(A) Definitions. For the purpose of this section, the following definitions shall apply unless the context clearly indicates or requires a different meaning.
CLAIM. Includes every pending, threatened or completed claim, action, suit or proceeding and all appeals thereof, whether civil, criminal, administrative or investigative, formal or informal, in which an eligible person may become involved as a party or otherwise, excepting, however, claims which arise out of acts of willful misconduct or unlawful misconduct.
ELIGIBLE PERSON. Every person (including his or her heirs, successors and personal representatives) who is or was a Town Council member, Clerk-Treasurer or employee of the town.
LIABILITY AND EXPENSE. Shall include, but shall not be limited to, attorney fees and disbursements and amounts of judgments, fines or penalties against, and amounts paid in settlement by or on behalf of, an eligible person.
(B) Indemnification. The town shall hold harmless, protect and indemnify all eligible persons against any and all claims and liabilities of whatsoever kind or nature to which such eligible person has or may become subject by reason of serving or having served in his or her official capacity, or by reason of any action alleged to have been taken, omitted or neglected by him or her as such eligible person, provided, however, no such person shall be indemnified by the town against any claim or liability which may arise out of acts of willful misconduct or unlawful misconduct.
(C) Manner of indemnification.
(1) The town shall choose either:
(a) To provide diligently for the defense of any claim and promptly do all things necessary or appropriate to cause the settlement of any claim; or
(b) To reimburse promptly the eligible person for any payment, expense or expenditure made or incurred in the defending of any claim.
(2) Further, the town shall promptly reimburse eligible persons for any payment of judgments, fines or penalties incurred.
(D) Amount of indemnification. The amount or amounts which shall be paid to and for the use and benefit of any eligible person by way of indemnification as aforesaid shall not exceed the actual expenses incurred in defending any such claims and/or the amount of actual judgment of record taken against such eligible person by reason of his or her action, all as may be incurred in connection with any claims made against said eligible person by reason of his or her actions in his or her official capacity. The foregoing right of indemnification shall not exclude any other rights to which such eligible person may be entitled as a matter of law.
(Ord. 1996-5, passed 10-8-1996)