(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 find-
ings:
(1) The Saint Lawrence Seaway is an impor-
tant 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 out-
put 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 pop-
ulation 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, cur-
rently capable of accommodating only about 30 per-
cent 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 en-
counter difficulties in obtaining credit on reasonable
terms to finance their investment projects.
(7) Small maritime commerce-related enter-
prises in the Great Lakes and Seaway region, such
as ports, warehouses, and terminals, have potential
investment projects that could benefit from an addi-
tional credit facility that provides innovative invest-
ment financing and with a special focus on the
Great Lakes and the Seaway.
(8) High-risk ventures, such as cargo liner serv-
ice and passenger cruise service, are beginning or
under consideration for the Great Lakes. Their fea-
sibility or viability would be improved with credit or
other financing assistance available only outside reg-
ular commercial channels.
(b) PURPOSES.—The purposes of this Act are as fol-
lows:
(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 bina-
tional corporation in achieving long-term financial
self-sufficiency.
(4) To establish a legislative procedure for ap-
proving 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 ‘‘com-
petitive 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 Corpora-
tion.
(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 COR-
PORATION.—The term ‘‘date of establishment’’
means the date the last initial member of the Cor-
porate 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 Gen-
eral.
(11) DIRECTOR GENERAL.—The term ‘‘Director
General’’ means the Director General of the Cor-
poration.
(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 (in-
cluding 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 Prov-
inces of Ontario and Quebec.
(15) GREAT LAKES STATES.—The term ‘‘Great
Lakes States’’ means the States of Illinois, Indiana,
Michigan, Minnesota, New York, Ohio, Pennsyl-
vania, and Wisconsin.
(16) MANAGING DIRECTOR.—The term ‘‘Man-
aging 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 wa-
terway between the port of Montreal and Lake On-
tario 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, adminis-
tration, 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 trans-
fer and retention of such employees by the Corpora-
tion.
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 cor-
poration to be known as the ‘‘Saint Lawrence Sea-
way 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 pro-
moting 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 in-
volved in maritime commerce in the Great Lakes
and Seaway region and facilitating maritime com-
merce-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 com-
pliance with this Act on a continuing basis.
(b) GUIDING PRINCIPLES.—In negotiating the execu-
tive 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 advan-
tageous rules governing the combination of Seaway
assets and employees of the United States and Can-
ada.
(4) Protection of the rights 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 stand-
ards 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 op-
eration of the Corporation.
(11) Protection of the aquatic and riparian en-
vironment 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 Cor-
poration 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 rec-
ommendations 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 sub-
stantially complies with the requirements of this Act. Not
later than 30 days after the date of agreement, the Sec-
retary shall submit to the President a report on the results
of such analysis.
(e) CERTIFICATION
AND
APPROVAL
BY
PRESI-
DENT.—The President shall determine and certify that
the terms of the agreement are consistent with the prin-
ciples 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 mem-
ber to the Corporate Board as—
(1) the President—
(A) determines that Canada has imple-
mented the statutory changes necessary to
bring Canada into compliance with its obliga-
tions 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 fol-
lowing:
(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 agencies with primary responsi-
bility for enforcing marine safety and environmental
protection regulations of the United States, Canada,
the Great Lakes States, and the Great Lakes Prov-
inces in enforcing such regulations and any addi-
tional regulations for the protection of safety and
the environment in the Seaway that are issued by
the Corporation and are consistent such marine
safety and environmental protection regulations.
(6) Ensuring the orderly transfer to the Cor-
poration 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 improve-
ments on a self-sustaining basis.
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 des-
ignates, 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 po-
litical 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 des-
ignated by the Government of Canada.
(b) CHAIRMAN.—The members of the Corporate
Board shall elect the Chairman from among such mem-
bers. No person may serve as Chairman for a period of
more than 2 years.
(c) RULES FOR APPOINTMENTS.—
(1) CITIZENSHIP AND BACKGROUND REQUIRE-
MENTS.—Members of the Corporate Board ap-
pointed under subsection (a)(2) shall be citizens of
the United States and shall have substantial back-
ground and achievement in maritime commerce or
corporate management and finance or both.
(2) CONSULTATION REQUIREMENT.—In making
appointments to the Corporate Board under sub-
section (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 per-
sons 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 poli-
cies of the Corporation, including policies to ensure
that members of the Corporate Board and officers of
the Corporation make decisions relating to their re-
sponsibilities under this Act on the basis of business
and financial principles and not political consider-
ations;
(3) appoint, fix the compensation of, and estab-
lish the authority and duties of, the Director Gen-
eral;
(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 regula-
tions 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 em-
ployees;
(8) prepare and transmit to the President, Con-
gress, and the Government of Canada an annual
business-type budget program that—
(A) lays out the Corporation’s plan of op-
eration;
(B) contains estimates of the financial con-
dition and operations of the Corporation for the
current and following fiscal years and the finan-
cial condition and results of such operations in
the preceding fiscal year;
(F) the report resulting from the annual
audit of the financial statements of the Cor-
poration conducted by independent public ac-
countants under section 114(a); and
(G) any other comments and information
necessary to inform the President, Congress,
and the Government of Canada about the oper-
ations and financial condition of the Corpora-
tion;
(10) prepare and, not later than the last day of
the 5-year period beginning on the date of establish-
ment 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 on a self-
sustaining basis;
(11) prepare and, not later than the last day of
such 5-year period, transmit to the President, Con-
gress, 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 Cor-
poration; and
(12) conduct, or contract with an outside pro-
vider 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 para-
graphs (2) and (3), each member appointed to the
Corporate Board by the President or the Govern-
ment 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 des-
ignated 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 at-
tend 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 ap-
pointed 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 appoint-
ment was made.
(f) COMPENSATION AND EXPENSES.—
(1) COMPENSATION.—A member of the Cor-
porate 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 chap-
ter 53 of title 5, United States Code; except that, if
such member is elected Chairman, such member
while serving as Chairman may receive such addi-
tional compensation as the Corporate Board deter-
mines 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 per-
formance 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 sub-
sections (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 major-
ity 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 ac-
tion.
(4) TRANSMITTAL OF MINUTES TO PRESIDENT
AND
GOVERNMENT
OF
CANADA.—The minutes of
each meeting of the Corporate Board shall be trans-
mitted to the President and the Government of Can-
ada not later than 3 days (except Saturdays, Sun-
days, and observed official holidays) after the date
of such meeting.
(h) VETO BY PRESIDENT.—Actions taken at a meet-
ing of the Corporate Board shall have no effect if, during
a period of 10 days (except Saturdays, Sundays, and ob-
served 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 Di-
rector General who shall serve as chief executive officer
of the Corporation. The Director General shall be ap-
pointed by the Corporate Board for a term of 5 years.
(b) PERFORMANCE-BASED CONTRACT.—A person
appointed as Director General shall enter into a perform-
ance-based contract with the Corporate Board. The con-
tract shall provide for assessment of performance in terms
of each of the following: Safety, reliability, environmental
protection, trade and traffic development, intergovern-
mental cooperation, and management and financial ac-
countability. The specific standards for such assessments
shall be established by the Corporate Board. The contract
shall incorporate measurable goals as agreed to by the Di-
rector General and the Corporate Board.
(c) ANNUAL PERFORMANCE REVIEW.—The Cor-
porate Board shall conduct an annual review of the per-
formance of the Director General. On the basis of the re-
sults 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 cor-
rective action in accordance with the terms of the contract
entered into under subsection (b) with the Director Gen-
eral.
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 execu-
tive 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 qualifica-
tions 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 serv-
ice and positions under the employment system of
the Corporation as provided in section 105.
(b) APPOINTMENT, COMPENSATION, AND DUTIES.—
In accordance with the policies established by the Cor-
porate Board under section 102(d) and subject to sections
105(b)(1) and 105(b)(3), the Director General may ap-
point, fix the compensation of, and define the authority
and duties of, officers, employees, and agents of the Cor-
poration necessary for the management, operation, main-
tenance, and improvement of the Seaway and related fa-
cilities, equipment, and appurtenances.
(c) 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.
(d) 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 in-
cludes, at a minimum, sick, annual, and holiday leaves,
health benefits, life insurance, retirement benefits, and a
voluntary retirement savings program. Any SLSDC em-
ployee 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 em-
ployee is entitled immediately prior to the transfer.
(e) PERFORMANCE REVIEW.—The Director General
shall establish the standards of, and procedures for, the
review of job performance of an employee of the Corpora-
tion.
(f) 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 pro-
motes the maximum productivity of the employees
and operational efficiency of the Corporation.
(2) IMMIGRATION
AND
LABOR
DOCUMENTA-
TION.—The Corporation shall work with the Min-
istry of Citizenship and Immigration of the Govern-
ment of Canada to secure, as expeditiously as pos-
sible, 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 Cor-
porate 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 pro-
visions 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, resigna-
tion, or retirement;
(3) for the payment by the Corporation of basic
pay to SLSDC employees who transfer to the Cor-
poration (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 begin-
ning 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 re-
main 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 col-
lective 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 para-
graph, the term ‘‘exclusive representative’’ has
the meaning such term has under section 7104
of title 5, United States Code.
(C) 
ADDITIONAL
RIGHTS.—Notwith-
standing any other provision of law, any
SLSDC employee who transfers to the Corpora-
tion shall have the right to negotiate through
the exclusive representative for salary and bene-
fits in addition to those provided for under sec-
tion 104 if, on the day before the date of oper-
ation, 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 EMPLOY-
EES.—Any transferred SLSDC employee whose em-
ployment 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 pro-
vided 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 Corpora-
tion 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 an-
nual leave accruing at the rate specified in section
6303 of such title; limitation on annual leave accu-
mulation specified in section 6304 of such title; sick
leave accruing at the rate (and limitation on accu-
mulation 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 bene-
fits packages established under section 104(d).
(5) BENEFITS.—Any SLSDC employee who
transfers to the Corporation and who, on the day be-
fore the date of operation, is eligible for health bene-
fits 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 em-
ployed by the Corporation without a break in serv-
ice, 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 estab-
lished by the Corporation under section 104(d), 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 con-
tinues 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 con-
tribute to the Employees Health Benefits Fund pur-
suant 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 be-
fore 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 partici-
pate in the retirement program established by the
Corporation under section 104(d), 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 em-
ployee 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 Sec-
retary shall provide the Corporation access to em-
ployment records of transferring SLSDC employees
for appropriate purposes.
(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 em-
ployment is terminated as a result of the termi-
nation 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 ex-
press 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 mem-
ber 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 ac-
quisition.
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 Cor-
poration.
(5) To adopt, amend, and repeal bylaws, rules,
and regulations which shall—
(A) govern the manner in which its busi-
ness 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 gov-
ernmental entities.
(6) To make and carry out such contracts or
agreements as are necessary or advisable in the con-
duct of its business.
(7) To issue bonds from time to time in its dis-
cretion for public purposes, including the purposes
of paying all or any part of the cost of Saint Law-
rence Seaway improvements, construction, and reha-
bilitation, and the acquisition of real and personal
property, including operating equipment for the Sea-
way. 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 deter-
mines that it is practicable, efficient, and cost-effec-
tive to do so, with the consent of the United States,
Canada, and the agency or government concerned,
and on a reimbursable basis, services, records, facili-
ties, 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 ne-
cessity 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 Sea-
way and to retain all revenues derived from such
services and facilities.
(13) To provide, through contract or self-insur-
ance, 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 oper-
ations 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 se-
curities.
(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 Sea-
way, facilitating movement of vessels through the
Seaway, and facilitating enforcement of safety and
environmental regulations issued by such agencies.
(17) To accept such amounts as may be trans-
ferred 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 obli-
gation or expense of the Corporation under this Act, ex-
cept 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 re-
ferred 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 Cor-
poration is specifically authorized by law.
(2) Title to any other asset held by the Govern-
ment on the day before such date shall be trans-
ferred to the Corporation on such date.
(3) Title to any asset acquired, or any improve-
ment 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 OBLIGA-
TIONS.
(a) IN GENERAL.—Except as specified in subsection
(b), the Corporation shall assume all rights, liabilities, and
obligations (tangible and incorporeal, present and execu-
tory) of the SLSDC on the date of operation, including
leases, permits, licenses, contracts, agreements, claims,
tariffs, accounts receivable, accounts payable, and litiga-
tion relating to such rights and obligations, regardless
whether judgment has been entered, damages awarded, or
appeal taken.
(b) EXCEPTIONS.—The procedure for disputes reso-
lution contained in any contract entered into on behalf of
the United States before the date of operation shall con-
tinue 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 Law-
rence 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 re-
imbursing the Employees’ Compensation Fund, pursuant
to section 8147 of title 5, United States Code, for com-
pensation 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 Retire-
ment 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 Corpora-
tion.
(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 cov-
ered by section 105(b)(6) that are attrib-
utable to the period of employment fol-
lowing the date of operation; and
(ii) the contributions made by the em-
ployees and the Corporation under section
105(b)(6).
(B) CONSIDERATION OF INTEREST IN DE-
TERMINING AMOUNT DUE.—In determining the
amount due under subparagraph (A), the Office
of Personnel Management shall take into con-
sideration the actual interest such amount can
be expected to earn when invested in the Treas-
ury of the United States.
SEC. 111. CONTINUATION OF REGULATIONS AND AGREE-
MENT.
(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 proce-
dures 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 AP-
PROPRIATIONS.
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 func-
tions 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 appro-
priation 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 sub-
ject 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 pre-
ceding 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 state-