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

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the other Party and the two Parties shall negotiate in good faith to determine the amount of the adjustment. 4.2. If the Parties agree to the amount of the adjustment, the Party owing the amount of the adjustment shall promptly pay that amount to the other Party. 4.3. If the Parties are unable to agree to the amount of the adjustment, either Party may demand that the amount of the adjustment be resolved through final and binding arbitration before Judicial Arbitration and Mediation Services ("JAMS"), or its successor, pursuant to the United States Arbitration Act, 9 U.S.C. § I et seq. Either Party may commence arbitration by filing a written demand for arbitration with JAMS, with a copy to the other Party. The arbitration will be conducted in accordance with the provisions of JAMS' Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The arbitration shall be conducted at Hilo, Hawaii or in such locations as all the Parties may stipulate. The Parties will cooperate with JAMS and with one another in selecting an arbitrator from JAMS' panel of neutrals, and in scheduling the arbitration proceedings. The Parties covenant that they will participate in the arbitration in good faith, and that they will share equally in its costs. 4.4. If either Party fails to provide the notice required under subsection 4.1 above by the Re -Opener Deadline, that Party's right to invoke this reopener shall expire. 4.5. For purposes of this Section, "Re -Opener Deadline" shall mean the date ONE (1) year after the occurrence of any one of the following: (a) The entry of a plea agreement by the Employee in connection with a federal or state prosecution of the Employee fraud described in the Recitals; or (b) The conviction or acquittal of the Employee in connection with a federal or state prosecution of the Employee fraud described in the Recitals; or (c) The receipt by the County of written confirmation from a representative of the Office of the United States Attorney for the District of Hawaii that it has terminated its criminal investigation of the Employee fraud. 5. Miscellaneous. 5.1. No Admission of Liability. The Parties agree that this Agreement and the covenants made hereunder are not to be deemed or construed as an admission of any breach, fault, or liability of any kind whatsoever, but are to be construed strictly as a compromise of claims. 5.2. Attorneys' Fees and Costs for Agreement. Each Party agrees to bear its own attorneys' fees, costs, and other expenses regarding the negotiation and drafting of this Agreement. 5.3. Successors and Assigns. This Agreement shall be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns. 5.4. Entire Agreement: Amendment. This Agreement constitutes the entire agreement among the Parties concerning the subject matter hereof and supersedes all previous correspondence, communications, agreements and understandings, whether oral Page 4 of 6