The
City may in its discretion indemnify any person who was or 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/she is or was a public official whether
elected or appointed, officer, employee or agent of the City or its
boards or commissions or was serving at the request of the City on
any other governmental board or commission against expenses, including
attorney's fees, judgments, fines and amounts paid in settlement or
compromise, actually and reasonably incurred by him/her in connection
with such action, suit or proceeding if he/she acted in good faith
and in a manner he/she reasonably believed to be in or not opposed
to the best interest of the City, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his/her conduct
was unlawful or unconstitutional. The termination of any 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 did not act in good faith and
in a manner which he/she reasonably believed to be in or not opposed
to the best interest of the City, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his/her
conduct was not unlawful; except that no indemnification shall be
made in respect of any claim, or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in performance
of his/her duty to the City unless and only to the extent that the
court in which the action or suit was brought determines upon application
that, despite the adjudication of liability and in view of all the
circumstances of the case, the person is fairly and reasonably entitled
to indemnity for such expenses which the court may deem proper.