facilities, services, rates,  fares,  classi-
    26  fications,  dividends,  allowances or charges (including charges between
    27  intercity rail passenger service facilities), or  rules  or  regulations
    28  pertaining thereto, for or in connection with or incidental to transpor-
    29  tation  in part upon intercity rail passenger service facilities. Inter-
    30  city rail passenger service facilities include  the  right  of  way  and
    31  related  trackage,  rails,  cars,  locomotives,  or other rolling stock,
    32  signal,  power,  fuel,  communication  and  ventilation  systems,  power
    33  plants,  stations, terminals, tunnels, storage yards, repair and mainte-
    34  nance shops, yards, equipment and parts, offices and other  real  estate
    35  or  personnel used or held for or incidental to the operation, rehabili-
    36  tation or improvement of any railroad operating intercity rail passenger
    37  service or to operate such service, including but not limited to  build-
    38  ings, structures, and rail property.
    39    3. [The] Notwithstanding any other provision of law, general, special,
    40  charter  or  local, the commissioner may on such terms and conditions as
    41  he  may  determine  necessary,  convenient  or   desirable,   establish,
    42  construct,  effectuate,  operate, maintain, renovate, improve, extend or
    43  repair any such intercity rail passenger service facility or any related
    44  services and activities, or may provide for such by contract,  lease  or
    45  other  arrangement on such terms as the commissioner may deem necessary,
    46  convenient or desirable with any agency, corporation or person,  includ-
    47  ing  but  not  limited  to  any  railroad company, any state agency, the
    48  federal government, the Canadian government, any other state  or  agency
    49  or  instrumentality  thereof,  any public authority of this or any other
    50  state or two or more states, or any  political  subdivision  or  munici-
    51  pality of the state.
    52    §  4.  Notwithstanding  any  other provision of law of New York or New
    53  Jersey, general, special, charter or local, each state and local govern-
    54  ment, any agency, instrumentality, department, commission  or  authority
    55  thereof,  and any bi-state agency are hereby authorized and empowered to

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     1  cooperate with, aid  and  assist  the  Commission  in  effectuating  the
     2  provisions of this act, as it may be amended or supplemented hereafter.
     3    § 5. a. There shall be three commissioners of the Commission appointed
     4  from this state, in accordance with section two of this act.
     5    b.  Notwithstanding  the  foregoing,  the  initial three commissioners
     6  shall be appointed by the commissioner of the department of  transporta-
     7  tion  to  serve  for  one  year  of  the initial three-year term and the
     8  commissioner  of  the  department  of  transportation  shall  thereafter
     9  appoint,  for the remaining two years of such term, commissioners by and
    10  with the advice and consent of the New York State  Senate.  Any  commis-
    11  sioners  thereafter,  shall  be  appointed  by  the  commissioner of the
    12  department of transportation by and with the advice and consent  of  the
    13  New York State Senate.
    14    c. All vacancies in the office of commissioner of the Commission shall
    15  be filled in the same manner as the original appointment.
    16    d.  Each appointment to fill a vacancy occurring or existing by reason
    17  of the expiration of a term, shall be for a term expiring on  the  first
    18  day of May in the third year following the date of the expiration of the
    19  term  of  the  appointee's  predecessor. Each appointment made to fill a
    20  vacancy occurring or existing by reason other  than  the  expiration  of
    21  term  shall  be for the unexpired portion of the term of the appointee's
    22  predecessor.
    23    e. All commissioners from this state shall  continue  to  hold  office
    24  after the expiration of the terms for which they are appointed and until
    25  their  respective  successors  are  appointed  and  qualified. No period
    26  during which any such commissioner shall hold over shall be deemed to be
    27  an extension of the commissioner's term of office  for  the  purpose  of
    28  computing the date on which a successor's term expires.
    29    f.  Any  commissioner  from  this state may be removed from office and
    30  shall be removable by the commissioner of the department of  transporta-
    31  tion,  for  inefficiency,  breach  of fiduciary duty, neglect of duty or
    32  misconduct in office, provided, however, that such member shall be given
    33  a copy of the charges against him or her and  an  opportunity  of  being
    34  heard in person, or by counsel, in his or her defense upon not less than
    35  ten days' notice.
    36    g. The collective vote of the New York commissioners of the Commission
    37  shall  be  determined by the affirmative vote of at least two of the New
    38  York commissioners.
    39    § 6. Upon the concurrence of the state of New Jersey, the state of New
    40  Jersey  and  the  state  of  New  York  consent  to  suits,  actions  or
    41  proceedings  of  any  form  or  nature  at  law, in equity, or otherwise
    42  (including proceedings to enforce arbitration agreements),  against  the
    43  Commission,  and  to  appeals  therefrom  and reviews thereof, except as
    44  hereinafter provided. The foregoing consent  does  not  extend  to:  (a)
    45  suits,  actions,  or  proceedings  upon  any causes of action whatsoever
    46  accruing before the effective date of this act; (b)  suits,  actions  or
    47  proceedings  upon  any  causes of action whatsoever, upon, in connection
    48  with, or arising out of any contract, express or implied,  entered  into
    49  or assumed by or assigned to the Commission before the effective date of
    50  this  act  (including  any  supplement  to,  or  amendment, extension or
    51  renewal of any such contract, even if such supplement, amendment, exten-
    52  sion or renewal is made on or after the effective  date  of  this  act),
    53  regardless  of whether such cause of action accrued before or after that
    54  date; (c) civil suits, actions or proceedings for the recovery of statu-
    55  tory penalties; and (d) suits, actions  or  proceedings  for  judgments,
    56  orders  or  decrees  restraining, enjoining or preventing the Commission

        A. 8126--A                         31

     1  from committing or continuing to commit any  act  or  acts,  other  than
     2  suits,  actions  or proceedings by the Attorney General of New Jersey or
     3  by the Attorney General of New York, each of whom is  hereby  authorized
     4  to  bring such suits, actions or proceedings in his or her discretion on
     5  behalf of any person or persons whatsoever  who  requests  the  Attorney
     6  General  to  do  so, except in the cases otherwise excluded by this act;
     7  provided, that in any such suit,  action  or  proceeding,  no  judgment,
     8  order  or  decree  shall be entered except upon at least two days' prior
     9  written notice to the Commission of the proposed entry thereof.
    10    The Commission shall be immune from liability as though  it  were  the
    11  state  of New York, except to the extent that such immunity is waived by
    12  the state of New York under section 8 of the New York  court  of  claims
    13  act.
    14    §  7. The Commission shall dissolve following a joint determination by
    15  the Governor of New Jersey and the Governor of New York that the Project
    16  has been completed or should be transferred to another  agency,  instru-
    17  mentality  or  entity  and: (i) any bonds or other securities issued and
    18  any other debt incurred for such Project purposes have  been  repaid  or
    19  arrangements  have  been  made to ensure such repayment in full, without
    20  impairment of credit worthiness and; (ii) Amtrak is  not  unduly  preju-
    21  diced by such dissolution.
    22    §  8.  Sections one, two, four, six and seven of this act establishing
    23  the "Gateway  Development  Commission  Act"  may  be  amended,  altered,
    24  supplemented, or repealed from time to time through the enactment of law
    25  by  one  state  concurred  in  through the enactment of law in the other
    26  state.
    27    § 9. Severability. (a) If any provision of this act or the application
    28  thereof to any person or circumstance is held invalid, including as  not
    29  in  accordance  with federal law or federal constitutional requirements,
    30  such invalidity shall not affect other provisions or applications of the
    31  act which can be given effect without the invalid provision or  applica-
    32  tion  and  to  this  end  the  provisions of this act are declared to be
    33  severable.
    34    (b) The provisions of this act, and the powers vested in  the  Gateway
    35  Development  Commission,  shall be liberally construed to give effect to
    36  the purposes of this act.
    37    § 10. (a) Sections one, two, four, six, seven and eight  of  this  act
    38  shall take effect upon the enactment into law by the state of New Jersey
    39  of  legislation  having  an  identical  effect with this act, but if the
    40  state of  New  Jersey  shall  have  already  enacted  such  legislation,
    41  sections  one,  two,  four,  six, seven and eight of this act shall take
    42  effect immediately provided further that sections three, five  and  nine
    43  of  this  act shall take effect when sections one, two, four, six, seven
    44  and eight of this act take effect; provided that the state of New Jersey
    45  shall notify the legislative bill drafting commission  upon  the  occur-
    46  rence  of  the  enactment of the legislation provided for in this act in
    47  order that the commission may maintain an accurate and timely  effective
    48  data  base  of the official text of the laws of the state of New York in
    49  furtherance of effectuating the provisions of section 44 of the legisla-
    50  tive law and section 70-b of the public officers law;
    51    (b) Provided that the Gateway Development Commission shall notify  the
    52  legislative bill drafting commission upon the occurrence of the intended
    53  dissolution  pursuant  to  section  seven  of this act in order that the
    54  commission may maintain an accurate and timely effective  data  base  of
    55  the official text of the laws of the state of New York in furtherance of

        A. 8126--A                         32

     1  effectuating  the  provisions  of  section 44 of the legislative law and
     2  section 70-b of the public officers law;
     3    (c)  This  act  shall expire and be deemed repealed fifteen years from
     4  the effective date herein  established,  provided,  however,  that  such
     5  repeal  shall  only  occur  if  federal  funding  that  is necessary for
     6  purposes of facilitating phase one of the Project has not  been  granted
     7  to the Gateway Development commission; provided further that the Gateway
     8  Development  commission  shall  notify  the  legislative  bill  drafting
     9  commission upon the occurrence of the repeal of the legislation provided
    10  for in this act in order that the legislative bill  drafting  commission
    11  may  maintain an accurate and timely effective data base of the official
    12  text of the laws of the state of New York in furtherance of effectuating
    13  the provisions of section 44 of the legislative law and section 70-b  of
    14  the public officers law; and
    15    (d)  Any amendments to paragraph (c) of this section shall take effect
    16  only upon the enactment into law by the state of New  Jersey  of  legis-
    17  lation  having an identical effect, but if the state of New Jersey shall
    18  have already enacted such legislation, any amendments to  paragraph  (c)
    19  of this section shall take effect immediately.
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