S T A T E O F N E W Y O R K
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7275
2013-2014 Regular Sessions
I N A S S E M B L Y
May 8, 2013
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Introduced by M. of A. SCHIMMINGER -- read once and referred to the
Committee on Corporations, Authorities and Commissions
AN ACT to amend the public authorities law, the state finance law and
the general municipal law, in relation to contracts with professional
design firms
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. Section 2 of the public authorities law is amended by
adding three new subdivisions 7, 8 and 9 to read as follows:
7. "MUNICIPAL CORPORATION" SHALL MEAN A COUNTY, TOWN, CITY, OR
VILLAGE.
8. "STATE DEPARTMENT" SHALL MEAN THOSE STATE GOVERNMENT DEPARTMENTS,
DIVISIONS OR COMMISSIONS EMPOWERED BY THE STATE TO ENTER INTO CONTRACTU-
AL AGREEMENTS ON BEHALF OF THE STATE OF NEW YORK.
9. "PROFESSIONAL FIRM" SHALL MEAN ANY INDIVIDUAL, SOLE PROPRIETORSHIP,
PARTNERSHIP, CORPORATION, ASSOCIATION, OR OTHER LEGAL ENTITY PERMITTED
BY LAW TO PRACTICE THE PROFESSIONS OF ARCHITECTURE, ENGINEERING, OR
SURVEYING.
S 2. The public authorities law is amended by adding a new section
2879-d to read as follows:
S 2879-D. INDEMNIFICATION LANGUAGE IN CONTRACTS. ALL CONTRACTS SUBJECT
TO THIS ARTICLE SHALL INCLUDE THE FOLLOWING LANGUAGE:
"TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL FIRM AGREES
TO INDEMNIFY AND HOLD THE STATE AND LOCAL AUTHORITY, ITS OFFICERS,
DIRECTORS, AND EMPLOYEES HARMLESS FROM ALL THIRD PARTY CLAIMS, LIABIL-
ITIES, DAMAGES, AND COSTS (INCLUDING ALL REASONABLE ATTORNEY'S FEES AND
COST OF DEFENSE) TO WHICH THE STATE AND LOCAL AUTHORITY, ITS OFFICERS,
DIRECTORS, AND EMPLOYEES MAY BE SUBJECT TO, ARISING OUT OF THE DEATH OR
BODILY INJURY TO ANY PERSON OR THE DESTRUCTION OR DAMAGE TO ANY PROPERTY
TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS OR OMISSIONS, OR
WILLFUL MISCONDUCT OF THE PROFESSIONAL FIRM'S PERFORMANCE OF PROFES-
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD10729-01-3
A. 7275 2
SIONAL SERVICES PROVIDED UNDER THIS AGREEMENT AND THOSE OF ITS SUB-CON-
SULTANTS OR ANYONE FOR WHOM THE PROFESSIONAL FIRM IS LEGALLY LIABLE.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE STATE AND LOCAL AUTHORITY
AGREES TO INDEMNIFY AND HOLD THE PROFESSIONAL FIRM HARMLESS FROM ALL
THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND COSTS (INCLUDING ALL
REASONABLE ATTORNEY'S FEES AND COST OF DEFENSE) TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF THE STATE AND LOCAL AUTHORI-
TY, ITS CONTRACTORS, CONSULTANTS, OR ANYONE FOR WHOM THE STATE AND LOCAL
AUTHORITY IS LEGALLY LIABLE."
S 3. Section 2-a of the state finance law is amended by adding five
new subdivisions 7, 8, 9, 10 and 11 to read as follows:
7. "MUNICIPAL CORPORATION". A COUNTY, TOWN, CITY, OR VILLAGE.
8. "STATE DEPARTMENT". THOSE STATE GOVERNMENT DEPARTMENTS, DIVISIONS
OR COMMISSIONS EMPOWERED BY THE STATE TO ENTER INTO CONTRACTUAL AGREE-
MENTS ON BEHALF OF THE STATE OF NEW YORK.
9. "STATE AUTHORITY". A PUBLIC AUTHORITY OR PUBLIC BENEFIT CORPORATION
CREATED BY OR EXISTING UNDER THIS CHAPTER OR ANY OTHER LAW OF THE STATE
OF NEW YORK, WITH ONE OR MORE OF ITS MEMBERS APPOINTED BY THE GOVERNOR
OR WHO SERVE AS MEMBERS BY VIRTUE OF HOLDING A CIVIL OFFICE OF THE
STATE, OTHER THAN AN INTERSTATE OR INTERNATIONAL AUTHORITY OR PUBLIC
BENEFIT CORPORATION, INCLUDING SUBSIDIARIES OF SUCH PUBLIC AUTHORITY OR
PUBLIC BENEFIT CORPORATION.
10. "LOCAL AUTHORITY". (A) A PUBLIC AUTHORITY OR PUBLIC BENEFIT CORPO-
RATION CREATED BY OR EXISTING UNDER THIS CHAPTER OR ANY OTHER LAW OF THE
STATE OF NEW YORK WHOSE MEMBERS DO NOT HOLD A CIVIL OFFICE OF THE STATE,
ARE NOT APPOINTED BY THE GOVERNOR OR ARE APPOINTED BY THE GOVERNOR
SPECIFICALLY UPON THE RECOMMENDATION OF THE LOCAL GOVERNMENT OR GOVERN-
MENTS;
(B) A NOT-FOR-PROFIT CORPORATION AFFILIATED WITH, SPONSORED BY, OR
CREATED BY A COUNTY, CITY, TOWN OR VILLAGE GOVERNMENT;
(C) A LOCAL INDUSTRIAL DEVELOPMENTAL AGENCY OR AUTHORITY OR OTHER
LOCAL PUBLIC BENEFIT CORPORATION;
(D) AN AFFILIATE OF SUCH LOCAL AUTHORITY; OR
(E) A LAND BANK CORPORATION CREATED PURSUANT TO ARTICLE SIXTEEN OF
THE NOT-FOR-PROFIT CORPORATION LAW.
11. "PROFESSIONAL FIRM". ANY INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNER-
SHIP, CORPORATION, ASSOCIATION, OR OTHER LEGAL ENTITY PERMITTED BY LAW
TO PRACTICE THE PROFESSIONS OF ARCHITECTURE, ENGINEERING, OR SURVEYING.
S 4. The state finance law is amended by adding a new section 136-d to
read as follows:
S 136-D. INDEMNIFICATION LANGUAGE IN CONTRACTS. ALL CONTRACTS SUBJECT
TO THIS ARTICLE SHALL INCLUDE THE FOLLOWING LANGUAGE:
"TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL FIRM AGREES
TO INDEMNIFY AND HOLD THE STATE DEPARTMENT, ITS OFFICERS, DIRECTORS, AND
EMPLOYEES HARMLESS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, DAMAGES,
AND COSTS (INCLUDING ALL REASONABLE ATTORNEY'S FEES AND COST OF DEFENSE)
TO WHICH THE STATE DEPARTMENT, ITS OFFICERS, DIRECTORS, AND EMPLOYEES
MAY BE SUBJECT TO, ARISING OUT OF THE DEATH OR BODILY INJURY TO ANY
PERSON OR THE DESTRUCTION OR DAMAGE TO ANY PROPERTY TO THE EXTENT CAUSED
BY THE NEGLIGENT ACTS, ERRORS OR OMISSIONS, OR WILLFUL MISCONDUCT OF THE
PROFESSIONAL FIRM'S PERFORMANCE OF PROFESSIONAL SERVICES PROVIDED UNDER
THIS AGREEMENT AND THOSE OF ITS SUB-CONSULTANTS OR ANYONE FOR WHOM THE
PROFESSIONAL FIRM IS LEGALLY LIABLE.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE STATE DEPARTMENT AGREES TO
INDEMNIFY AND HOLD THE PROFESSIONAL FIRM HARMLESS FROM ALL THIRD PARTY
CLAIMS, LIABILITIES, DAMAGES AND COSTS (INCLUDING ALL REASONABLE ATTOR-
A. 7275 3
NEY'S FEES AND COST OF DEFENSE) TO THE EXTENT CAUSED BY THE NEGLIGENT
ACTS, ERRORS, OR OMISSIONS OF THE STATE DEPARTMENT, ITS CONTRACTORS,
CONSULTANTS, OR ANYONE FOR WHOM THE STATE DEPARTMENT IS LEGALLY LIABLE."
S 5. Section 2 of the general municipal law, subdivision a as amended
by chapter 402 of the laws of 1961 and subdivision b as added by chapter
927 of the laws of 1974, is amended to read as follows:
S 2. Definitions. 1. "MUNICIPAL CORPORATION." The term "municipal
corporation," as used in this chapter, includes only a county, town,
city and village.
2. "GOVERNING BOARD." The term "governing board" includes the board of
supervisors of a county, the town board of a town, the common council of
a city, and the board of trustees of a village.
[a.] 3. "Urban renewal." The term "urban renewal" shall mean a program
as defined in article fifteen of this chapter.
[b.] 4. "Infant" or "minor". The term "infant" or "minor", as used in
this chapter, shall mean a person who has not attained the age of eigh-
teen years.
5. "STATE DEPARTMENT." THE TERM "STATE DEPARTMENT" SHALL MEAN THOSE
STATE GOVERNMENT DEPARTMENTS, DIVISIONS OR COMMISSIONS EMPOWERED BY THE
STATE TO ENTER INTO CONTRACTUAL AGREEMENTS ON BEHALF OF THE STATE OF NEW
YORK.
6. "STATE AUTHORITY." THE TERM "STATE AUTHORITY" SHALL MEAN A PUBLIC
AUTHORITY OR PUBLIC BENEFIT CORPORATION CREATED BY OR EXISTING UNDER
THIS CHAPTER OR ANY OTHER LAW OF THE STATE OF NEW YORK, WITH ONE OR MORE
OF ITS MEMBERS APPOINTED BY THE GOVERNOR OR WHO SERVE AS MEMBERS BY
VIRTUE OF HOLDING A CIVIL OFFICE OF THE STATE, OTHER THAN AN INTERSTATE
OR INTERNATIONAL AUTHORITY OR PUBLIC BENEFIT CORPORATION, INCLUDING
SUBSIDIARIES OF SUCH PUBLIC AUTHORITY OR PUBLIC BENEFIT CORPORATION.
7. "LOCAL AUTHORITY." THE TERM "LOCAL AUTHORITY" SHALL MEAN (A) A
PUBLIC AUTHORITY OR PUBLIC BENEFIT CORPORATION CREATED BY OR EXISTING
UNDER THIS CHAPTER OR ANY OTHER LAW OF THE STATE OF NEW YORK WHOSE
MEMBERS DO NOT HOLD A CIVIL OFFICE OF THE STATE, ARE NOT APPOINTED BY
THE GOVERNOR OR ARE APPOINTED BY THE GOVERNOR SPECIFICALLY UPON THE
RECOMMENDATION OF THE LOCAL GOVERNMENT OR GOVERNMENTS; (B) A
NOT-FOR-PROFIT CORPORATION AFFILIATED WITH, SPONSORED BY, OR CREATED BY
A COUNTY, CITY, TOWN OR VILLAGE GOVERNMENT; (C) A LOCAL INDUSTRIAL
DEVELOPMENTAL AGENCY OR AUTHORITY OR OTHER LOCAL PUBLIC BENEFIT CORPO-
RATION; (D) AN AFFILIATE OF SUCH LOCAL AUTHORITY; OR (E) A LAND BANK
CORPORATION CREATED PURSUANT TO ARTICLE SIXTEEN OF THE NOT-FOR-PROFIT
CORPORATION LAW.
8. "PROFESSIONAL FIRM." THE TERM "PROFESSIONAL FIRM" SHALL MEAN ANY
INDIVIDUAL, SOLE PROPRIETORSHIP, PARTNERSHIP, CORPORATION, ASSOCIATION,
OR OTHER LEGAL ENTITY PERMITTED BY LAW TO PRACTICE THE PROFESSIONS OF
ARCHITECTURE, ENGINEERING, OR SURVEYING.
S 6. The general municipal law is amended by adding a new section
103-h to read as follows:
S 103-H. INDEMNIFICATION LANGUAGE IN CONTRACTS. ALL CONTRACTS SUBJECT
TO THIS ARTICLE SHALL INCLUDE THE FOLLOWING LANGUAGE:
"TO THE FULLEST EXTENT PERMITTED BY LAW, THE PROFESSIONAL FIRM AGREES
TO INDEMNIFY AND HOLD THE MUNICIPAL CORPORATION, ITS OFFICERS, DIREC-
TORS, AND EMPLOYEES HARMLESS FROM ALL THIRD PARTY CLAIMS, LIABILITIES,
DAMAGES, AND COSTS (INCLUDING ALL REASONABLE ATTORNEY'S FEES AND COST OF
DEFENSE) TO WHICH THE MUNICIPAL CORPORATION, ITS OFFICERS, DIRECTORS,
AND EMPLOYEES MAY BE SUBJECT TO, ARISING OUT OF THE DEATH OR BODILY
INJURY TO ANY PERSON OR THE DESTRUCTION OR DAMAGE TO ANY PROPERTY TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS, ERRORS OR OMISSIONS, OR WILLFUL
A. 7275 4
MISCONDUCT OF THE PROFESSIONAL FIRM'S PERFORMANCE OF PROFESSIONAL
SERVICES PROVIDED UNDER THIS AGREEMENT AND THOSE OF ITS SUB-CONSULTANTS
OR ANYONE FOR WHOM THE PROFESSIONAL FIRM IS LEGALLY LIABLE.
TO THE FULLEST EXTENT POSSIBLE BY LAW, THE MUNICIPAL CORPORATION
AGREES TO INDEMNIFY AND HOLD THE PROFESSIONAL FIRM HARMLESS FROM ALL
THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND COSTS (INCLUDING ALL
REASONABLE ATTORNEY'S FEES AND COST OF DEFENSE) TO THE EXTENT CAUSED BY
THE NEGLIGENT ACTS, ERRORS, OR OMISSIONS OF THE MUNICIPAL CORPORATION,
ITS CONTRACTORS, CONSULTANTS, OR ANYONE FOR WHOM THE MUNICIPAL CORPO-
RATION IS LEGALLY LIABLE."
S 7. This act shall take effect immediately.