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7 6.5 Governing Law. This Agreement, and the rights and obligations of the Parties hereunder, shall be governed by and construed in accordance with the substantive laws of the State of California without regard to conflict of law principles. Venue for any dispute hereunder shall be in Alameda County, California. 6.6 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties hereto, their successors, administrators, executors and permitted assigns. Severability. In the event any provision or portion of this Agreement is held by any court of competent jurisdiction to be invalid or unenforceable, such holdings shall not affect the remainder hereof, and the remaining provisions shall continue in full force and effect to the same extent as would have been the case had such invalid or unenforceable provision or portion never been a part hereof, except to the extent the rights and obligations of the parties have been materially altered by such unenforceability. 6.7 Further Assurances. From and after the date of this Agreement, City and Operator, at the request of the other Party, shall make, execute and deliver or obtain and deliver all such affidavits, certificates, resolutions and other instruments and documents, and shall do or cause to be done all such other things that either Party may reasonably require in order to effectuate the provisions and the intention of this Agreement. 6.8 Authority to Execute Agreement. Each Party represents and warrants to the other Party that by proper action the person executing this Agreement on behalf of such Party has been duly authorized to execute and deliver this Agreement. 6.9 Agreement Administration and Approvals. The City Manager of the City of San Leandro, or his or her designee, shall be the person designated by City to administer this Agreement on behalf of City. The City Manager of the City of San Leandro shall have the authority to consent to any matter requiring City approval or consent as provided in this Agreement, and to perform and carry out any activities concerning this Agreement, including but not limited to, the execution of any additional agreements, addenda or amendments so long as such actions do not substantially affect the rights and obligations of City as specified herein. 6.10 Captions. All captions, headings, paragraphs, subparagraphs, letters and other reference captions are solely for the purpose of facilitating convenient reference to this Agreement, shall not supplement, limit or otherwise vary the text of this Agreement in any respect, and shall be wholly disregarded when interpreting the meaning of any terms or provisions hereof. All references to particular articles, sections, subsections, paragraphs and subparagraphs by number refer to the text of such items as so numbered in this Agreement. 6.11 Gender. Words of any gender used in this Agreement shall be held and construed to include any other gender, and words of a singular number shall be held to include the plural, and vice-versa, unless the context requires otherwise. 6.12 Exhibits. Each and every exhibit referred to or otherwise mentioned in this Agreement is attached to this Agreement and is and shall be construed to be made a part of this Agreement by such reference or other mention at each point at which such reference or other mention occurs, in DRAFT