Services Agreement



 Exhibit 10.5 
 SERVICES AGREEMENT 
 (J.F. Shea Co., Inc.) 

THIS SERVICES AGREEMENT (this “Agreement”) is dated as of May 1, 2011 (the “Effective
Date”) is between SHEA HOMES LIMITED PARTNERSHIP, a California limited partnership, SHEA HOMES, INC., a Delaware corporation, and the parties listed on Exhibit A attached hereto (collectively, “Shea
Homes”) and J.F. SHEA CO., INC., a Nevada corporation (“JFSCI”). 
 R E C I T A L S

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

 B. JFSCI holds an interest in Shea Homes and other related entities and has historically provided management and other
services to Shea 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 Shea Homes. 
 C. The services that are presently being provided by JFSCI to Shea 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 Shea Homes and JFSCI’s historic and ongoing relationship and practices, including the payment of fees and the reimbursement of costs by Shea 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 Shea Homes
and JFSCI hereby agree as follows 
 1. Appointment. Shea 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 Shea 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 Shea 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. Shea Homes shall reimburse JFSCI for any expenses paid by the JFSCI on behalf of the Shea Homes or in
furtherance JFSCI’s obligations under this Agreement. Expenses incurred by JFSCI on behalf of Shea 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, Shea 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 Shea 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 Shea 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, Shea 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). 
 c. Shea Homes’ Default. Notwithstanding
Section 5(a), if Shea 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 Shea Homes designating such
default, then JFSCI may terminate this Agreement. If Shea 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, Shea 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 Shea Homes, or to anyone designated by Shea Homes, all such information, and take all such action as Shea Homes shall reasonably require in order to effectuate a professional,
orderly and systematic ending of JFSCI’s duties and activities hereunder. 
 e. Shea Homes’
Obligation to Pay. Unless Shea Homes terminates this Agreement by reason of JFSCI’s default, Shea 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 Shea
Homes: 
 655 Brea Canyon Road 
 Walnut, California 91789 
 Attn: Bruce Varker, CFO, Shea Homes 

To JFSCI: 
 655
Brea Canyon Road 
 Walnut, California 91789 
 Attn: James Shontere, 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). 

[Signatures on Next Page] 

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

 

			
	 SHEA HOMES LIMITED PARTNERSHIP,
 a California limited partnership

		
	By:	 	/s/    James Shontere
	Name:	 	James Shontere
	Title:	 	Secretary
		
	By:	 	/s/    Robert O’Dell
	Name:	 	Robert O’Dell
	Title:	 	Treasurer

  

			
	 SHEA HOMES, INC.
 a
Delaware corporation

		
	By:	 	/s/    James Shontere
	Name:	 	James Shontere
	Title:	 	Secretary
		
	By:	 	/s/    Robert O’Dell
	Name:	 	Robert O’Dell
	Title:	 	Treasurer

 JFSCI 
  

			
	 J.F. SHEA CO., INC.,
 a Nevada corporation

		
	By:	 	/s/    James Shontere
	Name:	 	James Shontere
	Title:	 	Secretary
		
	By:	 	/s/    Robert O’Dell
	Name:	 	Robert 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
Shea Homes, the following subsidiaries of Shea Homes shall also be parties to this Agreement: 
 All subsidiaries of Shea Homes Limited
Partnership 
 All subsidiaries of Shea Homes, Inc. 

  
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