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.
(c) REINSTATEMENT.—Notwithstanding the service
requirement for career tenure established by section
315.401(b) of title 5, Code of Federal Regulations, 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(a)(6) that are attrib-
utable to the period of employment follow-
ing the date of operation; and
(ii) the contributions made by the em-
ployees and the Corporation under section
105(a)(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.—All rights and responsibilities of
the SLSDC under the agreement (including Addenda 1
and 2) entered into by the United States Coast Guard and
the SLSDC on May 12, 1992, pursuant to the Ports and
Waterways Safety Act of 1972 (33 U.S.C. 1221 et seq.),
the Non-Indigenous Aquatic Nuisance Prevention and
Control Act of 1990 (16 U.S.C. 4701 et seq.), and the
Oil Pollution Act of 1990 (33 U.S.C. 2701 et seq.), shall
become the rights and responsibilities of the Corporation.
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 preced-
ing 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-
ments 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 Comp-
troller 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 find-
ings with such recommendations as the board of re-
view 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 appro-
priated $200,000 to the Secretary for transfer to the Cor-
poration for the United States share of the cost of estab-
lishment 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 estab-
lishment 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 De-
velopment Bank.
(b) CHARTER.—Effective on the date of establish-
ment 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 man-
agement assistance in accordance with section 206 to pub-
lic and private entities that are involved in maritime trans-
portation in the Great Lakes States and Great Lakes
Provinces and shall give priority, in providing such loans
and assistance, to the Corporation for making infrastruc-
ture 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 invest-
ment 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 comple-
tion 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 in-
frastructure 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 sys-
tem 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 as-
sistance 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 par-
ticular 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 prop-
erties acquired as collateral for loans and other as-
sistance.
(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 simi-
lar 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 des-
ignated 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 struc-
ture for the Bank;
(C) establishing management and oper-
ational policies of the Bank;