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HomeMy WebLinkAboutMS 2018-0009; Ionis Pharmaceuticals Inc; 2019-0326663; Hold Harmless Agreement/Releasef;detitJ '1/ft-e rJG RECORDING IS REQUESTED FOR THE BENEFIT OF THE CITY OF CARLSBAD WHEN RECORDED MAIL TO: City Clerk CITY OF CARLSBAD 1200 Carlsbad Village Dr. Carlsbad, CA 92008 DOC# 2019-0326663 111111111111 lllll 11111111111111111111111111111111111111111111111111111 Aug 06, 2019 08:00 AM OFFICIAL RECORDS Ernest J. Dronenburg, Jr., SAN DIEGO COUNTY RECORDER FEES: $0.00 (SB2 Atkins: $0.00) PAGES:6 SPACE ABOVE THIS LINE FOR RECORDER'S USE ASSESSOR'S PARCEL NO.: 209-120-27-00 209-120-20-00 PROJECT ID: MS 2018-0009 (SOP 2018-0012) PROJECT NAME: lonis Pharmaceuticals HOLD HARMLESS AGREEMENT DRAINAGE In consideration of the City's approval of a drainage plan (DWG 514-?A) and improvement plan (DWG 514-?A) for development to occur on that certain property more particularly described on Exhibit "A" attached hereto (the "Property''), lonis Pharmaceuticals, Inc., a Delaware corporation ("lonis"), as ground lessee of the Property, promises to indemnify and to hold the City of Carlsbad, its officers, agents and employees harmless from liability for injuries to persons, or damage to or taking of property, directly or indirectly caused by the diversion of waters, the alteration of the normal flow of surface waters or drainage, or the concentration of surface waters or drainage from the drainage system or other improvements identified in the approved plans; or by the design, construction or maintenance of the drainage system or other improvements identified in the approved plans. Approval of the plans by the City shall not constitute an assumption by the City of any responsibility for such damage or taking. City shall not be an insurer or surety for the design or construction of the improvements pursuant to the approved plans, nor shall any officer or employee thereof be liable or responsible for any accident, loss or damage happening or occurring during the construction work or improvements as specified in this agreement. It is further agreed that lonis will maintain all drainage systems to Insure a free flow to a satisfactory point of discharge unless said systems are accepted as public facilities. 1. Exempt from fee per GC27388.l due to the maximum fees being paid on documents in this transaction It is further agreed that this agreement shall be binding on all heirs, successors or assigns having an interest in all or any part of the Property described herein. Notwithstanding anything to the contrary contained herein, for so long as lonis holds the ground leasehold interest in the Property, lonis shall be solely responsible for all covenant, agreements and obligations (including, without limitation, indemnification of the City of Carlsbad, its officers, agents and employees) to be performed and/or satisfied by lonis. 2. WITNESS WHEREOF, the undersigned has executed this instrument this --~\~lo~~-"' ___ day of "J:u \~ , 20 \q . APPROVED AS TO FORM: CELIA BREWER City Attorney IONIS: ::isPhar= Elizabeth L. Hougen, Senior Vice President. Finance and CFO (Print Name and Title) Date: (Proper notarial acknowledgment of execution by owner(s) must be attached) (Chairman, president or vice-president and secretary, assistant secretary, CFO or assistant treasurer must sign for corporations. Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation.) 3. The undersigned owner of fee title to the real property more particularly described in Exhibit "A" (the "Land"), hereby consents to, acknowledges and accepts the foregoing terms and conditions of this Hold Harmless Agreement Drainage and the obligations assumed herein by lonis Pharmaceuticals, Inc., a Delaware corporation ("lonis"), its successors and assigns, and consents to the recording of this instrument in the real property records of the County of San Diego, State of California against the Land. The undersigned further agrees that this instrument shall run with the land and apply to and bind its successors and assigns. Notwithstanding anything to the contrary contained herein, for so long as lonis holds the ground leasehold interest in the Land, lonis shall be solely responsible for all covenants, agreements and obligations to be performed and/or satisfied by the fee owner of the real property and its successors and assigns under this instrument. ACKNOWLEDGED AND ACCEPTED, as of the date first written above: IONIS GAZELLE, LLC, a Delaware limited liability company By:~~ Name: beth L. Hougen Title:A~n 4. CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT CIVIL CODE§ 1189 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of Su~V' :I),e~o On :-J rJ l/ { ~ ~\ '\ before me, ---=....::.....::..-+,:---=-----.:......i.r....:::....=....1--=...u.....:::..-1,.._.J....::~.:.....:..+_.!8_u....::.bll.!....1 c , [ Date Rere Insert Name and Title of the O icer personally appeared ---=E_.l_,_i 7.___,,_,lA........:t.....,e""'-/...:....,th'-'-----=L:::....._~!........!..>:O:C.....,1 v'-~-t-e_,_Y\...__ _______ _ Name(s) ofSigner(s) who proved to me on the basis of satisfactory evidence to be the ptan(s) whose name(s}(:§)are sub~bed to the within instrument and acknowledged~o e that he he hey executed the same in his~their authorized capacity(-ies), and that by hi e Vtheir signa e(s) on the instrument the person~). or the entity upon behalf of which the person(~ acted, executed the instrument. r··············································1 ·aiiiiUGOiSO'fS:iiARDiNS' N ,' , COMM. #2140086 -4 ~ NOTARY PUBLIC • CALIFORNIA !i 1-. . . SAN DIEGO COUNTY "' l Comllission Expies Jan 15, 2020 I ••••••••h••••••••••••••••••• ... • ... v .... •.-.•a•J'•••••"-•••••••••••.J'••••••••••••••••••••••• Place Notary Seal Above I certify under PENAL TY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and official seal. ----------------OPTTONAL--------------- Though this section is optional, completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document Description of Attached Document Title or Type of Document:. ___________________________ _ Document Date:. __________________ _ Number of Pages: _____ _ Signer(s) Other Than Named Above: ______________________ _ Capacity(ies) Claimed by Signer(s) Signer's Name: ___________ _ Signer's Name: ___________ _ D Corporate Officer -Title(s): ______ _ D Corporate Officer -Title(s): ______ _ D Partner -D Limited D General D Partner -D Limited D General D Individual D Attorney in Fact D Individual D Attorney in Fact D Trustee D Guardian or Conservator D Trustee D Guardian or Conservator D Other: ___ _ D Other: ___ _ Signer Is Representing ________ _ Signer Is Representing ________ _ \j£fiQkf'..i;;'««:m.&~.&mm.e<'~.ww-~~~~£K'.&~.w.&~.w~.w~~m,s ©2015 National Notary Association• www.NationalNotary.org • 1-800-US NOTARY (1-800-876-6827) Item #5907 5. EXHIBIT "A" LEGAL DESCRIPTION OF REAL PROPERTY THE LAND REFERRED TO HEREIN BELOW IS SITUATED IN THE COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, AND IS DESCRIBED AS FOLLOWS: PARCEL A: PARCEL 1 OF MINOR SUBDIVISION NO. 2018-0009 IONIS CARLSBAD CAMPUS, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA ACCORDING TO PARCEL MAP NO. ;)./?~§" FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON ILja;/ / , 2019 AS DOCUMENT NO. 2019-'t-lJl',)21!JOF OFFICIAL RECORDS. PARCEL B: AN EASEMENT FOR A PRIVATE DRAINAGE IN FAVOR OF PARCEL "A" OF CERTIFICATE OF COMPLIANCE NO. ADJ 09-05 RECORDED JANUARY 19, 2010 AS INSTRUMENT NO. 2010-0024854 OF OFFICIAL RECORDS, OVER AND ACROSS LOT 4 OF CARLSBAD TRACT NO. 97-13-01, CARLSBAD OAKS NORTH PHASE 1, IN THE CITY OF CARLSBAD, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA, ACCORDING TO MAP THEREOF NO. 14926, RECORDED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY ON DECEMBER 15, 2004, AS CREATED BY EASEMENT AGREEMENT EXECUTED BY KILROY REAL TY FINANCE PARTNERSHIP, L.P., A DELAWARE LIMITED PARTNERSHIP, TECHBIL T CONSTRUCTION CORP., A CALIFORNIA CORPORATION AND CARLSBAD OAKS NORTH PARTNERS, L.P., A CALIFORNIA LIMITED PARTNERSHIP, DATED JANUARY 20, 2010 AND RECORDED JANUARY 29, 2010 AS INSTRUMENT NO. 2010-0047608 OF OFFICIAL RECORDS. APN(s): 209-120-20-00 and APN: 209-120-27-00 203337549 v5