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<br />1310\10\4000039.1
<br />Board, Commission and Council members from all actions, causes of action, claims and demands
<br />whatsoever, including but not limited to claims for any form of equitable, writ and/or monetary
<br />relief, attorneys fees, and all other claims arising out of or in any way connected with the City’s
<br />2023-2031 Housing Element, and any and all actions taken in accordance with this Agreement.
<br />Exceptions to release and covenant not to sue: The conditional release in this paragraph, and the
<br />promises not to file litigation in sections 4 and 10, do not apply to any action or claim for relief by
<br />HAC (1) to enforce any provision of this Agreement, (2) based on the No Net Loss law
<br />(Government Code section 65863, which requires the city to ensure that its housing element
<br />inventory can accommodate the remaining unmet share of the regional housing need on an ongoing
<br />basis), or (3) based on any failure by the City to meet a mandatory deadline to implement a program
<br />in the Housing Element (see subsection (h) of Government Code section 65583.)
<br />6.No Support for Challenges to Sixth Cycle Housing Element.
<br />If the City adopts the Proposed Action described in Section 2 of this Agreement (i.e., completes
<br />the rezoning process for all three sites at the proposed density) by the Proposed Action Deadline,
<br />HAC will not file, fund or support, directly or indirectly, any litigation (including without
<br />limitation through funding, providing research, fact finding, or advising any third party)
<br />challenging the City’s 2023-2031 Housing Element, or any actions taken by the City in accordance
<br />with this Agreement.
<br />7.Force Majeure.
<br />Performance by either Party shall not be deemed to be in default where delays are due to natural
<br />disasters that are not caused by and are outside the reasonable control of the Parties, including
<br />without limitation war, insurrection, strikes, lockouts, riots, floods, earthquakes, fires, quarantine
<br />restrictions, freight embargoes, acts of terrorism, acts of the public enemy, epidemics or
<br />pandemics, government order, court order, or other similar causes beyond the control of the
<br />defaulting Party, the acts or failures to act of a public agency other than the City. An extension of
<br />time for any such cause shall be for the period of the enforced delay, shall commence to run from
<br />the time of commencement of the cause, and will be deemed granted if notice by the Party claiming
<br />such extension is sent to the other within ten (10) days from the commencement of the cause and
<br />such extension of time is not rejected in writing by the other Party within ten (10) days of receipt
<br />of the notice. In the event the other Party rejects such notice, the Parties shall meet and confer in
<br />good faith for a period of at least 10 calendar days. In no event shall the cumulative period of
<br />enforced delay under this Section exceed six months.
<br />8.Civil Code Section 1542.
<br />Subject to the conditions provided herein, the Parties intend for the waivers and releases provided
<br />herein to be and to constitute a full general release and to constitute a full and final accord and
<br />satisfaction extending to all claims arising out of or relating to the City’s Housing Element,
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<br />whether the same are known, unknown, suspected, anticipated, unsuspected, or unanticipated,
<br />except as expressly excluded by the exceptions to release under section 5. Conditioned on the City
<br />taking the Proposed Action described in Section 2 of this Agreement (i.e., completes the rezoning
<br />process for all three sites at the proposed density) by the Proposed Action Deadline, HAC, by
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