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2-1 COMPENSATION OF
COMMISSIONERS. The
compensation for each Commissioner of the DuPage Airport Authority shall
be the maximum amount from time to time provided by the Airport
Authorities Act, 70 ILCS 5/0.01, et seq.
2-2 INDEMNIFICATION and DEFENSE.
Any officers, whether elected or appointed, employees and any other
authorized officials, committees, commissions or agencies of the DuPage
Airport Authority shall be indemnified and defended to the extent
permitted by law by the DuPage Airport Authority from and against all
liabilities, expenses of investigation, judgments and amounts paid in
settlement which may be imposed upon or reasonably incurred or paid by
such official or employee in connection with or resulting from any claim
made against him or her, or any action, suit, proceeding or investigation
in which he or she may be involved as a result of acts within the scope of
his or her prescribed duties or employment for the DuPage Airport
Authority, whether or not he or she continues to be such official or
employee at the time of such claim, action, suit, proceeding or
investigation.
2-2-1 Choice of Counsel.
The Board of Commissioners, on behalf of the DuPage Airport
Authority, shall have the right to select legal counsel to defend any
claims or lawsuits brought against any official, appointed or elected, or
any employees; provided that, in cases in which the Commissioners are sued
in their personal capacities, such officials sued shall have the right to
concur in or disapprove the choice of legal counsel made by the Board of
Commissioners. Failure of any
employee or elected or appointed official of the DuPage Airport Authority
to assist and cooperate with appointed legal counsel in his or her defense
may result in a waiver of the rights to representation and
indemnification.
2-2-2 Exceptions.
The provisions for defense and indemnification shall not apply to:
(a) Bad Faith/Willful and Wanton
Conduct. Any liability or
cost with respect to any matter as to which such officer, official or
employee is adjudged by a court of competent final jurisdiction to be
guilty of bad faith, actual malice or willful and wanton misconduct in the
performance of his or her duties as such officer, official or employee.
(b) Beyond Scope of Official
Capacity. Any liability
or cost with respect to any matter as to which the officer, official or
employee is adjudged by a court of competent final jurisdiction to have
been acting outside of the scope of his or her employment or official
capacity.
(c) Unapproved Payments.
Any payment, expense or cost arising out of a settlement of any
claim, action, suit or proceeding, unless (i) such settlement shall be
approved by the court having jurisdiction over such claim, action, suit or
proceeding with express knowledge of the existence of the indemnification
provided hereby; or (ii) such settlement shall have been made upon the
written opinion of legal counsel to the effect that there is no reasonable
ground for any finding of bad faith, actual malice or willful and wanton
misconduct on the part of such official or employee and that the
anticipated cost of such settlement will not substantially exceed the
estimated cost and expense of defending such claim, action suit or
proceeding to a final conclusion;
(d) Adverse Party.
Any liability, expense, judgment or amount paid in settlement in
conjunction with or resulting from any claim, action, suit or proceeding
in which such official, employee, former official or former employee and
the DuPage Airport Authority itself, or officials of the DuPage Airport
Authority acting in their governmental capacities, are adverse parties; or
(e)
Independent Representation.
The cost of independent legal representation in any such action,
suit or proceeding if the DuPage Airport Authority offers, or otherwise
indicates its willingness to provide, a legal defense with respect to such
claim, action, suit, proceeding or investigation.
2-2-3 No Waiver.
Nothing herein contained is intended to or shall result in the
waiver of any immunity available to the DuPage Airport Authority, its
officers and employees, by the operation of the Local Governmental and
Governmental Employees Tort Immunity Act or any other statute or the right
of the DuPage Airport Authority to avail itself of any and all defenses
provided by such immunity statute on behalf of itself, its officers and
employees.
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