Common use of Use and Disposition of Property Clause in Contracts

Use and Disposition of Property. 4.1. Once the façade improvements provided for herein have been completed, the Landholder shall not, without the express written consent of the City, signed by an authorized representative of the City, undertake or permit any construction, alteration, remodeling or other action which would materially affect the exterior facade improvements on the premises (including, without limitation the exterior walls, the roofs or chimneys) or which would adversely affect the structural soundness of improvements on the premises (provided, however, that the foregoing shall not prevent maintenance and repairs undertaken in the ordinary course of the Landholder’s business, with such repairs/maintenance not requiring the City’s consent hereunder.) In the event the City does consent to construction, alteration, remodeling or other action which would affect the exterior facade improvements on the premises, the Landholder agrees that such construction, alteration, remodeling or other action will conform with applicable local and state standards for construction or restoration or rehabilitation of historic property. The Landholder agrees at all times to maintain the premises in good and sound state of repair and to bear the cost of all maintenance and repair of the premises. 4.2. The property shall not be divided, diminished or subdivided nor shall the property ever be devised or conveyed except as a unit. 4.3. The premises shall only be used for a use consistent with the zoning ordinances of the City of Wichita. 4.4. No other structures may be constructed on the property during the term of this Agreement without the express written permission of the City, signed an authorized representative of the City (provided, however, that the foregoing shall not prevent construction relating to (i) replacement of the existing structures on the property due to reasonable wear and tear, casualty or condemnation; and (ii) construction of appurtenances to the premises, so long as the same do not adversely impact the building but do comply with applicable code and the terms of this Agreement). 4.5. No utility transmission lines, except those required by the existing structures or by structures permitted by the City, may be placed on or over the property. 4.6. No material topographical changes shall be made or allowed on the premises without the express written permission of the City, signed by an authorized representative of the City. 4.7. Landholder agrees that representatives of the City, its successors or assigns, shall be permitted at all reasonable times to inspect the premises. Inspections will normally take place on the exterior of the structures on the premises; however, Landholder agrees that representatives of the City, its successors and assigns, shall be permitted to enter and inspect the interior of the premises to insure maintenance of structural soundness. Inspection of the interior of the structures will not take place more often than annually, in the absence of deterioration, and such inspection shall not materially and adversely impact Landholder’s business activities in the premises. Inspection of the interior of the structures will be made at a time mutually agreed upon by the Landholder and the City, its successors or assigns, and Landholder will not unreasonably withhold consent in determining a date and time for such inspections. 4.8. In the event of a violation of any covenant or restriction herein, the City, its successors and assigns, following no less than thirty (30) days notice to Landholder of the violation, may institute suit to enjoin such violation and to require restoration of the premises in compliance with the covenants or restrictions herein. The City, its successors or assigns, shall also have available all legal and equitable remedies to enforce Landholder’s obligations hereunder (following expiration of the thirty (30) day notice and cure period set forth above), and in the event Landholder is found to have violated any of their obligations following expiration of such notice and cure period, Landholder shall reimburse the City, its successors and assigns, for any costs or expenses incurred in connection therewith, including court costs and reasonable attorneys’ fees. In addition, Landholder acknowledges that the City has reimbursed or will reimburse up to the grant amount in CDBG-R funds budgeted for this project to defray costs of a portion of Landholder’s façade improvements, and Landholder further acknowledges that, in the event of Landholder’s violation of any covenant or restriction herein contained for the preservation, maintenance or repair of the façade improvements during the term of this Agreement, the City will not have received the social and economic development benefits expected in connection with its application of CDBG-R funds, and the resulting loss to the City will be difficult to measure. In such event, the Landholder covenants to repay to the City, on demand, as contractual or liquidated damages, the full amount of 4.9. Landholder agrees that these covenants and restrictions will be inserted by it in any subsequent deed or other legal instrument by which it divests itself of either the fee simple title or its possessory interest in the premises, or any part thereof during the term of this Agreement. Landholder agrees to give the City written notice of any sale or mortgage of the premises or any part thereof within a reasonable time after such sale or mortgage. 4.10. Landholder agrees to maintain the facade of the premises in materially its original condition and configuration or in a condition or configuration which is agreed to by the City. 4.11. Nothing herein contained shall impose any obligation or liability on the City for the restoration, renovation, preservation or maintenance of the facade of the premises or any part of the premises. Excepting any damage/expenses/claims due to the City’s gross negligence or willful misconduct, the Landholder shall indemnify and hold harmless the City from any liability for any and all claims, demands, damages, judgments, costs or expenses in connection with the restoration, renovation, preservation and maintenance of the facades of the premises or any part thereof or in connection with the failure to restore, renovate, preserve or maintain the facades of the premise or any part of the premises. 4.12. The Landholder shall maintain insurance on the premises in such amount and on such terms as will allow the City to restore, repair or rebuild the facade of the premises in the event the facade is damaged or destroyed. In the event of damage to or destruction of the facades of the premises, the Landholder alone may determine that the facade of the premises cannot be reasonably restored, repaired or reconstructed. In such event, the City shall be entitled to receive from the Landholder an amount equal to the full amount of CDBG-R funds theretofore paid by the City to reimburse façade improvement costs under this Agreement. However, any payment to the City under the terms of this paragraph shall not terminate the restrictions, insurance and maintenance obligations of the Landholder herein unless the façade is fully destroyed beyond reasonable ability to repair (as determined by Landholder in its reasonable discretion), and the terms of this Agreement which are still applicable to the premises shall remain in full force and effect. The provisions of this paragraph shall apply whether or not the Landholder maintains the insurance coverage required by this paragraph. In the event the City receives any payment under the terms of this paragraph, the City shall use such payment in a manner consistent with the purpose of this Agreement and the CDBG-R program. 4.13. Landholder acknowledges that the rights granted to the City herein give rise to a property right, vested immediately, with fair market value that is a minimum ascertainable portion of the fair market value of the premises. Thus, if a subsequent unexpected change in the conditions surrounding the premises makes it impossible or impracticable to preserve the premises for the purposes for which the façade improvements were approved and restrictions imposed by this Agreement are terminated by judicial proceedings, the City, on a subsequent sale, exchange or involuntary conversion of the premises, will be entitled to a portion of the proceeds equal to the full amount of CDBG-R funds theretofore expended by the City to reimburse façade improvement costs under this Agreement, unless state law determines that the Landholder is entitled to full proceeds from the conversion without regard to the terms of the prior restrictions imposed by this Agreement. In the event the City receives such proceeds from the subsequent sale, exchange or involuntary conversion of the premises, the City shall use such proceeds in a manner consistent with the purposes of this Agreement and the CDBG-R program.