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