##### 



Exhibit 10.2
 AMENDMENT NO. 1 to
Professional Services Agreement for
 CITY CENTER PROJECT
 PHASE II  Schematic Design
 RFP #03/04-109
 WEST PALM
BEACH COMMUNITY REDEVELOPMENT AGENCY REPUBLIC-WPB CORP
     1. Recitals
 2. Agreement
 3. Scope of Work Exhibit 3A-II
 4. Professional Services Fee
 5. Term
 1




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6.
    
    Guaranteed Maximum Price for Construction.
             2




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7. Developers Fee
 8. Team
 9. Effect of Amendment
 10. Construction
  3




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ATTEST:
    
    
    
    WEST PALM BEACH COMMUNITYREDEVELOPMENT AGENCYBy:
    
    /s/ Florence Warren
    
    
    
    By:
    
    /s/ Lois J. FrankelSecretary
    
    
    
    
    
    Lois J. Frankel, ChairDate:
    
    , 2005CRA COUNSELApproved as to formand legal sufficiencyBy: [ILLEGIBLE]Date: 3.28.05
 WITNESSES:
    
    
    
    REPUBLIC-WPB CORP.By:
    
    /s/
Rose
Jeffrey
    
    
    
    By:
    
    /s/ Steven A. GriggSteven A. Grigg, PresidentPrint Name: Rose Jeffrey
 4




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SCHEDULE 2/Phase II
 PROFESSIONAL SERVICES FEE & EXPENSES
 Project:
    
    CITY CENTER PHASE IIRFP#
    
    #03/04-109
 2.1 Professional Service Fee: One Hundred Eighty-Eight Thousand Two Hundred Sixty-Eight and 00/100 Dollars
($1,188,268.00)
 2.2
 2.3
 Deliverable
    
    FeePresentation to City Commission of alternative concepts for overall
Project City Hall, Library, museum and open/public spaces
    
    $
    594,134.00Submittal of
Schematic Design Package including schedule and GMP
    
    $
    594,134.00
 2.4 Releases. Exhibit 2-II
 5




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Exhibit 2-II
  PARTIAL
RELEASE OF LIEN
  
;
 
   CITY CENTER PROJECT
  &nbs
p;
 Lienors
Name:
    
    (SEAL)(company name)Signed By:Printed Name:Title:
 STATE OF FLORIDA
    
    }COUNTY OF PALM BEACH
    
    }
    
    SS:
 &nbs
p;
 Signature of Notary Public
    
    Print, Type, or Stamp Name of Notary
 Personally Known
    
    
    Produced IdentificationType of Identification Produced




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SCHEDULE
3A/Phase II
 PROFESSIONAL SERVICES
 Project:
    
    CITY CENTER PHASE IIRFP#
    
    #03/04-109
 3.1 Phases of Professional Services
    3.2 Professional Services Included
  3.2.2 Schematics Phase
          6




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[End
of Schedule 3A/Phase II]
 7




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##### 



Exhibit 3A-II
 City of West Palm Beach
City Center Project
Phase II  Schematic Design
Fee by Task
March 21,  2005
 Cost
    
    
    Sub-TotalPer
    
    
    Per TaskPhases & Tasks
    
    Task
    
    
    Group1. Hold meetings and/or public workshops with Mayor,
Commissioners, staff and other stakeholders to implement scope of work
and design
    
    $
    - Hold meetings for public end private level staff and
consultants for the establishment of a baseline scope and for the
assignment of major tasks of investigation and points of contact.
    
    $
    21,190.00$
    21,190.002. Meeting with governmental agencies to facilitate the
development of the conceptual design as related to:
    
    $
    - City engineering
    
    $
    2,980.00- Pedestrian & vehicular traffic impacts
    
    $
    5,830.00- Available utility capacity
    
    $
    680.00- Storm drainage concerns
    
    $
    1,870.00- Site and Building Security
    
    $
    490.00- Environmental impact and project permitting
    
    $
    610.00- Meeting with Public Utilities for purpose of finding
current status of City controlled underground water and sewer and
storm piping
    
    $
    2,045.00- Meeting with City Engineering Dept for current status of
roadway design and interface
with D.O.T. work & schedule.
    
    $
    2,510.00- Meeting
with private utility FP&L for their existing
electrical underground service and
relocation possibilities
    
    $
    1,380.00- Meeting
with FEC officials for the railroad R.O.W. air
rights for overhead construction
and for the possible use of R.O.W space for utilities relocation.
    
    $
    1,980.00- Meeting with Building officials for the projects approval
process for site and building permitting.
    
    $
    3,056.00- Meeting
with SFWMD officials for regional storm water
management issues and permits.
    
    $
    1,230.00- Meeting
with Planning staff to review current parking and
street circulation issues
    
    $
    2,070.00$
    26,731.003. Research appropriate building systems & alternativesResearch mechanical HVAC creation and distribution techniques:
    
    $
    1,000.00- Central City-wide chilled water plant the-in
    
    $
    1,880.00- On-site
central plant chilled water, pipe distribution as one
integral system
    
    $
    1,840.00-
De-centralized building stand-alone systems for reduced
single source size and single location.
    
    $
    3,310.00- Investigation of passive and active solar collection/heating
techniques
    
    $
    2,810.00- Research
into LEED green systems alternative
    
    $
    15,630.00
 1 of 5




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##### 



City of West Palm Beach
City Center Project
Phase II  Schematic Design
Fee by Task
March 21, 2005
 Cost
    
    
    Sub-TotalPer
    
    
    Per TaskPhases & Tasks
    
    Task
    
    
    GroupResearch structural materials and erection method:
    
    $
    - Restricted site limitations on building component delivery to site.
    
    $
    3,160.00- Availability of structural components in marketplace now and at time of
order.
    
    $
    1,906.00- Coat of
structural components based on availability
    
    $
    1,626.00- Assessment of labor availability based on structural components
    
    $
    880.00- Assessment of structural methods based on construction delivery
schedule
    
    $
    1,906.00$
    35,948.004. Develop preliminary conceptual design w / alternatives for overall
project- Preliminary conceptual designs of only public building use on Parcel A
and parking
garage on Parcel B
    
    $
    54,702.00- Preliminary conceptual designs of a more mixed-use building combination
on Parcel A and parking garage on Parcel B
    
    $
    53,592.00- Preliminary conceptual designs of only public building use only on
Parcel A in a full supply of on-site structured parking
    
    $
    52,800.00- Preliminary conceptual designs of a more mixed use building combination
only on Parcel A with a full supply of on-site structured parking
    
    $
    50,530.00- Preliminary conceptual designs of public plaza spaces at various
locations with Parcel
    
    $
    55,300.00$
    266,924.005. Develop alternative concepts for City Hall- One-stop permitting on ground level
    
    $
    14,600.00- Verification of vertical stacking relationships
    
    $
    17,332.00- Smaller floor plate area/greater number of stories
    
    $
    17,332.00- Larger floor area/less number of stories
    
    $
    17,332.00- Commission Chambers as a central, public focal point vs a less visible
component.
    
    $
    14,600.00-
Investigate the different street frontages
    
    $
    20,820.00$
    102,016.006. Develop alternative concepts for City Library- Assess importance of the various street frontages and exposure as
single building.
    
    $
    19,590.00- Compare ground floor uses of public reading and cafe vs more secure
zones
    
    $
    16,660.00- Study smaller floor plate area with greater number of floors
    
    $
    19,658.00- Study larger floor plate area with less number of floors
    
    $
    19,158.00$
    75,066.007. Develop alternative preliminary concepts for PBPCM- Assess
importance of the various street frontages and exposure as a
separate
identity.
    
    $
    18,350.00- Study museum location relative to public use zones of City Library
    
    $
    18,240.00- Study number of stories vs floor plate size
    
    $
    21,482.00$
    58,072,00
 2 of 5




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##### 



City of West Palm Beach
City Center Project
Phase II  Schematic Design
Fee by Task
March 21, 2005
 Cost
    
    
    Sub-TotalPer
    
    
    Per TaskPhases
and Tasks
    
    Task
    
    
    Group8. Develop alternative concepts for outdoor public space- Study degree of openness vs security limits
    
    $
    6,280.00- Assess
combination of hardscape vs landscape
    
    $
    8,972.00- Investigate uses of only civic use or open to multiple functions
    
    $
    6,280.00- Study degree of formality vs informality
    
    $
    6,820.00$
    28,352.009. Prepare preliminary construction analysis for conceptual
Design & additional costing for alternatives, Cost includes:- Site development cost
    
    $
    5,890.00- Building construction and fixture
    
    $
    8,678.00- Furnishing and equipment
    
    $
    1,560.00- Contractor team member involvement to prepare conceptual pricing
of
    
    $
    7,532.00$
    23,660.0010. Develop design document preparation & building construction schedule
with major milestones Identified- Prepare schedule of design phases of Schematic Design, Design
Development and Construction Documents with deliverable milestone dates
    
    $
    5,246.00- Building construction schedule from site demolition, foundation
infrastructure building skeleton erection exterior skin installation, systems
infrastructure development to interior finish work and build-out schedule
milestones to be prepared
    
    $
    3,686.00$
    8,932.0011. Prepare conceptual design documents to facilitate development of GMP.
Conceptual design level drawings to Include:- Site plan and development of utilities
    
    $
    80,300.00- Building floor plans
    
    $
    32,335.00- Building elevations
    
    $
    30,090.00- Building sections
    
    $
    29,095.00- Building finish schedule
    
    $
    19,085.00- Outline specifications
    
    $
    32,116.00- The GMP cost figure will be based on the conceptual design documents
that shall describe the building components and finishes. Graphic, narrative
and specification drawings and date will be provided
    
    $
    $
    223,021.00
 3 of 5




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City of West Palm Beach
City Center Project
Phase II  Schematic Design
Fee by Task
March 21, 2005
 Cost
    
    
    Sub-TotalPer
    
    
    Per TaskPhases & Tasks
    
    Task
    
    
    Group12. Contractor team member to identify the major project
component biddable packages to allow breakout and separation of
work (foundation demolition, HVAC, structure shall, interior
build-out)
    
    $
    20,798.00$
    20,798.0013. Prepare narratives consolidating and presenting data on:BUILDING:- Building structural systems
    
    $
    9,530.00- Building mechanical systems
    
    $
    3,510.00- Building electrical systems
    
    $
    3,510.00- Building plumbing systems
    
    $
    3,410.00- Building acoustical systems
    
    $
    - Building lighting systems
    
    $
    2,700.00- Building vertical circulation systems
    
    $
    2,400.00- Building security systems
    
    $
    2,800.00- Building storm preparedness systems
    
    $
    2,000.00- Building public use systems
    
    $
    1,600.00- Building private use systems
    
    $
    1,600.00- Building signage systems
    
    $
    2,400.00- Building finishes systems
    
    $
    2,400.00SITE:- Site pedestrian circulation systems
    
    $
    3,330.00- Site vehicular circulation systems
    
    $
    3,330.00- Site plaza materials systems
    
    $
    2,400.00- Site landscape and irrigation systems
    
    $
    1,010.00- Site security systems
    
    $
    1,010.00- Site utility systems
    
    $
    2,490.00- Site lighting systems
    
    $
    2,000.00- Site signage systems
    
    $
    2,000.00CONSTRUCTION:- Construction implementation plan
    
    $
    2,250.00- Construction schedule
    
    $
    3,580.00- Construction phasing plan
    
    $
    3,580.00- Construction preliminary cost
    
    $
    1,660.00$
    66,500.00
 4 of 5




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##### 



City of West Palm Beach
City Center Project
Phase II  Schematic Design
Fee by Task
March 21, 2005
 Cost
    
    
    Sub-TotalPer
    
    
    Per TaskPhases & Tasks
    
    Task
    
    
    Group14. Prepare project presentation materials consisting of:- Overall site plan indicating adjacent properties
    
    $
    12,000.00- Overall site plan of project
    
    $
    840.00- Building floor plans
    
    $
    840.00- Building exterior elevations
    
    $
    840.00- Exterior perspectives
    
    $
    840.00$
    15,360.0015. Geotechnical Engineering
    
    $
    14,998.00- Subsurface exploration, Penetration Test Borings- Characterize soil profile.- Evaluate
geotechnical suitability of subsurface
compared to proposed construction.- Provide planning and preliminary engineering
recommendations for site preparation and foundation
design,
    
    
    
    
    
    $
    14,998.00Sub-Total by Hours
    
    
    
    
    
    $
    987,568.00Sub-Total by Employee Classification / Subconsultant
    
    $
    987,568.0016. Cost Estimation, pro-construction value engineering &
preparing GMP
    
    $
    170,700.00
    
    
    $
    170,700.0017. Developer reimbursable Expenses
    
    $
    30,000.00
    
    
    $
    30,000.00Total Phase II Tasks by Consultant
    
    $
    987,568.00
    
    
    $
    1,188,268.00
 5 of 5




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SCHEDULE
3B / Phase II
 PROFESSIONAL SERVICES
 Agreed Completion Dates
 Project:
    
    CITY CENTER PHASE IIRFP#
    
    #03/04-109
 Phase
    
    Agreed CompletionDatePhase II  Schematic Design
    
    140 days after execution of Amendment No. 1Delivery of Schematic Design Package
    
    unless extended by force majeure or otherreason beyond Developers control.
 [End of Schedule No. 3B/Phase II]