(A) Any person made a party or threatened to be made a party to any proceeding because such person is an officer, employee, council member or member of a committee, commission or board of the town shall be indemnified and defended in accordance with this section.
(B) The indemnification and defense obligations set forth in this section do not apply to acts of an officer, employee, council member or member of a committee, commission or board for any conduct that exceeds the authority granted to the person by virtue of his or her position.
(C) The indemnification and defense obligations set forth in this subchapter do not apply to acts of an officer, employee, council member, or member of a committee, commission or board of the town being civilly or criminally prosecuted for acts constituting a violation of the town code.
(D) The town reserves the right not to indemnify any person with respect to an award of damages where such person is adjudged by a court as negligent or committing misconduct in the performance of his or her duty to the town.