**Exhibit10.5**

 

 

**CONSULTINGSERVICES**

# **OVERVIEW**

 

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June 14, 2004

 

Mr. Art Seaver, President

Greenville First Bank

112 Haywood Road

Greenville, SC  29607

 

**Re:****                             ConsultingServices, Augusta & Cureton Streets**

 

Dear Art:

 

I am pleased to offer thefollowing consulting services for Greenville First’s new Bank facility(Project).  Cothran Properties, LLC willoversee, monitor or perform the following services and keep Greenville FirstBank N.A.(GFB) advised regarding such services:

 

1.                                       Assistin the development and administration of the Project budget based upon ownerinput and requirements.

 

2.                                       Assistand advise GFB with the design build process. Help to define the scope and costof the Project.  Assist and advise GFBin meeting the Project’s objectives in the most cost effective manner.

 

3.                                       Serveas liaison and advisor between Contractor, Architect and GFB and anygovernmental or regulatory bodies having jurisdiction over the Project.

 

4.                                       Overseethe obtaining of required licenses, permits and other approvals for constructionof the Project.

 

5.                                       AssistGFB in selecting a general contractor, architect, civil engineers and otherconstruction related firms involved in the construction of the site andbuilding.

 

6.                                       Assistand advise GFB and serve as a liaison between the architect, contractors andvendors in compiling a scope of work, preliminary drawings, create bid packagesand review the same for value engineering solutions.

 

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7.                                       Serveas GFB’s primary point of contact in dealing with the Project team, i.e.architect, contractor, testing agents and engineers and monitor,schedule and oversee their activities. Keep GFB informed of activities of the Project team.

 

8.                                       Processall draw requests from the general contractor after same is reviewed andapproved by architect.

 

9.                                       Coordinatelandscape and irrigation plan with landscape architect and GFB.

 

10.                                 Monitorthe retainage as specified in the contract documents until completion of theProject.

 

11.                                 Monitorthe general contractor’s coordination of major subcontractors such as theplumbing, electrical, and mechanical subcontractors plus monitor the generalcontractor’s ordering and schedule of delivery of items having a long leadtime.

 

12.                                 Providemonthly review of all draw requests and compare completion percentages withactual work completed.

 

13.                                 Attendand participate in progress meetings and site inspections with the contractorsand architect.

 

14.                                 Reviewall requested change orders and advise GFB regarding the same.

 

15.                                 Monitorthe status of design preparation, design reviews, and/or revisions by thearchitect to assure compliance with the Project schedule.

 

16.                                 Monitorthe progress of the work by the general contractor to assure work is proceedingpursuant to the Project schedule.

 

17.                                 Monitorand review the Project billings and estimated completion costs to assure theProject is proceeding within GFB’s Project budget.

 

The scope of servicesoutlined above contemplates bringing the Project to a finished shell, mechanicalsystems roughed in, and the exterior complete and landscaped. Areasspecifically excluded in the above scope of work would be, exterior colors andfinishes, interior design, interior finishes, furnishings, equipment, andinterior lighting.  The parties agreethat Cothran Properties, LLC is not providing any warranty as to the work doneby the general contractor, subcontractors or the architect. Furthermore,Cothran Properties, LLC shall not be held responsible for any cost overruns orother expenses which exceed the budget (whether resulting from delays inconstruction or otherwise).

 

With the servicesrendered above, it is understood that Cothran Properties, LLC will receive aconsulting fee of Seventeen Thousand Five Hundred Dollars ($17,500.00).

 

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Greenville First BankN.A. will be responsible for all costs of the Project including all costsassociated with the acquisition of the land, architectural fees, allconstruction costs, all license fees, related permit costs, and any and allother costs associated with the construction project.  The development fee will be paid as follows:

 

$7,000due and payable upon substantial completion of the site and building plans.

 

$7,000due and payable upon completion of the framing.

 

$3,500due and payable upon substantial completion of the Building shell, paving andlandscaping.

 

It is understood that theprimary responsibility of Cothran Properties, LLC is to oversee thedevelopment/construction and to provide timely and accurate reporting toGFB.  The actual construction itself andthe costs with respect thereto, are the responsibility of GFB, the generalcontractor, all subcontractors and the architects.  All decisions regarding change orders and related matters withinthe scope of this agreement which can affect the cost of the Project will bemade by GFB and implemented through Cothran Properties, LLC unless otherwiseinstructed.  By countersigning thisletter, GFB agrees to the limitation of responsibility and liability of CothranProperties, LLC.

 

Cothran Properties, LLC,its officers, directors, employees and independent contractors shall not beliable for good faith errors in judgment nor for any causes of action, claims,demands, debts, injuries or deaths suffered by an employee or any other personconnected with the development, construction, and improvement of the realproperty in that our relationship is that of agent to owner in principal only.

 

It is intended that thisletter will constitute the agreement between Greenville First Bank N.A. andCothran Properties, LLC for this Project.

 

Cothran Properties, LLCgreatly appreciates the opportunity to be of service to Greenville First BankN.A. on this Project.

 

Sincerely,

 
| **COTHRAN  PROPERTIES, LLC** |   |
|------------------------------|--------|
|                         |   |
|                         |   |
|                         |   |
| Mark A. Cothran              |   |
| Member                       |   |
|                         |   |
| :sm                          |   |

 

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| Accepted by: |   |   | Date:  |   |   |
|--------------|--------|--------|--------|--------|--------|
|         |   |   |   |
| Print Name:  |   |   |   |
|              |        |        |        |        |        |  |

 

This contract shall onlybe payable if Greenville First Bank N.A. elects to go forward with the Project.

 

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