N.Y. Public Housing Law § 645: Limited liability

§ 645. Limited liability. 1. As used in this section, the term

"employee" shall mean the members of the board, president, officers,

employees, or a former employee, his or her estate or judicially

appointed personal representative.

2. Neither the members of the board nor any officers or employee of

the trust acting on behalf thereof, while acting within the scope of

such person's authority, shall be subject to any liability resulting

from carrying out any of the powers expressly given in this article.

3. At the request of the employee, and upon compliance by the employee

with the provisions of this section, the trust shall provide for the

defense of an employee in any civil action or proceeding in any state or

federal court, arising out of any alleged act or omission which the

trust finds occurred while the employee was acting within the scope of

his or her public employment and in the discharge of his or her public

duties and was not in violation of any rule or regulation of the trust

at the time the alleged act or omission occurred. This duty to provide

for a defense and indemnification shall not arise where such civil

action or proceeding is brought by or on behalf of the trust against the

employee.

4. The trust shall indemnify and hold harmless its employees in the

amount of any civil judgment obtained against such employees in any

state or federal court, or in the amount of any settlement of a claim

approved by the trust provided that the act or omission from which such

judgment or settlement arose occurred while the employee was acting

within the scope of his or her public employment and in the discharge of

his or her public duties and was not in violation of any rule or

regulation of the trust at the time the alleged damages were sustained.

The duty to indemnify and hold harmless prescribed by this section shall

not arise where the injury or damage resulted from an intentional

wrongdoing, or recklessness on the part of the employee. Nothing in this

section shall authorize the trust to indemnify or hold harmless an

employee with respect to punitive or exemplary damages, fines or

penalties.

5. The duty to defend and indemnify and hold harmless prescribed by

this section shall be conditioned upon (a) delivery by the employee to

the president or general counsel of the trust at the office of the trust

of the original or a copy of any summons, complaint, claim, process,

notice, demand or pleading within ten days after the employee is served

with such document, and (b) the full cooperation of the employee in the

defense of such action or proceeding and in defense of any action or

proceeding against the trust based upon the same act or omission, and in

the prosecution of any appeal. Such delivery shall be deemed a request

by the employee that the trust provide for his or her defense pursuant

to this section. In the event that the trust shall assume an employee's

defense and thereafter the employee fails or refuses to cooperate in the

formation or presentation of his or her defense, the court shall permit

the trust to withdraw its representation ten days after giving written

notice to the employee of its intention to discontinue such

representation.

6. In the event that the act or omission upon which the court

proceeding against the employee is based was or is also the basis of a

disciplinary proceeding by the trust against the employee,

representation and indemnification by the trust, as set forth in this

section, may be withheld (a) until such disciplinary proceeding has been

resolved, and (b) unless the resolution of the disciplinary proceeding

exonerated the employee as to such act or omission.

7. Subject to the conditions set forth in this section, such employee

shall be entitled to representation by the general counsel of the trust

or by any attorney or attorneys designated by the general counsel,

provided, however, that the employee shall be entitled to be represented

by private counsel of his or her choice in any civil action or

proceeding whenever the trust determines that representation would be

inappropriate, or whenever a court, upon appropriate motion or otherwise

by a special proceeding, determines that a conflict of interest exists

and that the employee is entitled to be represented by private counsel

of the employee's choice. The general counsel of the trust shall notify

the employee in writing of such determination that the employee is

entitled to be represented by private counsel. Provided, however, that

the trust may require, as a condition to payment of the fees and

expenses of such representation, that appropriate groups of such

employees be represented by the same counsel. Reasonable attorneys' fees

and litigation expenses shall be paid by the trust to such private

counsel from time to time during the pendency of a civil action or

proceeding.

8. Any dispute with respect to representation of multiple employees by

a single counsel or the reasonableness of attorneys' fees or the amount

of litigation expenses shall be resolved by the court upon motion or by

way of a special proceeding.

9. The benefits of this section shall inure only to employees as

defined in this section and shall not enlarge or diminish the rights of

any other party nor shall any provision of this section be construed to

affect, alter or repeal any provision of the workers' compensation law.

10. The provisions of this section shall not be construed in any way

to impair, alter, limit or modify the rights and obligations of any

insurer under any policy of insurance.

11. Except as otherwise specifically provided in this section, the

provisions of this section shall not be construed in any way to impair,

alter, limit, modify, abrogate or restrict any immunity available to or

conferred upon any unit, entity, member, officer or employee of the

trust, or any right to defense or indemnification provided for any

member, officer or employee by, in accordance with, or by reason of, any

other provision of state, federal or local law or common law.

12. Every action or proceeding instituted pursuant to the provisions

of this section shall be commenced pursuant to section six hundred

forty-one of this article, and subject to any condition or limitation

set forth in such section.

13. The provisions of this section shall apply to the actions and

proceedings set forth herein notwithstanding any inconsistent provisions

of state or local law.