Parking Restrictive Covenant Agreement.pdf101 SW Main Street, Suite 1100
Pjball Portland, Oregon 97204
LLP balljanik.com
t 503.228.2525
janlK f 503.295.1058
March 29, 2013
Via Overnight Delivery
First American Title Insurance Company
1850 Mt. Diablo Blvd., Suite 300
Walnut Creek, CA 94596
Attention: Kitty Schlesinger, Senior Commercial Escrow Officer
Bradley S. Miller
503.944.6056
bmlller@balijanik.com
Re: Seven Hills Properties, LLC, as buyer and Wuscher Family LLLP, as Seiler
First American Reference No. NCS -510290 -CC ("Escrow")
Ball ]anile File No. 10750-13
Dear Kitty:
This firm represents Seven Hills Properties 25, LLC, a California limited liability
company ("Seven Hills") in connection with their acquisition of the real property
located in Snohomish County, Washington, more particularly described in the
Commitment for Title Insurance prepared by First American Title Insurance Company
("Title Company") under Order No. NCS -510290 -CC ("Property") pursuant to that
certain Real Estate Purchase and Sale Agreement dated October 14, 2011, as
amended from time to time, between Wuscher Family LLLP, a Washington limited
liability limited partnership, as seller ("Wuscher") and Seven Hills, as buyer.
In connection with the purchase of the Property, Seven Hills has executed the
enclosed Parking Restrictive Covenant Agreement in favor of the City of Edmonds
(the "City of Edmonds Parking Covenant Agreement"). This letter constitutes
instructions that you record the City of Edmonds Parking Covenant Agreement after
the recordation of the deed to the Property from Wuscher, as seller, to Seven Hills,
as buyer, but prior to the recordation of any financing documents executed by..Seven
Hills with respect to the Property.
Please acknowledge receipt of these escrow instructions and your agreement to
comply with its terms by executing the duplicate of this letter that is enclosed
herewith and returning the same to the undersigned.
Very truly yours,
Bradley S. Miller
P'9 M9 A'E gUCS\POItTLANE�89`,79ypon I Seattle, Washington i Washington, DC
First American Title Insurance Company
March 29, 20132
Page 2
The undersigned hereby acknowledges receipt of the foregoing escrow instructions
on behalf of Title Company and consents on behalf of Title Company to act in
accordance therewith, and represents and warrants to Seven Hills and Wuscher that
the undersigned is authorized to execute this Acknowledgment and Consent on
behalf of Title Company.
FIRST AMERICAN TITLE INSURANCE COMPANY
By:
Its:
cc: Thomas J. Rocca
Jeff Taraday
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Brad Miller
Ball Janik LLP
101 Main Street, Suite 1100
Portland, OR 97204
Space above this line for recorder's use
Document Title or Titles: Parking Restrictive Covenant Agreement
Reference Nos. of Documents Affected: 201210090402
Name of Grantor: Seven Hills Properties 25 LLC, a Washington limited liability
company
Name of Grantee: City of Edmonds, a Washington municipal corporation
Pages referencing additional names: None
Abbreviated Legal Description: Northwest 1/4 of the Northwest 1/4 of the
Northeast 1/4 of Section 36, Township 27 North, Range 03 East, Willamette Meridian,
Snohomish County, Washington
Additional Legal Description Found On: Exhibit A
Assessor's Property Tax Parcel Number or Account Number:
27033600113300 and 27033600113200
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THIS PARKING RESTRICTIVE COVENANT AGREEMENT (this "Agreement") is entered
into as of the 30th day of April, 2013, by Seven Hills Properties 25 LLC, a Washington
limited liability company ("Seven Hills") in favor of the City of Edmonds, a Washington
municipal corporation ("City of Edmonds").
Seven Hills' predecessor in interest is a party to that certain Easement and
Maintenance Agreement dated as of July 20, 2012 and recorded in with the Auditor's Office
of Snohomish County, Washington on October 9, 2012 as Document No. 201210090402
(the "Easement Agreement"). Pursuant to Section 4 of the Easement Agreement, Seven
Hills's predecessor in interest was, among other things, granted a perpetual non-exclusive
easement for pedestrian and vehicular ingress, egress and parking over and across the
Parking Lot Parcel (as defined in the Easement Agreement) in such locations as the drive
aisles, parking spaces and pedestrian walkways may be located on the Parking Lot Parcel
from time to time and such other rights as necessary or appropriate to maintain and repair
the Parking Lot Parcel.
In connection with the City of Edmonds approval of Seven Hills land use permit
applications related to that certain real property located in Snohomish County, Washington
contiguous to the Parking Lot Parcel, which parcel is legally described on the attached
Exhibit A (the "Seven Hills Parcel"), the City of Edmonds imposed certain conditions of
permit approval on Seven Hills' proposed development. These conditions of approval
required Seven Hills to provide and maintain sixty-five parking spaces to serve the
associated development on the Seven Hills Parcel, which minimum parking space
requirement is satisfied by a combination of, among other things, parking spaces located on
the Seven Hills Parcel and the non-exclusive right granted to the Seven Hills Parcel for
parking on the Parking Lot Parcel (the "City of Edmonds' Parking Condition"). Because
Seven Hills is utilizing the Parking Lot Parcel to partially satisfy the City of Edmonds' Parking
Condition, and because the City of Edmonds is not a party to the Easement Agreement, this
Agreement is necessary to assure the City of Edmonds that the Seven Hills Parcel continue
to satisfy the City of Edmonds' Parking Condition.
NOW, THEREFORE, in accordance with the foregoing recitals, Seven Hills hereby
covenants and agrees with the City of Edmonds as follows:
1. Covenant Not to Amendment Easement Agreement. Seven Hills covenants
and agrees that it will not, without the prior written consent of the City of Edmonds, amend
the Easement Agreement in such a way that the City of Edmonds' Parking Condition will not
be satisfied. Seven Hills further covenants and agrees that it will notify the City of Edmonds
of any amendment to the Easement Agreement. Nothing contained herein shall require
Seven Hills to obtain the prior written consent of the City of Edmonds in connection with the
reconfiguration or relocation of parking spaces on the Parking Lot Parcel but such work
could trigger then -current permit requirements, which are in no way excused by this
Agreement.
2. Rights and Obligations of Successors. The restrictions, benefits and
obligations hereunder shall create mutual benefits and servitudes running with the land
and shall bind and inure to the benefit of the parties and their respective heirs,
representatives, lessees, successors and assigns.
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3. Headings. The headings herein are inserted only as a matter of convenience
and for reference and in no way define, limit or describe the scope or intent of this
Agreement nor in any way affect the terms and provisions hereof.
4. Attorneys' Fees. In the event a suit, action, arbitration, or other proceeding
of any nature whatsoever, including, without limitation, any proceeding under the US
Bankruptcy Code, is instituted, or the services of an attorney are retained, to interpret or
enforce any provision of this Agreement or with respect to any dispute relating to this
Agreement, the prevailing party shall be entitled to recover from the losing party its
reasonable attorneys', paralegals', accountants', and other experts' fees and all other fees,
costs, and expenses actually incurred and reasonably necessary in connection therewith
(collectively, "Attorneys' Fees"). In the event of suit, action, arbitration, or other
proceeding, the amount thereof shall be determined by the judge or arbitrator, shall include
fees and expenses incurred on any appeal or review, and shall be in addition to all other
amounts provided by law.
5. Modification/Severability. This Agreement once executed and delivered shall
not be modified or altered in any respect except by a writing executed and delivered by the
owner of the Seven Hills Parcel and the City of Edmonds or their successors in a form for
recordation in the Auditor's Office of Snohomish County, Washington. Invalidation of any
provision of this Agreement, in whole or in part, or of any application of a provision of this
Agreement, by judgment or court order shall in no way affect other provisions or
applications.
IN WITNESS WHEREOF, the undersigned has executed this Agreement the day
and year first written above.
Seven Hills: Seven Hills Properties 25 LLC, a Washington
limited liability company
By: Castenada Investments, Inc.,
a California corporation, Member
By:_
Thomas J. Rocca, President
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i
STATE OF
ss.
County of ma' )
I certify that I know or have satisfactory evidence that;¢,- - is the
who�a$ppeargd before me, and said person acknowledged that he signed this instrument as
k.2 .,;c, 7kYc� , , -�- of Seven Hills Properties 25 LLC, a Washington limited liability
company, and acknowledged it to be his free and voluntary act for the uses and purposes
mentioned in this instrument on behalf of such limited liability company.
Dated: M - , 2013.
q�OC' "t iY✓ lip l
Notary Pub 'c fa khe State oft c x !,c�,
residing_ C�
My appointment expires: AAa-A-Cll 0,4r)l q
PENELOPE 4 MOORE
NOTARY PUBU0 OSOM
cwwssm NOL 446212
tAY COMMISSION EXPIRES MARON 11, 2014
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4A:I I:
Seven Hills Parcel Legal Descri®tion
THE EAST 178.02 FEET OF THE FOLLOWING DESCRIBED TRACT OF LAND:
THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE
NORTHEAST QUARTER OF SECTION 36, TOWNSHIP 27 NORTH, RANGE 3 EAST OF THE
WILLAMETTE MERIDIAN, IN SNOHOMISH COUNTY, WASHINGTON, DESCRIBED AS
FOLLOWS:
BEGINNING AT THE NORTHWEST CORNER OF SAID SUBDIVISION; THENCE SOUTH
0051'04" WEST, ALONG THE WEST LINE OF SAID SUBDIVISION, 210.00 FEET; THENCE
SOUTH 88045'18" EAST, PARALLEL TO THE NORTH LINE OF SAID SUBDIVISION, 37.50
FEET TO THE EAST MARGIN OF 100TH AVENUE WEST; THENCE SOUTH 0151'04" WEST,
ALONG SAID EAST MARGIN, 119.83 FEET TO THE NORTH LINE OF THE SOUTH HALF OF THE
NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF
SAID SECTION; THENCE SOUTH 88044'17" EAST, ALONG SAID NORTH LINE, 292.12 FEET
TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING SOUTH 88044'17" EAST,
ALONG SAID NORTH LINE, 304.61 FEET TO THE WEST LINE OF THE EAST 25 FEET OF SAID
SOUTH HALF, BEING THE WEST MARGIN OF 98TH AVENUE WEST; THENCE SOUTH 0029'27"
WEST, ALONG SAID MARGIN, 285. 11 FEET TO THE NORTH MARGIN OF 230TH STREET SW,
BEING A POINT ON A CURVE, THE CENTER OF WHICH BEARS NORTH 3037'30" WEST
1,388.10 FEET; THENCE WESTERLY ALONG SAID MARGIN AN ARC DISTANCE OF 119.32
FEET TO A POINT OF TANGENCY; THENCE NORTH 88041'59" WEST, ALONG SAID MARGIN,
316.80 FEET; THENCE NORTH 0051'04" EAST 239.92 FEET; THENCE SOUTH 88044'17"
EAST 129.78 FEET; THENCE NORTH 0040'16" EAST 50.00 FEET TO THE TRUE POINT OF
BEGINNING.
TOGETHER WITH THAT PORTION OF VACATED 98TH AVENUE W WHICH INURED THERETO
BY ORDINANCE NO. 2141, RECORDED MAY 29, 1980 AS RECORDING NO. 8005290185 AND
ALSO RECORDED MAY 30, 1980 AS RECORDING NO. 8005300038, RECORDS OF
SNOHOMISH COUNTY, WASHINGTON.
EXCEPTING THEREFROM ANY PORTION LYING WITHIN THE BOUNDARIES OF EDMONDS
WAY (SR 104).
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