Cost-Plus 5% Construction Management Contract between JFB Construction Holdings and Onyx OB Hotel Owner LLC, dated May 1st, 2025

Exihibit 10.3

COST PLUS 5% CONSTRUCTION MANAGEMENT CONTRACT

(STANDARD FORM)

(STANDARD FORM)

This Construction Contract (this “Contract”) is made this 28th day of April 2025 (the “Effective Date”) by and between Onyx OB Hotel Owner LLC, a limited liability company (“Owner”) and JFB CONSTRUCTION & DEVELOPMENT, INC., a Florida corporation licensed in Mississippi (“Contractor”). Each of Owner and Contractor is a “Party” and collectively, the “Parties.” Notwithstanding the designation of parties hereof, Contractor acknowledges the Site may be owned by a third party, as landlord of Owner (“Property Owner”).

3.1. Scope of Work. The “Work” is defined as the Construction Management of the remaining construction required by the Contract Documents, and Construction Plans. Without limiting the foregoing, a general description of the Work is contained in the Construction Plans and the Contract Documents.

3.2 Construction Plans. The “Construction Plans” will be provided to JFB Construction and will consist of the diagrammatic and graphic drawings showing the design, location and dimensions of the Work, including plans, elevations, sections, details, schedules and diagrams and the specifications of such drawings consisting of the written requirements for materials, equipment, construction systems, standards and workmanship for the Work. The Construction Plans have been prepared by the project engineer or architect engaged by Owner. Set forth on Exhibit A attached hereto is a description of the Construction Plans.

5.1 Contract Sum. Owner agrees to pay Contractor for completion of its Work the following sum: Five percent (5.0%) of the “Cost of Construction” (the “Contract Sum”) including all costs associated with this project as well as general conditions and overhead, subject only to additions and deductions by Change Order as specifically provided in this Contract or the other Contract Documents. As used herein, the term “Cost of Construction” shall mean the actual cost to construct and complete the Work, as may be modified by Change Orders including, without limitation, materials, supplies, labor costs, tools, equipment, management and supervision costs, fees, transportation, and facilities furnished, used or consumed, Contractor’s overhead and profit, permit costs and fees, inspection fees, tap and use fees, legal, accounting, insurance and subcontractor costs.

connection with the Project, including any contractors or vendors of Owner, so that all such work shall be completed in a timely fashion. In the event of any dispute, Contractor shall notify Owner of same.

Work is Substantially Complete, Owner and Architect shall promptly review the Work. Representatives of the Contractor shall accompany Owner and Architect in making such review. Based upon review and upon the Contractor's lists, Contractor, Owner and Architect shall compile a list of items to be completed or corrected. Items which require correction or completion and which are minor, non-material aspects of the Work, and which the completion, repair or correction of do not have a material, adverse effect or prevent or unreasonably interfere with Owner’s ability to commence any and all of its pre-opening activities, including by way of example, but not limitation: fixturing; stocking, training employees, and opening for business with the public, shall be defined as “Punch List Work”. Work “in-progress” and/or materials “on order”, which are major or material aspects of the Work shall not be considered Punch List Work; such matters constitute incomplete work. “Substantial Completion” or the date the Work is “Substantially Complete” is the date certified by Owner’s Representative when all of the following are satisfied: (A) the Work is substantially complete in accordance with the Contract Documents that Owner can occupy and utilize the Project pursuant to a temporary certificate of occupancy / an unconditional and final certificate of occupancy, (B) all governmental approvals required by Law have been obtained for each portion of the improvements in the Project, (C) if applicable, all conditions precedent to or required for the release of any and all bonds have been achieved, including the written consent of any surety, and (D) the estimated cost of all Punch List Work does not exceed five percent (5%) of the Contract Sum (the “Maximum Punch List Amount”).

Contract time. In the event that any additional work is desired by the Owner and it is so indicated in writing, other than that as above described or indicated on the Drawings and Specifications, the cost of same shall be determined either by: (1) itemized estimate and acceptance or (2) on a time and material basis with cost limited to actual cost of labor, materials, insurance and taxes plus 10% for combined overhead and profit on work performed by the Contractor's own labor. On work performed by subcontractor labor, the Contractor's percentage markup for combined overhead and profit shall be 5%. A Change Order shall include any necessary extension of time for completion.

i Bodily Injury and Property Damage: Minimum $2,000,000

Aggregate or Per Project Endorsement

Owner shall be responsible to obtain from an insurance company lawfully authorized to do business in the state where the Project is located, property insurance written on a builder’s risk, “all risks” completed value sufficient to cover the total values of the entire Project on a replacement cost basis.

Either Party may begin the mediation process by giving a written notice to the other Party setting forth the nature of the Dispute. The Parties shall attempt in good faith to resolve the Dispute by mediation within 30 days of receipt of that notice. If the Dispute has not been resolved by mediation as provided above, or if a Party fails to participate in a mediation, then the Dispute shall be resolved by binding arbitration in the City and State where the Site is situated. The arbitration shall be undertaken pursuant to the substantive laws of the State where the Site is situated and the Federal Arbitration Act, and the decision of the arbitrator(s) shall be enforceable in any court of competent jurisdiction. The Parties knowingly and voluntarily waive their rights to have their dispute tried and adjudicated by a judge or jury.

Any Party may demand arbitration as provided above by sending written notice to the other Party. The arbitration and the selection of the arbitrator(s) shall be conducted in accordance with such rules as may be agreed upon by the parties, or, failing agreement within thirty (30) days after arbitration is demanded, under the Commercial Arbitration Rules of the American Arbitration Association, as such rules may be modified by this Agreement. In any Dispute that involves more than one million dollars in damages, three arbitrators shall be used; the decision of a majority of the arbitrators shall be binding on the Parties. Unless the Parties agree otherwise, they shall be limited in their discovery to directly relevant documents. The arbitrator(s) shall resolve any discovery disputes.

The arbitrator(s) shall have the authority to award actual money damages (with interest on unpaid amounts from the date due), specific performance, and temporary injunctive relief, but the arbitrator(s) shall not have the authority to award exemplary or punitive damages, and the Parties expressly waive any claimed right to receive money damages in excess of its actual compensatory damages. The costs of arbitration, but not the costs and expenses of the parties, shall be shared equally by the Parties. If a Party fails to proceed with arbitration, unsuccessfully challenges the arbitration award, or fails to comply with the arbitration award, the other Party is entitled to costs, including reasonable attorneys’ fees, for having to compel arbitration or defend or enforce the award. Except as otherwise required by law, the Parties agree to maintain as confidential all information or documents obtained during the arbitration process, including the resolution of the Dispute.

Notwithstanding the above, the Parties recognize that certain business relationships could give rise to the need for one or more of the Parties to seek emergency, provisional, or summary relief to repossess and sell or otherwise dispose of goods and/or fixtures, to prevent the sale or transfer of goods and/or fixtures, or to protect real or personal property from injury, and for injunctive relief. Immediately following the issuance of any such relief, the Parties agree to the stay of any judicial proceedings pending mediation or arbitration of all underlying Disputes.

The agreement to arbitrate shall continue in full force and effect despite the expiration, rescission or termination of this Contract.

The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable Law in any court having jurisdiction thereof.

1300 S Dixie Highway

Lantana, FL 33462

Attn: Joseph Basile

Email: ***@***

3340 SE Federal Hwy #286

Stuart, FL 34997

Attn: Todd Marshall / Greg Babij

Email:_ todd@autoclubhouse.com________________

(B) the manner or order in which such remedies are effected; or (C) the election of remedies available to the parties whether under, by virtue of or through this Contract or by virtue of applicable Law. No action or failure to act by Owner or Contractor shall constitute a waiver of a right of duty afforded them under this Contract, nor shall such action or failure to act constitute approval of or acquiescence to a breach hereunder, except as may be specifically agreed in writing.

IN WITNESS WHEREOF, the parties have caused this Contract to be executed as of the Effective Date.

THIS CONTRACT CONTAINS A BINDING ARBITRATION CLAUSE, WHICH MAY BE ENFORCED BY THE PARTIES.