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with the County Assessor’s Office and a FIRPTA certification setting forth the City’s address and federal tax identification number in accordance with and/or for the purpose of complying with the provisions of Sections 7701 and 1445 of the Internal Revenue Code of 1986, as amended. 19. Venue. The City and Buyer agree that any controversy arising under or in relation to this Agreement shall be litigated exclusively in Superior Court for the County of San Mateo or the federal district court for the Northern District of California. The City and Buyer each irrevocably consent to service, jurisdiction, and venue of such courts for any such litigation, and waive any other venue to which such Party might be entitled by virtue of domicile, habitual residence or otherwise. 20. Binding Upon Successors. Subject to the terms of Section 21 below, the terms and conditions, covenants, and agreements set forth herein shall apply to and bind the heirs, executors, administrators, assigns and successors of the Parties hereof. 21. Assignment. Buyer shall not assign its right, title or interest in this Agreement to any other party without the prior written consent of the City Manager, which determination may be withheld in the City’s sole and absolute discretion. Buyer may, however, without the need for the City’s prior written consent, assign this Agreement and all of Buyer’s rights hereunder to any “Affiliated Company” (as that term is defined in the Development Agreement), provided that (i) such assignee agrees, in a writing reasonably acceptable to the City, to execute all documents and perform all of the obligations of Buyer as if such assignee were the original Buyer under this Agreement, (ii) the City receives prior written notice of such assignment, and (iii) the original Buyer remains fully liable for all obligations under this Agreement. 22. Brokers. Each Party represents to the other that it has not engaged any person entitled to any brokerage commission or finder’s fee in connection with this transaction. Buyer agrees to indemnify the City from and against any claim asserted against or adjudged against the City by any person or entity, for any brokerage commission or finder’s fee or any like compensation occasioned by or as a result of any act or omission of Buyer, including all attorney’s fees, costs, expenses and any other fees incurred by, charged against or adjudicated against the City, whether or not suit is filed. (Signatures on next page) ATTY/RESO.0051/CC RESO CONDITIONALLY VACATING SPRING STREET SEGMENT (PURCHASE AND SALE AGR) - EXHIBIT 2 REV: 07-21-26 MI Page 13 of 25