[Congressional Bills 107th Congress]
[From the U.S. Government Publishing Office]
[H.R. 143 Introduced in House (IH)]
107th CONGRESS
1st Session
H. R. 143
To authorize the United States to enter into an executive agreement
with Canada relating to the establishment and operation of a binational
corporation to operate, maintain, and improve facilities on the Saint
Lawrence Seaway, and for other purposes.
_______________________________________________________________________
IN THE HOUSE OF REPRESENTATIVES
January 3, 2001
Mr. Oberstar introduced the following bill; which was referred to the
Committee on Transportation and Infrastructure, and in addition to the
Committee on International Relations, for a period to be subsequently
determined by the Speaker, in each case for consideration of such
provisions as fall within the jurisdiction of the committee concerned
_______________________________________________________________________
A BILL
To authorize the United States to enter into an executive agreement
with Canada relating to the establishment and operation of a binational
corporation to operate, maintain, and improve facilities on the Saint
Lawrence Seaway, and for other purposes.
Be it enacted by the Senate and House of Representatives of the
United States of America in Congress assembled,
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) Short Title.--This Act may be cited as the ``Binational Great
Lakes-Seaway Enhancement Act of 2001''.
(b) Table of Contents.--
Sec. 1. Short title; table of contents.
Sec. 2. Findings and purposes.
Sec. 3. Definitions.
Sec. 4. Executive agreement.
TITLE I--SAINT LAWRENCE SEAWAY CORPORATION
Sec. 101. Functions of Corporation.
Sec. 102. Board of directors.
Sec. 103. Director General.
Sec. 104. Employment system and practices.
Sec. 105. SLSDC employees.
Sec. 106. Conflicts of interest.
Sec. 107. Acquisition of property by Secretary.
Sec. 108. Corporate powers.
Sec. 109. Ownership of assets.
Sec. 110. Transfer of rights, liabilities, and obligations.
Sec. 111. Continuation of regulations and agreement.
Sec. 112. Transfer of unexpended balances of appropriations.
Sec. 113. Audits and reports.
Sec. 114. Repeal of Saint Lawrence Seaway Act.
Sec. 115. Authorization of appropriations.
TITLE II--GREAT LAKES DEVELOPMENT BANK
Sec. 201. Establishment and status of Bank.
Sec. 202. Functions of Bank.
Sec. 203. Operational principles.
Sec. 204. Board of directors.
Sec. 205. Managing director.
Sec. 206. Forms of assistance.
Sec. 207. Eligible projects.
Sec. 208. Conditions on assistance.
Sec. 209. Bank requirements.
Sec. 210. Bank corporate powers.
Sec. 211. Bank membership.
Sec. 212. United States participation.
Sec. 213. Limitations on United States liability.
Sec. 214. Federal Reserve banks as depositories.
Sec. 215. Reports on bank securities.
Sec. 216. Jurisdiction and venue of civil actions by or against Bank.
Sec. 217. Audits and reports.
Sec. 218. Authorization of appropriations.
SEC. 2. FINDINGS AND PURPOSES.
(a) Findings.--Congress makes the following findings:
(1) The Saint Lawrence Seaway is an important
transportation route linking the industrial heartland of the
United States with the rest of the world.
(2) More than 20 percent of our Nation's output is produced
in the Great Lakes-Saint Lawrence Seaway basin and about 15
percent of our exports originates from that region.
(3) About 10 percent of the United States population and
about \1/4\ of Canada's population live in the Great Lakes
basin and the livelihood of many of these people would be
improved by modernization of the Seaway.
(4) The Seaway, as a transportation corridor, is
constrained by its limited physical dimensions, currently
capable of accommodating only about 30 percent of the world's
ocean fleet.
(5) Costs to users of the Seaway can be reduced by
eliminating duplicative operations by the United States and
Canada.
(6) Although the financial markets are efficient and
capable of meeting the financing needs of large borrowers,
small public and private entities often encounter difficulties
in obtaining credit on reasonable terms to finance their
investment projects.
(7) Small maritime commerce-related enterprises in the
Great Lakes and Seaway region, such as ports, warehouses, and
terminals, have potential investment projects that could
benefit from an additional credit facility that provides
innovative investment financing and with a special focus on the
Great Lakes and the Seaway.
(8) High-risk ventures, such as cargo liner service and
passenger cruise service, are beginning or under consideration
for the Great Lakes. Their feasibility or viability would be
improved with credit or other financing assistance available
only outside regular commercial channels.
(b) Purposes.--The purposes of this Act are as follows:
(1) To authorize establishment and operation of a
binational Saint Lawrence Seaway Corporation that coordinates
and streamlines operation of the Seaway for the purposes of
reducing operating costs and costs to users and for making the
Seaway more competitive as a transportation route.
(2) To transfer operations and employees of the Saint
Lawrence Seaway Development Corporation to the binational
corporation.
(3) To establish a procedure to assist the binational
corporation in achieving long-term financial viability.
(4) To establish a legislative procedure for approving an
executive agreement entered into under section 4 to carry out
the purposes of paragraphs (1), (2), and (3).
(5) To authorize establishment and operation of a
binational Great Lakes Development Bank that provides increased
financing flexibility for maritime commerce-related
infrastructure investment on the Great Lakes and the Seaway and
for establishing freight or passenger liner service between
ports on the Great Lakes and the Seaway and ports in other
countries.
(6) To establish a structure of membership for the Bank,
including certain financial responsibilities of Bank members.
(7) To authorize participation by the United States in the
Bank and to specify limitations on such participation.
SEC. 3. DEFINITIONS.
In this Act, the following definitions apply:
(1) Bank.--The term ``Bank'' means the Great Lakes
Development Bank to be established under this Act.
(2) Bank board.--The term ``Bank Board'' means the board of
directors of the Bank.
(3) Chairman.--The term ``Chairman'' means the Chairman of
the Corporate Board.
(4) Competitive service.--The term ``competitive service''
has the meaning such term has under section 2102 of title 5,
United States Code.
(5) Corporate board.--The term ``Corporate Board'' means
the board of directors of the Corporation.
(6) Corporation.--The term ``Corporation'' means the Saint
Lawrence Seaway Corporation to be established under this Act.
(7) Date of agreement.--The term ``date of agreement''
means the date on which the executive agreement authorized by
section 4 of this Act is signed by the representatives of the
United States and Canada.
(8) Date of establishment of the bank.--The term ``date of
establishment of the Bank'' means the date the last member of
the initial Bank Board is appointed.
(9) Date of establishment of the corporation.--The term
``date of establishment'' means the date the last initial
member of the Corporate Board is appointed.
(10) Date of operation.--The term ``date of operation''
means the first January 15th following the date of appointment
of the initial Director General.
(11) Director general.--The term ``Director General'' means
the Director General of the Corporation.
(12) Fixed assets.--The term ``fixed assets'' means
buildings, vessel traffic control centers, and locks and major
appurtenant facilities, including any gatelifters, tugboats,
and buoy tenders.
(13) Great lakes.--The term ``Great Lakes'' means Lake
Ontario, Lake Erie, Lake Huron (including Lake St. Clair), Lake
Michigan, and Lake Superior and the following connecting
channels: the Detroit River, the St. Clair River, and the St.
Marys River.
(14) Great lakes provinces.--The term ``Great Lakes
Provinces'' means the Canadian Provinces of Ontario and Quebec.
(15) Great lakes states.--The term ``Great Lakes States''
means the States of Illinois, Indiana, Michigan, Minnesota, New
York, Ohio, Pennsylvania, and Wisconsin.
(16) Managing director.--The term ``Managing Director''
means the Managing Director of the Bank.
(17) Secretary.--The term ``Secretary'' means the Secretary
of Transportation.
(18) SLSDC.--The term ``SLSDC'' means the Saint Lawrence
Seaway Development Corporation.
(19) SLSDC employees.--The term ``SLSDC employees'' means
all permanent SLSDC personnel employed on the day before the
date of operation.
(20) Saint lawrence seaway.--The term ``Saint Lawrence
Seaway'' means the deep-draft waterway between the port of
Montreal and Lake Ontario and the deep-draft waterway known as
the Welland Canal and includes all locks, canals, and
connecting and contiguous waters that are part of the deep-
draft waterway and all other canals and works, wherever
located, the management, administration, and control of which
are under the Saint Lawrence Seaway Development Corporation or
the Saint Lawrence Seaway Management Corporation of Canada on
the day before the date of operation.
(21) Transfer.--The term ``transfer'', as used with respect
to SLSDC employees, means the transfer and retention of such
employees by the Corporation.
SEC. 4. EXECUTIVE AGREEMENT.
(a) In General.--The President is authorized to enter into an
executive agreement on behalf of the United States with Canada--
(1) to establish and operate a binational corporation to be
known as the ``Saint Lawrence Seaway Corporation'' for the
purposes of operating, maintaining, and improving the assets of
the United States and Canada on the Saint Lawrence Seaway,
facilitating safe navigation on the Seaway, and promoting
domestic and international trade involving the Great Lakes
States and Great Lakes Provinces; and
(2) to establish a binational credit facility to be known
as the ``Great Lakes Development Bank'' for the purposes of
providing loans and other assistance and technical and
management assistance to the Seaway and public and private
entities that are involved in maritime commerce in the Great
Lakes and Seaway region and facilitating maritime commerce-
related investment on the Seaway and in such region.
The executive agreement shall include, at a minimum, such terms and
conditions as are necessary to ensure compliance with this Act on a
continuing basis.
(b) Guiding Principles.--In negotiating the executive agreement
under this section, the United States shall be guided by the following
principles:
(1) Improvement of operational coordination among assets of
the United States and Canada on the Seaway.
(2) Assurance of navigational safety on, and operational
reliability of, the Seaway.
(3) Establishment of clear and mutually advantageous rules
governing the combination of Seaway assets and employees of the
United States and Canada.
(4) Protection of the rights and interests of current
Seaway employees of the United States and Canada.
(5) Enhancement of the competitiveness of the Seaway as a
transportation route for world trade.
(6) Development of vessel and cargo traffic through the
Seaway and expansion of world trade involving the Great Lakes
States and Great Lakes Provinces.
(7) Creation of new business and employment opportunities
in, and improvement of living standards for, such States and
Provinces.
(8) Facilitation of infrastructure investment in the Great
Lakes and Seaway region.
(9) Protection of the sovereign interests of the United
States and Canada.
(10) Assurance of equity between the United States and
Canada with respect to their authorities over, and
responsibilities for, establishment and operation of the
Corporation.
(11) Protection of the aquatic and riparian environment of
the Seaway and the Great Lakes.
(12) Assurance of equity between the United States and
Canada in their respective contributions toward the
establishment and operations of the Corporation and the Bank.
(13) Assurance of equity between the United States and
Canada in their respective opportunities of obtaining loans and
other assistance from the Bank.
(14) Improvement of the general welfare of the Great Lakes
States and Great Lake Provinces.
(c) Agreement Negotiation and Submittal to President.--The
agreement under this section shall be negotiated by the Secretary of
State, with the technical assistance and concurrence of the Secretary,
and shall be submitted to the President jointly by the Secretary of
State and the Secretary, together with the views and recommendations of
the Secretary of State and the Secretary.
(d) Analysis by Secretary.--The Secretary shall analyze the
agreement negotiated under this section and the principles set forth in
subsection (b) to determine if the agreement is consistent with such
principles and substantially complies with the requirements of this
Act. Not later than 30 days after the date of agreement, the Secretary
shall submit to the President a report on the results of such analysis.
(e) Certification and Approval by President.--The President shall
determine and certify that the terms of the agreement are consistent
with the principles set forth in subsection (b) and substantially
comply with the requirements of this Act.
(f) Congressional Review Procedure.--
(1) Submission to congress.--Before the President may
exchange notes with the Government of Canada under subsection
(g), the President shall submit to each House of Congress a
report containing--
(A) a copy of the agreement negotiated under this
section;
(B) the certification of the President under
subsection (e); and
(C) the analysis of the Secretary under subsection
(d).
(2) Limitation on effective date.--The agreement may only
take effect after--
(A) the date occurring 60 legislative days after
the date on which Congress receives the agreement; or
(B) in any case in which Congress passes a joint
resolution of disapproval relating to the agreement
under such an expedited procedure as Congress may
provide and the President signs a veto of such
resolution, the earlier date--
(i) on which either House of Congress votes
and fails to override the veto of the
President; or
(ii) occurring 30 legislative days after
the date on which Congress received the veto
and objections of the President.
(g) Conditions for Entry Into Force of Agreement.--The President
shall exchange notes with the Government of Canada providing for the
entry into force of the agreement with respect to Canada at such time
before the appointment by the President of any member to the Corporate
Board as--
(1) the President--
(A) determines that Canada has implemented the
statutory changes necessary to bring Canada into
compliance with its obligations under the agreement,
and
(B) transmits a report to the House of
Representatives and the Senate setting forth the
determination under subparagraph (A); and
(2) Canada exchanges notes with the United States providing
for the entry into force of the agreement.
TITLE I--SAINT LAWRENCE SEAWAY CORPORATION
SEC. 101. FUNCTIONS OF CORPORATION.
The Corporation shall be responsible for the following:
(1) Operating, maintaining, and improving the assets of the
United States and Canada on the Saint Lawrence Seaway.
(2) Ensuring safe navigation in, and reliable operation of,
the Seaway.
(3) Providing a high quality of service to users of, and
visitors to, the Seaway.
(4) Promoting domestic and international trade involving
the Great Lakes States and Great Lakes Provinces.
(5) Facilitating and supporting agencies with primary
responsibility for enforcing marine safety and environmental
protection regulations of the United States, Canada, the Great
Lakes States, and the Great Lakes Provinces in enforcing such
regulations and any additional regulations for the protection
of safety and the environment in the Seaway that are issued by
the Corporation and are consistent with such marine safety and
environmental protection regulations.
(6) Ensuring the orderly transfer to the Corporation of--
(A) responsibilities for assets of the United
States and Canada on the Seaway; and
(B) employees from the SLSDC and the Saint Lawrence
Seaway Authority of Canada.
(7) Developing a long-term plan for operating, maintaining,
and improving Seaway assets and for financing such operation,
maintenance, and improvements.
SEC. 102. BOARD OF DIRECTORS.
(a) In General.--The Corporation shall have a board of directors
which shall be composed of 12 members as follows:
(1) The Secretary or, if the Secretary so designates, the
Deputy Secretary of Transportation or the Assistant Secretary
of Transportation who has responsibility for international
affairs.
(2) 5 members appointed by the President, by and with the
advice and consent of the Senate--
(A) 1 of whom shall be an official of a Great Lakes
State;
(B) 1 of whom shall be an official of a political
subdivision of a Great Lakes State; and
(C) 3 of whom may not be an officer or employee of
the United States or a State.
(3) 6 members appointed or otherwise designated by the
Government of Canada.
(b) Chairman.--The members of the Corporate Board shall elect the
Chairman from among such members. No person may serve as Chairman for a
period of more than 2 years.
(c) Rules for Appointments.--
(1) Citizenship and background requirements.--Members of
the Corporate Board appointed under subsection (a)(2) shall be
citizens of the United States and shall have substantial
background and achievement in maritime commerce or corporate management
and finance or both.
(2) Consultation requirement.--In making appointments to
the Corporate Board under subsection (a)(2)(C), the President
shall consult with representatives from the maritime community
of the Great Lakes States and other persons affected by
operation of the Seaway.
(3) Diversification of appointees.--In making appointments
to the Corporate Board under subsection (a)(2)(C), the
President shall select persons to serve on the Corporate Board
who represent a diversity of interests of the Great Lakes
States.
(d) Duties.--The Corporate Board shall--
(1) establish an organizational structure for the
Corporation;
(2) establish management and operational policies of the
Corporation, including policies to ensure that members of the
Corporate Board and officers of the Corporation make decisions
relating to their responsibilities under this Act on the basis
of business and financial principles and not political
considerations;
(3) appoint, fix the compensation of, and establish the
authority and duties of, the Director General;
(4) establish an employment system for the Corporation;
(5) adopt, in an open process that affords an opportunity
for participation by interested persons and governmental
entities, such rules and regulations as may be necessary or
appropriate to conduct business of the Corporation;
(6) ensure that the functions of the Corporation described
in section 101 are carried out;
(7) develop and ensure compliance with a code of ethics for
the Corporation and its officers and employees;
(8) prepare and transmit to the President, Congress, and
the Government of Canada an annual business-type budget program
that--
(A) lays out the Corporation's plan of operation;
(B) contains estimates of the financial condition
and operations of the Corporation for the current and
following fiscal years and the financial condition and
results of such operations in the preceding fiscal
year;
(C) contains statements of the financial condition,
income and expense, and sources and use of money, an
analysis of surplus or deficit, and additional
statements and information to make known the financial
condition and operations of the Corporation, including
estimates of operations by major activities,
administrative expenses, borrowings, and expenditure
needed to make capital improvements; and
(D) provides for emergencies and other
contingencies so that the Corporation may carry out its
responsibilities;
(9) prepare and transmit to the President, Congress, and
the Government of Canada an annual management report which
includes--
(A) a statement of financial position;
(B) a statement of operations relating to the long-
term plan prepared under paragraph (10);
(C) a statement of cash flows;
(D) a reconciliation to the budget program of the
Corporation, if applicable;
(E) a statement on the internal accounting and
administrative control systems being implemented by the
Director General;
(F) the report resulting from the annual audit of
the financial statements of the Corporation conducted
by independent public accountants under section 114(a);
and
(G) any other comments and information necessary to
inform the President, Congress, and the Government of
Canada about the operations and financial condition of
the Corporation;
(10) prepare and, not later than the last day of the 5-year
period beginning on the date of establishment of the
Corporation, transmit to the President, Congress, and the
Government of Canada a long-term plan for operating and
improving the assets on the Saint Lawrence Seaway and for
financing such operation, maintenance, and improvements;
(11) prepare and, not later than the last day of such 5-
year period, transmit to the President, Congress, and the
Government of Canada a report on all actions by agencies of the
United States Government and the Government of Canada which
affect the safe and cost-effective operation of vessels through
the Seaway, including recommendations for assuming operation of
activities of such agencies by the Corporation; and
(12) conduct, or contract with an outside provider to
conduct, a study to determine the feasibility of various
options of improving the locks and other navigational
facilities on the Seaway.
(e) Term of Office.--
(1) In general.--Except as provided in paragraphs (2) and
(3), each member appointed to the Corporate Board by the
President or the Government of Canada shall serve for a term of
5 years. No person may serve on the Corporate Board for a
period of more than 10 years.
(2) Terms of initial appointees.--As designated by the
President at the time of appointment, of the members initially
appointed under subsection (a)(2)--
(A) 1 shall be appointed for a term of 1 year;
(B) 1 shall be appointed for a term of 2 years;
(C) 1 shall be appointed for a term of 3 years;
(D) 1 shall be appointed for a term of 4 years; and
(E) 1 shall be appointed for a term of 5 years.
(3) Removal for cause.--The President may remove from
office for cause, including failure to attend 3 consecutive
meetings of the Corporate Board scheduled by the Chairman, a
person appointed by the President to serve as a member of the
Corporate Board.
(4) Vacancies.--Any member appointed to fill a vacancy
occurring before the expiration of the term for which the
member's predecessor was appointed shall be appointed only for
the remainder of that term. A member may serve after the
expiration of that member's term until a successor has taken
office. A vacancy on the Corporate Board shall be filled in the
manner in which the original appointment was made.
(f) Compensation and Expenses.--
(1) Compensation.--A member of the Corporate Board
appointed under subsection (a)(2)(C) shall receive compensation
at a rate equivalent to 25 percent of the rate of pay in effect
for level III of the Executive Schedule under subchapter II of
chapter 53 of title 5, United States Code; except that, if such
member is elected Chairman, such member while serving as
Chairman may receive such additional compensation as the
Corporate Board determines appropriate. The Secretary or the
designee of the Secretary and members of the Corporate Board
appointed under subsections (a)(2)(A) and (a)(2)(B) shall serve
without pay.
(2) Travel and subsistence expenses.--Each member of the
Corporate Board appointed by the President and the Secretary or
the designee of the Secretary shall receive reimbursement for
actual travel and subsistence expenses incurred in the
performance of duties vested in the Corporate Board.
(g) Meetings.--
(1) Frequency.--The Corporate Board shall meet at the call
of the Chairman or at the request of at least 5 members of the
Corporate Board, but not less than once per calendar year.
(2) Quorum.--A quorum for any meeting of the Corporate
Board shall be at least 7 members, at least 3 of whom shall be
members referred to in subsections (a)(1) and (a)(2).
(3) Voting.--No action of the Corporate Board shall be
effective unless taken at a meeting at which a quorum of
members is present and a majority of those members vote in
favor of the action and at which a majority of the members
referred to in subsections (a)(1) and (a)(2) vote in favor of
the action.
(4) Transmittal of minutes to president and government of
canada.--The minutes of each meeting of the Corporate Board
shall be transmitted to the President and the Government of
Canada not later than 3 days (except Saturdays, Sundays, and
observed official holidays) after the date of such meeting.
(h) Veto by President.--Actions taken at a meeting of the Corporate
Board shall have no effect if, during a period of 10 days (except
Saturdays, Sundays, and observed official holidays) after the minutes
are transmitted under subsection (g)(4), the President disapproves the
meeting's minutes or any part thereof.
SEC. 103. DIRECTOR GENERAL.
(a) In General.--The Corporation shall have a Director General who
shall serve as chief executive officer of the Corporation. The Director
General shall be appointed by the Corporate Board for a term of 5
years.
(b) Performance-Based Contract.--A person appointed as Director
General shall enter into a performance-based contract with the
Corporate Board. The contract shall provide for assessment of
performance in terms of each of the following: Safety, reliability,
environmental protection, trade and traffic development,
intergovernmental cooperation, and management and financial
accountability. The specific standards for such assessments shall be
established by the Corporate Board. The contract shall incorporate
measurable goals as agreed to by the Director General and the Corporate
Board.
(c) Annual Performance Review.--The Corporate Board shall conduct
an annual review of the performance of the Director General. On the
basis of the results of the review, the Corporate Board may take such
action as the Corporate Board determines appropriate to award
additional compensation as an incentive or take corrective action in
accordance with the terms of the contract entered into under subsection
(b) with the Director General.
SEC. 104. EMPLOYMENT SYSTEM AND PRACTICES.
(a) Employment System.--The Corporate Board shall establish an
employment system for the Corporation. The Corporation employment
system shall--
(1) be established in accordance with the executive
agreement entered into under section 4 and the provisions of
this Act;
(2) provide for the consideration of the merit of each
employee of the Corporation or candidate for employment by the
Corporation and the qualifications and fitness of the employee
to hold the position concerned;
(3) prohibit discrimination against any person because of
race, color, national origin, nationality, religion, sex, age,
or disability;
(4) be designed to maximize the productivity of officers
and employees of the Corporation; and
(5) in the case of SLSDC employees, provide for the
appropriate transfer and retention of those employees between
positions in the competitive service and positions under the
employment system of the Corporation as provided in section
105.
(b) Collective Bargaining Rights.--
(1) In general.--Subject to sections 105(b)(1) and
105(b)(8), employees of the Corporation shall have--
(A) collective bargaining rights;
(B) the right to select their collective bargaining
representatives; and
(C) the right to negotiate with the Corporation as
to the laws that apply to such collective bargaining
rights.
(2) Acceptance of representative.--The Corporation shall
accept the collective bargaining representative or
representatives selected by the employees of the Corporation
under paragraph (1)(B).
(c) Appointment, Compensation, and Duties.--In accordance with the
policies established by the Corporate Board under section 102(d) and
subject to sections 105(b)(1) and 105(b)(3), the Director General may
appoint, fix the compensation of, and define the authority and duties
of, officers, employees, and agents of the Corporation necessary for
the management, operation, maintenance, and improvement of the Seaway
and related facilities, equipment, and appurtenances.
(d) Basic Pay.--Subject to sections 105(b)(1) and 105(b)(3), the
Director General shall establish, and from time to time may revise,
rates of basic pay for positions and employees of the Corporation.
(e) Benefits.--Subject to sections 105(b)(1), 105(b)(5), and
105(b)(6), the Corporation shall offer its officers and employees a
package of benefits which includes, at a minimum, sick, annual, and
holiday leaves, health benefits, life insurance, retirement benefits,
and a voluntary retirement savings program. Any SLSDC employee who
transfers to the Corporation shall continue to receive a package of
benefits, determined on the basis of the employee's length of service,
rate of basic pay, and other relevant factors, not less than that to
which the employee is entitled immediately prior to the transfer.
(f) Performance Review.--The Director General shall establish the
standards of, and procedures for, the review of job performance of an
employee of the Corporation.
(g) Job Location Assignment.--
(1) In general.--The Director General shall assign officers
and employees of the Corporation to facilities and
installations in a manner that promotes the maximum
productivity of the employees and operational efficiency of the
Corporation.
(2) Immigration and labor documentation.--The Corporation
shall work with the Ministry of Citizenship and Immigration of
the Government of Canada to secure, as expeditiously as
possible, the necessary permits and documentation to allow
employees of the Corporation who are citizens of the United
States or aliens lawfully admitted for permanent residence in
the United States to work at facilities in Canada.
SEC. 105. SLSDC EMPLOYEES.
(a) Employee Protection.--Not later than the date of operation, the
President shall ensure that the Corporate Board has established
arrangements to protect the employment interests of SLSDC employees who
transfer to the Corporation during the 3-year period beginning on such
date. These arrangements shall include provisions--
(1) which ensure that the Corporation will adopt labor
agreements in accordance with the provisions of subsection
(b)(1);
(2) for the transfer and retention of all SLSDC employees
who agree to transfer to the Corporation in their same or
comparable positions for the 3-year period beginning on the
date of operation except in cases of reassignment, separation
for cause, resignation, or retirement;
(3) for the payment by the Corporation of basic pay to
SLSDC employees who transfer to the Corporation (except in
cases of separation for cause, resignation, or retirement) for
3 years beginning on the date of operation as provided in
subsection (b)(3); and
(4) for credit during the 3-year period beginning on the
date of operation for accrued annual and sick leave and
seniority rights which have been accrued during the period of
Federal employment by SLSDC employees who transfer to the
Corporation.
(b) Transfer to Corporation.--
(1) Labor agreements.--
(A) Adoption.--The Corporation shall adopt all
labor agreements involving SLSDC employees that are in
effect on the day before the date of operation. Such
agreements shall remain in effect for the 3-year period
beginning on such date unless the agreement provides
for a shorter duration or the parties agree to the
contrary before the expiration of such 3-year period.
Such agreements shall be renegotiated during the 3-year
period unless the parties agree otherwise.
(B) Continuation.--The arrangements made pursuant
to this section shall assure that (i) transferred SLSDC
employees retain all collective bargaining rights that
they have on the day before the date of operation, and
(ii) the exclusive representative for such employees is
recognized by the Corporation. In this paragraph, the
term ``exclusive representative'' has the meaning such
term has under section 7104 of title 5, United States
Code.
(C) Additional rights.--Notwithstanding any other
provision of law, any SLSDC employee who transfers to
the Corporation shall have the right to negotiate
through the exclusive representative for salary and
benefits in addition to those provided for under
section 104 if, on the day before the date of
operation, such employee is--
(i) covered by a labor agreement; and
(ii) employed by the United States and paid
under the General Schedule under section 5332
of title 5, United States Code.
(2) Rights of terminated slsdc employees.--Any transferred
SLSDC employee whose employment with the Corporation is
terminated during the 3-year period beginning on the date of
operation shall be entitled to all rights and benefits to be
provided by the Corporation that are similar to those such
employee would have had under Federal law if termination had
occurred immediately before such date.
(3) Basic pay.--Any SLSDC employee who transfers to the
Corporation shall continue to receive a rate of basic pay not
less than that to which the employee was entitled immediately
prior to the transfer unless the Corporation places the
employee in a position within the Corporation which is of a
lower grade. Subject to paragraph (1), during the 3-year period
beginning on the date of operation, the basic pay of such
employees shall be adjusted for changes in the Consumer Price
Index of All Urban Consumers published by the Department of
Labor. After such period, the basic pay of such employees shall
be consistent with the pay structure established by the
Corporation through collective bargaining.
(4) Annual, sick, and holiday leaves.--Any SLSDC employee
who transfers to the Corporation shall not be entitled to lump-
sum payment for unused annual leave under section 5551 of title
5, United States Code, but shall be credited by the Corporation
with the unused annual leave balance on the date of operation,
along with any unused sick leave balance on such date. Subject
to paragraph (1), during the 3-year period beginning on the
date of operation, such employees shall be entitled to annual
leave accruing at the rate specified in section 6303 of such
title; limitation on annual leave accumulation specified in
section 6304 of such title; sick leave accruing at the rate
(and limitation on accumulation of such leave) specified in
section 6307 of such title; and observed official holidays
specified in section 6103 of such title. After such period,
annual, sick, and holiday leaves and voluntary retirement
savings plan benefits shall be specified in the benefits
packages established under section 104(e).
(5) Benefits.--Any SLSDC employee who transfers to the
Corporation and who, on the day before the date of operation,
is eligible for health benefits provided under section 8905 of
title 5, United States Code, or life insurance provided under
section 8702 of such title may, so long as continually employed
by the Corporation without a break in service, continue to be
eligible to participate in such health benefits or insurance
program. Employment by the Corporation without a break in
continuity of service shall be considered employment by the
United States for purposes of such sections; except that if the
employee elects, during the 3-year period beginning on the date
of operation, to participate in the health benefits or life
insurance program established by the Corporation under section
104(e), the employee may participate in such program in lieu of
continuing to be treated as an employee of the United States for
purposes of section 8905 or 8702 of such title, as appropriate. If the
employee continues to be so treated, the Corporation shall be the
employing agency for purposes of section 8905 or 8702 of such title, as
appropriate, and shall contribute to the Employees Health Benefits Fund
pursuant to section 8909 of such title or the Employees' Life Insurance
Fund pursuant to section 8714 of such title, as appropriate, such sums
as are required by such sections.
(6) Retirement.--Any SLSDC employee who transfers to the
Corporation and who, on the day before the date of operation,
is subject to subchapter III of chapter 83 of title 5, United
States Code, or chapter 84 of such title may, so long as
continually employed by the Corporation without a break in
service, continue to be subject to such subchapter or chapter,
as the case may be. Employment by the Corporation without a
break in continuity of service shall be considered to be
employment by the United States for purposes of such subchapter
and chapter; except that if the employee elects, during the 3-
year period beginning on the date of operation, to participate
in the retirement program established by the Corporation under
section 104(e), the employee may participate in such program in
lieu of continuing to be treated as an employee of the United
States for purposes of such subchapter or chapter. If the
employee continues to be so treated, the Corporation shall be
the employing agency for purposes of such subchapter and
chapter and shall contribute to the Civil Service Retirement
and Disability Fund or the Thrift Savings Fund, as appropriate,
such sums as are required by such subchapter and chapter.
(7) Access to records.--The Corporation shall allow
representatives of the Secretary adequate access to SLSDC
employees who transfer to the Corporation and their employment
records when needed for the performance of functions related to
the period before the date of operation. The Secretary shall
provide the Corporation access to employment records of
transferring SLSDC employees for appropriate purposes.
(8) Applicability of united states laws.--
(A) In general.--During the 3-year period beginning
on the date of operation, any labor dispute or
grievance involving a transferred SLSDC employee or a
replacement for such an employee shall be resolved in
accordance with laws of the United States.
(B) Jurisdiction of civil actions.--
(i) Jurisdiction.--The United States
district courts shall have original and
exclusive jurisdiction of any civil action
brought in the United States by or against the
Corporation involving a labor dispute or
grievance described in subparagraph (A).
(ii) Venue.--For purposes of section
1391(b) of title 28, United States Code, the
Corporation shall be deemed to be a resident of
the judicial district in which the principal
office of the Corporation in the United States,
or its agent appointed for the purpose of
accepting service or notice of service, is
located.
(c) Separated SLSDC Employees.--Any SLSDC employee who does not
transfer to the Corporation and who does not otherwise remain a United
States employee shall be entitled to all rights and benefits available
under Federal law for separated United States employees, except that
severance pay shall not be payable to any SLSDC employee who does not
accept an offer of employment from the Corporation of work
substantially similar to that performed for the United States.
(d) Reinstatement.--Notwithstanding the service requirement for
career tenure established by section 315.401(b) of title 5, Code of
Federal Regulations (as in effect on June 1, 1999), there shall be no
time limit on the reinstatement eligibility of--
(1) any separated SLSDC employee whose employment is
terminated as a result of the termination of the SLSDC and who
does not transfer to the Corporation; and
(2) any SLSDC employee who transfers to the Corporation.
SEC. 106. CONFLICTS OF INTEREST.
(a) Express Condition.--In every contract or agreement to be made,
entered into, or accepted by or on behalf of the Corporation, there
shall be inserted an express condition that no member of the Corporate
Board and no officer or employee of the Corporation shall derive any
personal financial or other benefit therefrom.
(b) Prohibition.--No part of the income or assets of the
Corporation shall inure to the benefit of any member of the Corporate
Board or any officer or employee of the Corporation, except as
reasonable compensation for services or reimbursement for expenses.
SEC. 107. ACQUISITION OF PROPERTY BY SECRETARY.
Upon request of the Corporation, the Secretary--
(1) may acquire, on behalf of the Corporation, by purchase,
lease, condemnation, or donation such real and personal
property and any interest therein if the Secretary considers
such acquisition necessary for the Corporation to conduct its
business; and
(2) shall transfer such property or interest to the
Corporation if the Corporation pays the costs of acquiring such
property or interest, including any reasonable transaction cost
associated with such acquisition.
SEC. 108. CORPORATE POWERS.
(a) In General.--For the purpose of carrying out its functions
under this Act, the Corporation shall have the following powers:
(1) To have succession in its corporate name.
(2) To adopt and use a corporate seal, which shall be
judicially noticed.
(3) To sue and be sued in its corporate name in the United
States to the same extent as the United States Government and
in Canada to the same extent as the Government of Canada.
(4) To indemnify members of the Corporate Board and
officers, employees, and agents of the Corporation for
liabilities and expenses incurred within the scope of their
employment by the Corporation.
(5) To adopt, amend, and repeal bylaws, rules, and
regulations which shall--
(A) govern the manner in which its business will be
conducted and the powers vested in it will be
exercised; and
(B) be made after notice and opportunity for
participation by interested persons and governmental
entities.
(6) To make and carry out such contracts or agreements as
are necessary or advisable in the conduct of its business.
(7) To issue bonds from time to time in its discretion for
public purposes, including the purposes of paying all or any
part of the cost of Saint Lawrence Seaway improvements,
construction, and rehabilitation, and the acquisition of real
and personal property, including operating equipment for the
Seaway. Such bonds may not constitute a debt of the United
States, Canada, or any of the Great Lakes States or Great Lakes
Provinces. The payment of principal of, and interest on, such
bonds may not be guaranteed by the United States, Canada, or
any of the Great Lakes States or Great Lakes Provinces. Such
bonds may be secured by the revenues of the Corporation
generally or exclusively from the income and revenues of
designated projects whether or not they are financed in whole
or part from the proceeds of such bonds.
(8) To acquire, by purchase, lease, or donation, such real
and personal property and any interest therein, and to sell,
lease, or otherwise dispose of such real and personal property,
as the Corporate Board considers necessary for the conduct of
its business.
(9) To use, when the Corporate Board determines that it is
practicable, efficient, and cost-effective to do so, with the
consent of the United States, Canada, and the agency or
government concerned, and on a reimbursable basis, services,
records, facilities, or personnel of any Federal, State,
Provincial, or local government agency or instrumentality to
perform functions on behalf of the Corporation.
(10) To determine the character of, and the necessity for,
its obligations and expenditures, and the manner in which they
shall be incurred, allowed, and paid to carry out the
objectives of this Act and the agreement entered into under
section 4.
(11) To retain and use all revenues from tolls and fees for
purposes of financing operation and maintenance of, and
infrastructure improvements to, the Seaway.
(12) To provide services and facilities necessary for the
operation and maintenance of the Seaway, including providing,
at reasonable prices, services to vessels using the Seaway and
to visitors to the Seaway and to retain all revenues derived
from such services and facilities.
(13) To provide, through contract or self-insurance, for
liability insurance and insurance against loss incurred in
connection with property, assets, and operations of the
Corporation.
(14) To invest funds not needed in its operations in such
obligations as it shall determine to be prudent and
appropriate.
(15) To invest funds held by it for pension or similar
purposes in any appropriate marketable securities.
(16) To enter into interagency agreements with agencies of
the United States, Canada, the Great Lakes States, and the
Great Lakes Provinces for the purposes of coordinating joint
operations in the Seaway, facilitating movement of vessels
through the Seaway, and facilitating and supporting enforcement
of safety and environmental regulations issued by such
agencies.
(17) To accept such amounts as may be transferred to the
Corporation under section 9505(c)(1) of the Internal Revenue
Code of 1986 (relating to expenditures from the Harbor
Maintenance Trust Fund), except that such amounts shall be
available only for the purpose of operating and maintaining
those works which the Corporation is obligated to operate and
maintain under section 101.
(b) Availability of Amounts.--Amounts credited under subsection
(a)(17) shall be available to pay any obligation or expense of the
Corporation under this Act, except as specifically provided in
subsection (a).
(c) Extension of Trust Fund Purposes.--The purposes for which
amounts may be paid from the Harbor Maintenance Trust Fund shall
include the purpose referred to in subsection (a)(17).
SEC. 109. OWNERSHIP OF ASSETS.
The executive agreement entered into under section 4 shall include,
at a minimum, the following terms and conditions concerning the
ownership of assets of the United States and Canada on the Saint
Lawrence Seaway on and after the date of operation:
(1) Title to any fixed asset shall remain with the
Government that holds title to the asset on the day before such
date, unless a transfer to the Corporation is specifically
authorized by law.
(2) Title to any other asset held by the Government on the
day before such date shall be transferred to the Corporation on
such date.
(3) Title to any asset acquired, or any improvement made to
any fixed asset described in paragraph (1) that is financed
from sources other than the United States or Canada, after such
date shall be vested in the Corporation.
SEC. 110. TRANSFER OF RIGHTS, LIABILITIES, AND OBLIGATIONS.
(a) In General.--Except as specified in subsection (b), the
Corporation shall assume all rights, liabilities, and obligations
(tangible and incorporeal, present and executory) of the SLSDC on the
date of operation, including leases, permits, licenses, contracts,
agreements, claims, tariffs, accounts receivable, accounts payable, and
litigation relating to such rights and obligations, regardless whether
judgment has been entered, damages awarded, or appeal taken.
(b) Exceptions.--The procedure for disputes resolution contained in
any contract entered into on behalf of the United States before the
date of operation shall continue to govern the performance of the
contract unless otherwise agreed to by the parties to the contract.
Claims for monetary damages founded in tort, by or against the United
States as the owner and operator of the Saint Lawrence Seaway, arising
before the date of operation shall be adjudicated as if the agreement
had not been entered into.
(c) Payments Into Employees' Compensation Fund.--The Corporation
shall remain responsible for reimbursing the Employees' Compensation
Fund, pursuant to section 8147 of title 5, United States Code, for
compensation paid or payable after the date of operation in accordance
with chapter 81 of such title with regard to any injury, disability, or
death due to events arising before such date, whether or not a claim
has been filed or is final on such date.
(d) Retirement Obligations.--
(1) Discontinued service.--Not later than 1 year after the
date of operation, the Corporation shall pay to the Treasury of
the United States, to be deposited to the credit of the Civil
Service Retirement and Disability Fund, an amount determined by
the Office of Personnel Management to represent the actual
added costs incurred by the Fund due to discontinued service
retirement under section 8336(d)(1) of title 5, United States
Code, of SLSDC employees who elect not to transfer to the
Corporation.
(2) Unfunded liability.--
(A) Payment to treasury.--Not later than 1 year
after the date of operation, the Corporation shall pay
to the Treasury of the United States, to be deposited
to the credit of the Civil Service Retirement and
Disability Fund, an amount determined by the Office of
Personnel Management to represent the present value of
the difference between--
(i) the future cost of benefits payable
from the Fund and due the employees covered by
section 105(b)(6) that are attributable to the
period of employment following the date of
operation; and
(ii) the contributions made by the
employees and the Corporation under section
105(b)(6).
(B) Consideration of interest in determining amount
due.--In determining the amount due under subparagraph
(A), the Office of Personnel Management shall take into
consideration the actual interest such amount can be
expected to earn when invested in the Treasury of the
United States.
SEC. 111. CONTINUATION OF REGULATIONS AND AGREEMENT.
(a) Regulations.--All regulations of the SLSDC shall become
regulations of the Corporation on the date of operation and shall
remain in effect until modified or revoked by the Corporate Board in
accordance with procedures of the Corporate Board.
(b) Agreement.--Any agreement between the SLSDC and any other
Federal agency in effect on the date of operation shall be treated as
an agreement between the Corporation and such Federal agency and shall
remain in effect until modified or revoked under the terms of the
agreement.
SEC. 112. TRANSFER OF UNEXPENDED BALANCES OF APPROPRIATIONS.
On the date of operation, all unexpended balances of
appropriations, authorizations, allocations, and other funds employed,
held, used, arising from, available to, or to be made available in
connection with any of the functions of the SLSDC are transferred to
the Corporation, except that no such unexpended balances transferred
shall be used for purposes other than those for which the appropriation
was originally made.
SEC. 113. AUDITS AND REPORTS.
(a) Accounting and Audit.--The books of account of the Corporation
shall be maintained in accordance with generally accepted accounting
principles and shall be subject to an annual audit by independent
public accountants of internationally recognized standing.
(b) Reports.--The Director General shall submit to the President
and the Government of Canada, on or before the 90th day following the
last day of each fiscal year, a complete and detailed report with
respect to the preceding fiscal year, setting forth--
(1) a summary of the Corporation's operations for such
preceding fiscal year; and
(2) the Corporation's financial statements and the opinion
with respect thereto prepared by the independent public
accountants reviewing such statements and a copy of any report
made on an audit conducted under subsection (a).
(c) Board of Review.--
(1) Establishment.--The Corporation shall have a board of
review which shall be composed of 6 members. Three members of
the board of review shall be appointed by the President from a
list of candidates submitted to the President by the Comptroller
General of the United States and 3 members shall be appointed by the
Government of Canada.
(2) Annual audit.--The board of review shall review the
annual audit conducted under subsection (a) and shall transmit
to the President, Congress, and the Government of Canada a
report of its findings with such recommendations as the board
of review considers appropriate.
SEC. 114. REPEAL OF SAINT LAWRENCE SEAWAY ACT.
Effective on the date of operation, sections 1 through 13 of the
Act of May 13, 1954, commonly referred to as the Saint Lawrence Seaway
Act (33 U.S.C. 981-990) are repealed.
SEC. 115. AUTHORIZATION OF APPROPRIATIONS.
(a) Transitional.--There is authorized to be appropriated $200,000
to the Secretary for transfer to the Corporation for the United States
share of the cost of establishment of the Corporation before the date
of operation. Such funds shall remain available until expended.
(b) First 10 Fiscal Years.--There is authorized to be appropriated
to the Secretary for transfer to the Corporation to carry out its
functions a sum that is the equitable contribution of the United States
toward establishment and operation of the Corporation for each of the
first 10 fiscal years beginning after the date of the first meeting of
the Corporate Board under this Act. Such funds shall remain available
until expended.
TITLE II--GREAT LAKES DEVELOPMENT BANK
SEC. 201. ESTABLISHMENT AND STATUS OF BANK.
(a) Establishment.--Pursuant to the executive agreements entered
into under section 4, the President shall facilitate the establishment
of the Great Lakes Development Bank.
(b) Charter.--Effective on the date of establishment of the Bank,
Congress of the United States charters the Bank. Congress reserves the
right to revise, amend, or modify the charter.
(c) Status.--The Bank shall not be an agency or instrumentality of
the United States.
SEC. 202. FUNCTIONS OF BANK.
The Bank shall be responsible for providing, on the basis of
business and financial principles and taking into consideration equity
between Canada and the United States, loans and other assistance and
technical and management assistance in accordance with section 206 to
public and private entities that are involved in maritime
transportation in the Great Lakes States and Great Lakes Provinces and
shall give priority, in providing such loans and assistance, to the
Corporation for making infrastructure improvements to the Saint
Lawrence Seaway. Such assistance may be for 1 or more of the following
purposes:
(1) Providing increased financing flexibility for maritime
commerce-related infrastructure investment on the Great Lakes
and the Seaway.
(2) Increasing the number of financially feasible projects
that are eligible for assistance under section 206.
(3) Expediting the commencement and completion of eligible
projects.
(4) Establishing service by persons holding themselves out
to the general public to provide transportation by water of
passengers or property between ports in the Great Lakes States
or Great Lakes Provinces and ports in other countries.
(5) Increasing maritime commerce-related infrastructure
investment by the Great Lakes States, Great Lakes Provinces,
and political subdivisions of such States or Provinces.
(6) Any other purpose that would result in--
(A) modernization of maritime facilities on the
Great Lakes and the Seaway;
(B) improvement of the competitiveness of the Great
Lakes-Saint Lawrence Seaway system as a transportation
route for world trade; and
(C) increasing, or increasing diversification of,
vessel and cargo traffic through the Seaway and to and
from the Great Lakes.
SEC. 203. OPERATIONAL PRINCIPLES.
The Bank shall conduct its operations in accordance with the
following principles:
(1) The Bank may not provide any financial assistance for
which in the opinion of the Bank Board sufficient capital could
be obtained on reasonable terms from private markets.
(2) The Bank may not impose conditions that the proceeds of
any assistance it provides will be spent within the
jurisdictional boundaries of a particular country, State,
province, or locality.
(3) The Bank may not assume the management responsibility
for any project for which it provides assistance, except in the
process of liquidating properties acquired as collateral for
loans and other assistance.
(4) The Bank may provide assistance only on terms and
conditions that the Bank Board considers appropriate, taking
into account the requirements of the project, the risks being
assumed by the Bank, and the terms and conditions normally
obtained by private persons or organizations for providing
similar assistance.
(5) For the purpose of obtaining additional funds to
provide financial assistance under this title, the Bank may
sell assets it acquires in the course of providing assistance
under this title whenever the Bank determines it can do so on
appropriate and satisfactory terms.
(6) The Bank shall diversify its investment portfolio.
SEC. 204. BOARD OF DIRECTORS.
(a) In General.--The Bank shall be governed by a board of
directors. Except as provided in subsection (b) with respect to the
initial Bank Board, members of the Bank Board shall be elected by
members of the Bank in accordance with the bylaws of the Bank.
(b) Initial Board.--
(1) Size and membership.--The initial Bank Board shall be
composed of 16 members as follows:
(A) 1 member appointed by each of the Governors of
the Great Lakes States; and
(B) 8 members appointed or otherwise designated by
the Government of Canada.
(2) Special duties.--In addition to the duties specified in
subsection (c), the initial Bank Board is responsible for--
(A) incorporating the Bank in the United States and
Canada;
(B) establishing an organizational structure for
the Bank;
(C) establishing management and operational
policies of the Bank;
(D) identifying and actively recruiting potential
members to join the Bank; and
(E) preparing for and carrying out the orderly
transition of the initial Bank Board to the Bank Board
as provided in paragraph (4).
(3) Pay.--Members of the initial Bank Board shall serve
without pay.
(4) Transition to bank board.--The term of all members of
the initial Bank Board shall terminate on the day that the
results of the first election of members of the Bank Board are
certified.
(5) Conditions for transition.--Transition from the initial
Bank Board to the Bank Board shall occur when, in the opinion
of the President and the Government of Canada, a sufficient
number of members have joined the Bank and such members have
contributed an adequate amount of capital to the Bank to make
the Bank a financially viable organization. Such transition may
only occur after there are 10 or more Bank members and the
aggregate of their subscription to the Bank's capital stock is
$80,000,000 or more.
(c) Duties.--The Bank Board shall--
(1) evaluate and, if necessary, modify the organizational
structure of the Bank established by the initial Bank Board;
(2) evaluate and, if appropriate, revise the management and
operational policies of the Bank;
(3) adopt, in an open process that affords an opportunity
for participation by interested persons and governmental
entities, such bylaws, rules, and regulations as may be
necessary or appropriate to conduct business of the Bank;
(4) ensure that the functions of the Bank described in
section 202 are carried out;
(5) develop and ensure compliance with a code of ethics for
the Bank and its officers and employees;
(6) establish procedures for, and conditions of, admitting
members to the Bank;
(7) ensure that Bank members will fulfill their obligations
when the Bank Board makes a call for capital to meet the Bank's
obligations to its creditors;
(8) approve calls on members' callable capital for the
purpose of meeting the Bank's obligations to its creditors;
(9) declare and pay dividends when the Bank Board
determines that it is advisable;
(10) approve proposals for loans and other assistance;
(11) appoint and fix the compensation of the Managing
Director;
(12) prepare and transmit to the President, Congress, the
Government of Canada, and Bank members an annual business-type
budget program that--
(A) lays out the Bank's plan of operation;
(B) contains estimates of the financial condition
and operations of the Bank for the current and
following fiscal years and the financial condition and
results of such operations in the preceding fiscal
year;
(C) contains statements of the financial condition,
income and expense, and sources and use of money, an
analysis of surplus or deficit, and additional
statements and information to make known the financial
condition and operations of the Bank, including
estimates of operations by major activities,
administrative expenses, loans, borrowings, and capital
reserves needed to cover loan and lease losses; and
(D) provides for emergencies and other
contingencies so that the Bank may carry out its
responsibilities; and
(13) prepare and transmit to the President, Congress, the
Government of Canada, and Bank members an annual management
report which includes--
(A) a statement of financial position;
(B) a statement of operations;
(C) a statement of cash flows;
(D) a reconciliation to the budget program of the
Bank, if applicable;
(E) a statement on the internal accounting and
administrative control systems being implemented by the
Managing Director;
(F) the report resulting from the annual audit of
the financial statements of the Bank conducted by
independent public accountants under section 217; and
(G) any other comments and information necessary to
inform the President, Congress, the Government of
Canada, and Bank members about the operations and
financial condition of the Bank.
SEC. 205. MANAGING DIRECTOR.
(a) In General.--The Bank shall have a Managing Director who shall
serve as chief executive officer of the Bank.
(b) Duties.--In accordance with the policies established by the
Bank Board under section 204, the Managing Director shall be
responsible for--
(1) the day-to-day operations of the Bank;
(2) appointing, fixing the compensation of, and defining
the authority and duties of, officers, employees, and agents of
the Bank necessary for the management and operation of the
Bank;
(3) assisting the Great Lakes and Saint Lawrence Seaway
maritime community in meeting its investment financing needs;
(4) presenting proposals for loans and other assistance of
the Bank to the Bank Board for its consideration and approval;
and
(5) ensuring that potential clients in the Great Lakes
States and Great Lakes Provinces are aware of the programs and
services offered by the Bank.
SEC. 206. FORMS OF ASSISTANCE.
(a) Financial Assistance.--
(1) In general.--The Bank may provide loans or other
assistance to a public or private entity for carrying out a
project eligible for assistance under this title.
(2) Interest and fees.--The Bank shall establish and
collect--
(A) interest for making loans under this title at
rates, and
(B) fees for providing other assistance under this
title,
that the Bank Board determines appropriate.
(3) Maximum amount.--The amount of loans and other
assistance provided under this title with respect to a project
may not exceed the lesser of--
(A) 75 percent of the cost of carrying out the
project; or
(B) 90 percent of the difference between such cost
and the amount of loans and other assistance obtained
for carrying out the project from other sources.
(4) Subordination.--The amount of any loan or other
assistance provided under this title for a project may be
subordinated to any other debt financing for the project.
(b) Technical and Management Assistance.--The Bank may also
provide, on a fee-for-service basis, technical or management assistance
with respect to a project eligible for assistance under this title. The
cost of such assistance may be financed as part of any financial
assistance provided under this title with respect to the project.
(c) Other Assistance Defined.--In this title, the term ``other
assistance'' means the use of Bank funds to--
(1) guarantee, in whole or in part, loans made by private
investors through commercial investment channels;
(2) provide credit enhancements;
(3) serve as a capital reserve for bond or debt instrument
financing;
(4) subsidize interest rates;
(5) ensure the issuance of letters of credit and credit
instruments;
(6) finance purchase and lease agreements;
(7) provide bond or debt financing instrument security; and
(8) provide other forms of debt financing and methods of
leveraging funds that relate to the project with respect to
which such assistance is being provided.
SEC. 207. ELIGIBLE PROJECTS.
(a) In General.--The Bank may provide under this title loans and
other assistance only with respect to projects that directly or
indirectly improve the efficiency or competitiveness of the Great Lakes
or the Saint Lawrence Seaway as a transportation route in maritime
commerce. Such projects may include--
(1) maintenance of, or improvement to, Seaway facilities to
accommodate a greater percentage of the world's commercial
vessel fleet;
(2) dredging to maintain or widen or deepen navigational
channels in the Great Lakes and the Seaway;
(3) improvement to harbors, ports, docks, and appurtenant
facilities (including cranes and terminals) in the Great Lakes
and the Seaway;
(4) construction of warehouses and other maritime commerce-
related development in the Great Lakes and the Seaway region;
and
(5) construction, major conversion, and modernization of
commercial passenger or cargo vessels that will be used in
maritime commerce and will result in a higher level of, or more
diverse, vessel traffic in or through the Great Lakes-Saint
Lawrence Seaway system.
(b) Eligibility of Planning, Engineering, Design, and Land
Acquisition Costs.--Costs of planning, engineering, design, and land
acquisition in connection with any project described in subsection (a)
shall be eligible costs for which the Bank may provide loans and other
assistance under this title.
SEC. 208. CONDITIONS ON ASSISTANCE.
(a) Location.--The Bank may provide assistance under this title to
a private or public entity involved in maritime commerce in the Great
Lakes and the Saint Lawrence Seaway region with respect to a project
eligible for assistance under section 207 only if--
(1) the entity is the Corporation; or
(2)(A) the entity is a member of the Bank; and
(B) the project will be carried out, or the entity is
registered to do business, within the jurisdictional boundaries
of a State or Province of Canada that is a member of the Bank.
(b) Procurement.--The Bank may provide assistance under this title
to a private or public entity only if the entity agrees, in writing,
that no contract for procuring goods or services necessary for the
planning, design, development, and construction of the project for
which such assistance is being provided will be awarded to any person
or governmental entity (other than the United States) unless such
person or governmental entity, or the political subdivision in which
such person is located or registered to do business is a member of the
Bank, and provides such other assurances as the Bank may require to
ensure that such agreement will be fulfilled.
SEC. 209. BANK REQUIREMENTS.
In carrying out its functions under this title, the Bank Board
shall--
(1) ensure that the Bank maintains on a continuing basis an
investment grade rating on its debt issuances or has a
sufficient level of bond or debt financing instrument insurance
to maintain the viability of the Bank;
(2) ensure that income generated by the Bank will be--
(A) credited to the Bank;
(B) available for use in providing loans and other
assistance to projects eligible for assistance from the
Bank; and
(C) invested in (i) government securities that are
backed by the full faith and credit of the United
States, any State or political subdivision of any
State, Canada, or any Province of Canada or political
subdivision of any Province of Canada, (ii) bank
deposits, or (iii) such other financing instruments as
the Bank Board may approve to earn interest to enhance
the leveraging of projects assisted by the Bank;
(3) ensure that a loan made by the Bank will bear interest
at or below market rates, as determined appropriate by the Bank
Board, to make the project that is the subject of the loan
feasible;
(4) ensure that repayment of such loan will commence not
later than 1 year after the date of completion of the project
or the facility is open to maritime traffic, whichever is
later; and
(5) ensure that the term for repaying such loan will not
exceed 25 years beginning on the date on which the first
payment is due on the loan.
SEC. 210. BANK CORPORATE POWERS.
For the purpose of carrying out its functions under this title, the
Bank shall have the following powers:
(1) To have succession in its corporate name.
(2) To adopt and use a corporate seal.
(3) To sue and be sued in its corporate name.
(4) To admit members to the Bank under the procedures and
conditions established under section 204(c)(6).
(5) To indemnify members of the Bank Board and officers,
employees, and agents of the Bank for liabilities and expenses
incurred within the scope of their employment by the Bank.
(6) To adopt, amend, and repeal bylaws, rules, and
regulations which shall--
(A) govern the manner in which its business will be
conducted and the powers vested in it will be
exercised; and
(B) be made after notice and opportunity for
participation by interested persons and governmental
entities.
(7) To make and carry out such contracts or agreements as
are necessary or advisable in the conduct of its business.
(8) To issue bonds from time to time in its discretion for
public purposes if such bonds do not constitute a debt of the
United States, Canada, any State, or any Province of Canada and
if the payment of principal of, and interest on, such bonds is
not guaranteed by the United States, Canada, any State, or
Province of Canada.
(9) To acquire, by purchase, lease, or donation, such real
and personal property and any interest therein, and to sell,
lease, or otherwise dispose of such real and personal property,
as the Bank Board considers necessary for the conduct of its
business.
(10) To determine the character of, and the necessity for,
its obligations and expenditures, and the manner in which they
shall be incurred, allowed, and paid to carry out the
objectives of this Act and the agreement entered into under
section 4.
(11) To retain and use all its revenues for purposes of
financing Bank operations.
(12) To provide, through contract or self-insurance, for
liability insurance and insurance against loss incurred in
connection with property, assets, and operations of the Bank.
(13) To guarantee securities for which it has provided
assistance in order to facilitate their sale.
(14) To buy and sell securities it has issued.
(15) To exercise such other powers incidental to its
business as shall be necessary or appropriate to carry out its
functions under section 202.
(16) To invest funds not needed in its financing and other
operations in such obligations as it shall determine to be
prudent and appropriate.
(17) To invest funds held by it for pension or similar
purposes in any appropriate marketable securities.
(18) To fix the compensation of Bank Board members.
SEC. 211. BANK MEMBERSHIP.
(a) In General.--A person, including a governmental entity (other
than the United States and the Corporation), may become a member of the
Bank if such person complies with the procedures and conditions
established by the Bank Board under section 204(c)(6) and meets the
subscription requirements of this section.
(b) Subscription of Shares.--
(1) Initial.--In order to be a member of the Bank, a person
shall subscribe to such minimum number of shares of capital
stock of the Bank as the Bank Board may establish.
(2) Additional.--
(A) In general.--When there are unsub-
scribed shares of the Bank's capital stock or an
increase in the capital stock is approved under
subsection (g)(2), each member may subscribe, under
conditions established by the Bank Board, to an amount
of increased shares of capital stock that does not
exceed the amount determined by multiplying--
(i) the amount of such unsubscribed or
increased shares, by
(ii) the ratio of the shares of capital
stock of the Bank owned by such member on the
day before such increase bears to the aggregate
shares of such stock owned by all members of
the Bank on such day.
(B) Availability to nonmembers.--The shares of
capital stock that members do not subscribe to under
subparagraph (A) may be made available by the Bank for
subscription to persons and governmental entities
(other than the United States) who are not members of
the Bank but who intend to become members of the Bank.
(c) Division and Calls of Subscribed Shares.--The subscription of
each member of the Bank shall be divided into 2 parts as follows:
(1) 15 percent shall be paid-in cash or cash equivalent.
(2) The remaining 85 percent shall be subject to call by
the Bank when required to meet the obligations of the Bank to
its creditors.
(d) Callable Capital.--Capital of members of the Bank subject to
call may only be called on a pro rata basis with each member providing
a share of the funds being called which corresponds to its ownership
share in the Bank on the date of the call.
(e) Limitation on Liability.--The liability of each member of the
Bank shall be limited to the unpaid portion of the issue price of the
shares of capital stock of the Bank subscribed to by the member.
(f) Restrictions on Issuance, Transfer, and Pledge of Shares.--
Shares of capital stock of the Bank may be issued only to members of
the Bank, may not be pledged or encumbered in any manner by the members
of the Bank, and may be transferred only to the Bank by its members.
(g) Authorized Capitalization.--
(1) In general.--The authorized capitalization of the Bank
shall be $2,000,000,000. Subject to section 212, the United
States and Canada shall each provide to the Bank $600,000,000
in long-term loans. The authorized capital stock of the Bank
shall be $800,000,000 and shall be divided into 800,000 shares
having a par value of $1,000 each. Such shares shall be
available only for subscription by members of the Bank.
(2) Increased capital stock.--The capital stock of the Bank
may be increased when the Bank deems it advisable by a majority
vote of members of the Bank.
SEC. 212. UNITED STATES PARTICIPATION.
(a) Prohibition on Capital Stock Subscription.--The United States
and the Corporation may not subscribe to shares of capital stock of the
Bank.
(b) Direct Loan.--Subject to advance appropriations, the Secretary
shall make a direct loan to the Bank of $100,000,000 after the
Secretary determines that--
(1) the Bank is properly incorporated and chartered in the
United States and Canada;
(2) the Bank has established reasonable conditions for
admitting members to the Bank, taking into consideration the
financial strength of the potential members and the
requirements of the Bank to remain financially viable; and
(3) the Government of Canada is making a similar loan to
the Bank.
(c) Agreement for Future Loans.--The Secretary and the Bank Board
shall enter into an agreement under which the Secretary, subject to
advance appropriations, will make direct loans to the Bank not to
exceed $500,000,000 in the aggregate. The Secretary may make a loan
under this subsection only if the Bank demonstrates to the satisfaction
of the Secretary that the Bank needs such loans to meet the Bank's
obligations to its creditors.
(d) Terms and Conditions.--A loan made by the United States to the
Bank under this section and section 211(g)--
(1) shall be for a term no longer than 25 years;
(2) shall bear interest at--
(A) a rate the Secretary of the Treasury
establishes, considering the current average yield on
outstanding marketable obligations of the United States
that have remaining periods of maturity comparable to
the average maturity of the loan, adjusted to the
nearest .125 percent; plus
(B) an allowance the Secretary of Transportation
considers adequate to cover administrative costs and
probable losses;
(3) shall be subject to a call for repayment by the Bank at
any time that the Secretary determines the Bank is not
complying with the objectives of this title; and
(4) shall be subject to such other terms and conditions as
the Secretary determines appropriate.
SEC. 213. LIMITATIONS ON UNITED STATES LIABILITY.
(a) Contribution.--The lending or contribution of Federal funds, or
the provision of credit or credit enhancement by the United States, to
the Bank shall not be construed as a commitment, guarantee, or
obligation on the part of the United States to any third party, nor
shall any third party have any right against the United States for
payment solely by virtue of the contribution.
(b) Financing Instrument.--Any security or debt financing
instrument issued by the Bank shall expressly state that the security
or instrument does not constitute a direct or indirect commitment,
guarantee, or obligation of the United States.
(c) Outstanding Loan.--The liability of the United States to the
Bank or any other person or governmental entity for any claim arising
as a result of any action or inaction by the Bank shall be limited to
the aggregate amount of loans from the United States to the Bank
outstanding on the date the claim arose or at the time of final
judgment, whichever results in the lesser amount.
SEC. 214. FEDERAL RESERVE BANKS AS DEPOSITORIES.
Any Federal Reserve bank that is requested to do so by the Bank may
act as its depository or as its fiscal agent.
SEC. 215. REPORTS ON BANK SECURITIES.
(a) Reports to Securities and Exchange Commission.--The Bank shall
file with the Securities and Exchange Commission such annual and other
reports with regard to securities issued by the Bank (including any
guarantee made by the Bank, whether or not limited in scope) as the
Commission determines to be appropriate in view of the special
character of the Bank and its operations and necessary in the public
interest or for the protection of investors.
(b) Reports to Congress.--The Commission shall include in its
annual reports to Congress such information as the Commission shall
deem advisable with regard to the operations of the Bank and the
reports submitted to the Commission under subsection (a) and in
connection therewith shall include any views submitted for such purpose
by any association of dealers registered with the Commission.
SEC. 216. JURISDICTION AND VENUE OF CIVIL ACTIONS BY OR AGAINST BANK.
(a) Jurisdiction.--The United States district courts shall have
original and exclusive jurisdiction of any civil action brought in the
United States by or against the Bank.
(b) Venue.--For purposes of section 1391(b) of title 28, United
States Code, the Bank shall be deemed to be a resident of the judicial
district in which the principal office of the Bank in the United
States, or its agent appointed for the purpose of accepting service or
notice of service, is located.
SEC. 217. AUDITS AND REPORTS.
(a) Accounting and Audit.--The books of account of the Bank shall
be maintained in accordance with generally accepted accounting
principles and shall be subject to an annual audit by independent
public accountants of internationally recognized standing.
(b) Reports.--The Managing Director shall submit to the President
and the Government of Canada, on or before the 90th day following the
last day of each fiscal year, a complete and detailed report with
respect to the preceding fiscal year, setting forth--
(1) a summary of the Bank's operations for such preceding
fiscal year; and
(2) the Bank's financial statements and the opinion with
respect thereto prepared by the independent public accountants
reviewing such statements, and a copy of any report made on an
audit conducted under subsection (a).
(c) Annual Review.--The board of review established under section
113(c) shall review the annual audit conducted under subsection (a) and
shall transmit to the President, Congress, and the Government of Canada
a report of its findings with such recommendations as the board of
review considers appropriate.
SEC. 218. AUTHORIZATION OF APPROPRIATIONS.
(a) Bank Start-Up Costs.--There is authorized to be appropriated
$250,000 to the Secretary for transfer to the Bank for the United
States share of the cost of establishment of the Bank on the date of
establishment of the Bank. Such funds shall remain available until
expended.
(b) Direct Loan Costs.--There is authorized to be appropriated such
sums as necessary for the costs of making direct loans under sections
211(g) and 212. For purposes of this subsection, the cost of making a
direct loan are the costs described in section 502(5)(B) of
Congressional Budget Act of 1974 (2 U.S.C. 661a(5)(B)).
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