The Joint Meeting shall secure and maintain at all times for the protection of the Joint Meeting such public liability, property damage and any and all other forms of insurance as it may deem necessary.
Except as hereinafter provided, the Joint Meeting shall, upon the request of any present or former member, employee or appointee of the Joint Meeting, 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 and/or assigned duties.
A. 
Definitions. The terms of this Article VIII and the definition of "member," "employee" and "appointee" are to be construed liberally in order to effectuate the purposes of this Article VIII, except that these terms shall not mean: a) any entity that is not a natural person; b) any person while providing goods or services of any kind under any contract with the Joint Meeting except an employment contract; c) any person while providing legal or engineering services for compensation unless said person is a full-time employee of the Joint Meeting; and d) any person who, as a condition of his or her appointment or contract, is required to indemnify and defend the Joint Meeting and/or secure insurance.
B. 
Civil actions. The Joint Meeting shall provide for the defense of and indemnify any present or former member, employee or appointee of the Joint Meeting whenever any action has been or shall be brought against such person, if the person or persons involved:
(1) 
Acted or failed to act in a matter in which the Joint Meeting has or had an interest;
(2) 
Acted or failed to act in the discharge of a duty imposed or authorized by law; and
(3) 
Acted or failed to take action in good faith.
C. 
Costs and counsel fees. In indemnifying and defending such persons, the Joint Meeting shall incur all costs of defending such action, which defense shall extend to a cross-claim or counterclaim against such person, as well as the costs of appeal, if any, including reasonable counsel fees and expenses, and shall save harmless and protect such person from any financial loss resulting therefrom.
D. 
Punitive damages. The Joint Meeting 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 Joint Meeting may refuse to provide for the defense and indemnification of any civil action referred to herein if the Joint Meeting 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 the Joint Meeting would create a conflict of interest between the Joint Meeting and the person or persons involved.
E. 
Criminal proceedings. In any other action or proceeding, including criminal proceedings, the Joint Meeting may provide for the defense of a present or former member, employee or appointee, if the Joint Meeting first determines that such representation is in the best interest of the Joint Meeting and that the actions of the person to be defended did not constitute actual fraud, actual malice, gross misconduct, an intentional tort, or an intentional violation of any federal or state environmental law or regulation promulgated thereunder.
F. 
Exclusive control by the Joint Meeting. Whenever the Joint Meeting provides for the defense of any action set forth herein and as a condition of such defense, the Joint Meeting may assume exclusive control over the representation of such persons defended, and such persons shall cooperate fully with the Joint Meeting. In the event that any member or employee or appointee engages an attorney without the approval of the Joint Meeting and prior agreement as to the cost of services, all costs so incurred shall be the sole responsibility of such member, employee, or appointee.
G. 
Manner of defense. The Joint Meeting may provide for the defense pursuant to this Article VIII 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 Joint Meeting under any appropriate insurance policy that requires the insurer to provide defense.
H. 
Exceptions. Notwithstanding anything to the contrary set forth above, the Joint Meeting will not be responsible for indemnification under the following conditions:
(1) 
Judgment or settlement of a civil cause of action relating to a claim based upon willful fraud, malice, or misconduct.
(2) 
Judgments calling for punitive or exemplary damages, unless there is a judicial determination that the actions of the officer, employee or appointee did not constitute actual fraud, actual malice, gross misconduct, or an intentional tort.
(3) 
Any insurance coverage is available for payment.
(4) 
Where any officer, employee, or appointee is found to have acted in violation of the Local Government Ethics Law, N.J.S.A. 40A:22-1 et seq.
(5) 
Where any officer, employee, or appointee purposely, knowingly or recklessly violates the Water Pollution Control Act.