S T A T E   O F   N E W   Y O R K
       ________________________________________________________________________
                                         8298
                              2015-2016 Regular Sessions
                                 I N  A S S E M B L Y
                                     June 18, 2015
                                      ___________
       Introduced  by  M.  of A. BRENNAN, HEASTIE, CUSICK, TITONE, COOK, ROSEN-
         THAL, ROBINSON, KAVANAGH,  ABINANTI,  WEPRIN,  BRONSON,  ROZIC,  OTIS,
         AUBRY,  BUCHWALD,  TITUS,  MILLER, GUNTHER, RODRIGUEZ, QUART, LINARES,
         MALLIOTAKIS -- Multi-Sponsored by -- M. of A. ABBATE, ARROYO, BARRETT,
         BENEDETTO,  BICHOTTE,  BLAKE,  BRAUNSTEIN,   BRINDISI,   BROOK-KRASNY,
         CAHILL,  CLARK,  COLTON, CRESPO, CYMBROWITZ, DAVILA, DenDEKKER, DILAN,
         DINOWITZ, ENGLEBRIGHT, FAHY, FARRELL,  GALEF,  GANTT,  GJONAJ,  GLICK,
         GOTTFRIED, HIKIND, HOOPER, JAFFEE, JEAN-PIERRE, JOYNER, KAMINSKY, KIM,
         LAVINE,  LENTOL,  LIFTON,  LUPARDO,  MAGEE, MAGNARELLI, MARKEY, MAYER,
         McDONALD, MORELLE, MOSLEY,  MOYA,  NOLAN,  O'DONNELL,  ORTIZ,  PAULIN,
         PEOPLES-STOKES,  PERRY, PERSAUD, PICHARDO, PRETLOW, RAMOS, RICHARDSON,
         RIVERA, ROBERTS, RUSSELL, RYAN,  SANTABARBARA,  SCHIMEL,  SCHIMMINGER,
         SEAWRIGHT,  SEPULVEDA,  SILVER,  SIMON,  SIMOTAS,  SKARTADOS, SKOUFIS,
         SOLAGES, STECK, STIRPE, THIELE, WEINSTEIN, WOERNER, WRIGHT,  ZEBROWSKI
         --  (at  request  of  the  Governor)  -- read once and referred to the
         Committee on Ways and Means
       AN ACT to amend chapter 154 of the laws of 1921  relating  to  the  port
         authority  of  New  York and New Jersey, in relation to port authority
         organization, open meetings, public hearings, financial reporting  and
         handling of property
         THE  PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
       BLY, DO ENACT AS FOLLOWS:
    1    Section 1. Short title. This act shall be known and may  be  cited  as
    2  the "port authority of New York and New Jersey transparency and account-
    3  ability act of 2015".
    4    S  2. Article 4 of section 1 of chapter 154 of the laws of 1921 relat-
    5  ing to the port authority of New York and  New  Jersey,  as  amended  by
    6  chapter 419 of the laws of 1930, is amended to read as follows:
    7                                 ARTICLE IV
    8    1.  COMMISSIONERS.  The port authority shall consist of twelve commis-
    9  sioners, six resident voters from the state of New York, at  least  four
        EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
                             [ ] is old law to be omitted.
                                                                  LBD12032-04-5
       A. 8298                             2
    1  of  whom shall be resident voters of the city of New York, and six resi-
    2  dent voters from the state of New Jersey, at least four of whom shall be
    3  resident voters within the New Jersey portion of the district,  the  New
    4  York  members  to  be chosen by the state of New York and the New Jersey
    5  members by the state of New Jersey in the manner and for the terms fixed
    6  and determined from time to  time  by  the  legislature  of  each  state
    7  respectively,  except  as  herein  provided.  Each  commissioner  may be
    8  removed or suspended from office as provided by the  law  of  the  state
    9  from which he shall be appointed.
   10    2.  OFFICERS.  A. THE OFFICERS OF THE PORT AUTHORITY SHALL BE A CHAIR-
   11  PERSON, A VICE CHAIRPERSON, A CHIEF EXECUTIVE OFFICER, A  GENERAL  COUN-
   12  SEL,  A  CHIEF FINANCIAL OFFICER, A CHIEF ETHICS AND COMPLIANCE OFFICER,
   13  AN INSPECTOR GENERAL, A  TREASURER,  A  COMPTROLLER,  AND  A  SECRETARY.
   14  BEGINNING UPON THE NEXT HIRING OF A CHIEF EXECUTIVE OFFICER BUT NO LATER
   15  THAN  A  YEAR FROM THE EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015
   16  THAT AMENDED THIS ARTICLE, THE POSITIONS OF CHAIRPERSON AND VICE  CHAIR-
   17  PERSON  SHALL  BE  ROTATED  FOR  A TERM OF TWO YEARS AMONG COMMISSIONERS
   18  APPOINTED BY NEW YORK AND NEW JERSEY, WITH A CHAIRPERSON  ELECTED  FIRST
   19  FROM AMONG THOSE COMMISSIONERS APPOINTED BY THE GOVERNOR OF NEW YORK AND
   20  A   VICE  CHAIRPERSON  ELECTED  FIRST  FROM  AMONG  THOSE  COMMISSIONERS
   21  APPOINTED BY THE GOVERNOR OF NEW JERSEY, AFTER  WHICH  THE  NEXT  CHAIR-
   22  PERSON  SHALL  BE  ELECTED FROM AMONG THOSE APPOINTED BY THE GOVERNOR OF
   23  NEW JERSEY AND THE NEXT VICE CHAIRPERSON SHALL  BE  ELECTED  FROM  AMONG
   24  THOSE APPOINTED BY THE GOVERNOR OF NEW YORK AND THEREAFTER THE POSITIONS
   25  OF  CHAIRPERSON AND VICE CHAIRPERSON SHALL ROTATE EVERY TWO YEARS IN THE
   26  SAME ORDER AS ESTABLISHED HEREIN PROVIDED THAT THE FAILURE OF THE  BOARD
   27  OF  COMMISSIONERS  TO ELECT A NEW CHAIRPERSON AND VICE CHAIRPERSON SHALL
   28  NOT PREVENT THE ROTATION OF THE POSITIONS OF CHAIRPERSON AND VICE CHAIR-
   29  PERSON TO THE NEXT SUCCEEDING STATE.
   30    B. NO COMMISSIONER, INCLUDING THE CHAIRPERSON, SHALL SERVE AS THE PORT
   31  AUTHORITY'S CHIEF EXECUTIVE OFFICER, GENERAL  COUNSEL,  CHIEF  FINANCIAL
   32  OFFICER,  CHIEF  ETHICS  AND  COMPLIANCE  OFFICER, INSPECTOR GENERAL, OR
   33  COMPTROLLER, OR HOLD ANY OTHER EQUIVALENT POSITION WHILE  SERVING  AS  A
   34  COMMISSIONER.
   35    3.  ROLE  AND  RESPONSIBILITIES OF COMMISSIONERS. A. THE COMMISSIONERS
   36  SHALL PROMULGATE A COMMISSIONER'S OATH OF OFFICE  IN  CONSULTATION  WITH
   37  THE CHIEF ETHICS AND COMPLIANCE OFFICER.
   38    B.  AT  THE  TIME  THAT A COMMISSIONER OF THE PORT AUTHORITY TAKES AND
   39  SUBSCRIBES THE COMMISSIONER'S OATH OF OFFICE, OR WITHIN SIXTY DAYS AFTER
   40  THE EFFECTIVE DATE OF THIS SUBDIVISION IF THE COMMISSIONER  HAS  ALREADY
   41  TAKEN AND SUBSCRIBED THE COMMISSIONER'S OATH OF OFFICE, THE COMMISSIONER
   42  SHALL  EXECUTE  A  STATEMENT DECLARING THAT THE COMMISSIONER UNDERSTANDS
   43  THE COMMISSIONER'S INDEPENDENCE  AND  FIDUCIARY  OBLIGATION  TO  PERFORM
   44  DUTIES AND RESPONSIBILITIES TO THE BEST OF THE COMMISSIONER'S ABILITIES,
   45  IN  GOOD  FAITH  AND  WITH PROPER DILIGENCE AND CARE WHICH AN ORDINARILY
   46  PRUDENT PERSON IN LIKE POSITION WOULD USE  UNDER  SIMILAR  CIRCUMSTANCES
   47  AND  MAY  TAKE  INTO CONSIDERATION THE VIEWS AND POLICIES OF ANY ELECTED
   48  OFFICIALS OR BODIES AND ULTIMATELY APPLY  INDEPENDENT  JUDGMENT  IN  THE
   49  BEST  INTEREST  OF  THE  PORT  AUTHORITY,  ITS  MISSION, AND THE PUBLIC,
   50  CONSISTENT WITH THE ENABLING COMPACT, MISSION, AND BY-LAWS OF  THE  PORT
   51  AUTHORITY AND THE APPLICABLE LAWS OF BOTH STATES; AND THAT THE FIDUCIARY
   52  DUTY TO THE PORT AUTHORITY IS DERIVED FROM AND GOVERNED BY ITS MISSION.
   53    C.  INDIVIDUALS  APPOINTED TO THE BOARD OF COMMISSIONERS SHALL PARTIC-
   54  IPATE IN TRAINING APPROVED BY THE CHIEF ETHICS AND COMPLIANCE OFFICER IN
   55  CONSULTATION WITH THE INSPECTOR GENERAL OF THE PORT AUTHORITY  REGARDING
   56  THEIR LEGAL, FIDUCIARY, FINANCIAL AND ETHICAL RESPONSIBILITIES AS DIREC-
       A. 8298                             3
    1  TORS  OF AN AUTHORITY WITHIN SIX MONTHS OF APPOINTMENT TO THE AUTHORITY.
    2  THE COMMISSIONERS SHALL PARTICIPATE IN CONTINUING  TRAINING  AS  MAY  BE
    3  REQUIRED  TO REMAIN INFORMED OF BEST PRACTICES, REGULATORY AND STATUTORY
    4  CHANGES RELATING TO THE EFFECTIVE OVERSIGHT OF THE MANAGEMENT AND FINAN-
    5  CIAL ACTIVITIES OF PUBLIC AUTHORITIES AND TO ADHERE TO THE HIGHEST STAN-
    6  DARDS OF RESPONSIBLE GOVERNANCE.
    7    D. (1) A COMMISSIONER SHALL NOT VOTE ON OR PARTICIPATE IN ANY BOARD OR
    8  COMMITTEE  DISCUSSIONS  OR  DECISIONS  WITH  RESPECT  TO  AN ITEM IF THE
    9  COMMISSIONER, A MEMBER OF THE  COMMISSIONER'S  IMMEDIATE  FAMILY,  OR  A
   10  BUSINESS IN WHICH THE COMMISSIONER HAS AN INTEREST HAS A DIRECT OR INDI-
   11  RECT FINANCIAL INVOLVEMENT THAT MAY REASONABLY BE EXPECTED TO IMPAIR THE
   12  COMMISSIONER'S  OBJECTIVITY  OR INDEPENDENT JUDGMENT OR THAT MAY REASON-
   13  ABLY CREATE THE APPEARANCE OF IMPROPRIETY.  A COMMISSIONER SHALL  REPORT
   14  SUCH  A  NEED  FOR  RECUSAL  TO THE GENERAL COUNSEL WHEN IT ARISES.  THE
   15  PUBLIC SHALL BE INFORMED OF ANY RECUSALS PRIOR TO ANY BOARD  ACTION  AND
   16  THE MINUTES SHALL CLEARLY REFLECT THAT RECUSAL.
   17    (2) FOR THE PURPOSES OF THIS SUBDIVISION, THE TERMS:
   18    (I)  "IMMEDIATE  FAMILY"  SHALL  MEAN:  A  SPOUSE,  PARENT,  CHILD, OR
   19  SIBLING; AND
   20    (II) "INTEREST" SHALL MEAN: (A) IF  THE  BUSINESS  ORGANIZATION  IS  A
   21  PARTNERSHIP,  THE BOARD MEMBER OR THE BOARD MEMBER'S IMMEDIATE FAMILY IS
   22  A PARTNER OR OWNER OF TEN PERCENT OR MORE OF THE ASSETS OF THE  PARTNER-
   23  SHIP,  OR  (B)  IF THE BUSINESS ORGANIZATION IS A CORPORATION, THE BOARD
   24  MEMBER OR THE BOARD MEMBER'S  IMMEDIATE  FAMILY  OWNS  OR  CONTROLS  TEN
   25  PERCENT OR MORE OF THE STOCK OF THE CORPORATION, OR SERVES AS A DIRECTOR
   26  OR OFFICER OF THE CORPORATION.
   27    E. (1) NOTWITHSTANDING ANY OTHER PROVISION OF LAW TO THE CONTRARY, THE
   28  COMMISSIONERS,  OFFICERS, AND EMPLOYEES OF THE PORT AUTHORITY SHALL FILE
   29  ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS PROVIDED IN THIS SECTION.
   30    (2)(I) THE COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
   31  YORK SHALL FILE  ANNUAL  FINANCIAL  DISCLOSURE  STATEMENTS  PURSUANT  TO
   32  SECTION 73-A OF THE PUBLIC OFFICERS LAW.
   33    (II)  THE  COMMISSIONERS APPOINTED BY THE GOVERNOR OF THE STATE OF NEW
   34  JERSEY SHALL FILE ANNUAL FINANCIAL DISCLOSURE STATEMENTS AS REQUIRED  BY
   35  NEW JERSEY STATE LAW OR EXECUTIVE ORDER.
   36    (III) IN ADDITION TO THE FINANCIAL DISCLOSURES REQUIRED OF THE COMMIS-
   37  SIONERS,  FINANCIAL  DISCLOSURES  OF  EMPLOYEES  SHALL, AT A MINIMUM, BE
   38  REQUIRED OF THE CHIEF EXECUTIVE OFFICER, THE CHIEF ETHICS AND COMPLIANCE
   39  OFFICER, THE CHIEF FINANCIAL OFFICER, THE  GENERAL  COUNSEL,  THE  COMP-
   40  TROLLER,  TREASURER, AND THE INSPECTOR GENERAL, EMPLOYEES WHO HOLD POLI-
   41  CY-MAKING POSITIONS AS DETERMINED BY THE GENERAL  COUNSEL  OF  THE  PORT
   42  AUTHORITY,  AND  EMPLOYEES  WHOSE  BASE SALARY, EITHER IN THE CURRENT OR
   43  PREVIOUS YEAR, EXCEEDS $150,000, WHICH  AMOUNT  SHALL  BE  ADJUSTED  FOR
   44  INFLATION  ANNUALLY  IN ACCORDANCE WITH THE CONSUMER PRICE INDEX FOR ALL
   45  URBAN WAGE EARNERS AND CLERICAL WORKERS (CPI-W)  AS  CALCULATED  BY  THE
   46  FEDERAL  GOVERNMENT.  THESE  FINANCIAL  DISCLOSURES SHALL BE UPDATED NOT
   47  LESS THAN ANNUALLY AND SHALL BE MADE AVAILABLE ON THE  PORT  AUTHORITY'S
   48  WEBSITE.
   49    F. THE BOARD OF COMMISSIONERS SHALL:
   50    (1)  ADOPT A MISSION STATEMENT THAT THE PORT AUTHORITY'S MISSION IS TO
   51  MEET THE CRITICAL TRANSPORTATION INFRASTRUCTURE NEEDS  OF  THE  BI-STATE
   52  REGION'S PEOPLE, BUSINESSES, AND VISITORS BY PROVIDING THE HIGHEST QUAL-
   53  ITY  AND  MOST EFFICIENT TRANSPORTATION AND PORT COMMERCE FACILITIES AND
   54  SERVICES TO MOVE PEOPLE AND GOODS WITHIN THE REGION, PROVIDE  ACCESS  TO
   55  THE NATION AND THE WORLD, AND PROMOTE THE REGION'S ECONOMIC DEVELOPMENT;
       A. 8298                             4
    1    (2)  ADOPT  A  CODE OF CONDUCT APPLICABLE TO COMMISSIONERS, EMPLOYEES,
    2  AND VENDORS AND OTHER CONTRACTORS WITH THE PORT AUTHORITY BASED UPON THE
    3  RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE OFFICER  THAT  SHALL,
    4  AT  MINIMUM, INCLUDE THE APPLICABLE STANDARDS ESTABLISHED BY LAW IN EACH
    5  STATE;
    6    (3) ESTABLISH A WHISTLEBLOWER ACCESS AND ASSISTANCE PROGRAM PROTECTING
    7  EMPLOYEES FROM RETALIATION FOR DISCLOSING INFORMATION CONCERNING ACTS OF
    8  WRONGDOING,  MISCONDUCT,  MALFEASANCE,  OR  OTHER  INAPPROPRIATE CONDUCT
    9  BASED UPON THE RECOMMENDATIONS OF THE CHIEF ETHICS AND COMPLIANCE  OFFI-
   10  CER;
   11    (4)  ESTABLISH  A  POLICY  REQUIRING  ALL COMMISSIONERS, OFFICERS, AND
   12  EMPLOYEES WITH DECISION-MAKING AUTHORITY TO MAINTAIN  RECORDS  REGARDING
   13  CONTACT  WITH LOBBYISTS. AS USED IN THIS SUBSECTION: (I) "CONTACT" MEANS
   14  ANY CONVERSATION, IN PERSON OR BY TELEPHONIC OR OTHER ELECTRONIC  MEANS,
   15  OR  CORRESPONDENCE  BETWEEN  ANY LOBBYIST ENGAGED IN THE ACT OF LOBBYING
   16  AND ANY PERSON WITHIN THE PORT AUTHORITY WHO CAN  MAKE  OR  INFLUENCE  A
   17  DECISION  ON  THE  SUBJECT  OF  THE  LOBBYING  ON THE BEHALF OF THE PORT
   18  AUTHORITY, AND SHALL INCLUDE, AT A MINIMUM, ALL MEMBERS OF THE BOARD  OF
   19  COMMISSIONERS  AND  ALL  OFFICERS OF THE PORT AUTHORITY, (II) "LOBBYIST"
   20  SHALL HAVE THE SAME MEANING AS DEFINED IN THE LAWS OR,  RULES  OR  REGU-
   21  LATIONS OF EITHER STATE, AND (III) "LOBBYING" SHALL MEAN AND INCLUDE ANY
   22  ATTEMPT TO INFLUENCE: (A) THE ADOPTION OR REJECTION OF ANY RULE OR REGU-
   23  LATION HAVING THE FORCE AND EFFECT OF LAW BY THE PORT AUTHORITY, (B) THE
   24  OUTCOME  OF  ANY  PROCEEDING BY THE PORT AUTHORITY TO ESTABLISH, LEVY OR
   25  COLLECT FEES, TOLLS,  CHARGES  OR  FARES,  AND  (C)  THE  AUTHORIZATION,
   26  APPROVAL  OR  AWARD  OF  ANY  AGREEMENTS,  CONTRACTS OR PURCHASE ORDERS,
   27  INCLUDING ANY SETTLEMENT OF PORT AUTHORITY  CLAIMS,  OR  ANY  EXTENSION,
   28  AMENDMENT  OR MODIFICATION OF ANY EXISTING AGREEMENT, CONTRACT OR ORDER;
   29  AND
   30    (5) HAVE AN EFFICIENCY STUDY OF THE PORT AUTHORITY AND ITS  OPERATIONS
   31  CONDUCTED  BY  AN INDEPENDENT ENTITY WITHIN THREE YEARS OF THE EFFECTIVE
   32  DATE OF THIS SECTION AND THEREAFTER UPON THE REQUEST OF THE GOVERNORS OF
   33  NEW YORK AND NEW JERSEY, AND IF NO REQUEST IS MADE, NO LATER THAN  THREE
   34  YEARS AFTER THE MOST RECENT EFFICIENCY STUDY WAS CONDUCTED.
   35    4.  COMMITTEE. A. THE BOARD OF COMMISSIONERS SHALL ESTABLISH A COMMIT-
   36  TEE STRUCTURE THAT SHALL INCLUDE,  BUT  NEED  NOT  BE  LIMITED  TO,  THE
   37  FOLLOWING RESPONSIBILITIES:
   38    (1)  A  GOVERNANCE  RESPONSIBILITY  TO  BE  ASSIGNED  TO  A  COMMITTEE
   39  COMPRISED OF NOT FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE  A
   40  MAJORITY ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS TO
   41  UNDERTAKE THE GOVERNANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSI-
   42  BILITY  OF  THE MEMBERS OF THIS COMMITTEE TO: KEEP THE BOARD INFORMED OF
   43  CURRENT BEST GOVERNANCE PRACTICES; REVIEW CORPORATE  GOVERNANCE  TRENDS;
   44  UPDATE  THE  PORT  AUTHORITY'S  CORPORATE GOVERNANCE PRINCIPLES; EXAMINE
   45  ETHICAL AND CONFLICT OF INTEREST ISSUES; PERFORM BOARD SELF-EVALUATIONS;
   46  INVESTIGATE TERM LIMITS,  REAPPOINTMENTS,  AND  BOARD  RESPONSIBILITIES;
   47  DEVELOP  BY-LAWS  WHICH  INCLUDE RULES AND PROCEDURES FOR THE CONDUCT OF
   48  BOARD BUSINESS; AND ADVISE THE PORT AUTHORITY ON THE SKILLS AND  EXPERI-
   49  ENCES REQUIRED OF POTENTIAL COMMISSIONERS;
   50    (2) AN AUDIT RESPONSIBILITY TO BE ASSIGNED TO A COMMITTEE COMPRISED OF
   51  NOT  FEWER  THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A MAJORITY ON
   52  THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS  TO  UNDERTAKE
   53  THE  AUDIT  DUTIES  AND FUNCTIONS. IT SHALL BE THE RESPONSIBILITY OF THE
   54  MEMBERS OF THIS COMMITTEE TO: RECOMMEND TO THE BOARD THE  HIRING  OF  AN
   55  INDEPENDENT  FIRM OF CERTIFIED PUBLIC ACCOUNTANTS TO AUDIT THE FINANCIAL
   56  STATEMENTS OF THE PORT AUTHORITY; ESTABLISH THE COMPENSATION TO BE  PAID
       A. 8298                             5
    1  TO THE ACCOUNTING FIRM; AND PROVIDE DIRECT OVERSIGHT OF THE ANNUAL INDE-
    2  PENDENT  FINANCIAL  AUDIT  PERFORMED  BY  THE  ACCOUNTING FIRM HIRED FOR
    3  AUDITING PURPOSES. MEMBERS OF THIS  COMMITTEE  SHALL  BE  FAMILIAR  WITH
    4  CORPORATE  FINANCIAL  AND  ACCOUNTING PRACTICES AND SHALL BE FINANCIALLY
    5  LITERATE ABOUT APPLICABLE FINANCIAL LAWS, RULES, REGULATIONS, AND STAND-
    6  ARD INDUSTRY PRACTICES; AND
    7    (3) A FINANCE RESPONSIBILITY TO BE ASSIGNED TO A  COMMITTEE  COMPRISED
    8  OF  NOT  FEWER THAN THREE COMMISSIONERS, WHO SHALL CONSTITUTE A MAJORITY
    9  ON THE COMMITTEE, AND WHO SHALL POSSESS THE NECESSARY SKILLS  TO  UNDER-
   10  TAKE THE FINANCE DUTIES AND FUNCTIONS. IT SHALL BE THE RESPONSIBILITY OF
   11  THE  MEMBERS  OF  THIS  COMMITTEE TO OVERSEE AND APPROVE THE ISSUANCE OF
   12  DEBT THAT THE PORT AUTHORITY OR ITS SUBSIDIARIES ISSUE.
   13    B. EVERY COMMITTEE ESTABLISHED BY THE  BOARD  OF  COMMISSIONERS  SHALL
   14  PROMULGATE  A  WRITTEN CHARTER TO BE APPROVED BY THE BOARD. EACH CHARTER
   15  PROMULGATED IN ACCORDANCE WITH THIS SUBDIVISION SHALL BE MADE  AVAILABLE
   16  TO THE PUBLIC AND POSTED ON THE PORT AUTHORITY'S WEBSITE.
   17    5.  WHISTLEBLOWER  ACCESS  AND ASSISTANCE PROGRAM. A. THE CHIEF ETHICS
   18  AND COMPLIANCE OFFICER SHALL RECOMMEND TO THE BOARD OF  COMMISSIONERS  A
   19  WHISTLEBLOWER  ACCESS  AND  ASSISTANCE PROGRAM TO BE ADMINISTERED BY THE
   20  INSPECTOR GENERAL WHICH SHALL INCLUDE, BUT NOT BE LIMITED TO:
   21    (1) ESTABLISHING TOLL-FREE TELEPHONE AND FACSIMILE LINES AVAILABLE  TO
   22  EMPLOYEES;
   23    (2)  OFFERING  ADVICE REGARDING EMPLOYEE RIGHTS UNDER APPLICABLE STATE
   24  AND FEDERAL LAWS AND ADVICE AND OPTIONS AVAILABLE TO ALL PERSONS; AND
   25    (3) OFFERING AN OPPORTUNITY FOR EMPLOYEES TO IDENTIFY CONCERNS REGARD-
   26  ING ANY ISSUE AT  THE  PORT  AUTHORITY.  ANY  COMMUNICATION  BETWEEN  AN
   27  EMPLOYEE  AND  THE  INSPECTOR  GENERAL PURSUANT TO THIS SECTION SHALL BE
   28  HELD STRICTLY CONFIDENTIAL BY THE INSPECTOR GENERAL, UNLESS THE EMPLOYEE
   29  SPECIFICALLY WAIVES IN WRITING THE RIGHT TO CONFIDENTIALITY, EXCEPT THAT
   30  SUCH  CONFIDENTIALITY  SHALL  NOT  EXEMPT  THE  INSPECTOR  GENERAL  FROM
   31  DISCLOSING  SUCH INFORMATION, WHERE APPROPRIATE, TO THE BOARD OF COMMIS-
   32  SIONERS AND/OR ANY LAW ENFORCEMENT AUTHORITY.
   33    B. THE PORT AUTHORITY SHALL  NOT  FIRE,  DISCHARGE,  DEMOTE,  SUSPEND,
   34  THREATEN,  HARASS,  OR  DISCRIMINATE  AGAINST AN EMPLOYEE BECAUSE OF THE
   35  EMPLOYEE'S ROLE AS A WHISTLEBLOWER, INSOFAR AS THE ACTIONS TAKEN BY  THE
   36  EMPLOYEE ARE LEGAL.
   37    C. AS USED IN THIS SUBDIVISION:
   38    (1)  "EMPLOYEES"  MEANS  THOSE PERSONS EMPLOYED AT THE PORT AUTHORITY,
   39  INCLUDING BUT NOT LIMITED TO: FULL-TIME AND PART-TIME  EMPLOYEES,  THOSE
   40  EMPLOYEES ON PROBATION, AND TEMPORARY EMPLOYEES.
   41    (2)  "WHISTLEBLOWER"  MEANS  ANY  EMPLOYEE  OF  THE PORT AUTHORITY WHO
   42  DISCLOSES INFORMATION CONCERNING ACTS OF WRONGDOING, MISCONDUCT, MALFEA-
   43  SANCE, OR OTHER INAPPROPRIATE BEHAVIOR BY AN EMPLOYEE OR BOARD MEMBER OF
   44  THE PORT AUTHORITY, CONCERNING THE PORT AUTHORITY'S INVESTMENTS, TRAVEL,
   45  ACQUISITION OF REAL OR PERSONAL PROPERTY, THE  DISPOSITION  OF  REAL  OR
   46  PERSONAL PROPERTY, OR THE PROCUREMENT OF GOODS AND SERVICES.
   47    6.  INSPECTOR  GENERAL.  A. THE INSPECTOR GENERAL SHALL BE RESPONSIBLE
   48  FOR RECEIVING  AND  INVESTIGATING,  WHERE  APPROPRIATE,  ALL  COMPLAINTS
   49  REGARDING  FRAUD,  WASTE,  AND  ABUSE  BY  COMMISSIONERS,  OFFICERS, AND
   50  EMPLOYEES OF THE PORT AUTHORITY OR THIRD-PARTIES DOING BUSINESS WITH THE
   51  PORT AUTHORITY.  THE INSPECTOR GENERAL SHALL  ALSO  BE  RESPONSIBLE  FOR
   52  CONDUCTING  INVESTIGATIONS  UPON THE INSPECTOR GENERAL'S OWN INITIATIVE,
   53  AS THE INSPECTOR GENERAL SHALL DEEM APPROPRIATE.
   54    B. THE INSPECTOR GENERAL SHALL INFORM THE BOARD OF  COMMISSIONERS  AND
   55  THE  CHIEF  EXECUTIVE  OFFICER  OF ALLEGATIONS RECEIVED BY THE INSPECTOR
       A. 8298                             6
    1  GENERAL AND THE  PROGRESS  OF  INVESTIGATIONS  RELATED  THERETO,  UNLESS
    2  SPECIAL CIRCUMSTANCES REQUIRE CONFIDENTIALITY;
    3    C.  THE  INSPECTOR GENERAL SHALL DETERMINE WITH RESPECT TO ALLEGATIONS
    4  RECEIVED BY THE INSPECTOR GENERAL WHETHER DISCIPLINARY ACTION  OR  CIVIL
    5  PROSECUTION BY THE PORT AUTHORITY IS APPROPRIATE, AND WHETHER THE MATTER
    6  SHOULD  BE  REFERRED  TO  AN APPROPRIATE GOVERNMENTAL AGENCY FOR FURTHER
    7  ACTION;
    8    D. THE INSPECTOR GENERAL SHALL  PREPARE  AND  MAKE  AVAILABLE  TO  THE
    9  PUBLIC  WRITTEN  REPORTS OF COMPLETED INVESTIGATIONS, AS APPROPRIATE AND
   10  TO THE EXTENT PERMITTED BY LAW, SUBJECT TO REDACTIONS TO PROTECT A  NEED
   11  FOR  CONFIDENTIALITY.  THE  RELEASE OF ALL OR PORTIONS OF REPORTS MAY BE
   12  DEFERRED TO PROTECT THE CONFIDENTIALITY OF ONGOING INVESTIGATIONS.
   13    E. THE INSPECTOR GENERAL SHALL HAVE THE POWER TO:
   14    (1) ADMINISTER OATHS OR AFFIRMATIONS AND EXAMINE WITNESSES UNDER OATH;
   15    (2) REQUIRE THE PRODUCTION OF ANY BOOKS AND PAPERS DEEMED RELEVANT  OR
   16  MATERIAL TO ANY INVESTIGATION, EXAMINATION OR REVIEW;
   17    (3)  NOTWITHSTANDING  ANY  LAW  TO  THE  CONTRARY, EXAMINE AND COPY OR
   18  REMOVE DOCUMENTS OR RECORDS OF ANY KIND PREPARED, MAINTAINED OR HELD  BY
   19  THE PORT AUTHORITY AND ITS SUBSIDIARIES;
   20    (4)  INTERVIEW  ANY  OFFICER  OR EMPLOYEE OF THE PORT AUTHORITY OR ITS
   21  SUBSIDIARIES ON ANY MATTER RELATED TO THE PERFORMANCE OF SUCH OFFICER OR
   22  EMPLOYEE'S OFFICIAL DUTIES. TO THE EXTENT THAT ANY PORTION OF THIS PARA-
   23  GRAPH IS INCONSISTENT WITH ANY CURRENT CONTRACTUAL  OBLIGATIONS  OF  THE
   24  PORT  AUTHORITY,  THIS  PARAGRAPH SHALL NOT BE APPLICABLE TO THOSE OBLI-
   25  GATIONS UNTIL THE EARLIEST EXPIRATION OF THOSE TERMS UNDER THE CONTRACT;
   26    (5) MONITOR THE IMPLEMENTATION BY THE PORT AUTHORITY OF ANY  RECOMMEN-
   27  DATIONS MADE BY THE INSPECTOR GENERAL; AND
   28    (6)  PERFORM  ANY OTHER FUNCTIONS THAT ARE NECESSARY OR APPROPRIATE TO
   29  FULFILL THE DUTIES AND RESPONSIBILITIES OF OFFICE.
   30    7. OPEN MEETINGS. A. ALL MEETINGS OF THE PORT AUTHORITY SHALL BE  OPEN
   31  TO  THE  PUBLIC  AND MEMBERS OF THE NEWS MEDIA, INDIVIDUALLY AND COLLEC-
   32  TIVELY, FOR THE PURPOSE OF OBSERVING THE FULL DETAILS OF ALL  PHASES  OF
   33  THE  DELIBERATION,  POLICY-MAKING,  AND  DECISION-MAKING  OF  THE BOARD,
   34  EXCEPT FOR AN EXECUTIVE SESSION INITIATED UPON A MAJORITY VOTE TAKEN  IN
   35  AN  OPEN  MEETING  PURSUANT  TO A MOTION. THE BOARD OF COMMISSIONERS MAY
   36  EXCLUDE THE PUBLIC ONLY FROM THAT PORTION OF  A  MEETING  AT  WHICH  THE
   37  BOARD OF COMMISSIONERS DISCUSSES ANY:
   38    (1) MATTER IN WHICH THE RELEASE OF INFORMATION WOULD IMPAIR A RIGHT TO
   39  RECEIVE FUNDS FROM GOVERNMENT OF THE UNITED STATES;
   40    (2)  MATERIAL  THE DISCLOSURE OF WHICH WOULD CONSTITUTE AN UNWARRANTED
   41  INVASION OF INDIVIDUAL OR PERSONAL PRIVACY;
   42    (3) COLLECTIVE BARGAINING AGREEMENT, OR THE TERMS AND CONDITIONS WHICH
   43  ARE PROPOSED FOR  INCLUSION  IN  ANY  COLLECTIVE  BARGAINING  AGREEMENT,
   44  INCLUDING  THE  NEGOTIATION  OF  THE  TERMS  AND CONDITIONS THEREOF WITH
   45  EMPLOYEES OR REPRESENTATIVES OF EMPLOYEES OF THE PORT AUTHORITY;
   46    (4) MATTER INVOLVING THE PURCHASE, LEASE, OR ACQUISITION OF REAL PROP-
   47  ERTY WITH PORT AUTHORITY FUNDS, THE PROPOSED ACQUISITION OF  SECURITIES,
   48  THE  SALE  OR  EXCHANGE OF SECURITIES HELD BY THE PORT AUTHORITY, OR THE
   49  INVESTMENT OF PORT AUTHORITY FUNDS, IF PUBLIC DISCUSSION OF  THE  MATTER
   50  WOULD ADVERSELY AFFECT THE PUBLIC INTEREST;
   51    (5) MATTER WHICH WOULD IMPERIL THE PUBLIC SAFETY IF DISCLOSED;
   52    (6) PENDING OR ANTICIPATED LITIGATION OR CONTRACT NEGOTIATION IN WHICH
   53  THE PORT AUTHORITY IS, OR MAY BECOME, A PARTY, OR MATTERS FALLING WITHIN
   54  THE  ATTORNEY-CLIENT  PRIVILEGE,  TO  THE EXTENT THAT CONFIDENTIALITY IS
   55  REQUIRED FOR THE ATTORNEY TO EXERCISE THE ATTORNEY'S ETHICAL DUTIES AS A
   56  LAWYER;
       A. 8298                             7
    1    (7) CONTRACT NEGOTIATIONS DISCLOSURE OF WHICH WOULD IMPERIL  THE  PORT
    2  AUTHORITY'S  POSITION OR AN OUTCOME IN THE BEST INTEREST OF THE AUTHORI-
    3  TY, ITS MISSION, AND THE PUBLIC;
    4    (8)  MATTER  INVOLVING  THE  EMPLOYMENT,  APPOINTMENT,  TERMINATION OF
    5  EMPLOYMENT, TERMS  AND  CONDITIONS  OF  EMPLOYMENT,  EVALUATION  OF  THE
    6  PERFORMANCE  OF,  PROMOTION  OR DISCIPLINING OF ANY SPECIFIC PROSPECTIVE
    7  OFFICER OR EMPLOYEE OR CURRENT OFFICER OR EMPLOYEE EMPLOYED OR APPOINTED
    8  BY THE PORT AUTHORITY, UNLESS ALL THE INDIVIDUAL EMPLOYEES OR APPOINTEES
    9  WHOSE RIGHTS COULD BE ADVERSELY AFFECTED REQUEST  IN  WRITING  THAT  THE
   10  MATTER OR MATTERS BE DISCUSSED AT A PUBLIC MEETING; OR
   11    (9)  DELIBERATION OF THE PORT AUTHORITY OCCURRING AFTER A PUBLIC HEAR-
   12  ING THAT MAY RESULT IN THE IMPOSITION OF A SPECIFIC CIVIL  PENALTY  UPON
   13  THE  RESPONDING  PARTY  OR THE SUSPENSION OR LOSS OF A LICENSE OR PERMIT
   14  BELONGING TO THE RESPONDING PARTY AS A RESULT OF AN ACT OF OMISSION  FOR
   15  WHICH THE RESPONDING PARTY BEARS RESPONSIBILITY.
   16    B.  THE  PORT  AUTHORITY  SHALL  MAKE MEETING AGENDAS AVAILABLE TO THE
   17  PUBLIC AT LEAST 72 HOURS BEFORE EACH MEETING OF THE BOARD AND EACH MEET-
   18  ING OF EACH COMMITTEE. IN ADDITION, THE PORT AUTHORITY  SHALL  SEND  VIA
   19  ELECTRONIC MAIL THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A BOARD OR
   20  COMMITTEE  MEETING  TO  THE  PUBLIC  INFORMATION  OFFICE OF EACH STATE'S
   21  LEGISLATURE AT LEAST 72 HOURS BEFORE THE MEETING. PUBLIC NOTICE  OF  THE
   22  TIME  AND  PLACE  OF  A  MEETING  SHALL BE PROVIDED TO APPROPRIATE MEDIA
   23  OUTLETS, SHALL BE CONSPICUOUSLY POSTED IN ONE OR MORE DESIGNATED  AREAS,
   24  AND  SHALL  BE  CONSPICUOUSLY  POSTED  VIA THE PORT AUTHORITY'S OFFICIAL
   25  WEBSITE AT LEAST FIVE BUSINESS DAYS BEFORE THE MEETING.
   26    C. THE PORT AUTHORITY SHALL MAKE AVAILABLE TO THE PUBLIC DOCUMENTS  IN
   27  THE  FOLLOWING  MANNER:  THE AGENDA AND PUBLIC DOCUMENTS PERTAINING TO A
   28  BOARD OR COMMITTEE MEETING SHALL BE AVAILABLE FOR PUBLIC  INSPECTION  AT
   29  AN  OFFICE  OF  THE  PORT AUTHORITY; AND THE AGENDA AND PUBLIC DOCUMENTS
   30  PERTAINING TO A BOARD OR COMMITTEE MEETING SHALL BE POSTED ON  THE  PORT
   31  AUTHORITY'S WEBSITE.
   32    D.  AT  EACH PUBLIC MEETING OF THE BOARD AND AT EACH PUBLIC MEETING OF
   33  EACH COMMITTEE, THE PUBLIC SHALL BE ALLOTTED  AT  LEAST  30  MINUTES  TO
   34  SPEAK  ON  ANY  TOPIC ON THE AGENDA. THE BOARD OR COMMITTEE SHALL EXPAND
   35  THE COMMENT TIME WHEN NECESSARY TO PROVIDE A REASONABLE OPPORTUNITY  FOR
   36  THE PUBLIC TO COMMENT. THE PUBLIC SPEAKING PERIOD SHALL TAKE PLACE PRIOR
   37  TO ANY BOARD OR COMMITTEE ACTION.
   38    E.  THE PORT AUTHORITY SHALL KEEP REASONABLY COMPREHENSIBLE MINUTES OF
   39  ALL ITS MEETINGS SHOWING THE TIME AND PLACE, THE  MEMBERS  PRESENT,  THE
   40  SUBJECTS CONSIDERED, THE ACTIONS TAKEN, AND THE VOTE OF EACH MEMBER. THE
   41  MINUTES  SHALL BE AVAILABLE TO THE PUBLIC WITHIN TWO WEEKS FROM THE DATE
   42  OF THE MEETING TO THE EXTENT THAT PUBLIC DISCLOSURE SHALL NOT BE  INCON-
   43  SISTENT WITH PARAGRAPH A OF THIS SUBDIVISION. THE MINUTES SHALL INDICATE
   44  FOR  EACH ITEM ON THE AGENDA THE VOTE OR RECUSAL OF EACH BOARD MEMBER IN
   45  ATTENDANCE AT AN OPEN MEETING, OR AN EXECUTIVE SESSION OF THE BOARD OR A
   46  COMMITTEE OF THE BOARD. EACH ITEM ON THE AGENDA SHALL BE VOTED ON  SEPA-
   47  RATELY.
   48    8.  BARRIER-FREE  ACCESS. THE PORT AUTHORITY SHALL MAKE OR CAUSE TO BE
   49  MADE ALL REASONABLE EFFORTS TO ENSURE THAT MEETINGS ARE HELD IN  FACILI-
   50  TIES  THAT  PERMIT BARRIER-FREE PHYSICAL ACCESS TO PEOPLE WITH DISABILI-
   51  TIES. IF THE BOARD DETERMINES TO USE VIDEO CONFERENCING OR SIMILAR TECH-
   52  NOLOGY TO CONDUCT ITS MEETING, IT SHALL PROVIDE AN OPPORTUNITY  FOR  THE
   53  PUBLIC TO ATTEND, LISTEN AND OBSERVE SUCH A MEETING.
   54    S  3. Subdivisions 2 and 3 of article 15-A of section 1 of chapter 154
   55  of the laws of 1921 relating to the port authority of New York  and  New
       A. 8298                             8
    1  Jersey, as added by chapter 275 of the laws of 1992, are amended to read
    2  as follows:
    3    2. As used in this act:
    4    a.  "Board"  means the board of commissioners of the Port Authority of
    5  New York and New Jersey.
    6    b. "COMMITTEE" OR "COMMITTEES" MEANS  ANY  STANDING  COMMITTEE  ESTAB-
    7  LISHED  BY  THE  BOARD  TASKED  WITH, INCLUDING, BUT NOT LIMITED TO, THE
    8  AUDIT RESPONSIBILITY, GOVERNANCE RESPONSIBILITY AND FINANCE RESPONSIBIL-
    9  ITY REQUIRED TO BE ESTABLISHED PURSUANT TO THIS ACT.
   10    C. "Meeting" means any gathering, whether corporeal  or  by  means  of
   11  communication  equipment,  which  is attended by, or open to, the board,
   12  held with the intent, on the part  of  the  board  members  present,  to
   13  discuss  or  act  as  a  unit  upon  the specific public business of the
   14  authority. "Meeting" does not mean a gathering (1) attended by less than
   15  a effective majority of the board, or (2) attended by or open to all the
   16  members of three or more similar public bodies at a convention or  simi-
   17  lar gathering.
   18    [c.]  D.  "NEWS MEDIA" MEANS PERSONS REPRESENTING MAJOR WIRE SERVICES,
   19  TELEVISION NEWS SERVICES, RADIO NEWS SERVICES  AND  NEWSPAPERS,  WHETHER
   20  LOCATED IN THE STATE OF NEW YORK OR NEW JERSEY OR ANY OTHER STATE.
   21    E. "Public business" mean matters which relate in any way, directly or
   22  indirectly, to the performance of the functions of the port authority of
   23  New York and New Jersey or the conduct of its business.
   24    3.  A. The board shall, WITHIN SIX MONTHS OF THE EFFECTIVE DATE OF THE
   25  CHAPTER OF THE LAWS OF 2015 THAT AMENDED THIS  SUBDIVISION,  adopt  [and
   26  promulgate]  appropriate  rules and regulations concerning PROPER NOTICE
   27  TO THE PUBLIC AND THE NEWS MEDIA OF ITS MEETINGS AND the  right  of  the
   28  public  AND  THE  NEWS MEDIA to be present at meetings of the authority.
   29  The board may incorporate in its rules and regulations conditions  under
   30  which it may exclude the public from a meeting or a portion thereof.
   31    B.  Any  rules or regulations adopted hereunder shall become a part of
   32  the minutes of the port authority of New York and New Jersey  and  shall
   33  be  subject to the approval of the governor or New Jersey and the gover-
   34  nor of New York.
   35    S 4. Chapter 154 of the laws of 1921 relating to the port authority of
   36  New York and New Jersey is amended by adding three new articles 7-B, 7-C
   37  and 7-D to read as follows:
   38                                ARTICLE VII-B
   39    1. NEEDS ASSESSMENT. THE PORT AUTHORITY SHALL  REQUIRE  THAT  A  NEEDS
   40  ASSESSMENT  BE  CONDUCTED BY AN INDEPENDENT ENTITY PRIOR TO ANY INCREASE
   41  IN TOLLS FOR THE USE OF ANY PORT AUTHORITY BRIDGE OR  TUNNEL,  OR  FARES
   42  FOR  THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPORATION RAIL SYSTEM.
   43  THE ASSESSMENT SHALL BE PRESENTED BY THE INDEPENDENT ENTITY TO THE BOARD
   44  OF COMMISSIONERS AT A PUBLIC MEETING TO BE HELD  AT  LEAST  NINETY  DAYS
   45  PRIOR  TO  ANY  MEETING  OF  THE  BOARD  OF COMMISSIONERS TO VOTE TO ANY
   46  INCREASE IN THE TOLLS FOR THE  USE  OF  ANY  PORT  AUTHORITY  BRIDGE  OR
   47  TUNNEL,  OR  FARES FOR THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPO-
   48  RATION RAIL SYSTEM.
   49    2. PUBLIC HEARINGS. NOT LESS THAN 30 DAYS AND NOT MORE  THAN  90  DAYS
   50  PRIOR TO ANY VOTE OR ACTION TAKEN BY THE BOARD OF COMMISSIONERS RELATING
   51  TO ANY INCREASE IN THE TOLLS FOR THE USE OF ANY PORT AUTHORITY BRIDGE OR
   52  TUNNEL,  OR  FARES FOR THE USE OF THE PORT AUTHORITY TRANS-HUDSON CORPO-
   53  RATION RAIL SYSTEM, THE PORT AUTHORITY SHALL CONDUCT AT LEAST SIX PUBLIC
   54  HEARINGS IN THE MANNER PRESCRIBED AS FOLLOWS:
   55    A. LOCATIONS FOR PUBLIC HEARINGS SHALL BE SELECTED IN SUCH A WAY AS TO
   56  BE GEOGRAPHICALLY ACCESSIBLE TO A MAJORITY OF USERS OF THE  FACILITY  OR
       A. 8298                             9
    1  FACILITIES TO BE IMPACTED BY THE TOLL OR FARE INCREASE, AS DETERMINED BY
    2  PORT AUTHORITY DATA, PROVIDED THAT AT LEAST ONE HEARING SHALL BE HELD IN
    3  EACH STATE.
    4    B.  AT  LEAST  72 HOURS BEFORE THE FIRST HEARING HELD PURSUANT TO THIS
    5  SECTION, THE PORT AUTHORITY SHALL MAKE THE FOLLOWING INFORMATION  AVAIL-
    6  ABLE  TO  THE PUBLIC, INCLUDING POSTING ON THE PORT AUTHORITY'S OFFICIAL
    7  WEBSITE:
    8    (1) A WRITTEN EXPLANATION OF WHY THE INCREASE IN  TOLLS  OR  FARES  IS
    9  NECESSARY;
   10    (2)  THE  AMOUNT OF REVENUE EXPECTED TO BE GENERATED FROM THE INCREASE
   11  IN TOLLS OR FARES; AND
   12    (3) A DETAILED  EXPLANATION  OF  HOW  THE  REVENUES  RAISED  FROM  THE
   13  INCREASE IN TOLLS OR FARES IS EXPECTED TO BE SPENT.
   14    C.  EACH  HEARING SHALL BE ATTENDED BY AT LEAST TWO COMMISSIONERS FROM
   15  NEW YORK AND TWO COMMISSIONERS FROM NEW JERSEY IN OFFICE AT THE TIME  OF
   16  THE HEARING.
   17    D.  THE PORT AUTHORITY SHALL HOLD NO MORE THAN ONE PUBLIC HEARING IN A
   18  SINGLE DAY, AND AT LEAST ONE-HALF OF THE PUBLIC HEARINGS SHALL BE SCHED-
   19  ULED TO BEGIN AFTER 6:30 P.M., EASTERN STANDARD TIME, ON A WEEKDAY.
   20    E. THE PORT AUTHORITY SHALL ENSURE THAT EACH OF THE  REQUIREMENTS  SET
   21  FORTH  IN  THIS SUBDIVISION SHALL BE COMPLIED WITH BEFORE PLACING ON THE
   22  MEETING AGENDA OF THE BOARD OF COMMISSIONERS ANY ITEM OR MATTER RELATING
   23  TO AN INCREASE IN TOLLS OR FARES.
   24    3. SUBSIDIARIES OF THE PORT AUTHORITY. A.  THE  PORT  AUTHORITY  SHALL
   25  PROVIDE  NOTICE  TO  THE  GOVERNOR OF EACH STATE, THE MAJORITY LEADER OF
   26  EACH HOUSE OF THE LEGISLATURE OF EACH STATE, THE CHAIR  OF  THE  FINANCE
   27  COMMITTEE OF NEW YORK, THE CHAIR OF THE SENATE BUDGET AND APPROPRIATIONS
   28  COMMITTEE  OF NEW JERSEY, THE CHAIR OF ASSEMBLY WAYS AND MEANS COMMITTEE
   29  OF NEW YORK, AND THE CHAIR OF THE BUDGET COMMITTEE OF NEW JERSEY THAT IT
   30  WILL BE CREATING A SUBSIDIARY NO LESS THAN 60 DAYS PRIOR TO  THE  FORMA-
   31  TION OF THE SUBSIDIARY.
   32    B.  THE  CREATION OF A SUBSIDIARY CORPORATION SHALL BE APPROVED BY THE
   33  BOARD OF COMMISSIONERS.
   34    C. ON OR BEFORE THE FIRST DAY OF JANUARY, TWO  THOUSAND  SIXTEEN,  AND
   35  ANNUALLY THEREAFTER, ANY SUBSIDIARY CORPORATION, IN COOPERATION WITH THE
   36  PORT  AUTHORITY,  SHALL  PROVIDE TO THE GOVERNOR AND LEGISLATURE OF EACH
   37  STATE A REPORT ON THE SUBSIDIARY CORPORATION. SUCH REPORT SHALL  INCLUDE
   38  FOR EACH SUBSIDIARY:
   39    (1)  THE  COMPLETE  LEGAL NAME, ADDRESS AND CONTACT INFORMATION OF THE
   40  SUBSIDIARY;
   41    (2) THE STRUCTURE OF THE ORGANIZATION OF THE SUBSIDIARY, INCLUDING THE
   42  NAMES AND TITLES OF EACH OF ITS MEMBERS, DIRECTORS AND OFFICERS, AS WELL
   43  AS A CHART OF ITS ORGANIZATIONAL STRUCTURE;
   44    (3) THE COMPLETE BY-LAWS AND LEGAL ORGANIZATION PAPERS OF THE  SUBSID-
   45  IARY;
   46    (4) A COMPLETE REPORT OF THE PURPOSE, OPERATIONS, MISSION AND PROJECTS
   47  OF THE SUBSIDIARY; AND
   48    (5)  ANY  OTHER INFORMATION THE SUBSIDIARY CORPORATION DEEMS IMPORTANT
   49  TO INCLUDE IN SUCH REPORT.
   50                                ARTICLE VII-C
   51    1. ANNUAL REPORTING. THE PORT AUTHORITY SHALL PUBLISH A  COMPREHENSIVE
   52  ANNUAL  FINANCIAL  REPORT, SUBMITTED ANNUALLY TO THE GOVERNORS AND STATE
   53  LEGISLATURES OF NEW YORK AND NEW JERSEY AND MADE AVAILABLE ON  THE  PORT
   54  AUTHORITY'S  WEBSITE  WITHIN  120 DAYS AFTER THE END OF ITS FISCAL YEAR.
       A. 8298                            10
    1  THE ANNUAL REPORT  SHALL  INCLUDE  THE  AGENCY'S  FINANCIAL  STATEMENTS,
    2  STATISTICAL  AND  OTHER  REGIONAL  DATA, AND A NARRATIVE OF THE AGENCY'S
    3  ACTIVITIES DURING THE YEAR  OF  THE  REPORT.  THE  ANNUAL  REPORT  SHALL
    4  INCLUDE:
    5    A.  AN  INTRODUCTORY SECTION INCLUDING: (1) A LETTER OF TRANSMITTAL TO
    6  THE GOVERNORS OF NEW YORK AND NEW JERSEY; (2) INFORMATION REGARDING  THE
    7  BOARD  OF  COMMISSIONERS,  PORT AUTHORITY OFFICERS AND EXECUTIVE MANAGE-
    8  MENT; (3) A LETTER TO THE BOARD OF COMMISSIONERS FROM THE  CHIEF  EXECU-
    9  TIVE  OFFICER OF THE PORT AUTHORITY HIGHLIGHTING IMPORTANT DEVELOPMENTS;
   10  (4) A DESCRIPTION OF MAJOR AGENCY ACTIVITIES UNDERTAKEN DURING THE PRIOR
   11  YEAR; AND (5) A LETTER TO THE BOARD  OF  COMMISSIONERS  FROM  THE  CHIEF
   12  FINANCIAL OFFICER OF THE PORT AUTHORITY WITH RESPECT TO THE CONSOLIDATED
   13  FINANCIAL STATEMENTS OF THE PORT AUTHORITY.
   14    B. A FINANCIAL SECTION INCLUDING: (1) AN INDEPENDENT AUDITOR'S REPORT;
   15  (2)  MANAGEMENT'S DISCUSSION AND ANALYSIS; (3) FINANCIAL STATEMENTS; (4)
   16  ITS FINANCIAL REPORTS CERTIFIED BY  THE  CHAIR  AND  VICE-CHAIR  OF  THE
   17  BOARD,  CHIEF EXECUTIVE OFFICER, AND CHIEF FINANCIAL OFFICER OF THE PORT
   18  AUTHORITY, INCLUDING (A) AUDITED FINANCIALS IN ACCORDANCE WITH GENERALLY
   19  ACCEPTED ACCOUNTING PRINCIPLES, KNOWN AS GAAP, AND THE ACCOUNTING STAND-
   20  ARDS ISSUED BY THE GOVERNMENTAL ACCOUNTING  STANDARDS  BOARD,  KNOWN  AS
   21  GASB,  (B)  GRANT  AND SUBSIDY PROGRAMS, (C) CURRENT RATINGS, IF ANY, OF
   22  ITS BONDS ISSUED BY RECOGNIZED BOND RATING AGENCIES AND NOTICE OF CHANG-
   23  ES IN SUCH RATINGS, AND (D) LONG-TERM LIABILITIES, INCLUDING LEASES  AND
   24  EMPLOYEE  BENEFIT PLANS; (5) A SCHEDULE OF ITS BONDS AND NOTES OUTSTAND-
   25  ING AT THE END OF ITS FISCAL YEAR, TOGETHER  WITH  A  STATEMENT  OF  THE
   26  AMOUNTS REDEEMED AND INCURRED DURING SUCH FISCAL YEAR AS PART OF A SCHE-
   27  DULE  OF DEBT ISSUANCE THAT INCLUDES THE DATE OF ISSUANCE, TERM, AMOUNT,
   28  INTEREST RATE AND MEANS OF REPAYMENT INCLUDING ALL REFINANCINGS,  CALLS,
   29  REFUNDINGS, DEFEASEMENTS AND INTEREST RATE EXCHANGE OR OTHER SUCH AGREE-
   30  MENTS;  AND (6) AT A MINIMUM A FOUR-YEAR FINANCIAL PLAN, INCLUDING (A) A
   31  CURRENT AND PROJECTED  CAPITAL  BUDGET,  AND  (B)  AN  OPERATING  BUDGET
   32  REPORT,  INCLUDING  AN  ACTUAL VERSUS ESTIMATED BUDGET, WITH AN ANALYSIS
   33  AND MEASUREMENT OF FINANCIAL AND OPERATING PERFORMANCE.
   34    C. A STATISTICAL SECTION PRESENTING ADDITIONAL INFORMATION AS  CONTEXT
   35  FOR  FURTHER  UNDERSTANDING  OF  THE INFORMATION IN THE FINANCIAL STATE-
   36  MENTS, NOTE DISCLOSURES AND SCHEDULES, INCLUDING (1)  FINANCIAL  TRENDS;
   37  (2)  DEBT  CAPACITY;  (3) OPERATING AND SERVICE DATA; (4) INFORMATION ON
   38  PORT AUTHORITY OPERATING RESULTS;  (5)  INFORMATION  ON  PORT  AUTHORITY
   39  CAPITAL  PROGRAM  COMPONENTS; (6) INFORMATION ON PORT AUTHORITY FACILITY
   40  TRAFFIC; AND (7) SELECTED STATISTICAL, DEMOGRAPHIC AND ECONOMIC DATA  ON
   41  THE NEW YORK-NEW JERSEY METROPOLITAN REGION.
   42    D.  A  CORPORATE INFORMATION SECTION PROVIDING: (1) A LIST OF ALL REAL
   43  PROPERTY OF THE PORT AUTHORITY; (2) A LIST AND FULL DESCRIPTION OF  REAL
   44  PROPERTY  AND  PERSONAL  PROPERTY  THAT HAS A SALE PRICE OF OVER $10,000
   45  DISPOSED OF DURING THE PERIOD, INCLUDING THE PRICE RECEIVED BY THE  PORT
   46  AUTHORITY  AND  THE  NAME  OF THE PURCHASER FOR ALL PROPERTY SOLD BY THE
   47  PORT AUTHORITY DURING THE PERIOD; (3) A COMPENSATION SCHEDULE THAT SHALL
   48  INCLUDE, BY POSITION, TITLE AND NAME OF THE PERSON HOLDING SUCH POSITION
   49  OR TITLE, THE SALARY, COMPENSATION, ALLOWANCE AND/OR  BENEFITS  PROVIDED
   50  TO  ANY OFFICER, DIRECTOR OR EMPLOYEE IN A DECISION MAKING OR MANAGERIAL
   51  POSITION OF SUCH AUTHORITY WHOSE BASE SALARY IS IN EXCESS  OF  $150,000;
   52  (4) BIOGRAPHICAL INFORMATION, NOT INCLUDING CONFIDENTIAL PERSONAL INFOR-
   53  MATION,  FOR  ALL  DIRECTORS  AND OFFICERS AND EMPLOYEES FOR WHOM SALARY
   54  REPORTING IS REQUIRED; (5) A DESCRIPTION OF THE AUTHORITY AND ITS  BOARD
   55  STRUCTURE,  INCLUDING (A) NAMES OF COMMITTEES AND COMMITTEE MEMBERS, (B)
   56  LISTS OF BOARD  MEETINGS  AND  ATTENDANCE,  (C)  DESCRIPTIONS  OF  MAJOR
       A. 8298                            11
    1  AUTHORITY  UNITS,  SUBSIDIARIES,  AND  (D)  NUMBER OF EMPLOYEES; (6) ITS
    2  MISSION STATEMENT, CHARTER, IF ANY, AND BY-LAWS; AND (7)  A  DESCRIPTION
    3  OF  ANY  MATERIAL  PENDING  LITIGATION  IN  WHICH  THE PORT AUTHORITY IS
    4  INVOLVED AS A PARTY DURING THE REPORTING YEAR.
    5    2.  AUDITS  AND  FINANCIAL  STATEMENTS.  A.  THE  PORT AUTHORITY SHALL
    6  PREPARE FINANCIAL STATEMENTS ON AN  ANNUAL  BASIS,  IN  ACCORDANCE  WITH
    7  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES,  KNOWN  AS  GAAP,  AND  THE
    8  ACCOUNTING STANDARDS ISSUED BY  THE  GOVERNMENTAL  ACCOUNTING  STANDARDS
    9  BOARD, KNOWN AS GASB.
   10    B.  THE  AUDIT  COMMITTEE  OF  THE  BOARD OF COMMISSIONERS OF THE PORT
   11  AUTHORITY SHALL ARRANGE FOR AN  INDEPENDENT  FIRM  OF  CERTIFIED  PUBLIC
   12  ACCOUNTANTS  TO PERFORM AN AUDIT OF THE FINANCIAL STATEMENTS OF THE PORT
   13  AUTHORITY EACH YEAR, IN ACCORDANCE WITH  GENERALLY  ACCEPTED  ACCOUNTING
   14  PRINCIPLES  AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS SUBDIVISION.
   15  EACH INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS THAT PERFORMS  ANY
   16  AUDIT  REQUIRED BY THIS ARTICLE SHALL TIMELY REPORT TO THE AUDIT COMMIT-
   17  TEE OF THE PORT AUTHORITY: (1)  ALL  CRITICAL  ACCOUNTING  POLICIES  AND
   18  PRACTICES  TO  BE  USED;  AND (2) OTHER MATERIAL WRITTEN COMMUNICATIONS,
   19  THAT IS NOT PRIVILEGED OR CONFIDENTIAL, BETWEEN THE INDEPENDENT FIRM  OF
   20  CERTIFIED  PUBLIC  ACCOUNTANTS AND THE MANAGEMENT OF THE PORT AUTHORITY,
   21  INCLUDING THE MANAGEMENT LETTER ALONG WITH MANAGEMENT'S RESPONSE OR PLAN
   22  OF CORRECTIVE ACTION, MATERIAL CORRECTIONS  IDENTIFIED  OR  SCHEDULE  OF
   23  UNADJUSTED DIFFERENCES.
   24    C.  EVERY  FINANCIAL  STATEMENT  PREPARED PURSUANT TO THIS SUBDIVISION
   25  SHALL BE APPROVED BY THE BOARD OF COMMISSIONERS. AS A CONDITION  TO  THE
   26  ISSUANCE  OF  THE ANNUAL FINANCIAL STATEMENTS OF THE PORT AUTHORITY, THE
   27  CHIEF EXECUTIVE OFFICER AND THE CHIEF  FINANCIAL  OFFICER  OF  THE  PORT
   28  AUTHORITY  SHALL  BE  REQUIRED  TO  MAKE A WRITTEN CERTIFICATION TO THAT
   29  EFFECT THAT, TO THE BEST OF THEIR KNOWLEDGE AND  BELIEF,  THE  FINANCIAL
   30  AND OTHER INFORMATION IN  THE CONSOLIDATED FINANCIAL STATEMENTS IS ACCU-
   31  RATE IN ALL MATERIAL RESPECTS AND HAS BEEN REPORTED IN A MANNER DESIGNED
   32  TO  PRESENT  FAIRLY  THE  PORT  AUTHORITY'S  NET  ASSETS, CHANGES IN NET
   33  ASSETS, AND CASH FLOWS, IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
   34  PRINCIPLES AND STANDARDS REFERENCED IN PARAGRAPH A OF THIS  SUBDIVISION;
   35  AND,  THAT  ON  THE  BASIS THAT THE COST OF INTERNAL CONTROLS SHOULD NOT
   36  OUTWEIGH THEIR BENEFITS, THE PORT AUTHORITY HAS ESTABLISHED A COMPREHEN-
   37  SIVE FRAMEWORK OF INTERNAL CONTROLS TO PROTECT  ITS  ASSETS  FROM  LOSS,
   38  THEFT,  OR  MISUSE,  AND  TO  PROVIDE  REASONABLE (RATHER THAN ABSOLUTE)
   39  ASSURANCE REGARDING THE RELIABILITY OF FINANCIAL REPORTING AND THE PREP-
   40  ARATION OF THE CONSOLIDATED  FINANCIAL  STATEMENTS  IN  ACCORDANCE  WITH
   41  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES  AND STANDARDS REFERENCED IN
   42  PARAGRAPH A OF THIS SUBDIVISION.
   43    D. NOTWITHSTANDING ANY OTHER PROVISION OF LAW  TO  THE  CONTRARY,  THE
   44  PORT  AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT FIRM OF CERTIFIED
   45  PUBLIC ACCOUNTANTS FOR AUDIT SERVICES TO THE AUTHORITY IF  THE  LEAD  OR
   46  COORDINATING  AUDIT PARTNER HAVING PRIMARY RESPONSIBILITY FOR THE AUDIT,
   47  OR THE AUDIT PARTNER RESPONSIBLE FOR REVIEWING THE AUDIT, HAS  PERFORMED
   48  AUDIT SERVICES FOR THE TWO PREVIOUS FISCAL YEARS OF SUCH AUTHORITY.
   49    E.  THE PORT AUTHORITY SHALL NOT CONTRACT WITH THE INDEPENDENT FIRM OF
   50  CERTIFIED PUBLIC ACCOUNTANTS PERFORMING THE PORT AUTHORITY'S  AUDIT  FOR
   51  ANY  NON-AUDIT  SERVICES  TO  SUCH  AUTHORITY CONTEMPORANEOUSLY WITH THE
   52  AUDIT, UNLESS RECEIVING PREVIOUS WRITTEN APPROVAL BY THE AUDIT COMMITTEE
   53  INCLUDING: (1) BOOKKEEPING OR OTHER SERVICES RELATED TO  THE  ACCOUNTING
   54  RECORDS  OR FINANCIAL STATEMENTS OF SUCH AUTHORITY; (2) FINANCIAL INFOR-
   55  MATION SYSTEMS DESIGN AND IMPLEMENTATION;  (3)  APPRAISAL  OR  VALUATION
   56  SERVICES,  FAIRNESS OPINIONS, OR CONTRIBUTION-IN-KIND REPORTS; (4) ACTU-
       A. 8298                            12
    1  ARIAL SERVICES; (5) INTERNAL AUDIT OUTSOURCING SERVICES; (6)  MANAGEMENT
    2  FUNCTIONS  OR  HUMAN SERVICES; (7) BROKER OR DEALER, INVESTMENT ADVISOR,
    3  OR INVESTMENT BANKING  SERVICES;  AND  (8)  LEGAL  SERVICES  AND  EXPERT
    4  SERVICES UNRELATED TO THE AUDIT.
    5    F.  THE  PORT AUTHORITY SHALL NOT CONTRACT WITH AN INDEPENDENT FIRM OF
    6  CERTIFIED PUBLIC ACCOUNTANTS FOR ANY AUDIT SERVICE IF THE  CHIEF  EXECU-
    7  TIVE  OFFICER,  COMPTROLLER,  CHIEF FINANCIAL OFFICER, TREASURER, OR ANY
    8  OTHER PERSON SERVING IN AN EQUIVALENT POSITION FOR  THE  AUTHORITY,  WAS
    9  EMPLOYED  BY  THAT  INDEPENDENT FIRM OF CERTIFIED PUBLIC ACCOUNTANTS AND
   10  PARTICIPATED IN ANY CAPACITY IN THE AUDIT OF THE  AUTHORITY  DURING  THE
   11  ONE YEAR PERIOD PRECEDING THE DATE OF THE INITIATION OF THE AUDIT.
   12    3.  THE  PORT  AUTHORITY  SHALL  MAKE ACCESSIBLE TO THE PUBLIC VIA ITS
   13  WEBSITE AN EXECUTIVE SUMMARY OF ITS MOST RECENT INDEPENDENT AUDIT REPORT
   14  UNLESS SUCH INFORMATION IS EXEMPT FROM  DISCLOSURE  PURSUANT  TO  EITHER
   15  STATE'S FREEDOM OF INFORMATION LAWS.
   16                                ARTICLE VII-D
   17    1. PROPERTY DISPOSITION. ANY SALE OF REAL PROPERTY BY THE PORT AUTHOR-
   18  ITY  SHALL BE UNDERTAKEN AND CONDUCTED PURSUANT TO THE PROVISIONS OF THE
   19  EXISTING LAWS GOVERNING THE SALE OF REAL PROPERTY BY THE PORT  AUTHORITY
   20  IN  THE  STATE IN WHICH SUCH REAL PROPERTY IS LOCATED AND BY APPROVAL OF
   21  THE BOARD OF COMMISSIONERS.
   22    A. NO DISPOSITION OF REAL PROPERTY, OR ANY INTEREST IN REAL  PROPERTY,
   23  SHALL BE MADE UNLESS AN APPRAISAL OF THE VALUE OF SUCH REAL PROPERTY HAS
   24  BEEN  MADE BY AN INDEPENDENT APPRAISER AND INCLUDED IN THE RECORD OF THE
   25  TRANSACTION, AND, PROVIDED FURTHER, THAT NO  DISPOSITION  OF  ANY  OTHER
   26  REAL  PROPERTY, WHICH BECAUSE OF ITS UNIQUE NATURE OR THE UNIQUE CIRCUM-
   27  STANCES OF THE PROPOSED TRANSACTION IS NOT READILY VALUED  BY  REFERENCE
   28  TO  AN  ACTIVE MARKET FOR SIMILAR REAL PROPERTY, SHALL BE MADE WITHOUT A
   29  SIMILAR APPRAISAL.
   30    B. DISPOSAL OF REAL PROPERTY FOR LESS THAN FAIR MARKET VALUE. NO PROP-
   31  ERTY OWNED, LEASED, OR OTHERWISE IN THE CONTROL OF  THE  PORT  AUTHORITY
   32  MAY  BE  SOLD,  LEASED,  OR  OTHERWISE  ALIENATED FOR LESS THAN ITS FAIR
   33  MARKET VALUE UNLESS:
   34    (I) THE TRANSFEREE IS A GOVERNMENT OR OTHER  PUBLIC  ENTITY,  AND  THE
   35  TERMS  AND CONDITIONS OF THE TRANSFER REQUIRE THAT THE OWNERSHIP AND USE
   36  OF THE REAL PROPERTY WILL REMAIN WITH THE GOVERNMENT OR ANY OTHER PUBLIC
   37  ENTITY; OR
   38    (II) THE PURPOSE OF THE TRANSFER IS WITHIN THE  PURPOSE,  MISSION,  OR
   39  GOVERNING  STATUTE  OF THE PORT AUTHORITY AND A WRITTEN DETERMINATION IS
   40  MADE BY THE BOARD OF COMMISSIONERS THAT THERE IS NO REASONABLE  ALTERNA-
   41  TIVE  TO  THE PROPOSED BELOW-MARKET TRANSFER THAT WOULD ACHIEVE THE SAME
   42  PURPOSE OF SUCH TRANSFER, PRIOR TO BOARD APPROVAL OF SUCH A TRANSFER.
   43    C. THE BOARD SHALL ADOPT, WITHIN SIX MONTHS OF THE EFFECTIVE  DATE  OF
   44  THIS  ARTICLE, APPROPRIATE RULES AND REGULATIONS CONCERNING DISPOSITION,
   45  ACQUISITION, AND TRANSFER OF REAL PROPERTY OR ANY INTEREST IN REAL PROP-
   46  ERTY BY THE PORT AUTHORITY WHICH SHALL, AT A MINIMUM, INCLUDE A REQUIRE-
   47  MENT THAT THE FOLLOWING INFORMATION BE MADE AVAILABLE TO  THE  BOARD  OF
   48  COMMISSIONERS  AT  THE  MEETING  WHERE  APPROVAL  OF SUCH A DISPOSITION,
   49  ACQUISITION OR TRANSFER IS SCHEDULED:
   50    (I) A FULL DESCRIPTION OF THE PROPERTY;
   51    (II) A DESCRIPTION OF THE PURPOSE OF THE DISPOSITION, ACQUISITION,  OR
   52  TRANSFER;
   53    (III) A STATEMENT OF THE VALUE TO BE RECEIVED FROM SUCH A DISPOSITION,
   54  ACQUISITION, OR TRANSFER;
       A. 8298                            13
    1    (IV)  THE  NAMES  OF ANY PRIVATE PARTIES PARTICIPATING IN THE DISPOSI-
    2  TION, ACQUISITION, OR TRANSFER; AND
    3    (V)  IN  THE  CASE OF A PROPERTY DISPOSITION FOR LESS THAN FAIR MARKET
    4  VALUE, AN EXPLANATION AND  A  WRITTEN  DETERMINATION  BY  THE  BOARD  OF
    5  COMMISSIONERS  THAT  THERE  IS NO REASONABLE ALTERNATIVE TO THE PROPOSED
    6  BELOW-MARKET VALUE THAT WOULD ACHIEVE THE SAME PURPOSE OF SUCH  DISPOSI-
    7  TION.
    8    D.  NOT  LESS  THAN TEN DAYS IN ADVANCE OF ANY MEETING OF THE BOARD OF
    9  COMMISSIONERS OF THE PORT AUTHORITY AT WHICH THE BOARD OF  COMMISSIONERS
   10  IS TO CONSIDER AN ACTION TO AUTHORIZE THE SALE OF REAL PROPERTY OWNED BY
   11  THE  PORT  AUTHORITY,  THE CHIEF EXECUTIVE OFFICER OF THE PORT AUTHORITY
   12  SHALL PROVIDE PUBLIC NOTICE OF SUCH PROPOSED ACTION ALONG WITH  RELEVANT
   13  MATERIAL  TERMS  AND  PROVISIONS OF SUCH SALE INCLUDING, BUT NOT LIMITED
   14  TO, THE INFORMATION MADE AVAILABLE  PURSUANT  TO  PARAGRAPH  C  OF  THIS
   15  SUBDIVISION, BY POSTING ON THE PORT AUTHORITY'S WEBSITE.
   16    E.  THE CHIEF EXECUTIVE OFFICER MAY AUTHORIZE OR ARRANGE FOR CONTRACTS
   17  FOR THE SALE OF PERSONAL PROPERTY OWNED BY THE PORT AUTHORITY OR ARRANGE
   18  FOR CONTRACTS FOR THE SALE  OF  PERSONAL  PROPERTY  OWNED  BY  THE  PORT
   19  AUTHORITY  UPON SUCH TERMS AND CONDITIONS AS THE CHIEF EXECUTIVE OFFICER
   20  MAY DEEM PROPER AND EXECUTE THE SAME ON BEHALF  OF  THE  PORT  AUTHORITY
   21  WHERE  THE  VALUE  OF  SUCH  PERSONAL  PROPERTY  IS NOT IN EXCESS OF ONE
   22  MILLION DOLLARS; PROVIDED, HOWEVER, THAT  PERSONAL  PROPERTY  VALUED  AT
   23  MORE THAN $250,000 SHALL NOT BE SOLD BY AUTHORITY OF THE CHIEF EXECUTIVE
   24  OFFICER  OTHER  THAN  TO  THE HIGHEST BIDDER AFTER PUBLIC ADVERTISEMENT.
   25  WHERE THE VALUE OF SUCH PERSONAL PROPERTY IS IN  EXCESS  OF  $1,000,000,
   26  THE SALE OF SUCH PROPERTY MUST BE AUTHORIZED BY THE BOARD OF COMMISSION-
   27  ERS  OF THE PORT AUTHORITY UPON SUCH TERMS AS THE BOARD OF COMMISSIONERS
   28  MAY DEEM PROPER.
   29    F. THE PORT AUTHORITY MAY RETAIN BROKERS OR THIRD-PARTY  VENDORS  THAT
   30  FACILITATE  ONLINE  AUCTIONS, OR ASSIST IN DISPOSING OF SURPLUS REAL AND
   31  PERSONAL PROPERTY OF THE PORT AUTHORITY.
   32    2. DEBT ISSUANCE. A.   THE ISSUANCE  OF  ANY  BONDS,  NOTES  OR  OTHER
   33  INSTRUMENTS OF INDEBTEDNESS BY THE PORT AUTHORITY SHALL BE UNDERTAKEN IN
   34  A  MANNER  CONSISTENT  WITH APPLICABLE LAWS GOVERNING THE PORT AUTHORITY
   35  AND COVENANTS WITH THE HOLDERS OF THE PORT AUTHORITY'S BONDS,  NOTES  OR
   36  OTHER INSTRUMENTS OF INDEBTEDNESS.
   37    B.  AT  LEAST SIXTY DAYS PRIOR TO THE END OF ITS FISCAL YEAR, THE PORT
   38  AUTHORITY SHALL SUBMIT TO THE GOVERNOR, STATE COMPTROLLER, AND  LEGISLA-
   39  TURE  OF  EACH STATE A STATEMENT OF INTENT IN REGARDS TO THE ISSUANCE OF
   40  AND OVERALL AMOUNT OF BONDS, NOTES, OR  OTHER  DEBT  OBLIGATIONS  ANTIC-
   41  IPATED,  AT  THE TIME THE STATEMENT IS SUBMITTED, DURING THE NEXT FISCAL
   42  YEAR.
   43    3. CAPITAL PLAN. THE PORT AUTHORITY SHALL  ADOPT  A  TEN-YEAR  CAPITAL
   44  PLAN  THAT IS DEVELOPED USING A COMPREHENSIVE PLANNING PROCESS AND RISK-
   45  BASED PRIORITIZATION THAT CONSIDERS  ASSET  CONDITION,  OPERATIONAL  AND
   46  REVENUE  IMPACT,  THREAT ASSESSMENT, CUSTOMER SERVICE, REGIONAL BENEFIT,
   47  AND REGULATORY OR STATUTORY REQUIREMENTS.  THE  CAPITAL  PLAN  SHALL  BE
   48  DEPENDENT   UPON  THE  AVAILABILITY  OF  SUFFICIENT  FUNDING  AND  OTHER
   49  RESOURCES TO PURSUE THE CAPITAL PROJECTS PROPOSED FOR THE TEN-YEAR PERI-
   50  OD. PERFORMANCE PROGRESS AND REVISIONS TO REFLECT CHANGES  IN  PROGRAMS,
   51  POLICIES  AND  PROJECTS  AND THE ENVIRONMENT IN WHICH THE PORT AUTHORITY
   52  OPERATES SHALL BE REVIEWED REGULARLY BY A COMMITTEE  DESIGNATED  BY  THE
   53  BOARD  OF  COMMISSIONERS,  AND THE CAPITAL PLAN SHALL BE REVISED PERIOD-
   54  ICALLY AS NECESSARY AND APPROPRIATE, AND  SHALL  BE  REVIEWED  WITH  THE
   55  BOARD  OF  COMMISSIONERS  ANNUALLY.  THE PORT AUTHORITY SHALL PUBLISH AN
   56  ANNUAL REPORT ON THE STATUS OF THE CAPITAL PROGRAM AND SUCH REPORT SHALL
       A. 8298                            14
    1  BE MADE PUBLICLY AVAILABLE ON THE PORT  AUTHORITY'S  WEBSITE.  PRIOR  TO
    2  ADOPTION  OF A CAPITAL PLAN, THE PORT AUTHORITY SHALL MAKE SUCH PROPOSED
    3  PLAN AVAILABLE FOR PUBLIC REVIEW AND COMMENTS ON ITS PUBLIC WEBSITE  FOR
    4  AT  LEAST  TWO WEEKS PRIOR TO APPROVAL, AND ALL COMMENTS RECEIVED ARE TO
    5  BE DISTRIBUTED TO THE BOARD OF COMMISSIONERS FOR REVIEW PRIOR TO CONSID-
    6  ERATION OF THE CAPITAL PLAN.
    7    4. OPERATING BUDGET. THE PORT AUTHORITY SHALL PREPARE A DETAILED ANNU-
    8  AL OPERATING BUDGET BEGINNING WITH THE FISCAL YEAR COMMENCING AFTER  THE
    9  EFFECTIVE DATE OF THE CHAPTER OF THE LAWS OF 2015 WHICH ADDED THIS ARTI-
   10  CLE. A PRELIMINARY ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAIL-
   11  ABLE  ON THE PORT AUTHORITY'S WEBSITE IN JULY OF EVERY FISCAL YEAR AND A
   12  FINAL ANNUAL OPERATING BUDGET SHALL BE MADE PUBLICLY AVAILABLE IN FEBRU-
   13  ARY OF EACH FISCAL YEAR.
   14    S 5. Severability clause. If any clause, sentence, paragraph, subdivi-
   15  sion, section or part of this act shall be  adjudged  by  any  court  of
   16  competent  jurisdiction  to  be invalid, such judgment shall not affect,
   17  impair, or invalidate the remainder thereof, but shall  be  confined  in
   18  its  operation  to the clause, sentence, paragraph, subdivision, section
   19  or part thereof directly involved in the controversy in which such judg-
   20  ment shall have been rendered. It is hereby declared to be the intent of
   21  the legislature that this act would  have  been  enacted  even  if  such
   22  invalid provisions had not been included herein.
   23    S  6.  This  act  shall take effect upon the enactment into law by the
   24  state of New Jersey of legislation having an identical effect with  this
   25  act,  but  if  the  state  of New Jersey shall have already enacted such
   26  legislation this act shall take effect immediately. The  chairperson  of
   27  the port authority shall notify the legislative bill drafting commission
   28  upon  the  enactment into law of such legislation by both such states in
   29  order that the commission may maintain an accurate and timely  effective
   30  data  base  of the official text of the laws of the state of New York in
   31  furtherance of effecting the provisions of section 44 of the legislative
   32  law and section 70-b of the public officers law.