Except as hereinafter provided, the Borough
of Oradell, hereinafter known as the Borough, shall, upon the request
of any present or former official, employee or appointee of the Borough,
provide for the 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 any person who is not a natural person; any person
while providing goods or services of any kind under any contract with
the Borough except an employment contract; any person while providing
legal or engineering services for compensation unless said person
is a full-time employee of the Borough; and any person who, as a condition
of his or her appointment or contract, is required to indemnify and
defend the Borough and/or secure insurance.
The Borough shall provide for defense of and
indemnify any present or former official, employee or appointee of
the Borough who becomes a defendant in a civil action if the person
or persons involved acted or failed to act in a matter in which the
Borough 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 the Borough to defend and indemnify shall extend to a cross-claim
or counterclaim against said person.
The Borough 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. The Borough may refuse to provide for the defense
and indemnification of any civil action referred to herein if the
Borough Council determines that the act or omission did not occur
within the scope of a duty authorized or imposed by law; 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 the defense of the action or proceeding by the Borough would create
a conflict of interest between the Borough and the person or persons
involved.
In any other action or proceeding, including
criminal proceedings, the Borough may provide for the defense of a
present or former official, employee or appointee if the Borough Council
concludes that such representation is in the best interest of the
Borough and that the person to be defended acted or failed to act
in accord with the standards set forth in this chapter.
Whenever the Borough provides for the defense
of any action set forth herein and as a condition of such defense,
the Borough may assume exclusive control over the representation of
such persons defended, and such person shall cooperate fully with
the Borough.
The Borough may provide for the defense pursuant
to this chapter by authorizing its Attorney to act on behalf of the
person being defended or by employing other counsel for this purpose
or by asserting the right of the Borough under any appropriate insurance
policy that requires the insurer to provide defense.