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3. That the County will indemnify Carter for all damages that may be <br /> awarded, including punitive damages. <br /> 4. That Carter waives any potential conflicts of interest, which were recited in <br /> the letter. <br /> 5. That Carter agrees to have the Corporation Counsel represent him prior to <br /> and subsequent to any answer filed on his behalf in Civil No. 47-187K. <br /> 6. That Carter agrees to fully cooperate, including but not limited to the <br /> disclosure of all facts in a truthful manner, with the Corporation Counsel. <br /> The above constitutes the whole Agreement between the County and Carter. Both <br /> <br /> parties agree to put their best faith efforts into resolving the case in the County's best <br /> <br /> interests. <br /> IN WITNESS WHEREFORE, the parties hereto have executed this agreement the <br /> <br /> day and year first above written. <br /> COUNTY OF HAWAII <br /> By <br /> STEPHEN K. YAMASHIRO <br /> Its Mayor <br /> By <br /> JAMES Y. ARAKAKI <br /> Its Chairman, Hawaii County Council <br /> RICHARD CARTER, JR. <br /> -3- <br /> <br />