JOINT VENTURE PARTNERSHIP AGREEMENT
FUND VIII-IX-REIT JOINT VENTURE
THIS JOINT VENTURE PARTNERSHIP AGREEMENT (the "Agreement") is made and
entered into as of the 15th day of June, 2000, by and between WELLS OPERATING
PARTNERSHIP, L.P., a Delaware limited partnership having Wells Real Estate
Investment Trust, Inc., a Maryland corporation, as general partner ("Wells OP"),
and FUND VIII AND FUND IX ASSOCIATES, a Georgia joint venture partnership
between Wells Real Estate Fund VIII, L.P., a Georgia limited partnership, and
Wells Real Estate Fund IX, L.P., a Georgia limited partnership (the "Fund VIII-
IX Joint Venture"). Each of the parties may also be referred to herein as a
"Venturer" and together as the "Venturers."
W I T N E S S E T H :
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WHEREAS, the Fund VIII-IX Joint Venture currently owns and operates an
office building located at 15253 Bake Parkway in Orange County, California (the
"Bake Parkway Property"); and
WHEREAS, the Venturers desire to form a partnership under the Georgia
Uniform Partnership Act for the purpose of owning and operating the Bake Parkway
Property, all pursuant to the terms and conditions set forth herein;
NOW, THEREFORE, for and in consideration of the mutual covenants
hereinafter set forth, the parties hereto covenant and agree as follows:
For the purposes of this Agreement, the following defined terms shall
have the meanings ascribed thereto.
1.1 "Administrative Venturer" means the Entity responsible for the
conduct of the ordinary and usual business of the Venture and the implementation
of the decisions of the Venturers, all as is more fully set forth in Subsection
4.2 hereof. The initial Administrative Venturer shall be Wells OP.
1.2 "Agreed Value" means with respect to Contributed Property the
fair market value of such property as of the date of contribution to the Venture
as determined by the general partners of the Venturers.
1.3 "Approve," "Approved" or "Approval" means, as to the subject
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matter thereof and as the context may require, an express consent evidenced by
and contained in a written statement signed by the approving Entity. A copy of
each such written statement shall be kept at the office of the respective
Venturer and shall be available for inspection by the other Venturer upon
1.4 "Bankrupt" or "Bankruptcy" means the occurrence of one or more of
the following events:
(i) The appointment of a permanent or temporary receiver of the
assets and properties of the Venture or a Venturer, and the failure to secure
the removal thereof within 60 days after such appointment;
(ii) The adjudication of the Venture or a Venturer as bankrupt or
the commission by the Venture or a Venturer of an act of bankruptcy;
(iii) The making by the Venture or a Venturer of an assignment for the
benefit of creditors;
(iv) The levying upon or attachment by process of the assets and
properties of the Venture or a Venturer; or
(v) The use by the Venture or a Venturer, whether voluntary or
involuntary, of any debt or relief proceedings under the present or future law
of any state or of the United States.
1.5 "Capital Account" means a separate account maintained for each
Venturer in a manner which complies with Treasury Regulation Section 1.704-1(b),
as may be amended or revised from time to time.
1.6 "Capital Contributions" means the aggregate contributions to the
capital of the Venture made by the Venturers as Capital Contributions pursuant
to Subsection 3.1 hereof.
1.7 "Contributed Property" means any property contributed to the
Venture as a Capital Contribution and/or the interest of each Venturer
contributing property (excluding cash or cash equivalents) to the Venture in
1.8 "Defaulting Venturer" means any Venturer failing to perform any
of the obligations of such Venturer under this Agreement or violating the
provisions of this Agreement.
1.9 "Distribution Percentage Interests" means collectively the
interests in the income, gains, losses, deductions, credits, Net Cash Flow,
Extraordinary Receipts, as determined by Subsection 3.2 hereof, as such may be
adjusted from time to time as provided in this Agreement.
1.10 "Entity" means any person, corporation, partnership (general or
limited), joint venture, association, joint stock company, trust or other
business entity or organization.
1.11 "Extraordinary Receipts" means those funds of the Venture which
are derived from (i) the net proceeds of any casualty insurance insuring any of
the Properties or any portion thereof, to the extent not applied to the repair,
restoration or replacement of the Properties or any portion thereof as may be
Approved by the Venturers; (ii) the net proceeds of any condemnation, or any
taking by eminent domain, or any transfer in lieu thereof, of any of the
Properties, or any portion thereof, to the extent not applied to the repair,
restoration or reconstruction of any remaining portion of the Properties as may