exv10w9



 







Exhibit 10.9




AGREEMENT FOR SERVICES




     This is an Employee Lease Agreement (hereinafter referred to as the “Agreement”), dated
effective March 1, 2006 between Performance Home Buyers, LLC (hereinafter referred to as
“Company”), and Performance Home Buyers, Inc. (hereinafter referred to as “Lessor”) both located at
4130 Linden Avenue, Suite 307, Dayton, Ohio 45432.



BACKGROUND




     Company desires to lease employees from Lessor. Such employees shall remain employees of
Lessor, unless this Agreement is terminated, in which case the employees will automatically become
employees of Company. Company recognizes that it will receive significant advantages from such an
arrangement. Accordingly, in consideration of the mutual covenants and agreements contained in this
Agreement, the parties agree as follows:



1. Term.




     This Agreement shall continue until terminated by Company upon a vote of the holders of at
least a majority of the issued and outstanding common units of membership interest of Company.



2. Effective Date.




     This Agreement shall become effective when both parties have signed this document. This
Agreement replaces and supersedes the Amended and Restated Management Agreement between Performance
Home Buyers, LLC and Performance Home Buyers, Inc., dated October 31, 2005.



3. The Employees.




     Lessor will lease the employees listed on Exhibit A (as of March 31, 2005) to the Company. The
Company shall fill out Exhibit A, either in type or print. The Lessor shall be fully responsible
for notifying all leased employees of their leased employee status.



     Company agrees to notify Lessor immediately when it decides that it is appropriate to release,
terminate, or otherwise conclude the employment of any employee. Company agrees to cooperate with
Lessor in all employment and unemployment matters. Company recognizes that these are essential
conditions of this agreement.



4. Services Provided To Company.




     Lessor shall be fully responsible for payment of all payroll, payroll taxes, collection of
taxes, unemployment insurance, and other administrative functions customarily performed by an
employer for its employees while they are performing work. Lessor shall, without regard to
payments by Company, assume such responsibilities as are required by



 









 




applicable federal Wage and Hour law for payment of wages to leased employees until such
employees are terminated from employment with Lessor. Lessor shall properly secure coverage for
workers’ compensation for employees covered under this Agreement and shall offer an employee
benefit package to all qualifying leased employees on an equal basis in accordance with benefits in
effect as of the date of this Agreement. Company shall be responsible for ensuring that all
applications and insurance enrollment forms are fully completed and returned to Lessor. Lessor
shall cooperate with and assist Company in this important endeavor. Lessor assumes all employee
liability issues for the employees leased to Company.




5. Reservation of Rights.




     In compliance with State law and Federal guidelines, Lessor shall, after consultation with
Company, through Company’s Personnel Department or its on-site supervisor:




	 	A.	 	Have a right to recruit, hire, direct and control employees;
	 
	 	B.	 	Have a right to discipline, replace, and terminate the employment of such
employees and designate the date of separation from employment;
	 
	 	C.	 	Have a right to reward, promote, reassign, evaluate and determine the wages,
hours, terms and conditions of employment;
	 
	 	D.	 	Have the right to resolve and decide employee grievances and Disputes; and
	 
	 	E.	 	Supervise and direct such employees in a reasonable manner, consistent with
the practices of similar businesses and enterprises.





     Company will maintain such sufficient direction and control over the leased employees as is
necessary to conduct the Company’s business and without which the Company would be unable to
conduct its business; discharge any fiduciary responsibility that it may have; or comply with any
applicable licensure, regulatory, or statutory requirement of Company.



6. Compensation.




     For services under this Agreement, Lessor shall be entitled to a bi-monthly fee equal to the
Lessor’s expenses incurred on the Company’s behalf, including employee payroll and benefits for
those employees of Lessor who provide services on behalf of the Company as well as all tax
liability and operating expense.



7. Waiver, Modification, or Amendment




     No waiver, modification, or amendment of any term, condition, or provision of this Agreement
shall be valid, or of any effect, unless made in writing, signed by the party to be bound or its
duly authorized representative, and specifying with particularity the nature and



 









 




extent of such waiver, modification, or amendment. Any waiver by any party of any default of
the other shall not effect, or impair, any right arising from, any subsequent default.




8. Assignment




     Lessor acknowledges that the Lessor’s services are unique and personal. Accordingly, Lessor
may not assign Lessor’s rights or delegate Lessor’s obligations under this Agreement unless Company
agrees to such assignment in writing. Company’s rights and obligations under this Agreement shall
insure to the benefit of, and shall be binding on, Company’s successors and assigns.



9. Entire Agreement




     This agreement, including any documents expressly referred to herein, contains the entire
agreement between the Lessor and the Company and supersedes and cancels any and all other
agreements, whether oral or in writing, between Lessor and Company with respect to the matters
referred to herein.


IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.




	 	 	 	 	 	 	 
	 	 	COMPANY:	 	 
	 
	 	 	 	 	 	 
	 	 	Performance Home Buyers, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ E. Randall Porter	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	LESSOR:	 	 
	 
	 	 	 	 	 	 
	 	 	Performance Home Buyers, Inc.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Peter E. Julian	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Its:
	 	Vice President