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R1528 R E S O L U T I O N NO. 1528 WHEREAS, it is a commonly accepted practice for private and public entities to provide indemnification for members of their governing bodies, members of special commissions, officers and other full-time employees against liabilities incurred by them in the bona fide discharge of their duties, and WHEREAS, the District proposes to indemnify the members of the Board of Trustees, officers of the Board of Trustees, members of the Civil Service Commission; department heads, managers, supervisors, attorneys, engineers, accountants and other full-time employees of The Metropolitan St. Louis Sewer District, NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE METROPOLITAN ST. LOUIS SEWER DISTRICT that the following policy is hereby adopted: That The Metropolitan St. Louis Sewer District shall indemnify any member of the Board of Trustees, officers of the Board of Trustees, members of the Civil Service Commission; department heads, managers, supervisors, attorneys, engineers, accountants and other full-time employees of The Metropolitan St. Louis Sewer District, 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 District) by reason of the fact that said person is or was a member of the Board of Trustees, or member of the Civil Service Commission; or a department head, manager, supervisor, attorney, engineer, accountant or other full-time employee of the District against expenses (including attorney's fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by said person, in connection with such action, suit or proceeding if said person acted in good faith and in a manner reasonably believed to be in, or not opposed to, the best interests of the District, and with respect to any criminal action or proceeding had no reasonable cause to believe the conduct was unlawful. 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 reasonably believed to be in, or not opposed to, the best interests of the District, and with respect to any criminal action or proceeding, had reasonable cause to believe the conduct was unlawful. BE IT FURTHER RESOLVED that the District may elect to purchase insurance coverage from time to time to provide said indemnification in whole or in part, but the indemnification provided in this Resolution shall not be dependent upon whether or not the District elects to purchase said insurance. 3 The foregoing Resolution was adopted May 10, 1978.