Exhibit 10.10
SHARED SERVICES AGREEMENT
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Shared Services Agreement (the "Agreement") dated as of January 1, 2002 by and
among Xxxxx Investors L.P. ("Xxxxx"), 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, Xxxxx has been providing to the parties to this Agreement
(Xxxxx 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 Xxxxx 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:
1. SERVICES
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(a) Xxxxx 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 Xxxxx 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 Xxxxx 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) Xxxxx 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. TERM
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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 Xxxxx 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 Xxxxx, 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
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3.1 (a) In consideration of the provision of Services to the
Affiliated Entities, each Affiliated Entity shall pay to Xxxxx 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 Xxxxx 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 Xxxxx 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 Xxxxx a
timesheet (in the form prepared by Xxxxx) 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
Xxxxx and the Affiliated Entities providing services on a quarterly basis for
all reasonable out-of-pocket expenses incurred by Xxxxx or any Affiliated
Entity, on behalf of an Affiliated Entity. Such Allocated Expenses and
out-of-pocket expenses, shall be payable within thirty (30) days of the end of
each quarter annual period.
(b) The Payroll Expenses and Overhead Costs attributable to
Secretary or clerical person who shall not be required to complete time sheets
shall be allocated based on the timesheets of the executive for whom such
secretary or clerical person directly works and accounting personnel shall be
allocated based on the determination of the chief accounting officer of each
Affiliated Entity.
4. OBLIGATIONS AND RELATIONSHIP
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The relationship established hereunder between the parties
shall not be construed as a partnership, joint venture or other form of joint
enterprise. Except as specifically authorized by a party hereto, no party shall
be authorized to make any representations or to create or assume any obligation
or liability in respect or on behalf of the other party, and this Agreement
shall not be construed as constituting either party as the agent of the other
party.
5. LIMITED LIABILITY: INDEMNIFICATION
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5.1 Neither Xxxxx nor any Affiliated Entity shall be liable to
any other Affiliated Entity for any loss, claim, expense or damage, or any act
or omission performed or omitted by it hereunder so long as its act or omission
does not constitute fraud, bad faith or gross negligence. In no event shall
Xxxxx or any Affiliated Entity be liable for indirect, special consequential or
exemplary damages. Neither Xxxxx nor any Affiliated Entity providing services
shall be liable to any other Affiliated Entity for the consequences of any
failure or delay in performing any such Services if such failure
shall be caused by labor disputes, strikes or other events or circumstances
beyond such person's control.
5.2 In any action, suit or proceeding (other than an action by
or in the right of Xxxxx or any Affiliated Entity providing Services,) to which
Xxxxx or any Affiliated Entity providing Services, or any of their respective
agents or employees performing Services hereunder (the "Indemnitee") was or is a
party by reason of its performance or non-performance of Services, all
Affiliated Entities shall indemnify the Indemnitee and hold the Indemnitee
harmless from and against expenses, judgments, fines and amounts paid (with the
consent of the other party) in settlement actually and reasonably incurred by
the Indemnitee in connection therewith if the Indemnitee acted in good faith and
provided that the Indemnitee's conduct does not constitute gross negligence,
fraud or intentional misconduct. Any indemnification pursuant to this paragraph
shall be allocated among Affiliated Entities in as equitable and reasonable a
manner as is practicable.
6. CONFIDENTIALITY
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Any and all information obtained by any party in connection
with the Services contemplated by this Agreement shall be held in the strictest
confidence and not disclosed to any other person without the written consent of
the other party.
7. NOTICES
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All notices and other communications permitted or required
hereunder shall be in writing and shall be deemed given when delivered by hand
to an officer of the other party.
8. BINDING EFFECT
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This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties and their respective
successors.
9. NO THIRD PARTY BENEFICIARIES
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This Agreement is solely for the benefit of the parties hereto
and shall not confer upon third parties any remedy, claim, cause of action or
other right in addition to those existing without reference to this Agreement.
10. ENTIRE AGREEMENT
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This Agreement constitutes the entire agreement between the
parties with respect to these matters.
11. ASSIGNMENT; AMENDMENT; WAIVER
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This Agreement is not assignable except to a successor to the
business of Xxxxx or any Affiliated Entity. Neither the rights nor the duties
arising hereunder may be assigned or delegated. This Agreement may not be
amended nor may any rights hereunder be waived except by an instrument in
writing signed by the party sought to be charged with the amendment or waiver.
The failure of a party to insist upon strict adherence to any term of this
Agreement on any occasion shall not be considered a
waiver or deprive that party of the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement.
12. GOVERNING LAW
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This Agreement shall be construed in accordance with and
governed by the laws of the State of New York, without giving effect to the
provisions, policies or principles thereof relating to choice or conflict of
laws.
13. HEADINGS
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The section and other headings contained in this Agreement are
for reference purposes only and shall not affect the meaning or interpretation
of this Agreement.
IN WITNESS WHEREOF, the parties have caused in this Agreement to be duly
executed as of the date and year first above written.
XXXXX INVESTORS L.P.
By: Georgetown Partners, Inc.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
BRT REALTY TRUST
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
ONE LIBERTY PROPERTIES, INC.
By: /s/ Xxxxxxx Xxxxxxx
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Xxxxxxx Xxxxxxx
President
MAJESTIC PROPERTY MANAGEMENT CORP.
By: /s/ Xxxxxx Xxxxx
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Xxxxxx Xxxxx
President
MAJESTIC PROPERTY AFFILIATES CORP.
By: /s/ Xxxxxx Xxxx
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Xxxxxx Xxxx
President
REIT MANAGEMENT CORP.
By: /s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
President
