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EXHIBIT C DEVELOPMENT AGREEMENT AN AGREEMENT, entered into this _ day of ,2007 (hereinafter referred to as "Agreement"), between the CITY OF UNIVERSITY CITY, MISSOURI, (hereinafter referred to as "City") and CATES A VENUE REDEVELOPMENT CORPORA nON, and its successors and assigns (hereinafter referred to as "Developer"), for the execution of the Development Plan submitted by Developer for the area set forth in Exhibit A, attached hereto and incorporated hereby by reference. WHEREAS, the City Council of the City of University City has enacted into law Ordinance No. ~ of which this Agreement is a part, approving the Development Plan submitted by Developer, attached hereto as Exhibit B (hereinafter referred to as the "Development Plan"), and the activities related thereto, as necessary for the preservation of the public peace, health, safety, morals and welfare; and has found and declared pursuant to Ordinance No. 6103 that the Redevelopment Area is blighted pursuant to Chapter 353, RSMo., and determined that the clearance, redevelopment, replanning, rehabilitation and reconstruction provided for herein are necessary and of public purpose; WHEREAS, the ordinance of which this Agreement is a part requires the undertaking and performance upon the part of Developer and of the City of various obligations; WHEREAS, said ordinance directs the City Manager of the City to enter into an Agreement with Developer providing for the execution of said Development Plan; and WHEREAS, Cates A venue Redevelopment Corporation, the Developer, is a corporation formed under Chapter 353 of the Revised Statutes of Missouri, 2000, as amended, and is now in good standing in the State of Missouri. NOW, THEREFORE, the City and Developer, for the consideration and mutual covenants hereinafter contained and described under the conditions hereinafter set forth, do hereby agree as follows: 1. Items Incorporated into this Agreement. The provisions of Chapter 353 of the Revised Statutes of Missouri, 2000, as amended (the "Urban Redevelopment Corporations Law"), up to and including the date of the passage and approval of the ordinance of which this Agreement is a part, the provisions of University City Ordinance No. 6103 declaring the Redevelopment Area blighted, and Ordinance No. 67D'f- and the Development Plan are hereby incorporated by reference and made in whole a part of this Agreement. 2. Legal Description. The development area (hereinafter referred to as the "Redevelopment Area") is as set forth in Exhibit A attached hereto and incorporated herein by reference.