2017-05-03 Waste Management of Hawaii, Inc and The County of Hawaii, Reimbursement Agreement

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REIMBURSEMENT AGREEMENT This REIlVMURSEMENT AGREEMENT ("Agreement") is made and entered into between WASTE MANAGEMENT OF HAWAII, INC. ("WMH") and THE COUNTY OF HAWAII (the "County"). The parties shall be collectively referred to herein as the "Parties" and individually as a "Party", unless specifically identified otherwise. This Agreement shall be effective upon the date that all Parties have executed this Agreement (the "Effective Date"), as evidenced by the signatures below. RECITALS WHEREAS the County owns the West Hawaii Sanitary Landfill, also known as the Puuanahulu Landfill ("WHSL"); WHEREAS under the Landfill Construction, Operation and Closure Agreement dated April 21, 1993, including amendments, WMH performs certain work at WHSL, including cell construction and preparation, closure and post -closure maintenance, and environmental compliance; WHEREAS under a longstanding arrangement between the County and WMH, WMH hires temporary laborers to provide litter service at the WHSL, for which the County reimburses WMH for the cost of the labor, along with a surcharge; WHEREAS in early December 2014, WMH began an internal investigation of potential fraudulent activity by a longtime WMH employee (the "Employee"); WHEREAS as a result of WMH's internal investigation, the Employee was suspended on December 17, 2014, and terminated on December 26, 2014; WHEREAS on or about December 23, 2014, WMH notified the Department of Environmental Management at the County of the investigation, summarized its preliminary findings, and committed to reimbursing the County for any overpayments made by the County as a result of the Employee fraud; WHEREAS in January 2015, WMH hired outside legal counsel, Carlsmith Ball LLP, to investigate independently the activities of the Employee and report its findings to WMH, including the scope and duration of the Employee fraud and whether and to what extent the Employee fraud resulted in overcharges to the County; WHEREAS outside counsel's independent investigation found that the details of the Employee's fraud varied over time, and many factors may have contributed to that variation, including changes to WMH's or the County's temporary hiring needs, changes to WMH's procurement and invoicing processes, new or different supervision, new or different co- conspirators, and variations in the Employee's own remuneration desires; and furthermore, each payroll week represented a unique fraud, inasmuch as each payroll week involved different temporary workers, employed in different capacities and for a different number of hours, at various hourly wages, and due to the fact that the Employee inflated those hours and wages to differing degrees each week. Page 1 of 6