##### 



Exhibit 10.1
 
 WEST PALM BEACH COMMUNITY REDEVELOPMENT AGENCY
 CITY CENTER PROJECT
 Phase 1  Programming
 Republic Properties Corporation
 RFP #03/04-109
  SECTION 1
 AGREEMENTSECTION 2
 PROJECT; SCOPE OF WORKSECTION 3
 PROFESSIONAL SERVICES FEESECTION 4
 PROFESSIONAL SERVICESSECTION 5
 TERMSECTION 6
 SMALL BUSINESS PROGRAM ORDINANCE GOALSECTION 7
 TEAMSECTION 8
 PROJECT MANAGERSECTION 9
 TERMS AND CONDITIONSSECTION 10
 HEADINGS, CAPTIONS, TITLESSCHEDULE 1  PROJECT/SCOPE OF WORKSCHEDULE 2  PROFESSIONAL SERVICES FEE & EXPENSESSCHEDULE 3A  PROFESSIONAL SERVICES3.   Standard Professional Services3.1 Phases of Professional Services3.2 Professional Services Included3.2.1 Programming Phase3.3 Estimated Construction Costs3.4 Non-Included Additional Services3.4.1 Information Furnished by the CRA3.4.2 Material Changes by the CRA or a Governing Body3.4.3 Renderings or Models for CRA3.4.4 Alternate Bids3.4.5 Unanticipated Procurement of Other Professional Services3.4.6 Agreed Travel3.4.7 Bid Protests, Re-Bidding or Renegotiating of Contracts3.4.8 Surveys3.4.9 DEVELOPER in Proceedings3.4.10 Redesign3.5 Modifications by the CRA to the Project
 1




---



##### 



3.6 DelaySCHEDULE 3B  PROFESSIONAL SERVICESSCHEDULE
4  TERMSCHEDULE 5  SMALL BUSINESS GOAL FOR THE PROJECTSCHEDULE 6  ADDITIONAL STANDARD TERMS AND CONDITIONS6.1 Responsibilities of the CRA6.1.1 Designation of CRA Representative on Project6.1.2 Specification of CRA Requirements for Project6.1.3 Items to be Furnished upon the DEVELOPERs Request6.1.4 Access to Property6.1.5 Attendance at Meetings6.2 Availability of Funds6.3 Representations of the DEVELOPER6.3.1 Warranty of Design and Constructability6.3.2 Authority of DEVELOPER to Conduct Business6.3.3 No Solicitation6.3.4 Independent Contractor Relationship6.3.5 Personnel6.3.5.1 Non-Discrimination by DEVELOPER6.3.5.2 Fair Labor Standards Act6.3.5.3 Unauthorized Aliens6.3.5.4 Possession of Firearms6.3.6 Selection of Sub-consultants6.3.7 Absence of Arrears6.3.8 Absence of Conflicts of Interest6.3.9 State Taxes6.3.10 Obligation to Furnish Documents to the CRA6.3.11 Public Entity Crime Act6.3.12 Compliance with Laws6.4 Public Records Law6.5 Confidentiality6.6 CRAs Ownership of Documents6.7 DEVELOPERs Competitive Negotiation Act6.8 CRA of West Palm Beach Small Business Ordinance6.8.1 Small Business Program Ordinance6.8.2 Small Business Records6.9 Invoices and Audit of Records6.9.1 Invoices to the CRA6.9.2 Charges Above the Professional Fee and Supporting Records6.9.3
Significance of Final Invoice6.10 Access and Audit6.11 Insurance6.11.1 Insurance Requirements Generally6.11.2 Required Types and Amounts of Coverage6.11.3 CRA as Additional Named Insured6.12 Indemnification6.13 Successors and Assigns6.14 Communications and Notice6.15. Termination6.15.1 Right to Terminate6.15.2 Termination for Cause
 2




---



##### 



6.15.3 Termination for Convenience6.15.4 Implementation Procedures for Termination6.16 Litigation; Waiver of Jury Trial6.17 Waiver6.18 Third Party Beneficiaries6.19 Joint Preparation6.20 Severability of Provisions6.21 Entire Agreement6.22 Amendments
 3




---



##### 



Professional Services Agreement  CITY CENTER PROJECT
PHASE 1  Programming
RFP #03/04-109
 REPUBLIC-WPB CORP
     SECTION
1  AGREEMENT
  4




---



##### 



SECTION 2  PROJECT; SCOPE OF WORK
  SECTION
3  PROFESSIONAL SERVICES FEE
  SECTION 4  PROFESSIONAL SERVICES
  SECTION 5  TERM
  SECTION 6  SMALL BUSINESS PROGRAM ORDINANCE GOAL
  SECTION
7  TEAM
  5




---



##### 



SECTION 8  PROJECT MANAGER
 Steven A. Grigg Dorritt Miller
 SECTION 9  TERMS AND CONDITIONS
  SECTION 10  HEADINGS., CAPTIONS., TITLES
   6




---



##### 



ATTEST:
    
    
    
    WEST PALM BEACH COMMUNITYREDEVELOPMENT AGENCYBy:
    
    /s/ [ILLEGIBLE]
    
    
    
    By:
    
    /s/ Lois J. FrankelSecretary
    
    
    
    
    
    Lois J. Frankel, ChairCRA COUNSELApproved as to formand legal sufficiencyBy:
    
    [ILLEGIBLE]Date:
    
    10/08/04WITNESSES:
    
    
    
    REPUBLIC-WPB CORP.By:
    
    /s/ Rose Jeffrey
    
    
    
    By:
    
    /s/ Steven A. GriggPrint Name: Rose Jeffrey
    
    
    
    Print Name: Steven A. GriggTitle: PresidentDate: October 26, 2004
 7




---



##### 



SCHEDULE
1   PROJECT/ SCOPE OF WORK
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04-109
    Exhibit 1
  8




---



##### 



KEY1
Phase 1  week 1 to 82 
Phase II  week 9 to 26Project ManagementPublicCoordination with OwnerCoordination with Government AgenciesCoordination with Development TeamCoordination with Design TeamCoordination with Public Relations TeamProgram VerificationReview of Existing Programmatic InformationDevelopment of Adjacencles & Relationships: Bubble DiagramDevelopment of Project: Web-site and E-Mail LinksSmall Group Visits to Five or Six FacilitiesDevelopment of Powerpoint Presentation from TripsStakeholder Workshop/LibraryStakeholder Workshop/City HallStakeholder Workshop/MuseumStakeholder Workshop/Overall & OutdoorImperative Public Workshop/Charette 1Public Art Program DevelopmentPreparation of Building Systems NarrativeCompletion of Draft ProgramReview & Approval by West Palm Beach CouncilPrinting and Distribution of Building ProgramStudy and StrategyDevelopment of Use-Mix Market StudyPreparation of the Private Space ProgramDevelopment
of a Rental Marketing StrategyDevelop and distribute a project newsletter to communityInitiation of Concept DesignPrepare Site Survey DataPreliminary Utility Research and Coordination




---



##### 



Obtain and Review Geotechnical DataObtain and Review Environmental DataPreliminary Traffic and Pedestrian Circulation Analysis & ReportPreliminary Parking Analysis & ReportPublic Art Program DevelopmentPrepare System NarrativesStakeholder
Workshops/Charrette 2Library Alternative ConceptsCity Hall Alternative ConceptsMuseum Alternative ConceptsOverall & Outdoor Alternative ConceptsInterim Presentation to Client CommitteePreparation of Concetual Cost EstimateCompletion of Concept DesignPresentation to West Palm Beach CommissionReview and Approval by West Palm Beach Commission




---



##### 



SCHEDULE 2   PROFESSIONAL SERVICES FEE & EXPENSES
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04  109
 2.1 Professional Service Fee:
 2.2 DEVELOPER
 2.3
 Task Deliverable
    
    FeeTask I  First public workshop/charette
    
    $
    195,000.00Task 2  Second public workshop/charette
    
    $
    195,000.00Task 3
 Submittal of final Programming Report
    
    $
    195,000.00
 2.4 Administrative Expenses.
 2.5 Other Expenses.
 2.6 Releases.
 9




---



##### 



SCHEDULE 3A   PROFESSIONAL SERVICES
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04  109
 3. Standard Professional Services
  3.1 Phases of Professional Services
    3.2 Professional Services Included
  3.2.1 Programming Phase
         10




---



##### 



3.3 Estimated Construction Costs
  3.4. Non-Included Additional Services
  3.4.1 Information Furnished by the CRA
  3.4.2 Material Changes by the CRA or a Governing Body
  11




---



##### 



3.4.3 Renderings or Models for CRA
  3.4.4 Alternate Bids
  3.4.5 Unanticipated Procurement of Other Professional Services
 .
 3.4.6 Agreed Travel
  3.4.7
Bid Protests, Re-Bidding or Renegotiating of Contracts
  3.4.8 Surveys
  3.4.9 DEVELOPER in Proceedings
  12




---



##### 



3.4.10 Redesign
  3.5
Modifications by the CRA to the Project
  3.6 Delay
  [End of Schedule 3A]
 13




---



##### 



Exhibit 3-1
 Effective Date
    
    Chapter 5May 05, 2003
    
    GeneralPolicy 5-1
 TRAVEL POLICY
 AUTHORITY
  POLICY STATEMENT
  PURPOSE
  SCOPE OF APPLICABILITY
  DEFINITIONS
 A.
    
    Common Carrier  Train, bus,
commercial airline operating scheduled flights, or
rental cars.B.
    
    Immediate VicinityAn area within 20 miles
from the official headquarters to the destination.C.
    
    Official HeadquartersCity
Hall or another City location where the employee reports to
work on a normal workday.D.
    
    Travel  Authorized official business away from the immediate
vicinity.E.
    
    Travel ExpenseLodging, meals, transportation, gas purchased when using
City car, mileage when using a personal vehicle, tolls,
parking fees and other incidental expenses incurred when
traveling.
 SECTION
I AUTHORITY TO INCUR TRAVEL EXPENSES
  1




---



##### 



Chapter 5GeneralPolicy 5-1
  SECTION
II  MEAL ALLOWANCE
  Breakfast  and
 Lunch  and
 Dinner  and
  SECTION
III  TRANSPORTATION
 A.
    
    Transportation must be by a usually traveled or most direct route.
If a person travels by an indirect route or any preferred class for
ones own
convenience, the traveler will pay the extra costs.B.
    
    Transportation must be by the most economical and efficient means
of travel, keeping in mind:
 
    
    The nature of the business;
    
    The time of the traveler, impact on the productivity of the traveler cost of transportation, and other
allowable expenses; and
    
    The number of persons making the trip and the amount
of equipment or material to be transported.
 C.
    
    Mode of Transportation:Transportation must be justified on the Travel
Request form.
 1.
    
    City Vehicle  will be used by a traveler on
official business when one is available and the use is feasible.2.
    
    Planes, Trains, Buses, etc.  will be
used by a traveler when most economical and feasible. Only coach class
fare will be paid by the City.3.
    
    Rental Carmay be used by a traveler only when most economical and
absolutely necessary. Justification must be pre-approved on the Travel Request
 2




---



##### 



Chapter 5GeneralPolicy 5-1
 form.4.
    
    Privately Owned Vehicles  may be used by a
traveler on official business, in lieu of City owned vehicles or common carrier, if
pre-approved on the Travel Request form. When authorized, the
driver will be compensated for mileage at a fixed rate per mile as shown, in
Appendix 1, not to exceed the cost of travel by common carrier.
 
    
    Reimbursement will not be allowed for expenditures related to the
operation, maintenance, and ownership of the privately owned vehicle.
    
    The traveler will be compensated for miles driven on official
business.
    
    While at the travel destination, actual mileage may be allowed if driving is
necessary and a satisfactory explanation is provided.
    
    Odometer readings or mileage as published by the
Department of Transportation is required for claiming mileage.
    
    Only one person per vehicle may be compensated for mileage.
 D. If a traveler uses a common carrier and personally pays for the transportation,
proof of payment must be provided.
 SECTION IV  LODGING
   
    
    On a workday, the point of origin is the travelers residence or official
headquarters, whichever is closer to the destination
    
    On a non-work day the point of origin is the travelers residence
  3




---



##### 



Chapter 5GeneralPolicy 5-1
 SECTION
V  MISCELLANEOUS PROVISIONS AND REGULATIONS
  A.
    
    Reimbursable Expenses
 1.
    
    Reasonable taxi or shuttle fare.2.
    
    Ferry fares; and bridge, road, and tunnel tolls.3.
    
    Parking fees or emergency car storage.4.
    
    Communication expenses (Must be documented as official business).5.
    
    Gasoline and oil while driving City owned vehicles or rental
cars.6.
    
    Convention, conference or training course registration fees.7.
    
    Room taxes when documented on a hotel bill. All travelers should use the
Tax-Exempt Certificate for accommodations in Florida.
 B.
    
    Non-Reimbursable Expenses
 1.
    
    Tips and gratuities.2.
    
    Laundry and dry cleaning.3.
    
    Personal and local telephone calls.
 C.
    
    Incidental Expenses
  SECTION
VI  TRAVEL FORMS
 A. Travel Request
   4




---



##### 



Chapter 5GeneralPolicy 5-1
 B.
FN121  Direct Payment
   C.
FN118  Travel Expense Report
      D.
Local Mileage Reimbursement Report
  
    
    The driver must use a personal vehicle.
    
    The distance must be 20 miles or less
between locations.
    
    Odometer readings and justification must be provided.
 
  Lois J. FrankelMayor
 5




---



##### 



Effective Date
    
    Chapter 5February 20, 2002
    
    GeneralPolicy 5-1Appendix 1
 RATES
FOR MEALS AND MILEAGE
   Breakfast
    
    $
    5.00Lunch
    
    
    9.00Dinner
    
    
    18.00Mileage
    
    $
    .375Incidental Expenses
    
    $
    2.00
  February 20, 2002  December 31, 2002:
    
    
    .345January 1,
2003  December 31, 2003
    
    
    .36January  1, 2004
    
    
    .375




---



##### 



SCHEDULE
3B
 PROFESSIONAL SERVICES
 Agreed
Completion Dates
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04-109
 Phase
    
    Agreed Completion DatePhase 1  1. Programming
    
    60 days after CRA furnishes
items 3,4 and 6Delivery of Programming Report.
    
    listed in Section 6.1.3 of Schedule 6 of theAgreement, unless extended by force majeureor other reason beyond DEVELOPERs control.
 [End
of Schedule No. 3B]
 14




---



##### 



SCHEDULE
4
 TERM
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04-109
  [End
of Schedule No. 4]
 15




---



##### 



SCHEDULE
5
 SMALL BUSINESS GOAL FOR THE PROJECT
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04-109
  16




---



##### 



*
    
    Cross references:Businesses and business regulations ch. 22 
 Sec.
66-221. Short title.
   Sec.
66-222. Policy and purpose.
     Sec. 66-223. Definitions.
  Best value
 Bid
 Certification
 44




---



##### 



Certified
business
 Commercially
useful function
 Construction
 Contractor
 Controlled
     Days
 Debarment
 Emergency
procurement
 Goal
 Goal
setting
 Goods
 Joint venture partnership
 Large
 MB




---



##### 



Minority person
     Owned
 Practicable
 Preferential
programs
 Prime
contractor
 Procurement
code
 Procurement
goals
 Professional services
 Proposal
 Quotation
 Request for quotation
 Services
 Small business




---



##### 



a.
    
    In commodities of less than $3,500,000,00;b.
    
    In professional services of less than $3,500,000,00; orc.
    
    In construction of less than $7,000,000,00; and
  Small
business committee
 Small business listing
 Subcontractor
 Vendor
 WB
   Sec.
66-224. Scope.
      Sec.
66-225. Program administration.




---



##### 



Sec.
66-226. Implementation.
            .




---



##### 



Sec.
66-227. Waiver.
 Emergency waiver.
 Single
source waiver.
 Performance
waiver.
  Sec. 66-228. Goals.
 Annual goal.
 Annual budget detail.
 Goals
for procurements over twenty-five thousand dollars.




---



##### 



Goal setting committee
 Criteria
for bid or proposal goal establishment
     Procedure
for establishing an individual procurement




---



##### 



Quotes
for small procurements valued at $2,500,00 to $25,000.00 1
 Procurement
card and other purchases valued at less than twenty-five hundred
  Sec.
66-229, Preferential programs.
  Bid preference (for procurements over twenty-five thousand
dollars).




---



##### 



Request for proposals preference (over twenty-five thousand dollars)
  Sec.
66-230. Good faith efforts.




---



##### 



Sec.
66-231. Bid and proposals requirements.
       Sec.
66-232. Contract.




---



##### 



Sec.
66-233, Contract compliance requirements.
    Sec. 66-234, Disqualification.




---



##### 



Sec.
66-235. Documentation of small business subcontractor utilization and payment.
 
  Sec.
66-236. Certification.
 Eligibility standards for small businesses.
     Eligibility standards for minority/woman business.




---



##### 



Ownership
 Control.
    Managerial control




---



##### 



Application procedures.
 Corporations
              
  Partnerships




---



##### 



Sole
proprietors
      Application review procedures.




---



##### 



Dental
of certification
 Appeal
of certification denial
 Hearing
on appeal of certification denial
 Reciprocal
certification
 Recertification
 Decertification




---



##### 



Sec. 66-237. Graduation from small business program.
   Sec. 66-238. Small business committee.




---



##### 



61




---



##### 



SCHEDULE 6
 ADDITIONAL STANDARD TERMS AND CONDITIONS
 Project:
    
    CITY CENTER PHASE 1RFP#
    
    #03/04-109
 6.1 Responsibilities of the CRA
 6.1.1 Designation of CRA Representative on Project
  6.1.2 Specification of CRA Requirements for Project
  6.1.3 Items to be Furnished upon the DEVELOPERs Request
        6.1.4 Access to Property
  6.1.5 Attendance at Meetings
  17




---



##### 



6.2 Availability of Funds
  6.3 Representations of the DEVELOPER
 6.3.1
Warranty of Design and Constructability
  6.3.2 Authority of DEVELOPER to Conduct Business
  6.3.3 No solicitation
  6.3.4 Independent Contractor Relationship
  18




---



##### 



6.3.5 Personnel
  6.3.5.1
Non-Discrimination by Developer.
 6.3.5.2 Fair Labor Standards Act.
 6.3.5.3
Unauthorized Aliens.
 6.3.5.4 Possession of Firearms.
 19




---



##### 



6.3.6
Selection of Sub-consultants.
  6.3.7 Absence of Arrears
  6.3.8 Absence of Conflicts of Interest
  6.3.9 State Taxes
  6.3.10 Obligation to Furnish Documents to the CRA
  20




---



##### 



6.3.11 Public Entity Crime Act
  6.3.12 Compliance with Laws
  6.4 Public Records Law
  6.5 Confidentiality
  6.6 CRAs Ownership of Documents
  21




---



##### 



6.7 DEVELOPERs Competitive Negotiation Act
  6.8 City of West Palm Beach Small Business Ordinance
 6.8.1 Small Business Program Ordinance
  6.8.2 Small Business Records
  6.9 Invoices and Audit of Records
 6.9.1 Invoices to the CRA
  6.9.2 Charges Above the Professional Fee and Supporting Records
  22




---



##### 



6.9.3 Significance of Final Invoice
  6.10 Access and Audit
  6.11 Insurance
 6.11.1 Insurance Requirements Generally
  6.11.2 Required Types and Amounts of Coverage
 6.11.2.1
   23




---



##### 



6.11.2.2
 6.11.2.3
 6.11.2.4
 6.11.3 CRA as Additional Named Insured
  6.12 Indemnification
  6.13 Successors and Assigns
  6.14 Communications and Notice
   24




---



##### 



nd
  6.15 Termination
 6.15.1 Right to Terminate
     6.15.2 Termination for Cause
  6.15.3 Termination for Convenience
  25




---



##### 



6.15.4 Implementation Procedures for Termination
  6.16 Litigation; Waiver of Jury Trial
  6.17 Waiver
  26




---



##### 



6.18 Third Party Beneficiaries
  6.19 Joint Preparation
  6.20 Severability of Provisions
  6.21 Entire Agreement
  6.22 Amendments
  [End of Schedule No. 6]
 27