SERVICES AGREEMENT (J.F. Shea Co., Inc.)

Exhibit 10.5

SERVICES AGREEMENT

(X.X. Xxxx Co., Inc.)

THIS SERVICES AGREEMENT (this “Agreement”) is dated as of May 1, 2011 (the “Effective Date”) is between XXXX HOMES LIMITED PARTNERSHIP, a California limited partnership, XXXX HOMES, INC., a Delaware corporation, and the parties listed on Exhibit A attached hereto (collectively, “Xxxx Homes”) and X.X. XXXX CO., INC., a Nevada corporation (“JFSCI”).

R E C I T A L S

X. Xxxx Homes is a homebuilder with operations in California, Arizona, Colorado, Florida, Nevada and Washington States.

B. JFSCI holds an interest in Xxxx Homes and other related entities and has historically provided management and other services to Xxxx Homes, including, without limitation, financial, accounting, tax, human resource, investment, risk management and insurance, treasury, banking, audit, information and technology, intellectual property, marketing, licensing and legal services to Xxxx Homes.

C. The services that are presently being provided by JFSCI to Xxxx Homes, together with services that have historically been provided and that may be provided again in the future, shall be collectively referred to herein as the “Services.”

D. This Agreement shall formalize and document Xxxx Homes and JFSCI’s historic and ongoing relationship and practices, including the payment of fees and the reimbursement of costs by Xxxx Homes to JFSCI for the Services.

A G R E E M E N T

NOW THEREFORE, in consideration of the mutual promises contained herein, and further good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Xxxx Homes and JFSCI hereby agree as follows

1. Appointment. Xxxx Homes hereby retains JFSCI to perform the Services and JFSCI hereby agrees to perform the Services on the terms and conditions hereinafter set forth. JFSCI shall perform the Services in a professional manner, in accordance with good and accepted practices consistent with practices performed by others who perform services similar to the Services. The parties executing this Agreement on behalf of Xxxx Homes acknowledge and agree that they have the authority to bind each of the entities listed on Exhibit A attached hereto and that such parties shall be deemed to be a party to this Agreement as if such entities had also signed this Agreement.

2. Term. This Agreement shall commence on the Effective Date and, subject to the provisions of Section 5 respecting termination, terminate on the ten (10) year anniversary of the Effective Date. This Agreement shall be automatically renewed for successive one (1) year renewal terms, subject, however, to the provisions of Section 5 respecting termination.

3. Compensation of JFSCI. JFSCI shall be compensated as follows during the term of this Agreement:

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a. Service Fee. Historically JFSCI has not charged Xxxx Homes a fee for performing the Services, but rather it has merely been reimbursed its expenses in the manner described in Section 3(b) below. JFSCI reserves the right to charge a reasonable fee in the future provided that such fee does not exceed the fee typically charged by unaffiliated providers of services similar to the Services and in no event shall the annual fee exceed ten percent (10%) of the annual expense reimbursement due to JFSCI under Section 3(b).

b. Expenses. Xxxx Homes shall reimburse JFSCI for any expenses paid by the JFSCI on behalf of the Xxxx Homes or in furtherance JFSCI’s obligations under this Agreement. Expenses incurred by JFSCI on behalf of Xxxx Homes and other affiliates shall be reasonably prorated by JFSCI in such manner as JFSCI shall determine in good faith and in accordance with past historical practice.

4. Hold Harmless.

a. Except as provided in Section 4(b) below, Xxxx Homes shall indemnify, defend and hold harmless JFSCI from any and all actions, administrative proceedings, causes of action, charges, claims, commissions, costs, including, but not limited to, all attorneys’ fees, at both the trial and appellate levels, and other expenses of litigation, damages, decrees, demands, duties, expenses, fees, fines, judgments, liabilities, losses, obligations, orders, penalties, recourses, remedies, responsibilities, rights, suits and undertakings of every nature and kind whatsoever at law or in equity, whether meritorious or frivolous (all of said matters being herein collectively called “Claims”) arising out of or relating to the Services

b. JFSCI shall indemnify, defend and hold harmless Xxxx Homes from any and all Claims arising out of, or in any manner connected with, any criminal, willful and wanton or grossly negligent act or omission of JFSCI arising out of or relating to the Services.

5. Termination.

a. Without Cause. During the term of this Agreement, any party may terminate this Agreement with respect to such party upon three hundred sixty-five (365) days’ prior written notice to the other parties hereto.

b. JFSCI Default. Notwithstanding Section 5(a), (i) if JFSCI shall default in the performance of any of JFSCI’s obligations under this Agreement and such default shall continue for sixty (60) days after written notice from Xxxx Homes to JFSCI designating such default, or if such default cannot be cured within a sixty (60) day period, if JFSCI has not commenced such cure and is not diligently pursuing such cure during such sixty (60) day period, Xxxx Homes may terminate this Agreement by written notice to JFSCI given at any time thereafter while such default shall be continuing, in which event this Agreement shall terminate upon the giving of such notice (unless such notice shall specify that such termination shall be effective at a later date, in which event the term shall terminate upon the later date so specified).

x. Xxxx Homes’ Default. Notwithstanding Section 5(a), if Xxxx Homes shall default on its obligation to make any payment to JFSCI pursuant to this Agreement and such default shall continue for ten (10) days after written notice from JFSCI to Xxxx Homes designating such default, then JFSCI may terminate this Agreement. If Xxxx Homes shall default in the performance of any of its other obligations under this Agreement, then the notice and cure periods referenced in Section 5(b) above shall apply (except that JFSCI shall be required to deliver notice, Xxxx Homes shall be required to cure and JFSCI shall have the right to terminate).

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d. Duties after Termination. Notwithstanding the termination of this Agreement under this Section 5, JFSCI shall furnish to Xxxx Homes, or to anyone designated by Xxxx Homes, all such information, and take all such action as Xxxx Homes shall reasonably require in order to effectuate a professional, orderly and systematic ending of JFSCI’s duties and activities hereunder.

x. Xxxx Homes’ Obligation to Pay. Unless Xxxx Homes terminates this Agreement by reason of JFSCI’s default, Xxxx Homes shall immediately pay to JFSCI all sums due JFSCI under this Agreement up to the effective termination date.

6. Notices. All notices required or permitted by any party under this Agreement shall be served upon any party by (a) personal delivery, (b) by United States mail, postage prepaid, by registered or certified mail, return receipt requested, (c) by facsimile or email followed by a written notice sent in accordance with (a), (b) or (d), or (d) by overnight courier, addressed to the respective parties at their respective addresses as set forth below:

To Xxxx Homes:

000 Xxxx Xxxxxx Xxxx

Xxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxx Xxxxxx, CFO, Xxxx Homes

To JFSCI:

000 Xxxx Xxxxxx Xxxx

Xxxxxx, Xxxxxxxxxx 00000

Attn: Xxxxx Xxxxxxxx, CFO, JFSCI

Delivery shall be deemed complete on the earlier of actual receipt if personally delivered, or upon completion of transmission if by facsimile or email, two (2) postal delivery days after mailing, or one (1) business day after deposit with an overnight courier. The addresses to which notices and demands shall be delivered or sent may be changed from time to time, by notice served as provided above by any party to the other parties.

7. Miscellaneous.

a. No Joint Venture. Nothing herein shall be deemed or construed to create any partnership, joint venture or other form of joint enterprise between the parties hereto.

b. Agreement Not Assignable. This Agreement is personal in nature, and neither party may, without the express prior written consent of the other party, assign or transfer its rights hereunder, nor permit any assignee or transferee to assume its obligations hereunder. Notwithstanding the foregoing, JFSCI may assign this Agreement to an affiliate or other party that is under the same management or control as JFSCI.

c. Entire Agreement and Binding Effect. This Agreement shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof and supersede all prior written and oral representation and statements between the parties. No modification or amendment of this agreement shall be effective unless made by supplemental agreement in writing, executed by both of the parties hereto. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and to the extent assignment does not violate the provisions of Section 7(b) hereof, upon their respective successors and assigns.

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d. California Law. This Agreement is made under and shall be governed by the internal laws of the State of California without reference to choice of law or conflicts of law provisions. Any court of competent jurisdiction within the State of California shall be the proper forum for bringing an action to enforce or construe the provisions of this Agreement. If any court of competent jurisdiction is unable to construe any provision of this Agreement or holds any part thereof to be invalid, such holding shall in no way affect the validity of the remainder of this Agreement.

e. Counterparts. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original, and counterpart signature pages may be detached and assembled to form a single original document. This Agreement may be executed and delivered by the exchange of electronic facsimile or email copies of counterparts of the signature page, which shall be considered the equivalent of ink signature pages for all purposes.

f. Attorneys’ Fees. In any action at law or in any other proceeding to enforce any of the provisions or rights under this Agreement, the prevailing party shall be entitled to costs, expenses, and reasonable attorneys’ fees (including, without limitation, costs, expenses, and fees in connection with any appeal).

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IN WlTNESS WHEREOF, Xxxx Homes and JFSCI have each caused their duly authorized officers to execute this Agreement as of the day and year first written above.

XXXX HOMES

XXXX HOMES LIMITED PARTNERSHIP, a California limited partnership
By:		/s/    Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Secretary
By:		/s/    Xxxxxx O’Dell
Name:		Xxxxxx O’Dell
Title:		Treasurer

XXXX HOMES, INC. a Delaware corporation
By:		/s/    Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Secretary
By:		/s/    Xxxxxx O’Dell
Name:		Xxxxxx O’Dell
Title:		Treasurer

JFSCI

X.X. XXXX CO., INC., a Nevada corporation
By:		/s/    Xxxxx Xxxxxxxx
Name:		Xxxxx Xxxxxxxx
Title:		Secretary
By:		/s/    Xxxxxx O’Dell
Name:		Xxxxxx O’Dell
Title:		Treasurer

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EXHIBIT A

PARTIES TO THE AGREEMENT

In addition to the parties executing this Agreement on behalf of Xxxx Homes, the following subsidiaries of Xxxx Homes shall also be parties to this Agreement:

All subsidiaries of Xxxx Homes Limited Partnership

All subsidiaries of Xxxx Homes, Inc.

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