HomeMy WebLinkAboutAgreement A-19-425 with Little Bear Solar 1 3 4 and 5 LLC Indemnification.pdf1 COUNTY harmless, in order that COUNTY shall bear no fiscal or financial burden whatsoever resulting
2 from any litigation challenging the COUNTY's grant or issuance of land use approvals to OWNERS.
3 NOW, THEREFORE, in consideration of OWNERS' request for COUNTY to process applications
4 for the Project and other consideration the receipt and sufficiency of which is hereby, acknowledged,
5 COUNTY and OWNERS agree as follows:
6 1.EFFECTIVE DATE.
7 This INDEMNI FICAT ION AGREEMENT is effective as of the date that it is signed by the
8 PARTIES.
9 2.INCORPORATION OF RECITALS.
1 O The Recitals set forth above are incorporated herein by this reference and are made a
11 part of this INDEMNIFICATION AGREEMENT as set for in their entirety.
12 3.DEFINITIONS.
13 (a)"OWNERS" means the person(s) or entity(ies) to whom the land use approval will
14 be granted or issued, and his, her, or its heirs, assigns or successors in interest;
15 (b)"BUSINESS DAY' means the business day of the PARTY required to perform an
16 obligation herein, provided however, a business day of PARTY who is an individual shall mean Monday
17 through Friday, inclusive.
18 (c)"LAND USE APPROVAL" shall include any benefit arising from any of the
19 following: the certification of an Environmental Impact Report ("EIR"), the grant of an amendment to the
20 general plan or a rezoning; the issuance of a variance, conditional use permit, Director's Review and
21 Approval, or other discretionary land use permit; the approval of a parcel, tentative or final subdivision
22 map; and any other document prepared pursuant to the California Environmental Quality Act ("CEQA')
23 or other law that is approved in conjunction with the LAND USE APPROVAL. "LAND USE APPROVAL"
24 does not include a ministerial permit;
25 (d)"PROJECT" means the use of the land authorized by the following LAND USE
26 APPROVALS: Unclassified Conditional Use Permit Nos. 3550, 3551, 3552, 3553, and 3577.
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(e)"COUNTY' shall mean the County of Fresno, a political subdivision of the State of
(f)"COUNTY BUSINESS DAY' means Monday through Friday, inclusive, but
4 excluding any day which is recognized as a legal holiday by COUNTY.
5 (g)"DAY" means a calendar day unless specified to the contrary in the
6 INDEMNIFICATION AGREEMENT, as applicable.
7 (h)"DIRECTOR" means the Director of COUNTYs Department of Public Works and
8 Planning.
9 (i)"FINAL DISPOSITION" means a dismissal with prejudice of a Legal Action or a
10 final judgment in a Legal Action.
11 U)"LEGAL ACTION" means a lawsuit, petition, claim, action, cause of action, or
12 other legal proceeding initiated in a court, including an appeal(s) and/or writ(s) to a court of higher
13 jurisdiction, which seeks to act, set aside, void, remand to a lower jurisdiction, or annual any LAND USE
14 APPROVAL or PROJECT.
15 4.INDEMNIFICATION.
16 (a)The OWNERS hereby agree to save, indemnify, hold harmless and, at COUNTYs
17 request, defend COUNTY, its officers, agents, and employees, the Fresno County Board of Supervisors,
18 each member of the Fresno County Board of Supervisors, the Fresno County Planning Commission, and
19 each member of the Fresno County Planning Commission (the "INDEMNIFIED PARTIES"), from and
20 against any and all losses, expenses, demands, liabilities, claims, costs (including but not limited to
21 attorney's fees and cost, and fees and costs of experts or consultants engaged by such attorney),
22 judgments, injuries, fines, penalties, or damages of any nature whatsoever asserted against, occurring,
23 or resulting to and of the INDEMNIFIED PARTIES, including, but not limited to, an award of attorney's
24 fees and costs ( and fees and costs of any experts or consultants engaged by such attorney) to the person,
25 organization or entity bringing the cause of action, or their officers, agents, and employees, arising from,
26 resulting from, or in connection with any COUNTY action in granting, issuing or approving any LAND
27 USE APPROVAL for the PROJECT.
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1 (b)When defending INDEMNIFIED PARTIES, OWNERS shall pay all attorneys' fees
2 and costs and fees (and costs of any experts or consultants engaged by such attorney) related to the
3 defense in any action brought against the INDEMNIFIED PARTIES and the OWNERS, except for any
4 fees and costs incurred by the COUNTY in defense of any action, as provided in section 4 of this
5 INDEMNIFICATION AGREEMENT. OWNERS shall defend the INDEMNIFIED PARTIES through
6 counsel selected by OWNERS (including but not limited to in-house counsel) and shall keep the COUNTY
7 fully informed as to the progress of such defense.
8 (c)OWNERS understand and acknowledge that there shall be no limit on the amount
9 of attorneys' fees and costs (including but not limited to court costs, and fees and costs of any experts or
10 consultants engaged by such attorney) they may be required to pay to satisfy their obligations in
11 accordance with this INDEMNIFICAT ION AGREEMENT; provided, however, that nothing her ein shall be
12 construed to prevent OWNERS from reasonably seeking to limit fees, costs, and other losses in defense
13 of any claims challenging any LAND USE APPROVAL, which may include seeking settlement and
14 dismissal of such claims, or modification of such LAND USE APPROVAL in accordance with COUNTY's
15 adopted ordinances and procedures and subject to COUNTY'S approval.
16 (d)OWNERS' obligations under this INDEMNIFICATION AGREEMENT shall apply
17 whether or not there is concurrent, active, or passive negligence, or other liability, on the part of the
18 INDEMNIFIED PARTIES, or any of them. OWNERS' obligations under this INDEMNIFICA TION
19 AGREEMENT shall be effective regardless of whether any or all LAND USE APPROVAL issued by
20 COUNTY regarding the PROJECT remain valid or are invalidated, or are modified, in whole or in part by
21 any court.
22 5.NOTIFICATIONS AND COOPERATION BY COUNTY.
23 COUNTY shall notify OWNERS within seven (7) COUNTY business days of its receipt of
24 any demand, claim, action, proceeding, or litigation in which COUNTY is to be indemnified and held
25 harmless by OWNERS. If COUNTY requests that OWNERS defend COUNTY, it shall notify OWNERS
26 in writing within ten (10) COUNTY BUSINESS DAYS of its receipt of any such demand, claim, action,
27 proceeding, or litigation. COUNTY shall reasonably and fully cooperate in such defense.
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6.COUNT Y PART ICIPATION IN DEFENSE.
Nothing contained herein shall prohibit COUNTY, in its sole discretion, from participating
3 in the defense of any demand, claim, action, proceeding, or litigation over and above representation by
4 outside counsel, or from participating in the defense of any demand, claim, action, pr oceeding, or
5 litigation. If COUNTY elects to also defend, it shall do so in good faith and COUNTY shall bear its
6 attorney's fees and costs (and fees and costs of any experts or consultants engaged by COUNTY).
7 Except as otherwise provided in this section, in no event shall COUNTYs participation in the defense of
8 any demand, claim, action, proceeding, or litigation affect the obligations imposed upon OWNERS in
9 section 4 of this INDEMNIFICATION AGREEMENT.
10 7.REIMBURSEMENT OF COUNTY'S COSTS RE:.ADMINISTRATIVE RECORD.
11 COUNT Y acknowledges that it will make all reasonable efforts to look to the petitioner
12 bringing action for payment of costs associated with preparation of any administrative record as provided
13 by law. However, only if the petitioner refuses to pay within 90 days of COUNTYs written demand,
14 OWNERS agree to reimburse COUNTY for its actual cost incurred, including, but not limited to, COUNTY
15 staff and attorney time expended, for certifying and/or preparing the administrative record in connection
16 with any litigation/ proceedings related to the subject matter of this INDEMNIFICAT ION AGREEMENT.
17 To the extent administrative record reimbursement and related costs are recovered by the COUNTY in
18 any litigation, OWNERS shall be reimbursed to the extent of any such recovery.
19 8.RELEASES AND COVENANT NOT TO SUE.
20 (a)In consideration for the agreements contained herein, upon issuance of a final
21 Certificate of Occupancy for the Project, OWNERS for themselves, and their successors, assigns, heirs,
22 executors, administrators and representatives, and any other person or entity claiming (now or in the
23 future) to be acting through or on behalf of OWNERS (each a "RELEASOR," and collectively, the
24 "RELEASORS"), hereby fully and finally release and forever discharge the RELEASEES (hereinafter
25 defined) from any and all demands, liabilities, causes of action, claims, losses, expenses, costs (including
26 but not limited to court costs, attorney's fees and costs, and fees and costs of any experts or consultants
27 engaged by such attorney), or damages of any nature or kind whatsoever whether known or unknown
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1 related in any way to the LAND USE APPROVAL and covenants not to sue the RELEASEES. Each
2 INDEMNIFIED PARTY is a "RELEASEE" and the INDEMNIFIED PARTIES are collectively the
3 "RELEASEES" under this INDEMNIFIC ATION AGREEMENT. OWNERS acknowledge and affirm that
4 they are familiar with Section 1542 of the California Civil Code, which provides that:
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIM S WHICH THE
CREDITOR DOES NOT KNOW OR SUSPECT EXISTS IN HIS OR HER FAVOR
AT THE TIME OF EXE CUTING THE RELEASE, WHICH IF KNOWN BY HIM OR
HER MUST HAVE MATERIALLY AFFE CTED HIS OR HER SETTLEMENTWTH
THE DEBTOR.
(b)OWNERS hereby knowingly and voluntarily waive the provisions of Section 1542
of the California Civil Code with respect to any cause of action or claim alleged or which could have been
alleged in a LEGAL ACTION, and acknowledge and agree that this waiver is an essential and material
term which led to this INDEMNIFICATION AGREEMENT.
(c)/ls. of the issuance of a final Certificate of Occupancy for the Project, RELEASORS
hereby absolutely, unconditionally and irrevocably, covenant and agree with and in favor of the
RELEASEES that RELEASORS will not bring, file, charge, claim, sue or cause, assist, or permit to be
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16 brought, filed, charged or claimed any action, cause of action, or proceeding (at law, in equity, in any
17 regulatory proceeding or otherwise) against the RELEASEES on the basis of any matter released,
18 surrendered, or discharged by the RELEASORS pursuant to this INDEMNIFICATION AGREEMENT. If
19 any RELEASORS violates the foregoing covenant, such RELEASORS, jointly and severally agree to
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pay, in addition to such other damages as any RELEASEE may sustain as a result of such violation, all
reasonable attorney's fees and costs incurred by any RELEASEE as a result of such violation.
(d )OWNERS acknowledge and agree that this release applies to all causes of action
and claims that OWNERS may have against COUNTY arising out of a LAND USE APPROVAL for
injuries, damages, or losses to OWNERS' person and property, real or personal, whether those injuries,
damages, or losses are known or unknown, foreseen or unforeseen, or patent or latent. OWNERS
acknowledge and warrant to COUNTY that OWNERS' execution of this release is free and voluntary,
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1 and that this release was separately bargained for and a key element of this INDEMNIFICA TION
2 AGREEMENT of which such release is a part.
3 (e)This release pertains to a disputed claim and does not constitute an admission of
4 liability by COUNTY for the LAND USE APPROVAL.
5 (f)The provisions of this Section 8 shall survive the termination of this
6 INDEMNIFICATION AGREEMENT.
7 9.DEFAULT
8 For the purposes of this INDEMNIFICATION AGREEMENT, the occurrence of any one or
9 more of the following events shall constitute an "EVENT OF DEFAULT" by OWNERS under this
10 INDEMNIFICATION AGREEMENT:
11 (a)If a court makes one or more orders that COUNTY must pay attorney's fees and
12 costs (including but not limited to any court costs, and/or fees and and/or costs of any experts or
13 consultants engaged by such attorney) of any parties challenging the PROJECT, and/or any other
14 amounts of such parties, and OWNERS fail to reimburse COUNTY within seven (7) COUNTY BUSINESS
15 DAYS for such attorney's fees and/or costs, and/or amounts upon COUNTYs written request for payment
16 thereof;
17 (b)OWNERS fail to promptly defend, indemnify, and hold harmless the INDEMNIFIED
18 PARTIES, as required under this INDEMNIFICATION AGREEMENT;
19 (c)OWNERS fail to timely pay any amount due or owed by OWNERS to COUNTY
20 under this INDEMNIFICATION AGREEMENT,
21 (d)The breach or default in the performance of any other obligations in this
22 INDEMNIFICATION AGREEMENT, or falsity of any representation or warranties, of OWNERS in this
23 INDEMNIFICATION AGREEMENT for a period of thirty (30) days after COUNTY provides written notice
24 to OWNERS, stating the obligation OWNERS have failed to perform, or the apparently false
25 representation or warranty of OWNERS, provided however, if the nature of the breach or de fault or false
26 representation or warrant is such that OWNERS cannot reasonably cure the breach or default, or correct
27 the false representation or warranty within thirty (30) calendar days, OWNERS shall have additional
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1 reasonable time to cure or correct, as applicable, subject to OWNERS commencing to cure or correct
2 as applicable, within the thirty (30) day period and diligently pursuing the cure or correction, as applicable,
3 to completion and completing the cure or correction, as applicable, not later than sixty (60) days from
4 COUNTYs notice of such failure to perform or apparently false representation or warranty; or
5 (e)Bankruptcy, liquidation, arrangement, insolvency, receivership, or conservatorship
6 proceedings, or other proceedings for relief under any bankruptcy or similar law or laws for the relief of
7 debtors, are instituted by or against OWNERS, and are not dismissed within ninety (90) days of institution,
8 or there is an assignment by OWNERS for the benefit of creditors, or any similar action taken by or
9 against OWNERS, or OWNERS are insolvent.
10 The occurrence of an EVENT OF DEFAULT shall entitle COUNTY to all any and all
11 remedies available under this INDEMNIFICATION AGREEMENT and under the law, including but not
12 limited to, specific performance and damages. Moreover, and without limiting COUNTY's remedies
13 hereinabove, OWNERS' failure to promptly defend, indemnify, and hold harmless the INDEMNIFIED
14 PARTIES , as required under this INDEMNIFICATION AGREEMENT, shall constitute grounds upon
15 which the COUNTY decision-making body may rescind the issuance of the LAND USE APPROVAL for
16 the Project in accordance with COUNTYs adopted ordinances and procedures, and a waiver by
17 OWNERS of any right to proceed with the PROJECT or any portion thereof.
18 10.TERMINATION OF AGREEMENT.
19 (a)This INDEMNIFICATION AGREEMENT may be terminated only upon the
20 following conditions:
21 (i)The PARTIES , by their express, mutual, written consent agree to terminate
22 this INDEMNIFICATION AGREEMENT, which consent shall not be unreasonably withheld; or
23 (ii)Provided that OWNERS are not in breach of or default under this
24 INDEMNIFICATION AGREEMENT, the OWNERS petition the Fresno County Board of Supervisors to
25 terminate this INDEMNIFICATION AGREEMENT by providing to the Board of Supervisors, a written
26 opinion of OWNERS' legal counsel, as required under subsection 10(b) of this INDEMNIFICA TION
27 AGREEMENT, and the Board of Supervisors, in its sole discretion, determines that termination of this
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1 INDEMNIFICATION AGREEMENT is in the best interest of the public and the COUNTY. It is understood
2 and agreed that the Board of Supervisors, in making such determination of whether to terminate this
3 INDEMNIFICAT ION AGREEMENT, may reasonably rely upon said opinion of OWNERS' legal counsel.
4 (b)The opinion of OWNERS' legal counsel shall include, without qualification, the
5 following applicable representations and opinion:
6 (i)if a demand, claim, action, proceeding, or litigation is brought by anyone
7 upon or after the date of such opinion that could give rise to OWNERS' obligations herein to defend,
8 indemnify, and/or hold harmless the COUNTY, such demand, claim, action, proceeding, and/or litigation
9 is completely and forever barred by the statute of limitations;
10 (ii)If one or more LEGAL ACTIONS is initiated which challenges COUNTY'S
11 issuance of the LAND USE APPROVALS, then following the FINAL DISPOSITION of all LEGAL
12 ACTIONS, on or after the passage of two hundred (200) days from the FINAL DISPOSITION of the last
13 LEGAL ACTION to reach FINAL DISPOSITION, including any available appeals and/or writs to a court(s)
14 of higher or supervisory jurisdiction; or
15 (iii)OWNERS' legal counsel is not aware of any demand, claim, action,
16 proceeding, or litigation which is pending or threatened by anyone that could give rise to OWNERS'
17 obligations herein to defend, indemnify, and/or hold harmless the COUNTY.
18 (c)If this INDEMNIFICATION AGREEMENT is terminated, as provided, above, the
19 COUNTY shall execute a written release of OWNERS' obligations under this INDEl\.i1NIFICA T 10 N
20 AGREEMENT within ten (1 O) days of the date of termination. It shall be OWNERS' responsibility to
21 record such document with the office of the Recorder of the County of Fresno.
22 11.SEVERABILITY.
23 If anything in this INDEMNIFI CAT ION AGREEMENT is found by a court of competent
24 jurisdiction to be unlawful or otherwise unenforceable, the balance of this INDEl\.i1NIFICAT ION
25 AGREEMENT remains in effect, and the PARTIES shall make best efforts to replace the unlawful or
26 unenforceable part of this INDEMNIFICAT ION AGREEMENT with lawful and enforceable terms intended
27 to accomplish the PARTIES' original intent.
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12.NOTICES.
The persons and their addresses having authority to give and receive notices under this
INDEMNIFICATION AGREEMENT include the following:
COUNTY:
County of Fresno
Director of Public Works and Planning
Attn: Principal Planner
2220 Tulare Street, Sixth Floor
Fresno, CA 93721
Fax: (559) 600-4200]
Copies of notices to COUNTY shall also be given to:
OWN ERS:
Office of the Fresno County Counsel
Attn: Senior Deputy County Counsel
2220 Tulare Street, Suite 500
Fresno, CA 93721
Email: CountyCounsel@fresnocountyca.gov
Fax: (559) 600-3480
Little Bear Solar 1, 3, 4, and/or 5 LLC
c/o First Solar Inc.
Attn: Robert Holbrook -l'v1anager, Project Development
135 l'v1ain Street, 6th Floor
San Francisco, CA 94105
Email: rholbrook@firstsolar.com
Copies of notices to OWNERS shall also be given to:
First Solar Development, LLC
Attn: General Counsel
350 West Washington Street, Suite 600
Tempe, AZ 85281
Email: generalcounsel@firstsolar.com
My and all notice, consents, approvals, requests, correspondences, documents,
25 reports, demands and other communications (collectively, "N OTIC E") between COUNTY and
26 OWNERS provided for or permitted under this INDEMNIFICATION AGREEMENT or by law shall be in
27 writing and delivered either by personal service, by first-class United States mail, by an overnight
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1 commercial courier service, by telephonic facsimile transmission, or by Portable Document Format
2 ("PDF") document attached to an email. A NOTICE delivered by personal service is effective upon
3 service to the recipient. A NOTICE delivered by first-class United States mail is effective three
4 COUNTY BUSINESS DAYS after deposited in the United States mail, postage prepaid, addressed to
5 the recipient. A NOTICE delivered by first-class United States mail is effective three COUNTY
6 BUSINESS DAYS after deposited in the United States mail, postage prepaid, addressed to recipient. A
7 NOTICE delivered by an overnight commercial courier is effective one COUNTY business day after
8 deposit with the overnight commercial courier service, delivery fees prepaid, with delivery instructions
9 for next-day delivery, addressed to the recipient. A NOTICE delivered by telephonic facsimile or by PDF
10 document attached to an email is effective when transmission is completed (but, if such transmission is
11 completed outside of COUNTY business hours, then such delivery shall be deemed to be effective at
12 the next beginning of a COUNTY business day), provided that the sender maintains a machine record
13 of the completed transmission.
14 For all claims arising out of or related to this INDEMNIFICATION AGREEl\,ENT, nothing
15 in this section establishes, waives, or modifies any claims presentation requirements or procedures
16 provided by law, including the Government Claims Act (Division 3.6 of Title 1 of the Government Code,
17 beginning with section 810).
18 13.GOVERNING LAW AND VEN UE.
19 This INDEMNIFICATION AGREEMENT is made and entered into in the State of California
20 and shall be deemed to have been executed and delivered within the State of California, and the rights
21 and obligations of the parties hereunder shall be governed by, and construed, and enforced in
22 accordance with the laws of the State of California. Any suits brought pursuant to this INDEMNIFICAT 10 N
23 AGREEMENT shall be filed and heard in courts having jurisdiction and located in the Fresno County,
24 State of California.
25 14.ENTIRE AGREEMENT; CONSTRUCTION OF INDEMNIFICATION AGREEMENT.
26 This INDEMNIFI CATION AGREEMENT constitutes the entire agreement between
27 OWNERS and COUNTY with respect to the subject matter hereof, and supersedes all previous
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1 INDEMNIFICATION AGREEMENT negotiations, proposals, commitments, writings, advertisements,
2 publications, and understanding of any nature whatsoever concerning such payment obligation unless
3 expressly included in this INDEMNIFIC ATION AGREEMENT.
4 The final form of this INDEMNIFICATION AGREEMENT is the result of the PARTIES'
5 combined efforts. The PARTIES hereby acknowledge that they and their respective counsel have
6 cooperated in the drafting and preparation of this INDEMNIFICATION AGREEMENT, for which reason
7 this INDEMNIFICATION AGREEMENT shall not be construed against any PARTY as the drafter thereof.
8 15.MODIFICATION.
9 This INDEMNIFICATION AGREEMENT may not be altered, amended, or modified in
10 any respect, except by a writing duly executed by the PARTIES.
11 16.BINDING EFFECT.
12 Neither PARTY shall assign, transfer or sub-contract this INDEMNIFICA TION
13 AGR EEMENT nor their rights or obligations under this INDEMNIFICATION AGREEMENT without the
14 prior written consent of the other PARTY. This INDEMNIFICATION AGREEMENT shall be binding upon,
15 and inure to the benefit of, the respective successors and assigns of the PARTIES who are permissible
16 successors and assigns under this Section 16.
17 17.NO THIRD PARTY BENEFICIARIES.
18 Notwithstanding anything else to contrary herein, the PARTIES acknowledge and agree
19 that no other person, firm, corporation, or entity shall be deemed as an intended third-party beneficiary
20 of this INDEMNIFIC ATION AGREEMENT.
21 18.JOINT AND SEVERAL LIABILITY.
22 Little Bear Solar 1, LLC; Little Bear Solar 3, LLC; Little Bear Solar 4, LLC; and Little Bear
23 Solar 5, LLC shall be jointly and severally liable for the OWNERS' obligations to COUNTY under this
24 INDEMNIFICATION AGREEMENT.
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19.COUNTERPARTS.
This INDEMNIFICATION AGREEMENT may be signed in counterparts, each of which is
27 an original, and all of which together constitute this INDEMNIFICATION AGREEMENT.
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1 20.LEGAL AUTHORITY.
2 Each PARTY hereby covenants, warrants, and represents to the other PARTY: (1) that
3 individual executing or attesting this INDEMNIFICATION AGREEMENT on behalf of such PARTY is
4 duly authorized to execute and deliver this INDEMNIFIC ATION AGREEMENT on behalf of such
5 PARTY in accordance with the following: for OWNERS, their articles of organization and operating
6 agreements; and for COUNTY, its governing legal authority; (2) that this INDEMNIFICATION
7 AGREEMENT is binding upon such PARTY; and (3) that such PARTY is duly organized and legally
8 existing in good standing in the State of California.
9 21.AUTHORITY OF DIRECTOR.
10 The Director is hereby authorized by COUNTY to give any Notices on behalf of
11 COUNTY, make any determinations or declarations on behalf of COUNTY including with respect to any
12 Event of Default or material breach of this INDEMNIFICATION AGREEMENT, or to take any action, or
13 enforce any right on behalf of COUNTY under this INDEMNIFICATION AGREEMENT on behalf of
14 COUNTY.
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22.HEADINGS; CONSTRUCTION; STATUTORY REFERENCES; TIME IS OF ESSE NCE.
The headings of the sections and paragraphs of this INDEMNIFICATION AGREEMENT
17 are for convenience only and shall not be used to interpret this INDEMNIFICATION AGREEMENT.
18 This INDEMNIFIC ATION AGREEMENT is the product of negotiation between the Parties,
19 as assisted by their respective attorneys. The language of this INDEMNIFICATION AGREEMENT shall
20 be construed as a whole according to its fair meaning and not strictly for or against any PARTY. Any rule
21 of construction to the effect that ambiguities are to be resolved against the drafting PARTY shall not apply
22 in interpreting this INDEMNIFICATION AGREEMENT. All references in this INDEMNIFICA TION
23 AGREEMENT to particular statutes, regulations, ordinances or resolutions of the United States, the State
24 of California, or County of Fresno shall be deemed to include the same statute, regulation, ordinance or
25 resolution as hereafter amended or renumbered, or if repealed, to such other provisions as may thereafter
26 govern the same subject.
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1 It is understood that time is of the essence in OWNERS' performance of all of his
2 obligations under this INDEMNIFICATION AGREEMENT.
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