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Exhibit 10.3
 AMENDMENT NO. 2 to
Professional Services Agreement for
CITY CENTER PROJECT
Demolition
RFP #03/04-109
 WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY REPUBLIC-WPB LLC
 
     Recitals .
 Agreement .
 Scope of Work.
  1




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Exhibit A
 
    
    Demolition and removal of the D&D Center including slab
    
    Demolition and removal of five one-story CBS buildings including slabs (401, 411, 417,
419, 421, 423 and 435 Clematis Street)
    
    Foundations demolished and removed down to top of pile cap for all buildings (D&D, 401,
4111, 417, 419, 421, 435)
    
    Removal of all asphalt parking areas and alley ways (asphalt only)
    
    Demolition and removal of all roofing materials
    
    Demolition and removal of six grease traps
    
    Removal, containerization and disposal of all mercury containing fixtures, including
fluorescent bulbs, fixture ballasts, batteries and thermostat switches
    
    Asbestos abatement, removal and disposal for all buildings (D&D, 401, 411,
417, 419, 421, 423, 435)
    
    Protection of existing trees in right-of-way areas
    
    Rough grade the Site
    
    Haul off and legally dispose of all debris (includes all applicable fees)
    
    Installation and maintenance of 6 ft. temporary fencing with vehicle access gates
around the Site through Project completion
    
    Daily clean-up of streets and adjacent areas
    
    MOT plans/Signage flagmen for temporary lane closures
    
    Necessary engineering or architectural services
       2




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Exhibit A,
 Contract Time.
 Budget for Work.
 Demolition / Work
    
    $
    802,711.00
    
    
    Lump SumEngineering/Architectural services
    
    
    35,000.00
    
    
    AllowanceMiscellaneous Expenses
    
    
    20,000.00
    
    
    AllowanceContingency (6%)
    
    
    51,463.00
    
    
    AllowanceDevelopers Fee
    
    
    36,366.96Budget
    
    $
    945,540.96
 Guaranteed Maximum Price. Nine Hundred
Forty-Five Thousand Five Hundred Forty and 96/100 Dollars ($945.540.96) (Guaranteed
Maximum Price)
 Costs of Work.
  (a)
    
    Wages paid for labor to perform the Work.(b)
    
    Payments to Contractor and Sub-Contractors for Work.(c)
    
    Cost of all materials, supplies and equipment, including costs of transportation and
reasonable storage thereof.(d)
    
    Cost including transportation, maintenance and storage of all materials, supplies,
equipment, temporary facilities and tools not owned by the workmen;(e)
    
    Rental charges and all service fees on all necessary machinery and equipment.(f)
    
    Cost of the premiums and all related expenses for all insurance and cost of premiums for
the performance and payment bonds which the Developer will be required to procure which are
specifically attributable to the Work.(g)
    
    Sales, use, gross receipts or similar taxes related to allowable direct costs of the
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Work imposed by any governmental authority, and for which the Developer is
liable.(h)
    
    Debris hauling, removal and disposal.(i)
    
    Costs for security fencing for the materials, installation and maintenance.(j)
    
    An
allowance for necessary costs for engineering or architectural services to
complete the Work.(k)
    
    An allowance for miscellaneous expenses for travel, printing and
Administrative
Expenses or Other Expenses.(l)
    
    A contingency not to exceed Fifty-One Thousand Four Hundred
Sixty-Three and
00/100 Dollars ($51,463.00) for the purpose of defraying the expenses due to
unforeseen circumstances relating to construction, as set forth in Article 10.3.
  (a)
    
    All items excluded on Exhibit A;
 (b)
    
    Extra costs not approved by CRA.
 Developers Fee.
 Team.
 Payment Procedure.
 City of West Palm Beach  Accounts Payable, PO
Box 3366, West Palm Beach, FL 33402-3366.
 Payment
 1.
    
    Notarized and corporate sealed Final Release of Liens from all sub-contractors and
suppliers.2.
    
    Notarized and corporate sealed Final Release of Liens from Contractor.3.
    
    Consent of surety for final payment.4.
    
    Execution of all outstanding change orders.
  4




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Contingency/ Allowances
 Withheld Payments
 (a)
    
    Defective work or material is not remedied.(b)
    
    Claims filed or reasonable evidence indicating public filing of claims by third parties
against the Developer or its Contractor.(c)
    
    Failure of the Developer or its Contractor to make payments to sub-contractors or for
material or labor.(d)
    
    Damage to another contractor or the Project.(e)
    
    Developer is in default of any contract provision.(f)
    
    CRA has reasonable doubt that the Work can be or will be completed within the schedule
or for the balance of the Guaranteed Maximum Price which remains unpaid.(g)
    
    Developer or its Contractors insurance coverage lapsed.(h)
    
    Any bond claims are
filed against the bonds
  Site Condition.
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Work Area
   Dust Control.
 Pollution Control
 Debris Disposal
 Clean Up
 Explosives and Hazardous Materials
 Right-of-Way Permit; Traffic Plans
 Safety
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Changes in the Work
      (a)
    
    by mutual acceptance of a lump sum properly itemized and supported by sufficient
substantiating data to permit evaluation by the CRA;(b)
    
    by unit prices stated in the Developers Proposal or subsequently agreed upon;(c)
    
    by cost and a mutually acceptable fixed or percentage fee; or(d)
    
    by the following
method:If Developer and the CRA cannot agree on the adjustment, Developer shall promptly proceed with the
Work involved only with written approval by the City, with each party expressly reserving their
contractual and legal rights. The cost of such Work shall then be determined on the basis of the
reasonable expenditures and savings of those performing the Work attributed to the change. However,
in the event a Change Order is issued
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under these conditions, the CRAs Project Manager will establish an estimated cost of the Work and
the Developer shall not perform any Work whose cost exceeds that estimate without prior written
approval by the City. In such case, the Developer shall keep and present, in such form as the City
may prescribe, an itemized accounting together with appropriate supporting data of the increase in
the Cost of the Work. The amount of decrease in the Guaranteed Maximum Price to be allowed by the
Developer to the City for any deletion or change which results in a net decrease in cost will be
the amount of the actual net decrease.
 Concealed Conditions
 Emergencies
 Performance and Payment Bonds
   (a)
    
    The Surety Company shall have a currently valid Certificate of Authority, issued by the
State of Florida Department of Insurance, authorizing it to write surety bonds in the State of
Florida.(b)
    
    The Surety Company shall have currently valid Certificate of Authority
issued by the United States Department of Treasury under Sections 9304 to 9308 of Title 31 of the
United States Code.(c)
    
    The Surety Company shall be in full compliance with the provisions of the Florida Insurance
Code.(d)
    
    The Surety Company shall have at least twice the minimum surplus and capital required by the
Florida
Insurance Code at the time the invitation to Proposal is issued.
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(e)
    
    The Surety Company shall have at least the ratings of A-/Class V in the
latest issue of Bests Key Rating Guide.(f)
    
    The Surety Company shall not expose itself to any loss on any one risk in
an amount exceeding ten (10) percent of its surplus to policyholders, provided:
   Required Types and Amounts of Insurance Coverage
  (a)
    
    General liability, including contractual liability insurance covering the
indemnification provision of this Amendment in the minimum amount of $5,000,000 per accident,
$10,000,000 annual aggregate, to protect the CRA from contingent liability from claims for damages
for personal injury as well as from claims of property damages which may arise from any Work under
this Amendment, whether such operations be by the Developer , its general Contractor or by anyone
directly or indirectly employed by them, including Contractors Protective coverage for any
Developer and sub-Developer operations.;(b)
    
    Comprehensive automobile liability insurance in the minimum amount of $1,000,000 per
occurrence, $3,000,000 annual aggregate, for bodily injury and property damage liability to protect
the Developer from claims for personal injury, as well as from claims for property damage, which
may arise from the ownership, use, or maintenance of owned and non-owned automobiles, including
rented automobiles whether such operations are by the Developer or by anyone directly or
indirectly employed by the Developer; and(c)
    
    Adequate Workers Compensation Insurance and Employers Liability Insurance in at least such
amounts as are required by law for all its employees per Florida Statute 440.02.
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CRA as Additional Insured
 Indemnification
 Public Entity Crime
 Effect of Amendment
 Assignment
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ATTEST:
    
    
    
    WEST PALM BEACH COMMUNITYREDEVELOPMENT AGENCYBy:
    
    /s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Lois J. FrankelSecretary
    
    
    
    
    
    Lois J. Frankel, ChairDate:
    
    March 23, 2006CRA COUNSELApproved as to form andlegal sufficiencyBy: [ILLEGIBLE]Date: 3-28-06DEVELOPERREPUBLIC - WPB LLCBy:
    
    /s/ Steven A. Grigg

Steven A. Grigg, PresidentDate: 3/29/06
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Demolition / Site Enclosure Package
 Catafumo Construction, Ltd.
    
    $
    802,711Architectural & Engineering
    
    $
    35,000Miscellaneous Expenses
    
    $
    20,000Sub-Total
    
    $
    857,711Contingency
    
    $
    51,463
    
    
    
    6
    %Sub-Total
    
    $
    909,174GMP Developer
    
    $
    36,367
    
    
    
    4
    %Total
    
    $
    945,541
 Notes:
 o
    
    Proposal is based on Catalfumo summary dated 2/24/06.
Utility disconnect, water connections and meter, and similar items by City of West Palm Beach or
others.o
    
    Miscellaneous includes printing, travel, on-site supervision.o
    
    Excludes FPL charges for
utility relocation, temporary or permanent changes, etc.o
    
    Assumes no taxes, impact or permit fees other than those assumed within Catafumo subcontracts.o
    
    Assumes that this work will be followed-on by GMP contract; and, no continuing maintenance of
fencing, site, supervision etc. is included herein. That work will continue as part of the general
GMP work.o
    
    With the exception of the GMP Developer fee, all other costs are to be treated as an aggregated
GMP for this work.




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QUALITY FROM THE GROUND UP
 
 Construction. Ltd.
    
    construction development management
  
 RE:
    
    City Center  West Palm
Beach  DemolitionTRANSMITTAL OF DOCUMENTS




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DESCRIPTION
    
    AMOUNTPERMIT FEES, IMPACT FEES & INSPECTION SERVICES
    
    BY CWPBGENERAL CONDITIONS/REQUIREMENTS (see estimate detail)
    
    $142,360DEMOLITION PACKAGE
    
    $495,400ALLOWANCE FOR ASBESTOS ABATEMENT
    
    $10,000ALLOWANCE FOR PROTECTING EXISTING TREES
    
    $12,000RELOCATION AND/OR DISCONNECT OF CITY-OWNED SERVICES
    
    BY CWPBALLOWANCE FOR CAPPING EXISTING DOMESTIC/SANITARY SERVICES
    
    $5,000ALLOWANCE FOR RECOVERING REFRIGERANT
    
    $10,000DISCONNECT EXISTING SERVICES / FEEDS
    
    BY CWPBRELOCATION AND/OR DISCONNECT OF FPL SERVICES
    
    By FPLSUB-TOTAL TRADE COST WITH BOND
    
    $674,760ROAD CLEANING
    
    $6,000TEMPORARY WATER FOR DEMOLITION
    
    BY CWPBTEMPORARY ELECTRIC FOR DEMOLITION
    
    $4,500VIDEO TAPING OF ADJACENT BUILDINGS BEFORE DEMO, AND MONITORDURING DEMOLITION
    
    BY CWPBBUILDERS RISK INSURANCE
    
    N/ABUILDERS RISK INSURANCE DEDUCTABLES
    
    N/ACMS
PAYMENT & PERFORMANCE BONDS
    
    $10,463GENERAL LIABILITY/ CASUALTY INSURANCE
    
    $3,530PROJECT CONTINGENCY @ 5%
    
    $34,963SUB-TOTAL DEMO WORK
    
    $734,216PRE-PHASE
I CONSTRUCTIONTEMPORARY CONSTRUCTION FENCING (during the entire project)
    
    $25,000FENCE MAINTENANCE
    
    $6,000CMS FEE @ 4.9%
    
    $37,496TOTAL PROPOSAL DEMO WORK
    
    $802,711
 Quality From The Ground Up




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GENERAL CONDITIONS SUMMARY




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QUALIFICATIONS AND CLARIFICATIONS
 The following items are included in our pricing as qualified below:
 
    
    All pricing included shall be held for an April 1, 2006 start of demolition. Any price
increases for labor, materials, equipment, or changes to the Building Code after this period shall
be addressed based upon the date of actual start of work.
    
    Existing trees shall be protected and not relocated.
    
    Temporary water shall be serviced from an existing meter provided by the City.
    
    Construction fence shall be placed for demolition phase and used throughout the course of the
project.
    
    Asbestos abatement and light bulb removal shall be by the Demolition contractor.
    
    Total scope of work for the demolition contractor is noted in the attached Bid Comparison
Sheet.
 ALLOWANCES: (note  allowances include all labor, installation, permits, materials,
shipping, delivery, uncrating, handling, hoisting, stocking, cleanup and removal of debris from the
site):
 
    
    Tree protection, $12,000.00.
    
    Capping of existing domestic water and sanitary services, $5,000.00.
    
    Refrigerant recovery, $10,000.00.
    
    Asbestos Abatement, $10,000.00.
  Quality From The Ground Up




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The following items are specifically excluded from our base proposal:
 
    
    Governmental fees, demolition permit fees, building permit fees, utility fees, impact fees.
    
    Temporary water for demolition to be provided by the City of West Palm Beach.
    
    Water meters, irrigation meters, or taps.
    
    FPL Transformer or transformer pad; primary feeders to transformer.
    
    Disconnection of existing electrical service and feeds, telephone wiring, CATV, etc.
    
    Engineering investigation of existing utilities.
    
    Governmental requirements that change the scope of work.
    
    Soil Borings and related subsurface engineering.
    
    Initial boundary survey, digitally updated, with two (2) benchmarks.
    
    Threshold inspector; special inspector.
    
    Demucking, soll stabilization, over-excavation, pressure grouting.
    
    Remediation for any existing condition not visible for inspection; costs resulting from
unknown subsurface conditions.
    
    Environmental testing or any environmental conditions or hazardous waste that may be uncovered
during the course of construction that is not included in the asbestos report.
    
    Removal and disposal of hazardous waste not included in the asbestos report.
    
    Removal of pilings or pile caps, which shall be completed in pre-construction Phase I.
    
    Private security for the site.
    
    Videotaping of adjacent buildings before demolition; monitoring during demolition.
    
    Any labor, material, connection, unloading or debris removal for any item marked N.I.C, By
Owner or By Others.
    
    Builders Risk Insurance and any deductible amount.
    
    Utility disconnect, caping, and/or any excavation to be provided by the City of West Palm
Beach.
    
    Tanks must be located, sized, tested for contents and evaluated prior to determining the
removal process.
   Quality From The Ground Up




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BID COMPARISON FORM CITY CENTER- City Of West Palm Beach