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HomeMy WebLinkAboutSW3170701 - SMG Leasing LLC (3),QUI_ ; 1 7;7 DENR-LAND-QUALITY STORMWATER PERMITTING NORTH CAROLINA GENERAL WARRANTY DEED Excise Tax: $180.00 Parcel Identifier No. 4755-87-1399 Verified by County on the day of 120 By: Mail/Box to: This instrument was prepared by: William P. Pope, Esq., Pope McMillan, PA, P. O. Box 1776, Statesville, NC 28687 Brief description for the Index: 0.4594 acres THIS DEED made this 'ice day of ­be4"O� , 20AG, by and between GRANTOR GRANTEE STATESVILLE HMA, LLC SMG LEASING ASSOCIATES, L.L.C. a North Carolina limited liability company a North Carolina limited liability company formerly known as STATESVILLE HMA, INC. c/o CHSPSC, LLC 208 Old Mocksville Road Attn: Legal Department Statesville, NC 28625 4000 Meridian Blvd. Franklin, TN 37067 The designation Grantor and Grantee as used herein shall include said parties, their heirs, successors, and assigns, and shall include singular, plural, masculine, feminine or neuter as required by context. WITNESSETH, that the Grantor, for a valuable consideration paid by the Grantee, the receipt of which is hereby acknowledged, has and by these presents does grant, bargain, sell and convey unto the Grantee in fee simple, all that certain lot, parcel of land or condominium unit situated in Cool Springs Township, Iredell County, North Carolina and more particularly described as follows: SEE ATTACHED EXHIBIT "A" INCORPORATED HEREIN BY REFERENCE The property hereinabove described was acquired by Grantor by instrument recorded in Book 1221 page 373. Page l of 3 NC Bar Association Form No. 3 ® Revised 7/2013 Printed by Agreement with the NC Bar Association North Carolina Bar Association — NC Bar Form No. 3 North Carolina Association of Realtors, Inc. — Standard Form 3 R. 0. T. C. q A map snowmg me aoove oescrtoea property is recoraea to riat tsoox page TO HAVE AND TO HOLD the aforesaid lot or parcel of land and all privileges and appurtenances thereto belonging to the Grantee in fee simple. And the Grantor covenants with the Grantee, that Grantor is seized of the premises in fee simple, has the right to convey the same in fee simple, that title is marketable and free and clear of all encumbrances, and that Grantor will warrant and defend the title against the lawful claims of all persons whomsoever, other than the following exceptions: M W►"Aljo� k TA.(, YU wu- IN WITNESS WHEREOF, the Grantor has duly executed the foregoing as of the day and year fust above written. T TESVILLE HMA LLC arol' Iimited liab' ' com an ntity e) By. Print/Type Name & Title: Edward W. comic a (SEAL) Print/Type Name: (SEAL) Print/Type Name: By. Vice President and Treasurer (SEAL) Print/l'ype Name & Title: Print/Type Name: By: (SEAL) Print/Type Name & Title: Print/Type Name: State of eYVAW e.2,,,1 - County of W a sdo I, the undersigned Votary Public of the County of NiJ%l�:ton1can and State aforesaid, certify that personally came before me this day and acknowledged that _he is the 1+, j t6jvurof Statesville HMA, LLC, a North Carolina Iimited liability company, and that by authority duly given and as the abt of such entity, _he signed the foregoing instrument in its name on its beh f is and deed. Witness my hand and Notarial stamp or seal, this �t` day of �bikaW � , 20 (fes. My Commission Expires: 2 Zm j c,6; w0* Notary Public (Affix Seal) „„t�i�����Notary's Printid or Typed Name STATE OF TENNESSEE NOTARY PUBLIC MY COMMISSION EXPIRES: FEBRUARY 29, 2020 Page 2 of 3 NC Bar Association Form No. 3 m Revised 7/2013 Printed by Agreement with the NC Bar Association North Carolina Bar Association — NC Bar Form No. 3 North Carolina Association of Realtors, Inc, — Standard Form 3 BEGINNING at an existing axle in the southern boundary of the property of Hospital Corporation of North Carolina, deed recorded in Deed Book 696, Page 358, said point being the northeast corner of the Sarah J. Bost Living Trust, deed recorded in Deed Book 1028, Page 909, and runs thence from said point of beginning with the southern boundary line of Hospital Corporation of North Carolina, S 87-38-31 E 100.06 feet to an existing 1/2" iron pipe, the northwestern comer of Carolyn W. Thompson, deed recorded in Deed Book 641, Page 601; thence with the boundary lines of Carolyn W. Thompson, S 02-15-37 W 199.94 feet to an existing %z" iron pipe, and N 87- 40-27 West 100.08 feet to a '/z" iron pipe set in the eastern boundary line of the Sarah J. Bost Living Trust; thence with the eastern line of said Sarah J. Bost Living Trust property, N 02-16-00 East 200.00 feet to the point of BEGINNING, containing 0.4594 acre (20,011 square feet) as calculated by the coordinate method. Subject to all easements appurtenant to the property of record, including but not limited to, perpetual and permanent easements for ingress, egress and regress over all private drives and for the installation, maintenance, and repair of all public and private utilities required to service the above described property. Subject to those certain Use Restrictions and Covenants as more specifically set forth in Exhibit B attached hereto. FOR BACK TITLE reference is made to Deed recorded in Book 1221, page 373, Iredell County Registry. un1 uuA i o i USE RESTRICTIONS AND COVENANTS Article I 1.1 Permissible Uses and Restrictions. s (a) Use. The use of the Property shall be limited to the maintenance and operation of a medical office building to be used and occupied only as medical offices for licensed physicians ("Physicians") to engage in the private practice of medicine for the care and treatment of human beings and other related activities incidental thereto (the "Permitted Uses"), ; and for no other purpose without the prior written consent of Grantor, which consent may be granted or denied in its sole and absolute discretion. (b) Authorized Medical Services. Except for the "Prohibited Activities" described in Section 1.1(c) hereof, Physicians may perform usual and customary services provided in a medical office setting to such Physician's patients and may perform the following authorized medical services: (i) outpatient surgeries that do not require general anesthesia or intravenous sedation, or (ii) pathological laboratory and radiological services to any of such Physician's own patients, so long as such pathological laboratory and radiological services are merely ancillary and incidental to such Physician's primary medical practice and do not ! constitute the Physician's primary medical practice or specialty nor the predominant services rendered by the Physician to the Physician's patients. s (c) Prohibited Activities. Physicians who conduct a medical practice and related activities at the Property shall not be permitted to provide any of the following services or procedures (collectively, the "Prohibited Activities'): (i) any other surgeries not expressly permitted in Section 1.1(b)(i) hereof, and (ii) any "ancillary medical care service" (as hereinafter defined). As used herein, an "ancillary medical care service" shall mean and include, (x) any form of testing for diagnostic or therapeutic purposes, provision or operation of a laboratory (including, without limitation, a pathology laboratory or a clinical laboratory), diagnostic imaging services (which include, without limitation, the following testing facilities: fluoroscopy, plain film radiography, computerized tomography (CT) ultrasound, radiation therapy, mammography and breast diagnostics, nuclear medicine testing and magnetic resonance imaging), physical therapy services, or respiratory therapy service other than those services described in Section 1.1(b)(ii) hereof, and (y) the provision of any medical or related service to or for any person that is in addition to the examination and diagnosis of patients performed directly by a Physician or by other health care professionals under the direct supervision of a Physician, or a facility operated for the provision of any such service. , (d) Absolute Prohibitions. In no event shall the Property or any part thereof be used for the following activities without the prior written consent of Grantor, which consent may be granted or denied in its sole and absolute discretion: (i) the operation of an acute care general hospital, a specialty hospital, a digital imaging center, a rehabilitation center, an extended care facility or nursing home, an outpatient or inpatient clinic, surgical center, emergency center, a home health service, a birthing center, a health maintenance organization or similar direct care provider, an ambulance service, a kidney dialysis center or an inhalation or physical therapy center, (it) any purpose that is in violation of any law, code, ordinance, zoning ordinance or condition or governmental rule or regulation, (iii) any purpose deemed by Grantor or its insurer to be extrahazardous on account of fire risk, (iv) any purpose that would •...........,...y -.i a w ouy ulouiain.c puny a.uvcnny 1,1117 111JaNnai, vi tv/any operation which creates a nuisance. Grantee shall indemnify and hold harmless Grantor against all costs, expenses, damages, liability, or loss caused by any violation hereof of any provision of this Deed. (e) No Drug Dispensing. No drugs or medicines may be dispensed on the Property to persons other than the patients of Physicians occupying office space in the medical office buildings located on the Property. (f) Equipment. The installation and use of any diagnostic, laboratory or radiology equipment on the Property shall be subject to the prior written approval of Grantor, which approval shall not be unreasonably withheld in connection with such equipment used in connection with the Permitted Uses, but may be withheld in Grantor's sole discretion otherwise, and prior to the installation of any such equipment on the Property, Grantor shall be provided with a list of such equipment and its intended use. (g) Physicians. All Physicians who conduct a medical practice and related activities (a "Practice") at the Property must be active members and associates in good standing of the medical staff of the Hospital. (h) Duration. The provisions of this Section shall remain in effect and be enforceable until such time as the Hospital, or any successor health care facility which replaces j the Hospital, is permanently closed; provided, however, that the provisions of this Article I shall f in any event terminate, lapse and be of no further effect on the date ninety-nine (99) years after the recording of this Deed. The Hospital or successor health care facility. shall, for the purposes of the preceding sentence, be deemed to have permanently closed when and if such facility has been closed and no health care services of any kind have been provided therein for a period of t twenty-four (24) consecutive months;rop vided, 'however , if no such health care services have been provided at such facility for such period of time because of damage or destruction by fire or any other casualty, and such facility is being repaired or reconstructed, then such facility shall not be deemed to have closed, permanently or otherwise, from the date of such casualty to the date of completion of such repairs or restoration. t (i) Alterations. Grantee, at its sole expense, may make interior, exterior and ) structural alterations and additions to any portion of the MOB Improvements, provided that (i) with respect to material exterior and structural alterations and additions, Grantee shall first g obtain Grantor's prior written consent, which shall not be unreasonably withheld, and (ii) the s additions and alterations shall be constructed expeditiously with good materials in a good and workmanlike manner and in accordance with all legal requirements. ; (j) Transfers. Grantee shall not sell, contract to sell, lease, sublease, assign, transfer or otherwise grant any interest (each a "Transfer') in the Property or any portion thereof, to a Precluded Transferee (as hereinafter defined). For purposes hereof, any change in control of Grantee by merger, consolidation, sale of assets, stock transfers, transfers of partnership interests or other means of transferring control of Grantee or its business, shall be deemed to be a Transfer of the Property. Any such Transfer in violation of the foregoing shall be void. The term "Precluded Transferee" as used herein shall mean and include (i) any person, corporation, limited liability company, partnership (general or limited), joint venture, association, trust, governmental entity or other business entity or organization (a 'Person") which is engaged in the operation of a business, which at the time in question, is competitive with any business of Grantor, or any Affiliate of Grantor, including, by way of example but not ne�caoaniy unumu w, any neaun cafe uusmcstj ul Jacmty, a ncann Itjail IMI ICIII c V1yan,c.a►w11, physician practice management, or any service which is precluded pursuant to the provisions of this Section 1.1, and (ii) any Person which constitutes an Affiliate (as hereinafter defined) of any Person described in clause (i) above. Grantor's consent shall not be necessary with respect to any acquisition of Grantee's interest upon foreclosure by Grantee's mortgagee or a transfer in lieu of foreclosure, or upon the initial assignment by such mortgagee following acquisition through foreclosure or transfer in lieu of foreclosure;rop vided, however, that no such assignment, transfer or other conveyance to or by such mortgagee shall be to a Precluded Transferee. For purposes hereof, the tern "Affiliate" shall mean, as to the entity in question, any Person that directly or indirectly controls, is controlled by, or is under common control with, the entity in question; and the term "control" means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity whether through ownership of voting securities, by contract or otherwise. 1.2 Right of First Refusal. (a) Transfer Notice. Grantor shall have the continuing right of first refusal to purchase all or any portion of the Property, if Grantee, or its successor, assignee or transferee elects to sell, assign, lease (with respect to the Land only) or transfer the same. The sale, assignment or transfer in one or more transactions of twenty-five percent (25%) or more of the ownership interests in Grantee, which is intended to transfer twenty-five percent (25%) or more of the beneficial interests of Grantee in the Property shall constitute an assignment of Grantee's interest in the Property for purposes of this Section 1.2 (any such transfer to which Grantor's right of first refusal applies being herein referred to as an "RFR Transfer"). If Grantee shall receive an offer to Transfer its interest in all or any portion of the Property, which Grantee desires to accept, Grantee shall first serve written notice (the "RFR Transfer Notice") of its desire to accept such offer to Grantor. The RFR Transfer Notice shall specify: (a) the name(s) and address(es) of the prospective purchaser(s) or transferee(s) (the "RFR Transferee"); (b) the price or other consideration to be paid; and (c) all other terms and conditions of the proposed RFR Transfer. The RFR Transfer Notice shall be accompanied by such other information regarding the proposed RFR Transfer or the RFR Transferee as Grantor may reasonably require to verify the bona fide nature of the offer. Notwithstanding the foregoing, Grantor's consent shall not be necessary with respect to any acquisition of Grantee's interest upon foreclosure by Grantee's mortgagee or a transfer in lieu of foreclosure, or upon the initial assignment by such mortgagee following acquisition through foreclosure or transfer in lieu of foreclosure; provided, however, that no such assignment, transfer or other conveyance to or by such mortgagee shall be to a Precluded Transferee. (b) Election. Grantor shall have thirty (30) days after receipt of the RFR Transfer Notice to notify Grantee of its election to exercise its right of first refusal to effect the RFR Transfer upon the same terms and conditions set forth in the RFR Transfer Notice received by Grantee. Notwithstanding the fact that Grantor may not from time to time exercise its rights hereunder, Grantee and all successors in interest shall not be relieved of their obligation to provide Grantor with a right of first refusal with respect to any future RFR Transfer. (c) Procedure. In the event Grantor does not, within the time designated in Section 1.2(b), exercise its right of first refusal, Grantee may effect the RFR Transfer specked in the RFR Transfer Notice to the RFR Transferee specified therein and at the price and on terms and conditions not less favorable to Grantee than those specified therein, provided that such RFR Transfer is completed within six (6) months of the date of the RFR Transfer Notice. Grantee may not, without giving a new written notice to Grantor of its intention to do so, effect a nrr% 11011aie1 lil w airy uuter rrtsvn Vl at ally VulCl Find: Vt Vn any Vulul tnlnlo ul wilumvnts less favorable to Grantee than those specified in the RFR Transfer Notice, or (ii) after six (6) months following the date of the RFR Transfer Notice. ARTICLE II GENERAL PROVISIONS 2.1 Covenants Running with the Land; Enforcement and Remedies. The covenants, restrictions and rights of first refusal provided for in Article I shall be effective upon the date hereof and shall run with the Land. The agreements provided for herein shall inure to the benefit of and be binding upon (a) Grantor and its successors and assigns; (b) the Hospital Parcel Owner; (c) the Grantee, and (d) the respective successors, successors -in -title, assigns, heirs and lessees of Grantor, the Hospital Parcel Owner and the Grantee, and their respective agents, employees, lessees and invitees. The covenants and restrictions provided for in Article I shall remain in full force and effect and shall be unaffected by any change in ownership of the Property, or any portion thereof, or by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified herein. Irreparable harm will result to Grantor and the Hospital Parcel Owner by reason of any breach of the agreements, covenants and restrictions set forth in this Deed and, therefore, Grantor and the Hospital Parcel Owner shall be entitled to relief by way of injunction or specific performance to enforce the provisions of this Deed, as well as any other relief available at law or equity. The failure of Grantor or the Hospital Parcel Owner, in any one or more Instances, to insist upon compliance with any of the terms and conditions of this Deed, or to exercise any right or privilege conferred in this Deed, shall not constitute or be construed as the waiver of such or any similar restriction, right, option, or privilege, but the same shall continue and remain in full force and effect as if no such forbearance had occurred. 2.2 Fees and Expenses. In the event the Grantee or the Grantor fails to perform any of its respective obligations under this Deed or in the event a dispute arises concerning the meaning or interpretation of any provision herein, the defaulting party or the party not prevailing in such dispute, as the case may be, shall pay any and all costs and expenses incurred by the other party in enforcing or establishing its rights hereunder, including without limitation court costs and reasonable attorneys' fees. 2.3 Savings Clause. If any covenant, condition, restriction, option, right of first refusal or other provision of this Deed shall be unlawful, void or voidable for the violation of any rule of law including, but not limited to, the rule against perpetuities, any law regarding unreasonable restraints on alienation or any similar rule of law, then such provision shall continue only until the date twenty-one (21) years after the death of the last survivor of the now - living lineal descendants of Elizabeth Il, Queen of England.