EXHIBIT 10.2
SHARED SERVICES
AGREEMENT
Shared Services Agreement (the
"Agreement") dated as of January 1, 2002 by and among Gould
Investors L.P. ("Gould"), a Delaware limited partnership; BRT
Realty Trust ("BRT"), a Massachusetts business trust; One Liberty
Properties, Inc., a Maryland corporation ("OLP"); Majestic Property
Management Corp., a Delaware corporation ("MPMC"); Majestic
Property Affiliates, Inc., a New York corporation ("Majestic"); and
REIT Management Corp., a New York corporation ("REIT").
WHEREAS, Gould has been providing to the parties
to this Agreement (Gould and such entities being referred to
collectively herein as the "Affiliated Entities" and individually
as an "Affiliated Entity") certain facilities and executive and
administrative services and the Affiliated Entities desire that
Gould continue to provide such facilities and services to them, on
the terms and subject to the conditions set forth
herein;
WHEREAS, one or more of the Affiliated Entities
provides facilities and services to the other Affiliated Entities
and it is the desire of the parties hereto that the provision of
such services shall continue, on the terms and subject to the
conditions set forth herein.
NOW, THEREFORE, in consideration of the
foregoing and of the mutual covenants set forth below, and other
good and valuable consideration, the parties agree as
follows:
(a) Gould has
provided and shall continue to provide to each Affiliated Entity
the following services (each a "Service" and, collectively, the
"Services"):
(i) Office
Space. A portion of the office facility currently occupied by Gould
to conduct its business, including, without limitation, utilities,
maintenance services, office furnishings and equipment, and other
associated facilities and services. The portion of the office
facility provided to each Affiliated Entity shall be reasonable in
light of the reasonable requirements of Gould and the Affiliated
Entities.
(ii)
Administration. Executive, legal, accounting, administrative and
clerical personnel and required administrative, secretarial and
clerical services including, but not limited to, office supplies
and services, payroll, payroll taxes, employee benefits, billing
and collection services, and financial reporting services
comparable to those currently provided for the Affiliated
Entities.
(iii) Mailroom
Services. All services necessary to continue current mailroom
services, including, without limitation, all licenses, postage
meters, postage accounts, postage stamps, courier and express mail
delivery services.
(iv)
Telecommunications Services. All services necessary to maintain
current telecommunications services, including, without limitation,
telephones, telephone line services, wireless telephones, wireless
services, telephone calls, facsimile equipment and related
maintenance contracts and T1 line and service for internet
communications.
(v) Computer
Services. Data processing services and personal computer services,
including without limitation data process operators and software
for use in connection with such services.
(b) Certain of
the Affiliated Entities provide the following Services to other
Affiliated Entities, which the Affiliated Entity providing such
Services shall continue to provide:
(i) Office
Space. A portion of its office facility including utilities,
maintenance services, office furnishing and equipment and other
associated facilities and services. The portion of the office
facility provided shall be reasonable in light of the reasonable
requirements of each Affiliated Entity involved in providing and
using such office facility.
(ii)
Administration. Executive, accounting, administrative and clerical
personnel, including but not limited to payroll, payroll taxes,
employee benefits comparable to those currently being
provided.
(c) Gould and
each Affiliated Entity providing Services shall use its
commercially reasonable efforts to provide the Services required to
be provided by it in a timely and efficient manner, and shall
assign to each of the Services substantially the same priority as
assigned to similar services performed in its own
operations.
2.1 The term of
this Agreement shall commence as of January 1, 2002 and shall
continue until December 31, 2002, unless earlier terminated or
extended in accordance with the provisions of this Section
2.
2.2 The term of
this Agreement will automatically be extended for additional
one-year periods unless terminated by Gould as to one or more
Affiliated Entities upon written notice given to the Affiliated
Entity to be terminated at least three (3) months prior to the
scheduled termination date.
2.3 Any one of
the Affiliated Entities, other than Gould, may withdraw from this
Agreement , at any time during the term hereof, upon three (3)
months' prior written notice to each of the other Affiliated
Entities.
3 Fees and
payment for the Services
3.1 (a) In
consideration of the provision of Services to the Affiliated
Entities, each Affiliated Entity shall pay to Gould and to any
other Affiliated Entity providing Services, on a quarterly basis,
its allocated share of the cost of all such Services ("Allocated
Expenses") based on the following formula:
(i) The total
amount paid by Gould and any other Affiliated Entity for all
salaries, payroll taxes, and benefits and all other payroll related
expenses (collectively, "Payroll Expenses") shall be determined for
each quarter annual period.
(ii) The total
amount paid by Gould and any other Affiliated Entity for all other
costs, including, without limitation, rent, utilities, cost of
supplies, mail room expenses, computer use, communication costs,
and all other operating costs (collectively, "Overhead Costs")
shall be determined for each quarter annual period.
(iii)Each
executive and administrative employee of the Affiliated Entities
performing services for more than one Affiliated Entity in any
quarter shall complete and deliver to the accounting personnel of
Gould a timesheet (in the form prepared by Gould) in which such
employee shall set forth the percentage of the employee's working
time in the applicable quarter devoted to the business and affairs
of each Affiliated Entity.
(iv) The
Payroll Expense of each employee for the applicable quarter shall
be allocated to each Affiliated Entity based on the time devoted by
such employee, as set forth in the timesheet, to the business and
affairs of any one or more Affiliated Entities.
(v) All
Overhead Costs for the applicable quarter, shall be allocated to
each Affiliated Entity by multiplying the Overhead Costs for the
quarter by a fraction, the numerator of which shall be the time
devoted by all personnel to the affairs of an Affiliated Company
and the denominator of which is the time devoted by all reporting
personnel to the affairs of all Affiliated Companies. Additionally,
each Affiliated Entity shall reimburse Gould and the Affiliated
Entities providing services on a quarterly basis for all reasonable
out-of-pocket expenses incurred by Gould or any Affiliated Entity,
on
