The
City shall indemnify, defend and hold harmless any elected or appointed
officials, officers, employees, agents and any member of a City agency,
commission, committee or board who is a party or is threatened to
be made a party to any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the City), by reason of
the fact that he or she is or was a public official, whether elected
or appointed, officer, employee or agent of the City or while serving
at the request of the City as a member of a City agency, commission,
committee or board, against all expenses, including attorney fees,
judgments, fines and amounts paid in settlement or compromise, actually
and reasonably incurred by him or her in connection with such action,
suit or proceeding if he or she acted in good faith and in a manner
he or she reasonably believed to be in (or not opposed to) the best
interest of the City, without malice or specific intent to commit
a violation of another person's constitutional rights and, with respect
to any criminal action or proceeding, had no reasonable cause to believe
his or her conduct was unlawful or unconstitutional. The termination
of any such action, suit or proceeding by judgment, order, settlement,
conviction or upon a plea of nolo contendere or its equivalent shall
not, of itself, create a presumption that the person failed to act
in good faith and in a manner that he/she reasonably believed to be
in or not opposed to the best interest of the City, or that the person
acted with malice or specific intent to commit a violation of another
person's constitutional rights or, with respect to any criminal action
or proceeding, that the person had reasonable cause to believe that
his/her conduct was unlawful; provided, however, the City shall not
be liable for any settlement of any such claim or suit effected without
its consent and the City reserves the right to assert any defense
and make any settlement or any claim or suit that it deems expedient.