S T A T E O F N E W Y O R K
________________________________________________________________________
7366
2013-2014 Regular Sessions
I N A S S E M B L Y
May 14, 2013
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Introduced by M. of A. ZEBROWSKI -- 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 requiring indemnification
language in contracts to which the state is a party
THE PEOPLE OF THE STATE OF NEW YORK, REPRESENTED IN SENATE AND ASSEM-
BLY, DO ENACT AS FOLLOWS:
Section 1. The public authorities law is amended by adding a new
section 2879-d to read as follows:
S 2879-D. INDEMNIFICATION LANGUAGE IN CONTRACTS. 1. 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
COSTS 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 OR PROFES-
SIONAL SERVICES PROVIDED UNDER THIS AGREEMENT AND THOSE OF ITS SUB-CON-
SULTANTS OR ANYONE FOR WHOM THE PROFESSIONAL FIRM IS LEGALLY LIABLE."
2. AS USED IN THIS SECTION:
A. "MUNICIPAL CORPORATION" MEANS A COUNTY, TOWN, CITY, AND VILLAGE.
B. "STATE DEPARTMENT" MEANS THOSE STATE GOVERNMENT DEPARTMENTS, DIVI-
SIONS, OR COMMISSIONS EMPOWERED BY THE STATE TO ENTER INTO CONTRACTUAL
AGREEMENTS ON BEHALF OF THE STATE OF NEW YORK.
C. "STATE AUTHORITY" MEANS 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, WITH ONE OR MORE OF ITS MEMBERS APPOINTED BY THE
GOVERNOR OR WHO SERVE AS MEMBERS BY VIRTUE OF HOLDING A CIVIL OFFICE OF
EXPLANATION--Matter in ITALICS (underscored) is new; matter in brackets
[ ] is old law to be omitted.
LBD10563-01-3
A. 7366 2
THE STATE, OTHER THAN AN INTERSTATE OR INTERNATIONAL AUTHORITY OR PUBLIC
BENEFIT CORPORATION, INCLUDING SUBSIDIARIES OF SUCH PUBLIC AUTHORITY OR
PUBLIC BENEFIT CORPORATION.
D. "LOCAL AUTHORITY" MEANS (1) 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; (2) A NOT-FOR-PROFIT CORPORATION AFFILIATED WITH, SPONSORED
BY, OR CREATED BY A COUNTY, CITY, TOWN, OR VILLAGE GOVERNMENT; (3) A
LOCAL INDUSTRIAL DEVELOPMENTAL AGENCY OR AUTHORITY OR OTHER LOCAL PUBLIC
BENEFIT CORPORATION; (4) AN AFFILIATE OF SUCH LOCAL AUTHORITY; OR (5) A
LAND BANK CORPORATION CREATED PURSUANT TO ARTICLE SIXTEEN OF THE
NOT-FOR-PROFIT CORPORATION LAW.
E. "PROFESSIONAL FIRM" MEANS ANY INDIVIDUAL OR SOLE PROPRIETORSHIP,
PARTNERSHIP, CORPORATION, ASSOCIATION, OR OTHER LEGAL ENTITY PERMITTED
BY LAW TO PRACTICE THE PROFESSIONS OF ARCHITECTURE, ENGINEERING OR
SURVEYING.
S 2. Section 136-a of the state finance law is amended by adding a new
subdivision 6 to read as follows:
6. INDEMNIFICATION LANGUAGE IN CONTRACTS. A. 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 DEPARTMENTS, ITS OFFICERS, DIRECTORS AND
EMPLOYEES HARMLESS FROM ALL THIRD PARTY CLAIMS, LIABILITIES, DAMAGES AND
COSTS (INCLUDING ALL REASONABLE ATTORNEY'S FEES AND COSTS OF DEFENSE) TO
WHICH THE STATE DEPARTMENTS, 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 OR PROFESSIONAL SERVICES PROVIDED UNDER
THIS AGREEMENT AND THOSE OF ITS SUB-CONSULTANTS OR ANYONE FOR WHOM THE
DESIGN CONSULTANT IS LEGALLY LIABLE."
"TO THE FULLEST EXTENT PERMITTED 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
ATTORNEY'S FEES AND COSTS OF DEFENSE) TO THE EXTENT CAUSED BY THE NEGLI-
GENT ACTS, ERRORS OR OMISSIONS OF THE STATE DEPARTMENT, ITS CONTRACTORS,
CONSULTANTS, OR ANYONE FOR WHOM THE STATE DEPARTMENT IS LEGALLY LIABLE."
B. AS USED IN THIS SECTION:
(1) "MUNICIPAL CORPORATION" MEANS A COUNTY, TOWN, CITY, AND VILLAGE.
(2) "STATE DEPARTMENT" MEANS THOSE STATE GOVERNMENT DEPARTMENTS, DIVI-
SIONS, OR COMMISSIONS EMPOWERED BY THE STATE TO ENTER INTO CONTRACTUAL
AGREEMENTS ON BEHALF OF THE STATE OF NEW YORK.
(3) "STATE AUTHORITY" MEANS 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.
(4) "LOCAL AUTHORITY" MEANS (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 GOVER-
NOR SPECIFICALLY UPON THE RECOMMENDATION OF THE LOCAL GOVERNMENT OR
A. 7366 3
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 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.
(5) "PROFESSIONAL FIRM" MEANS ANY INDIVIDUAL OR SOLE PROPRIETORSHIP,
PARTNERSHIP, CORPORATION, ASSOCIATION, OR OTHER LEGAL ENTITY PERMITTED
BY LAW TO PRACTICE THE PROFESSIONS OF ARCHITECTURE, ENGINEERING OR
SURVEYING.
S 3. The general municipal law is amended by adding a new section
103-h to read as follows:
S 103-H. INDEMNIFICATION LANGUAGE IN CONTRACTS. 1. 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 COSTS OF
DEFENSE) TO WHICH THE MUNICIPAL CORPORATIONS, 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 PROFESSIONALS FIRM'S PERFORMANCE OR PROFESSIONAL
SERVICES PROVIDED UNDER THIS AGREEMENT AND THOSE OF ITS SUB-CONSULTANTS
OR ANYONE FOR WHOM THE MUNICIPAL CORPORATION IS LEGALLY LIABLE."
"TO THE FULLEST EXTENT PERMITTED 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 COSTS OF DEFENSE) TO THE EXTENT CAUSED BY
NEGLIGENT ACTS, ERROR OR OMISSIONS OF THE MUNICIPAL CORPORATION, ITS
CONTRACTORS, CONSULTANTS OR ANYONE FOR WHOM THE MUNICIPAL CORPORATION IS
LEGALLY LIABLE."
2. AS USED IN THIS SECTION:
A. "MUNICIPAL CORPORATION" MEANS A COUNTY, TOWN, CITY, AND VILLAGE.
B. "STATE DEPARTMENT" MEANS THOSE STATE GOVERNMENT DEPARTMENTS, DIVI-
SIONS, OR COMMISSIONS EMPOWERED BY THE STATE TO ENTER INTO CONTRACTUAL
AGREEMENTS ON BEHALF OF THE STATE OF NEW YORK.
C. "STATE AUTHORITY" MEANS 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, 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.
D. "LOCAL AUTHORITY" MEANS (1) 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 GOVER-
NOR SPECIFICALLY UPON THE RECOMMENDATION OF THE LOCAL GOVERNMENT OR
GOVERNMENTS; (2) A NOT-FOR-PROFIT CORPORATION AFFILIATED WITH, SPONSORED
BY, OR CREATED BY A COUNTY, CITY, TOWN, OR VILLAGE GOVERNMENT; (3) A
LOCAL INDUSTRIAL DEVELOPMENTAL AGENCY OR AUTHORITY OR OTHER LOCAL PUBLIC
BENEFIT CORPORATION; (4) AN AFFILIATE OF SUCH LOCAL AUTHORITY; OR (5) A
LAND BANK CORPORATION CREATED PURSUANT TO ARTICLE SIXTEEN OF THE
NOT-FOR-PROFIT CORPORATION LAW.
A. 7366 4
E. "PROFESSIONAL FIRM" MEANS ANY INDIVIDUAL OR SOLE PROPRIETORSHIP,
PARTNERSHIP, CORPORATION, ASSOCIATION, OR OTHER LEGAL ENTITY PERMITTED
BY LAW TO PRACTICE THE PROFESSIONS OF ARCHITECTURE, ENGINEERING OR
SURVEYING.
S 4. This act shall take effect immediately.