MANAGEMENT CONTRACT
Exhibit (e) (2)
AGREEMENT
dated December 4, 1970, between SB Partners, a limited partnership formed under
the Partnership Law of the State of New York, having an office at 0000 Xxxxxx xx
xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Partnership”), and XXXXX, XXXXXX
REAL ESTATE CORPORATION, a New York corporation (the “Managing
Agent”).
1. Paragraph
10 (b) of the Agreement of Limited Partnership (the “Partnership Agreement”)
dated November 20, 1970, by and among Xxxxx, Xxxxxx Real Estate Corporation, as
General Partner, and Xxxxxxx X. Xxxxxxx, as Limited Partner, specifically
authorizes and empowers the General Partner, on behalf of the Partnership, to
enter into a contract pursuant to which the Managing Agent will act as the
managing agent of the Partnership in pursuance of the purposes of the
Partnership set forth in paragraph 3 of the Partnership Agreement.
2. Subject
to the direction of the General Partner, the Managing Agent agrees to perform
the following services for the Partnership:
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a)
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To
find and negotiate the acquisition of suitable investments for the
Partnership;
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b)
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To
perform the day-to-day investment and administrative operations of the
Partnership;
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c)
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To
act as the investment adviser and consultant for the Partnership in
connection with policy and investment decisions;
and
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d)
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To
prepare reports to the Partners as provided in paragraph 20 of the
Partnership Agreement.
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3. In
consideration for the services to be performed by the Managing Agent pursuant
hereto, the Partnership agrees to pay to the Managing Agent an annual fee for
each fiscal year of the Partnership equal to (x) 2% of the sum of the average
daily Aggregate Capital Investment Account and the average daily Amortization
Account of the Partnership and (y) ½ of 1% of the average daily Capital Cash
Account of the Partnership. The fee shall be calculated and payable in quarterly
installments.
4. The
Partnership shall pay all expenses of the Managing Agent incurred in the
performance of services hereunder, including without limitation expenses of
operation and administration, except for the costs of providing the office space
and facilities referred to in the next paragraph which shall be borne by the
Managing Agent. The Managing Agent shall deliver to the Partnership from time to
time such
evidence
as the General Partner may reasonably request to support all claims by the
Managing Agent for payment of its expenses.
5. The
Managing Agent shall make available, without cost to the Partnership, such
office space and facilities as may be necessary or desirable for the operations
of the Partnership.
6. The
Partnership is entering into this contract in reliance on the special
capabilities of the Managing Agent. The rights and obligations of the Managing
Agent hereunder shall be personal to it and may not be assigned, in whole or in
part, by the Managing Agent without the prior written consent of the
Partnership.
7. The
Managing Agent shall devote so much of its time to the performance of its
obligations hereunder as in its judgment is reasonably required.
8. The
Managing Agent may engage in business ventures of any nature and description
independently or with others, including but not limited to business of the
character described in paragraph 3 of the Partnership Agreement (or any part
thereof) and neither the Partnership nor any of the Partners shall have any
rights in and to such ventures or the income or profits derived
therefrom.
9. The
Managing Agent shall not be liable to the Partnership for any act or omission
performed or omitted by it in good faith in the performance of services
hereunder, but only for fraud, bad faith or gross negligence. The Partnership
shall indemnify and save harmless the Managing Agent from any loss or damage
incurred by it by reason of any act performed by it on behalf of the Partnership
or in furtherance of its interests; provided that the foregoing shall not
relieve the Managing Agent of liability for its fraud, bad faith or gross
negligence.
10. This
agreement shall continue in effect until December 31, 1972 and thereafter for
successive periods of one year each; provided, however, that either party may
terminate this agreement as of December 31, 1972 or any December 31 thereafter
by giving notice to the other party of its election to do so on or before the
October 31 next preceding the December 31 as of which it is to be
terminated.
11. All
terms used herein which are defined in Partnership Agreement shall have the same
meaning herein of the Partnership Agreement.
12. This
agreement may not be changed or terminated orally.
IN
WITNESS WHEREOF, the parties have executed this agreement.
By XXXXX,
XXXXXX REAL ESTATE CORPORATION
As General Partner
By
/s/Xxxxx X.
Xxxx
Executive
Vice President
XXXXX,
XXXXXX REAL ESTATE CORPORATION
By /s/Xxxxxx
X. Xxxxxxxx
Treasurer
