Exhibit 10.13


 


DEVELOPMENT SERVICES
RIGHTS CONTRIBUTION AGREEMENT

(CITY CENTER)


 


THIS DEVELOPMENT SERVICES RIGHTS CONTRIBUTION AGREEMENT (the “Agreement”) is entered into as of this 23rd day
of September, 2005 between REPUBLIC PROPERTIES CORPORATION, a District of
Columbia corporation (“RPC”), and
REPUBLIC PROPERTY LIMITED PARTNERSHIP, a Delaware limited partnership (the “Operating Partnership”).


 


W I T N E S S E T H


 


WHEREAS, in connection with the initial public offering (the “IPO”) of the common shares of beneficial interest, par value
$.01 per share, of Republic Property Trust, a Maryland real estate investment
trust (the “REIT”), the REIT and the Operating
Partnership and their affiliates will complete a series of related transactions
(collectively with the IPO, the “IPO Transactions”);


 


WHEREAS, pursuant to that certain Professional Services Agreement (the “Professional Services Agreement”) made and entered into as
of October 26, 2004 between RPC (operating under the name “Republic-WPB
Corp.”) and West Palm Beach Community Redeployment Agency (“CRA”), RPC provides development services to CRA in
connection with the design and development of that certain public/private real
estate development project known as “City Center”, which such project is more
fully described in the Professional Services Agreement (the “Project”);


 


WHEREAS, in connection with the IPO Transactions, RPC
desires to contribute to the Operating Partnership, and the Operating
Partnership desires to acquire, RPC’s right, title and interest in and to the
Professional Services Agreement at the time of the Closing (as defined in Section 5.1
below) in exchange for Class A units of limited partnership interest (the “Units”) in the Operating Partnership, on the terms and
subject to the conditions set forth herein.


 


NOW, THEREFORE, in consideration of the foregoing premises, the mutual
covenants and agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto hereby agree as follows:


 


1.                                      CONTRIBUTION


 


1.1                                 Contribution.  Subject
to the terms and conditions hereof, RPC agrees to contribute or otherwise
transfer to the Operating Partnership, and the Operating Partnership agrees to
acquire and accept from RPC, on the date of the Closing (as defined in Section 5.1
below), all of RPC’s right, title and interest in and to the Professional
Services Agreement.


 


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1.2                                 Issuance of Units.


 


(a)                                  Subject to the terms and conditions of this
Agreement, in exchange for the Professional Services Agreement, the Operating
Partnership shall issue to RPC, and RPC shall receive, an aggregate of 100,234
Units, in a transaction intended to qualify for nonrecognition of gain to RPC pursuant
to Section 721 of the Internal Revenue Code of 1986, as amended (the “Code”).  The rights of
holders of the Units as of the Closing will be as set forth in the Amended and
Restated Agreement of Limited Partnership of the Operating Partnership (the “Partnership Agreement”).


 


(b)                                 The Operating Partnership shall issue the
Units to RPC (or, at the option of RPC, directly to RPC’s designees, in
accordance with written instructions provided to the Operating Partnership by
RPC setting forth the name and address of, and the number of Units received by,
each designee, provided that each such designee (i) makes each of the
representations and warranties set forth in Section 2.5, 2.9 and 2.11 hereof
(and provides the Operating
Partnership a certificate to that effect) and (ii) has executed and delivered the Limited Partner Acceptance
attached hereto as Exhibit A (the “Limited
Partner Acceptance”) pursuant to Section 1.3 hereof.  The name of RPC or, if applicable, each
designee, and the number of Units issued to RPC or, if applicable, each
designee, shall be recorded in the books and records of the Operating
Partnership.


 


1.3                                 Admission as a Limited
Partner.  Upon execution and delivery of the Limited Partner Acceptance by RPC and, if
their designees will receive the Units pursuant to Section 1.2(b) above,
each of such designees, at the Closing, and subject to the completion of the
Closing, RPC and if applicable, their designees, shall be admitted as limited
partners of the Operating Partnership and, as such, shall be subject to, and
bound by, the Partnership Agreement, including the power of attorney granted
therein and all the terms and conditions thereof.


 


1.4                                 Reimbursement for Prior Services or Expenses. 
Notwithstanding anything to the contrary herein, the parties hereto
acknowledge that any reimbursement for prior services performed or expenses
incurred by RPC in connection with the performance of its obligations under the
Professional Services Agreement that accrue prior to the date of Closing (as
defined below) shall be reimbursable by CRA (or other applicable party) to RPC,
notwithstanding that any such costs or expenses may be actually payable after
the date of Closing.


 


ARTICLE II:  REPRESENTATIONS AND WARRANTIES 

OF RPC


 


As a material inducement to the Operating Partnership to enter into
this Agreement and to consummate the transactions contemplated hereby, RPC


 


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hereby
makes to the Operating Partnership each of the representations, warranties and
covenants set forth in this Article II. 
Each Investor (as defined below), severally and not jointly, hereby
makes to the Operating Partnership, as to itself or himself, each of the
representations, warranties and covenants set forth in Section 2.5, 2.9
and 2.11 hereof.  The representations and
warranties set forth in this Article II are true and correct as of the
date hereof.


 


2.1                                 Organization and Standing.  RPC is
a corporation validly existing and in good standing under the law of its
jurisdiction of organization, and has the requisite corporate power and
authority to own and operate its assets, to carry on its business as currently
conducted, and to execute and deliver this Agreement and to carry out the
transactions contemplated hereby.  RPC is
duly qualified to conduct business as a foreign corporation, where necessary
and is in good standing in the states in which it is so qualified.


 


2.2                                 Authority.  RPC has full right, authority,
power and capacity (a) to enter into this Agreement and each agreement,
document and instrument to be executed and delivered by or on behalf of RPC
pursuant to this Agreement; (b) to carry out the transactions contemplated
hereby and thereby; and (c) to transfer, sell and deliver all of its
right, title and interest in the Professional Services Agreement to the
Operating Partnership (or its designee) in accordance with this Agreement.  This Agreement and each agreement, document
and instrument executed and delivered by or on behalf of RPC pursuant to this
Agreement constitutes, or when executed and delivered will constitute, the
legal, valid and binding obligation of RPC, each enforceable in accordance with
its respective terms.


 


2.3                                 Noncontravention.  Neither the entry into nor the performance
of, or compliance with, this Agreement by RPC has resulted, or will result, in
any violation of, or default under, or result in the acceleration of, any
obligation under its charter, or any material mortgage, indenture, lien
agreement, note, contract, permit, judgment, decree, order, restrictive
covenant, statute, rule, or regulation applicable to RPC or under the
Professional Services Agreement.


 


2.4                                 Litigation.  There is no (a) litigation
or proceeding, either judicial or administrative, pending or, to RPC’s
knowledge, threatened, affecting all or any portion of the Professional
Services Agreement; (b) outstanding order, writ, injunction or decree of
any court, government, governmental entity or authority or arbitration against
or affecting all or any portion of the Professional Services Agreement, which
in the case of (a) and (b) hereof, would materially impair RPC’s
ability to enter into and perform all of RPC’s obligations under this
Agreement.


 


2.5                                 Status as a United States Person.  Each
of RPC and each of RPC’s designees who receive Units hereunder (RPC and its
designees are referred to collectively as the “Investors”)
is not a foreign person within the meaning of Section 1445 of the Code (“Section 1445”). 
RPC’s U.S. taxpayer identification


 


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number
that has previously been provided to the Operating Partnership is correct.  RPC’s office address is that most recent
address previously provided to the Operating Partnership.  At the time of Closing, each Investor shall
provide to the Operating Partnership a certificate of non-foreign status
substantially in the form provided in Section 1.1445-5(b)(3)(D) of
the Treasury regulations.


 


2.6                                 No Insolvency Proceedings.  No
attachments, execution proceedings, assignments for the benefit of creditors,
insolvency, bankruptcy, reorganization or other proceedings are pending or, to
RPC’s knowledge, threatened against RPC, nor are any such proceedings
contemplated by RPC.


 


2.7                                 No Brokers.  RPC has not entered into, and
covenants that it will not enter into, any agreement, arrangement or
understanding with any person or firm which will result in the obligation of
the Operating Partnership to pay any finder’s fee, brokerage commission or
similar payment in connection with the transactions contemplated hereby (other
than underwriting fees paid in connection with the IPO).


 


2.8                                 Consents.  Except as may otherwise be set forth in this
Agreement, each consent, approval, authorization, order, license, certificate,
permit, registration, designation, or filing by or with any governmental agency
or third party, including lender consents, 
necessary for the execution, delivery, and performance of this Agreement
or the transactions contemplated hereby by RPC has been obtained or will be
obtained on or before the Closing.


 


2.9                                 Securities Law Matters; Transfer Restrictions.


 


(a)                                  Each Investor acknowledges that the Operating
Partnership intends for the offer and issuance of the Units to be exempt from
registration under the Securities Act of 1933, as amended (the “Securities Act”), and applicable state securities laws.


 


(b)                                 Each Investor acknowledges that it is an “accredited
investor” within the meaning of the federal securities laws.


 


(c)                                  Each Investor will acquire the Units for its
own account and not with a view to, or for sale in connection with, any “distribution”
thereof within the meaning of the Securities Act.


 


(d)                                 Each Investor has sufficient knowledge and experience in financial, tax and
business matters to enable it to evaluate the merits and risks of investment in
the Units.  Each Investor has the ability
to bear the economic risk of acquiring the Units.  Each Investor acknowledges that (i) the
transactions contemplated by this Agreement involve complex tax consequences
for the Investor, and each Investor is relying solely on the advice of such
person’s own tax advisors in evaluating such consequences, (ii) the
Operating Partnership has not made (nor


 


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shall
it be deemed to have made) any representations or warranties as to the tax consequences
of such transaction to the Investor, and (iii) references in this
Agreement to the intended tax effect of the transactions contemplated hereby
shall not be deemed to imply any representation by the Operating Partnership as
to a particular tax effect that may be obtained by the Investor.  The Investors remain solely responsible for
all tax matters relating to such persons.


 


(e)                                  Each Investor has been supplied with, or had
access to, information to which a reasonable investor would attach significance
in making an investment decision to acquire the Units and any other information
such Investor has requested.


 


(f)                                    Each Investor acknowledges that there are
substantial restrictions on the transferability of the Units and that the Units
will not be registered under the Securities Act or any state securities laws,
and the Investor has no right to require that they be so registered.  Each Investor agrees that any Units it
acquires will not be sold in the absence of registration unless such sale is
exempt from registration under the Securities Act and applicable state
securities laws.


 


(g)                                 Each Investor understands that no federal
agency (including the Securities and Exchange Commission) or state agency has
made or will make any finding or determination as to the fairness of an
investment in the Units (including as to the number of Units (or their value)
issued pursuant hereto).


 


(h)                                 Each Investor understands that there is no
established public, private or other market for the Units acquired by such
Investor hereunder and it is not anticipated that there will be any public,
private or other market for such Units in the foreseeable future.


 


(i)                                     Each Investor understands that Rule 144
promulgated under the Securities Act is not currently available with respect to
the sale of Units.


 


2.10                           Professional Services Agreement.  The
Professional Services Agreement is in full force and effect and to the
knowledge of RPC, neither it nor CRA is in default thereunder.  RPC shall timely perform all of its
obligations thereunder.


 


2.11                           Reliance.   RPC
acknowledges that the Operating Partnership may rely upon the representations
and warranties in this Article II in determining whether to enter into
this Agreement.  RPC agrees to indemnify,
defend and hold harmless the Operating Partnership and the officers, directors
and affiliates thereof, and any employees or agents of any of the foregoing,
against any and all loss, liability, claim, damage or expense whatsoever
(including, but not limited to, any and all expenses, including attorneys’
fees, reasonably incurred in


 


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investigating,
preparing or defending against any claim or litigation commenced or threatened)
due to or arising out of a breach of any such representations or warranties.


 


Each
Investor agrees, severally and not jointly, to indemnify, defend and hold
harmless the Operating Partnership and the officers, directors and affiliates
thereof, and any employees or agents of any of the foregoing, against any and
all loss, liability, claim, damage or expense whatsoever (including, but not
limited to, any and all expenses, including attorneys’ fees, reasonably
incurred in investigating, preparing or defending against any claim or
litigation commenced or threatened) due to or arising out of a breach of such
Investor’s representations in Sections 2.5 and 2.9 hereof; provided, however,
the indemnification obligation of the Investor hereunder is limited in the case
of each Investor to the value of the Units such Investor will receive in
connection with this Agreement based on the initial public offering price in
the IPO.


 


ARTICLE III:  REPRESENTATIONS AND WARRANTIES

OF THE OPERATING PARTNERSHIP


 


As a material inducement to RPC to enter into this Agreement and to
consummate the transactions contemplated hereby, the Operating Partnership
hereby makes to RPC each of the representations, warranties and covenants set
forth in this Article III.  The
representations and warranties set forth in this Article III are true and
correct as of the date hereof.


 


3.1                                 Organization and Standing.  The
Operating Partnership is a limited partnership duly organized, validly existing
and in good standing under Delaware law, and has the requisite partnership
power and authority to own and operate its assets, to carry on its business as
currently conducted, to execute and deliver this Agreement and to carry out the
transactions contemplated hereby.  The
Operating Partnership is duly qualified to conduct business as a foreign
partnership where necessary and is in good standing in the states in which it
is so qualified.


 


3.2                                 Authority.   The Operating Partnership has
full right, authority, power and capacity (a) to enter into this Agreement
and each agreement, document and instrument to be executed and delivered by or
on behalf of the Operating Partnership pursuant to this Agreement; (b) to
carry out the transactions contemplated hereby and thereby; and (c) to
transfer, sell and deliver the Units to RPC (or its designees) in accordance
with this Agreement.  This Agreement and
each agreement, document and instrument executed and delivered by or on behalf
of the Operating Partnership pursuant to this Agreement constitutes, or when
executed and delivered will constitute, the legal, valid and binding obligation
of the Operating Partnership, each enforceable in accordance with its
respective terms.


 


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3.3                                 Noncontravention.   Neither the entry into nor the performance
of, or compliance with, this Agreement by the Operating Partnership has
resulted, or will result, in any violation of, or default under, or result in
the acceleration of, any obligation under its agreement of limited partnership,
or any material mortgage, indenture, lien agreement, note, contract, permit,
judgment, decree, order, restrictive covenant, statute, rule, or regulation
applicable to the Operating Partnership.


 


3.4.                              Litigation.  There is no litigation or
proceeding, either judicial or administrative, pending or, to the Operating
Partnership’s knowledge, threatened,
affecting all or any portion of the Units or the Operating Partnership’s ability to consummate the transactions
contemplated hereby.  There is no
outstanding order, writ, injunction or decree of any court, government,
governmental entity or authority or arbitration against or affecting all or any
portion of the Units, which in any such case would impair the Operating
Partnership’s ability to enter
into and perform all of the Operating Partnership’s obligations under this Agreement.


 


3.5                                 Units Validly
Issued.  The Units, when issued, will
have been duly and validly authorized and issued, free of any preemptive or
similar rights, without any obligation to restore capital except as required by
the Delaware Revised Uniform Limited Partnership Act (the “Limited Partnership Act”) or as agreed
between the Operating Partnership and any limited partner in the Operating
Partnership.


 


3.6                                 No Brokers.  The Operating Partnership has not entered into, and covenants that it
will not enter into, any agreement, arrangement or understanding with any
person or firm which will result in the obligation of RPC to pay any finder’s
fee, brokerage commission or similar payment in connection with the
transactions contemplated hereby


 


3.7                                 Consents.  Except as may otherwise be set forth in this
Agreement, each consent, approval, authorization, order, license, certificate,
permit, registration, designation, or filing by or with any governmental agency
or body necessary for the execution, delivery, and performance of this Agreement
or the transactions contemplated hereby by the Operating Partnership has been
obtained or will be obtained on or before the Closing.


 


3.8                                 Reliance.   The Operating Partnership
acknowledges that RPC may rely upon the representations and warranties in this Article III
in determining whether to enter into this Agreement.  The Operating Partnership agrees to
indemnify, defend and hold harmless RPC and the officers, directors and
affiliates thereof, and any employees or agents of any of the foregoing,
against any and all loss, liability, claim, damage or expense whatsoever
(including, but not limited to, any and all expenses, including attorneys’
fees, reasonably incurred in investigating, preparing or defending against any
claim or litigation commenced or


 


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threatened) due to or
arising out of a breach of any such representations or warranties.


 


ARTICLE IV:  CONDITIONS TO CLOSING


 


4.1                                 Conditions to the Operating Partnership’s
Obligation to Close.  The obligation of the Operating Partnership
to consummate the Closing is subject to the fulfillment, at or prior to the
Closing, of the following conditions (unless such conditions are waived in
writing by the Operating Partnership):


 


(a)                                  IPO Transactions.  The
IPO Transactions shall have occurred (or shall be occurring simultaneously with
the Closing).


 


(b)                                 Representations and Warranties.  The
representations and warranties made by RPC (and in the case of Sections 2.5 and
2.9, the Investors) pursuant to this Agreement shall be true and correct in all
material respects when made, and on and as of the Closing, as though such
representations and warranties were made on the Closing.


 


(c)                                  Performance.  RPC shall have performed and
complied with all agreements and covenants that it is required to perform or
comply with pursuant to this Agreement prior to the Closing in all material
respects.


 


(d)                                 Legal Proceedings.  No
order, statute, rule, regulation, executive order, injunction, stay, decree, or
restraining order shall have been enacted, entered, promulgated or enforced by
any court of competent jurisdiction or governmental entity that prohibits the
consummation of the transactions contemplated hereby, and no litigation or
governmental proceeding seeking such an order shall be pending or threatened.


 


(e)                                  Consents and Approvals.  All
necessary consents of governmental and private parties to effect the
transactions contemplated by this Agreement, including, without limitation,
consents of lenders and consent from CRA (which consent must include the
consent to allow the Operating Partnership to assign the rights and obligations
under the Professional Services Agreement to one or more affiliates of the
Operating Partnership, and that, upon such assignment the obligation to perform
any services under the Professional Services Agreement shall reside exclusively
with any such assignee) shall have been obtained.


 


(f)                                    Professional Services Agreement.  The
Professional Services Agreement shall be in full force and effect and neither
of the parties thereto shall be in default thereunder.


 


4.2                                 Conditions to RPC’s Obligation to Close.  The
obligation of RPC to consummate the Closing is subject to the fulfillment, at
or prior to the Closing, of the following conditions (unless such conditions are
waived in writing by RPC):


 


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(a)                                  Representation and Warranties.  The
representations, warranties and covenants of the Operating Partnership
contained in this Agreement shall be true and correct as of the Closing.


 


(b)                                 Performance.  The Operating Partnership
shall have performed and complied with all agreements and covenants that it is
required to perform or comply with pursuant to this Agreement prior to the
Closing in all material respects.


 


(c)                                  Legal Proceedings.  No
order, statute, rule, regulation, executive order, injunction, stay, decree, or
restraining order shall have been enacted, entered, promulgated or enforced by
any court of competent jurisdiction or governmental entity that prohibits the
consummation of the transactions contemplated hereby, and no litigation or
governmental proceeding seeking such an order shall be pending or threatened.


 


(d)                                 Consents and Approvals.  All
necessary consents of governmental and private parties to effect the transactions
contemplated by this Agreement shall have been obtained.


 


4.3                                 Further Assurances.  Each
of the parties herein shall execute and deliver all such other and further
instruments and documents and take or cause to be taken all such other and
further actions that any other party may reasonably request in order to effect
the transactions contemplated by this Agreement.


 


ARTICLE V:  CLOSING; CLOSING DELIVERIES


 


5.1                                 Closing.  The closing hereunder (the “Closing”) shall occur on the same day as the closing of the
IPO, as close in time to the closing of the IPO as is reasonably practicable
under the circumstances.


 


5.2                                 Closing Deliveries by RPC.  At
the Closing, RPC shall deliver to the Operating Partnership:


 


(i)                                     a duly executed Assignment and Assumption Agreement,
substantially in the form attached hereto as Exhibit B (“Assignment Agreement”), pursuant to which RPC shall convey
to the Operating Partnership or its designee title to the Professional Services
Agreement;


 


(ii)                                  a duly executed Limited Partner Acceptance
executed by the appropriate Investor; and


 


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(iii)                               a certificate of non-foreign status in a form
acceptable to the Operating Partnership.


 


5.3                                 Closing Deliveries by the Operating
Partnership.  At the Closing, the Operating Partnership
shall deliver to the RPC or, if applicable, the Investors, the following:


 


(i)                                     the Units; and


 


(ii)                                  a duly executed Assignment Agreement.


 


ARTICLE VI:  MISCELLANEOUS


 


6.1                                 Term of Agreement.  This Agreement may be terminated by the
mutual consent of the parties at any time before the Closing.  If the Closing does not occur by September 30,
2006, this Agreement shall be deemed terminated and shall be of no further
force and effect and neither the Operating Partnership nor RPC or any Investor
shall have any further obligations pursuant to this Agreement except as
specifically set forth in this Agreement.


 


6.2                                 Amendment; Waiver.  Any
amendment hereto shall be effective only if signed by all parties hereto.  No waiver of any provisions of this Agreement
shall be valid unless in writing and signed by the party against whom
enforcement is sought.


 


6.3                                 Entire Agreement; Counterparts; Applicable
Law.  This Agreement (a) shall, together with
the Partnership Agreement, constitute the entire agreement and supersedes all
prior agreements and understandings, both written and oral, among the parties
with respect to the subject matter hereof, (b) may be executed in one or
more counterparts, each of which will be deemed an original and all of which
shall constitute one and the same instrument, and (c) shall be governed in
all respects, including validity, interpretation and effect, by the laws of the
State of Delaware without giving effect to the conflict of law provisions
thereof.


 


6.4                                 Assignability.  This
Agreement shall be binding upon, and shall be enforceable by and inure to the
benefit of, the parties hereto and their respective successors and assigns;
provided, however, that this Agreement may not be assigned (except by operation
of law) by any party without the prior written consent of the other party, and
any attempted assignment without such consent shall be void and of no effect;
provided further, that this Agreement may be assigned by the Operating
Partnership, without the prior written of RPC, to and among an affiliate of the
Operating Partnership, including, without limitation, Republic Property TRS,
LLC, a Delaware limited liability company and wholly owned subsidiary of the
Operating Partnership.  Upon any such
assignment, the assignee shall have the exclusive right and obligation to
perform the services hereunder.


 


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6.5                                 Severability.  If
any provision of this Agreement, or the application thereof, is for any reason
held to any extent to be invalid or unenforceable, the remainder of this
Agreement and application of such provision to other persons or circumstances
will be interpreted so as reasonably to effect the intent of the parties
hereto.


 


6.6                                 Equitable Remedies.  The
parties hereto agree that irreparable damage would occur if any provision of
this Agreement was not performed in accordance with its specific terms or was
otherwise breached.  It is accordingly
agreed that the parties shall be entitled to an injunction or injunctions to
prevent breaches of this Agreement and to enforce specifically the terms and
provisions hereof in any federal or state court located in the State of
Delaware (as to which the parties agree to submit to jurisdiction for the
purposes of such action), this being in addition to any other remedy to which
they are entitled at law or in equity.


 


6.7                                 Survival.  It is the express intention
and agreement of the parties hereto that the representations, warranties and
covenants of the parties set forth in this Agreement shall survive the
consummation of the transactions contemplated hereby.


 


6.8                                 Third Party Beneficiary.   Except as specifically set forth in this
Agreement, no provision of this Agreement is intended, nor shall it be
interpreted, to provide or create any third party beneficiary rights or other
rights of any kind in any customer, affiliate, stockholder, partner, member,
director, officer, or employee of any party to this Agreement or any other
person or entity.


 


[Signature Page Follows]


 


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IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be duly executed, delivered and sealed in its name on its behalf,
all as of the day and year first above written.


 


 


	
   

  	
  RPC:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTIES CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Steven A. Grigg

  	
   

  
	
   

  	
  Name: Steven A. Grigg

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OPERATING PARTNERSHIP:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  REPUBLIC PROPERTY LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  REPUBLIC PROPERTY TRUST,

  
	
   

  	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Mark R. Keller

  	
   

  
	
   

  	
   

  	
  Name: Mark R. Keller

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  
						



 


 


[Signature Page to
City Center Contribution Agreement]


 


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