Except as hereinafter provided, the Township of Quinton, hereinafter
known as "Quinton" shall, upon the request of any present or former
official, employee or appointee of Quinton, provide for indemnification
and legal defense of any civil action brought against said person
or persons arising from an act or omission falling within the scope
of their public duties.
The terms of this chapter and the definition of official, employee
and appointee are to be construed liberally in order to effectuate
the purposes of this chapter except that these terms shall not mean:
A. Any person who is not a natural person;
B. Any person while providing goods or services of any kind under any
contract with Quinton except an employment contract;
C. Any person while providing legal or engineering services for compensation
unless said person is a full-time employee of Quinton; and
D. Any person who as a condition of his or her appointment or contract
is required to indemnify and defend Quinton and/or secure insurance.
Quinton shall provide for defense of and indemnify any present
or former official, employee or appointee of Quinton who becomes a
defendant in a civil action if the person or persons involved acted
or failed to act in a matter in which Quinton has or had an interest,
acted or failed to act in the discharge of a duty imposed or authorized
by law, and acted or failed to take action in good faith. For purposes
of this chapter, the duty and authority of Quinton to defend and indemnify
shall extend to a cross-claim or counterclaim against said person.
Quinton shall not indemnify any person against the payment of
punitive damages, penalties, or fines, but may provide for the legal
defense of such claims in accord with the standards set forth herein.
Quinton may refuse to provide for the defense and indemnification
of any civil action referred to herein if Quinton determines that:
A. The act or omission did not occur within the scope of a duty authorized
or imposed by law;
B. The act or failure to act was the result of actual fraud, willful
misconduct or actual malice of the person requesting defense and indemnification;
or
C. The defense of the action or proceeding by Quinton would create a
conflict of interest between Quinton and the person or persons involved.
In any other action or proceeding, including criminal proceedings,
Quinton may provide for the defense of a present or former official,
employee or appointee, if Quinton concludes that such representation
is in the best interest of Quinton and that the person to be defended
acted or failed to act in accord with the standards set forth in this
chapter.
Whenever Quinton provides for the defense of any action set
forth herein and as a condition of such defense, Quinton may assume
exclusive control over the representation of such persons defended
and such person shall cooperate fully with Quinton.
Quinton may provide for the defense pursuant to this chapter
by authorizing its attorney to act in behalf of the person being defended
or by employing other counsel for this purpose or by asserting the
right of Quinton under any appropriate insurance policy that requires
the insurer to provide defense.