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I agency for such purposes at its designated notice address, with copies to DEM and the Director of Finance. Any notice recipient may, by notice to the others as provided above, change the notice information for such recipient or change or add persons as additional notice participants, including notice recipients on behalf of other County departments or agencies to which responsibilities hereunder may be delegated. 11. Miscellaneous. I (a) This Agreement and any dispute arising hereunder shall be governed by and interpreted in accordance with the laws of the State of Hawaii. Any action at law or in equity arising under this Agreement brought by any party hereto for the purpose of enforcing, construing or determining the validity of any provision of this Agreement shall be filed and tried in Circuit Court of the Third Circuit, State of Hawaii, and the parties hereby waive all provisions of law providing for the filing, removal or change of venue to any other court. (b) As provided above, the County is acting through DEM and the Finance Department with respect to this Agreement and, accordingly, either DEM or the Finance Department is expressly designated as acting for the County with respect to certain matters arising hereunder. The Finance 3 Department shall act for the County with respect to matters for which no express designation is made. (c) As used herein, the singular of any word includes the plural, and terms in the j masculine gender shall include the feminine and vice versa. 3 3 (d) The parties hereto hereby agree that an implied standard of reasonableness shall ' govern all actions of the parties hereunder, and the parties hereby covenant to one another to act in ! good faith and to deal fairly with one another to effectuate the purposes of this Agreement. I (e) This is intended to be a fully integrated agreement which contains the entire agreement between the parties with respect to the matters pertaining to the process of acquisition by 3 the County of the Improvements. 3 (f) Time is of the essence with respect to this Agreement and each and every provision hereof. (g) Except as may be specifically provided herein to the contrary, no third party shall be the express or implied beneficiary of this Agreement or any of its provisions, and no such third party may bring any action in law or equity with respect thereto. [Remainder of Page Intentionally Left Blank] 3 j 19