(A) To the fullest extent permitted by the Constitution of the State of Illinois of 1970 and all other applicable laws, the President and members of the Village Board shall be indemnified, defended and held harmless by the village from and against all liabilities, expenses of defense and investigation, judgments and amounts paid in settlement which may be imposed upon or reasonably incurred or paid by such official in connection with or resulting from any claim made against him or her, or any action, suit, proceeding or investigation in which he or she may be involved, by reason of being or having been elected or appointed to the Village Board as such official of the village and as a result of conduct, within the scope of the duties of office, whether or not he or she continues to be such official at the time of such claim, action, suit, proceeding or investigation.
(B) The indemnity provided for in division (A) above shall not extend to any of the following:
(1) Any liability or cost with respect to any matter as to which such official is finally adjudged to be guilty of bad faith or actual malice or willful and wanton misconduct in the performance of the duties of such official;
(2) Any payment, expense or cost arising out of a settlement of any claim, action, suit or proceeding, unless:
(a) Such settlement shall be approved by the court having jurisdiction over such claim, action, suit or proceeding, with express knowledge of the existence of the indemnification provided hereby; or
(b) Such settlement shall have been made upon the written opinion of the village’s Attorney or independent legal counsel to the effect that there is no reasonable ground for any finding of bad faith or of actual malice or willful and wanton misconduct on the part of such official and that the anticipated cost of such settlement will not substantially exceed the estimated cost and expense of defending such claim, action, suit or proceeding to a final conclusion.
(3) (a) Any claim, action, suit, proceeding or investigation in respect of which such official has failed to deliver notice to the village as provided in this division (B)(3). NOTICE, for the purposes of this division (B)(3), means a written notice signed by such official and identifying, in reasonable detail, the particular claim, action, suit, proceeding or investigation and the date upon and manner in which such official first learned of the pendency of such claim, action, suit, proceeding or investigation.
(b) It shall be sufficient delivery of the notice if the notice shall be mailed by registered mail, postage prepaid, addressed to the village, Village Hall, attention: President; provided such mailing takes place no later than the first of the following to occur:
1. Twenty days after the date upon which such official first learned of the pendency of such claim, action, suit, proceeding or investigation; or
2. Twenty days prior to the date upon which any response to the claim, action, suit, proceeding or investigation is required by law.
(4) Any proceeding brought by the village or any liability or judgment payable to the village itself; and
(5) The cost of independent legal representation in any such action, suit or proceeding if the village offers or otherwise indicates its willingness to provide a legal defense with respect to such claim, action, suit, proceeding or investigation.
(C) In the event the village shall not have employed independent legal counsel to have charge of the defense of any such claim, action, suit, proceeding or investigation or such claim, action, suit, proceeding or investigation is asserted against both the village and such official, and such official shall have reasonably concluded that there may be defenses available to him or her which are different from or additional to those available to the village (in which case the village shall not have the right to direct the defense of such action on behalf of such official), legal and other expenses incurred by such official shall be borne by the village.
(D) The foregoing rights of indemnification shall apply to any criminal action or proceeding, if the indemnified person had no reasonable cause to believe the conduct (which must be within the scope of the duties of office) was unlawful. The termination of any action or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner reasonably believed to be in or not opposed to best interests of the village, and with respect to any criminal action or proceeding, had reasonable cause to believe that the conduct was unlawful.
(E) The foregoing rights of indemnification shall be in addition to any other rights to which such official may otherwise be entitled as a matter of law.
(Ord. 4048, passed 6-21-2010)