Exhibit 10.2 

**Master Property Management, Leasing**

**and Construction Management Agreement**

This MasterProperty Management, Leasing And Construction Management Agreement (“**Agreement**”) is made and entered into as of the 11th day of August, 2010, by and among Wells Core Office Income REIT, Inc., a Maryland corporation (“**WellsCore REIT**”), Wells Core Office Income Operating Partnership, L.P., a Delaware limited partnership (“**Wells Core OP**”), Wells Real Estate Advisory Services III, LLC, a Georgia limited liability company, and Wells ManagementCompany, Inc., a Georgia corporation (“**Manager**”). 

**Background**

Wells Core OP was organized to acquire, own, operate, lease and manage real estate properties on behalf of Wells CoreREIT. Owner (as defined below) intends to retain Manager to manage, coordinate the leasing of, and manage construction activities related to, some of the real estate properties acquired for the benefit of Wells Core REIT under the terms andconditions set forth herein. 

**Agreement**

**Now**, **Therefore**, in consideration of the premises and other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties agree as follows: 

1. **Definitions**.Except as otherwise specified or as the context may otherwise require, the following terms have the respective meanings set forth below for all purposes of this Agreement, and the definitions of such terms are equally applicable both to the singularand plural forms thereof: 

1.1. “**Advisor**” means Wells Real Estate AdvisoryServices III, LLC, a Georgia limited liability company, or its successor as advisor of Wells Core REIT. 

1.2. “**Affiliate**” of another Person includes only the following: (i) any Person directly or indirectly controlling, controlled by, or under common control with such other Person;(ii) any Person directly or indirectly owning, controlling, or holding with the power to vote 10% or more of the outstanding voting securities of such other Person; (iii) any legal entity for which such Person acts as an executive officer,director, trustee, or general partner; (iv) any Person 10% or more of whose outstanding voting securities are directly or indirectly owned, controlled, or held, with power to vote, by such other Person; and (v) any executive officer,director, trustee, or general partner of such other Person. The Manager shall not be deemed to control or be under common control with another Wells-sponsored program unless (i) the Manager owns 10% or more of the voting equity interests ofsuch program or (ii) a majority of the board (or equivalent governing body) of such program is comprised of Affiliates of the Manager. 

1.3. “**Conflicts Committee**” has the meaning ascribed to that term in the articles of incorporation of Wells Core REIT. 

 

 

1.4. “**Improvements**” means buildings, structures, and equipment from time to time located on the Properties and all parking and common areas located on the Properties. 

1.5. “**Lease**” means, unless the context otherwise requires, any lease or sublease made byOwner or Owner JV as landlord or by its predecessor. 

1.6. “**Management Fees**”has the meaning set forth in Section 4 hereof. 

1.7. “**Owner**” means WellsCore OP, Wells Core REIT, and each of their direct and indirect subsidiaries. 

1.8.“**Owner JV**” means any joint venture, limited liability company or other Affiliate of Owner that is controlled or managed by Owner and that owns, in whole or in part, any Improvements. 

1.9. “**Ownership Agreements**” has the meaning set forth in Section 2.3.B hereof.

1.10. “**Person**” means any natural persons, partnership, corporation,association, trust, limited liability company or other legal entity. 

1.11.“**Properties**” means all real estate properties owned by Owner or Owner JV and all tracts acquired by Owner or Owner JV in the future containing income-producing Improvements or on which Owner or Owner JV will constructincome-producing Improvements that are included on a Property Amendment to this Agreement (but does not include real estate property owned by Owner or Owner JV that is not included on a Property Amendment agreed to by Owner and Manager). 

1.12. “**Property Amendment**” means an amendment to this Agreement describing a parcel ofreal estate and an Improvement thereon (or, in the case of construction management services provided pursuant to Section 2.6, an Improvement or a planned Improvement, as the case may be) and describing the services to be provided by Manager toOwner or an Owner JV under this Agreement. 

 
 2.
**Appointment Of Manager; Services To Be Performed**. 

2.1. **Appointment of Manager**. Owner hereby engages and retains Manager as the sole and exclusivemanager of the Properties to perform such functions as are specified on the Property Amendment related to each Property and as set forth herein. Manager hereby accepts such appointment on the terms and conditions hereinafter set forth. It beingunderstood that this Agreement causes Manager to be, at law, Owner’s and Owner JV’s agent with respect to the Properties but only for the limited purposes set forth on the Property Amendments and otherwise expressly set forth herein uponthe terms contained herein. Owner represents that it has authority to grant such agency power. Nothing herein shall obligate Owner to enter into any Property Amendment. 

 
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2.2. **Dealings with Advisor**. Unless Owner specifically informs Manager to the contrary, Advisor may perform any of the obligations or exercise any of the rights of Owner or Owner JV under thisAgreement; provided that any actions that Advisor takes on behalf of Owner pursuant hereto are subject to the terms of the agreements between Advisor and Owner, and this Section 2.2 does not expand or modify the authority of Advisor to act onbehalf of Owner. No Property Amendment shall be entered into by Owner without the approval of Owner’s Board of Directors (or a committee of the board authorized to give such approval). 

 
 2.3.
**General**. 

A. Efforts of Manager. Manager agrees to perform its duties under this agreement and to use reasonable commercial efforts to enhance the Properties’ ability to generate income. Manager’sservices are to be of scope and quality not less than those generally performed by professional managers of other similar properties in the areas in which Properties are located. Manager shall make available to Owner and any Owner JVs the fullbenefit of the judgment, experience and advice of the members of Manager’s organization and staff with respect to the policies to be pursued by Owner and Owner JVs relating to the management, operation, leasing, construction and/or buildout ofthe Properties. 

B. Ownership Agreements. Manager has received copies of agreements oflimited partnership, joint venture partnership agreements and operating agreements of Owner and its Affiliates as well as the articles of incorporation, bylaws, and registration statement on Form S-11 (no. 333-107066) of Wells Core REIT,including all prospectus supplements and post-effective amendments thereto (collectively, the “**Ownership Agreements**”) and is familiar with the terms thereof. Advisor agrees to obtain and review copies of all mortgages on allProperties and inform Manager of any restrictions relating to property use thereof. Manager will use reasonable care to avoid any act or omission which, in the performance of its duties hereunder, in any way conflicts with the terms of the OwnershipAgreements or the mortgages in the absence of the express direction of the Conflicts Committee, and Manager shall promptly notify Owner if any such conflict arises. 

2.4. **Specific Duties as Property Manager**. Manager’s duties as property manager for any of theProperties indicated on a Property Amendment as being subject to the management services as provided herein include the following: 

A. Monies Collected. Manager will collect all rent and other monies from tenants and any sums otherwise due Owner or Owner JV with respect to the Properties in the ordinary course of business inaccordance with the terms and conditions of all leases and other agreements for the use and occupancy of the Properties, including any other charges that may become due at any time from any tenant or from others for services provided in connectionwith the use and occupancy of the Properties. In collecting such monies, Manager will inform tenants of the Properties that all remittances are to be in the form of a check, 

 
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money order or wire transfer. Owner authorizes Manager to request, demand, collect and receipt for all such rent and other monies and to institute legal proceedings in the name of Owner or OwnerJV for the collection thereof and for the dispossession of any tenant in default under its Lease. All monies so collected shall be deposited in an Account (as defined in Section 2.4.K(1)). Manager shall not write-off any income items withoutthe prior approval of Owner. 

B. Lease and Mortgage Obligations. Manager will performall duties of the landlord under all Leases insofar as such duties relate to operation, maintenance, and day-to-day management. Manager will also provide or cause to be provided, at Owner’s or Owner JV’s (as appropriate) expense, allservices normally provided to tenants of like premises, including where applicable and without limitation, gas, electricity or other utilities required to be furnished to tenants under leases, normal repairs and maintenance, and cleaning andjanitorial service. Manager shall use its commercially reasonable efforts to comply with the terms and conditions of all Leases and shall promptly advise Owner of any material breaches. Manager shall also perform all covenants and obligationsrequired to be performed under the provisions of all mortgages, deeds of trust, deeds to secure debt or other like instrument to the extent that the performance of such covenants and obligations are within the day-to-day control of Manager or as maybe requested by Owner. 

C. Building Inspections. Conduct complete inspections of theProperties and the surrounding common areas and all of their mechanical facilities as is prudent to determine that the same are in good order and repair, but no less frequently than once per calendar quarter during the term of this Agreement;provided, however, that any Properties subject to triple-net leases need only be inspected semi-annually. 

D. Maintenance. Manager will cause the Properties to be maintained in the same manner as similar properties in the area. Manager’s duties and supervision in this respect include, withoutlimitation, cleaning of the interior and the exterior of the Improvements and the public common areas on the Properties and the making and supervision of repairs, alterations, and decoration of the Improvements, subject to and in strict compliancewith this Agreement and the Leases. 

E. Limitations on Expenditures. Manager will notincur any costs other than those estimated in any approved budget or approved pro forma statements or as otherwise specified in a Property Amendment except for: 

(1) costs incurred in emergency situations in which action is immediately necessary for the preservationor safety of a Property, or for the safety of occupant or other person (or to avoid the suspension of any necessary service of the Property); 

 
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(2) expenditures for real estate taxes and assessments that exceed the amount budgeted but only to the extent that such additional amounts are the result of a tax rate increase, property valuereassessment or other assessment that occurs after the preparation of the budget; 

(3)maintenance and repair costs that are individually under $10,000 (unless a different amount is specified in a Property Amendment) so long as such costs in the aggregate do not exceed the amount budgeted for such items by more than 5%; and

(4) maintenance supplies calling for an aggregate purchase price of less than $5,000, unlessa different amount is specified in a Property Amendment. 

F. Notice of Violations.Manager will forward to Owner promptly upon receipt all notices of violation or other notices from any governmental authority, and board of fire underwriters or any insurance company, and shall make such recommendations regarding compliance withsuch notice as shall be appropriate. 

G. Personnel. Any personnel Manager hires tomaintain and operate a Property shall be the employees or independent contractors of Manager and not of Owner or Owner JV. Manager agrees to use due care in the selection and supervision of such employees or independent contractors. Manager isresponsible for the preparation of and shall timely file all payroll tax reports and timely make payments of all withholding and other payroll taxes with respect to each employee. 

H. Utilities, Supplies and Services. Manager shall enter into or renew, in the name and on behalfof Owner, contracts for electricity, gas, steam, landscaping, fuel, oil, maintenance and other services as are customarily furnished or rendered in connection with the operation of similar properties in the area and shall order all necessarysupplies and equipment required for the proper operation, maintenance and repair of the Properties; 

I. Tenant Complaints. Manager shall maintain business-like relations with the tenants of the Properties and respond to tenant complaints in a prudent, businesslike manner. Manager shall maintain arecord of tenant complaints and Manager’s response to such complaints which record shall be available for review by Owner. 

J. Signs. Manager shall place and remove, or cause to be placed and removed, such signs upon the Properties as Manager deems appropriate, subject, however, to the terms and conditions of the Leasesand to any applicable ordinances and regulations. 

 
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 K.
Banking Accommodations. 

(1) Operating and Maintaining Bank Accounts. Manager shall establish and maintain one or moreseparate checking accounts (each, an “**Account**”) in the Owner’s or Owner JV’s (as appropriate) name for funds relating to the Properties. All monies deposited from time to time in each Account shall be and remain theproperty of Owner or Owner JV (as appropriate) and shall be withdrawn and disbursed by Manager for the account of Owner or Owner JV (as appropriate) only as expressly permitted by this Agreement for the purposes of performing the obligations ofManager hereunder. No monies collected by Manager on Owner’s or Owner JV’s behalf shall be commingled with funds of Manager. Each Account shall be maintained, and monies shall be deposited therein and withdrawn therefrom, in accordancewith the following: 

(a) All sums received from rents and other income from the Propertiesshall be promptly deposited by Manager in an Account. All checks drawn to the order of Owner, Owner JV, or Advisor should be endorsed by Manager for deposit only and deposited in an Account. 

(b) Manager shall have the right to designate two or more persons who shall be authorized to draw againsteach Account, but only for purposes authorized by this Agreement. Manager may not under any circumstances write a check on an Account payable to or in favor of Manager or any Affiliate of Manager other than (i) to reimburse itself forexpenditures made on behalf of the Properties, and (ii) to pay itself the Management Fees payable hereunder, provided that any such expenditure, reimbursement or Management Fee shall be reflected in the monthly operating statement provided withrespect to the month in which such expenditure or reimbursement is paid, and all proper procedures for payment have been followed. 

(c) All sums due to Manager hereunder, whether for compensation, reimbursement for expenditures, or otherwise, as herein provided, shall be a charge against the operating revenues of the Properties andshall be paid and/or withdrawn by Manager from an Account in accordance with the terms of the approved budgets or pro formas and to the extent funds are available therefor after taking into account other required expenses of the Properties;provided, that if Manager has received a notice in accordance with Section 7.1 that it is in default of any material provision hereof and has not cured such default within ten (10) business days, then Manager shall refrain from and beprohibited from withdrawing funds from an Account pursuant to this Subsection 2.4.K(1)(c) 

 
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until such default is cured and Owner has consented to a normal resumption of the activity provided for in this Subsection 2.4.K(1)(c). In the event that Manager determines that there areinsufficient funds in the Accounts for the Properties to pay sums due to Manager hereunder and to pay the other expenses of the Properties, then Manager shall notify Owner in writing and Owner shall promptly make sufficient funds available tosatisfy such obligations. 

(d) Unless otherwise directed by Owner, by the 30th day of thefirst month following each calendar quarter, Manager shall forward to Owner or Owner JV net operating proceeds from the preceding quarter, retaining at all times, however a reserve for each Property as specified on the Property Amendment relatedthereto, in addition to any amounts otherwise provided in the budget as approved by the Owner to meet unbudgeted contingencies. 

(2) Closing Bank Accounts. All items relating to bank account closings are to be coordinated through Owner. Manager is required to process cash activity in accordance with any applicabletermination agreement, purchase and sale agreement, merger agreement, etc. Manager is responsible for final bank account reconciliation at the time of close out or transfer of the account. 

(3) Bank Account Statements & Reconciliation. 

(a) Bank account statements will be delivered (via U.S. Mail) to a mailing address stipulated by Managerdirectly from the banking institution to the Manager’s accounting offices. 

(b) Managershould reconcile all bank accounts in a timely manner and make available such reconciliation(s) on request. Manager shall provide explanations for any large, unusual or recurring reconciling items along with an indication as to when they will beresolved. Bank reconciliations must be reviewed, approved, and initialed by at least one accounting supervisor independent from the individual preparing the bank reconciliation 

(c) Any issues relating to timely receipt of the monthly bank account statement (based on the establishedbank account statement cut-off date) should be directed towards the banking institution. Recurring problems relating to the timely receipt of statements should be brought to the attention of Owner. 

 
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(d) Unless Owner specifically requires otherwise, bank account service charges/fees will be set up to be billed (by the banking institution) directly to the account. 

(e) Outstanding checks (over 6 months old) should be researched and resolved in accordance withinstructions from Owner. 

(4) Failure of Depository Institution at which an Account isLocated. Manager shall have no liability to Owner for any amounts in an Account which are lost or not covered by insurance if the depository institution at which the Account is maintained fails or is otherwise placed in the control of agovernmental or quasi governmental authority and the assets of the Account are thereby forfeited in whole or in part, provided such depository institution was selected with reasonable care. 

L. Expenses. Manager shall analyze all bills received for services, work and supplies in connectionwith the maintaining and operating the Properties, pay all such bills, and pay utility and water charges, sewer rent and assessments, and any other amount payable in respect to the Properties. Manager shall use reasonable commercial efforts to payall bills within the time required to obtain discounts, if any. Owner may from time to time request that Manager forward certain bills to Owner promptly after receipt, and Manager shall comply with any such request. It is understood that the paymentof real property taxes and assessment and insurance premiums will be paid out of an Account by Manager. All expenses shall be billed at net cost (i.e., less all commissions, discounts and allowances, however designed, but excluding rebates).Additionally, Manager will be held responsible for all Property 1099 reporting to the IRS. 1099’s must be filed under Manager name and Manager taxpayer identification number (TIN), listing Manager as the “payer”. Manager will provideannually a signed declaration indicating compliance with 1099 reporting; Manager will provide this declaration to Owner with the February Reporting Package. Penalties for misfilings are not to be charged to the property, but are payable by Manager.

 
 M.
Other Cash Management Items. 

(1) To the extent funds are available in an Account, Manager shall pay the operating expenses of theProperties (including, without limitation, sums due Manager under this Agreement) and any other payments relative to the Properties as required by the terms of this Agreement. 

(2) Any interest or other income earned on the assets of an Account shall be re-deposited in the Account,and shall for federal and state income tax purposes be deemed to be income of the Owner or Owner JV. 

 
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(3) Unless the bank account structure utilizes an automated cash concentration to the Owner (e.g., zero balance account structure), amounts held in reserve should be forecasted for significantexpenditures (e.g. real estate tax payments) and must be held in interest bearing vehicles until the funds are disbursed. 

(4) If a Property has petty cash, it is the Manager’s responsibility to ensure that petty cash is reconciled to general ledger and replenished on a monthly basis. 

 
 N.
Books and Records. 

(1) General. Manager shall cause to be kept account books and records for the Properties. Booksand records must show all receipts, expenditures and all other records necessary or convenient for the recording of the results of operations of the Properties. Such account books and records shall be kept in a secure location at the office(s) whereManager normally keeps all of its records and shall be open to inspection by Owner and its representatives at any reasonable time. Upon the effective date of expiration or termination of this Agreement, all such books and records shall be forthwithturned over to Owner so as to ensure the orderly continuance of the operations of the Properties. Manager shall take necessary measures to ensure such control over accounting and financial transactions as is reasonably required to protectOwner’s and Owner JV’s assets, from theft, error or fraudulent activity on the part of Manager’s employees or other agents. Manager shall indemnify and hold Advisor, Owner, and Owner JV harmless from all such losses, including, butnot limited to, the following: 

(a) Theft of assets by Manager’s employees or otheragents; 

(b) Penalties and interest due to delay in payment of invoices, bills or other likecharges if funds of Owner or Owner JV or funds in an Account were available to make said payments and delays were not the result of any action or inaction on the part of the Owner; 

(c) Overpayment or duplicate payment of invoices arising from either fraud or error; 

(d) Overpayment of labor costs arising from either fraud or error; 

(e) A sum equal to the value of any form of payment from purveyors to Manager’s employees orassociates arising from the purchase of goods or services for the Properties; and 

 
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(f) Unauthorized use of facilities by Manager’s employees or associates. 

(2) Charts of Accounts. The format of all financial reports, documents and other statements prepared by Manager pursuant to this Agreement shall utilize the format required by Owner, as the samemay be changed by Owner from time to time. 

(3) Fixed Asset Accounting. For Propertiesin portfolios requiring maintenance of fixed asset accounting detail and related depreciation (as specified in the Accounting Policies), Manager will be required to maintain and submit to Owner on a monthly basis, a detailed schedule of all fixedasset additions and the related depreciation/amortization and accumulated depreciation/ amortization utilizing the useful lives and various depreciation methods specified within the Accounting Policies. All such schedules shall agree to the amountsposted within the general ledger. Manager shall not be responsible for any errors in data made prior to Manager’s involvement with the data. 

(4) Periodic Meetings. As reasonably required by Owner, Manager and other personnel engaged orinvolved in the management and operation of the Properties shall meet to discuss the historical results of operations and to consider deviations from budget. 

(5) Right to Conduct Audit. Owner shall have the right to conduct an audit of the Properties’operations by using its own internal auditors or by employing independent auditors. Costs associated with conducting such audits by internal or independent auditors shall be borne by Owner or Owner JV. Should such audits result in the discovery ofeither weaknesses in internal control or errors in record keeping, these shall be communicated to the Manager in writing. Manager shall correct such discrepancies either upon discovery or within a reasonable period of time after notification.Manager shall inform Owner in writing of the action taken and to be taken to correct such audit discrepancies. If any audit conducted by or on behalf of Owner or Owner JV reveals a discrepancy in excess of ten percent (10%), and greater than$10,000, for any material line item (i.e. base rent, operating escalation income, total cleaning, total repairs and maintenance, etc.), Manager shall be responsible for the reasonable expenses of such audit. 

(6) Ownership of Books and Records. The books of accounts and all other records relating to orreflecting the operations of the Properties shall at all times be the property of Owner or Owner JV, as applicable. 

 
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O. Accounting Policies. Manager shall use the accrual method of accounting with GAAP adjustments shown below (unless and until GAAP changes): 

(1) Straight-Line Rent Adjustment – Record straight-line rent over the entire lease period on alease by lease basis 

(2) Free Rent Adjustment – Recognize any Free Rent as part of thestraight-line rent calculation on a lease by lease basis 

(3) Capitalization Policy –Capitalize any expenditure that replace, improve, or otherwise extend the economic life of an asset in excess of $5,000 for any given project. This includes tenant improvements and lease acquisition costs (leasing commissions, space planning fees,legal fees, etc) that are in excess of $5,000 

(4) Depreciation Expense – Record monthlydepreciation expense on a straight-line basis over the estimated useful life of a given asset 

(5) Amortization Expense – Record monthly amortization expense on a straight-line basis over thelife of the lease for which the cost was incurred 

(6) Other – Adopt such otheraccounting policies as Owner may direct from time to time or as specified on Exhibit A. 

 
 P.
Reporting. 

(1) Monthly Financial Reporting Package. Not later than the 20th day of each month, Manager shall cause to be delivered to Owner at least two copies of the standard reporting package and thespecific financial and property information and reports set forth on Exhibit B. Manager acknowledges that the transmittal and specific financial statements and/ or schedules required by Owner are subject to change from time to time and may varybased on specific Property or portfolio requirements. All such reports shall be in a form prescribed by the Owner. In addition, Manager shall prepare any forms required by Owner to facilitate the input of financial information into Owner’saccounting system. 

(2) Final Accounting. Following the expiration or earliertermination of this Agreement, by virtue of the termination of this Agreement by Owner or Owner JV for cause or otherwise, Manager shall nonetheless be responsible for preparing a final accounting within sixty (60) days of said expiration orearlier termination for any or all Properties subject to such termination or expiration. Such final accounting shall set forth all current income, all current expenses and all other expenses 

 
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contracted for on Owner’s or Owner JV’s behalf but not yet incurred in connection with the applicable Property(ies). The final accounting shall also include all other items reasonablyrequested by Owner. 

(3) Certification. All financial statements other than thoseaudited by the Owner’s or Owner JV’s independent public accounting firm shall be certified by an officer of Manager as true and correct in all respects and fairly presenting the financial results of the operation of the Properties.

(4) Other Reports and Statements. Manager will furnish to Owner, at Manager’sexpense, as promptly as practicable, such other reports, statements and other information with respect to the operations of the Properties as Owner may reasonably request from time to time. 

Q. Budgets and Leasing Plans. Not later than October 1 of each calendar year, Manager shallprepare and submit to the Owner for its approval an operating budget and, if Manager is also the leasing agent, a marketing and leasing plan on the Properties for the calendar year immediately following such submission. The budget and leasing planshall be in the form of the budget and plan approved by the Owner prior to the date thereof and shall note (1) how the property will be managed and leased, (2) market conditions, (3) demographics, (4) annual planned maintenanceschedule, (5) major leasing assumptions, (6) detail schedules for all revenue and expense items with assumptions, and (7) capital expenditure plans. As often as reasonably necessary during the period covered by any such budget,Manager may submit to the Owner for its approval an updated budget or plan incorporating such changes as shall be necessary to reflect cost over-runs and the like during such period. If the Owner does not disapprove any such budget within 30 daysafter receipt thereof by the Owner, such budget shall be deemed approved. If the Owner shall disapprove any such budget or plan, it shall so notify Manager within said 30-day period and explain the reasons therefor. 

R. Governmental Approvals. Obtain all governmental approvals and permits necessary for theoperation of the Properties and recommend to Owner such actions or steps as are necessary to cause the Properties to comply with any and all applicable laws, regulations, ordinances, orders and directives of federal, state or local governmentalauthorities; 

S. Coordination with Property Manager. To the extent Manager is not alsothe leasing agent performing the functions described in Section 2.5, Manager will coordinate and cooperate with the leasing agent of the respective Property(ies) to ensure the full leasing and efficient operation of the Properties. 

T. Other Actions. Manager will take such other action and perform such other functions as Manageror Owner deems advisable or necessary for the efficient and economic management, operation and maintenance of the Properties. 

 
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2.5. **Specific Duties as Leasing Agent**. Manager’s duties as leasing agent for any of the Properties indicated on a Property Amendment (and only such Properties) as being subject to the leasingagent services as provided herein include the following: 

A. Leasing Functions. Managerwill coordinate the leasing of the Properties and negotiate and use reasonable commercial efforts to secure executed leases from qualified tenants for available space in the Properties. Such leases must be consistent with form and terms approved byOwner. Manager will use its reasonable commercial efforts to bring about complete leasing of the Properties. Manager shall be responsible for the hiring of all leasing agents, as necessary for the leasing of the Properties, and to otherwise overseeand manage the leasing process on behalf of the Owner. Such duties include, without limitation, (1) the preparation and distribution of listings to potential tenants in the market, as well as to reputable and active real estate agents within areasonable effective area surrounding each Property and (2) the supplying of sufficient information to cooperating agents to enable them at all times to promote the rental of the Properties. Advisor, Owner, and Owner JV agree to refer toManager all offerings and inquiries it receives regarding leasing activity at the Properties. 

B. Advertising. Owner authorizes Manager to advertise and to place signage on the Propertiesregarding the leasing, provided, that, such signage complies with all applicable governmental laws, regulations and requirements. Manager, at its expense, will provide its marketing package, signage and a two-sided flyer. Any additional advertisingand promotion will be done at Owner’s (or Owner JV’s) expense pursuant to a program and budget agreed upon by Owner and Manager. 

C. Payments. Manager will pay such other reimbursable expenses and costs as Owner has approved and deems advisable or necessary for the efficient and economic leasing of the Properties. 

D. Coordination with Property Manager. To the extent Manager is not also the property managerperforming the functions described in Section 2.4, Manager will coordinate and cooperate with the property manager of the respective Property(ies) to ensure the full leasing and efficient operation of the Properties. 

E. Other Actions. Manager will take such other action and perform such other functions as Manageror Owner deems reasonably advisable or necessary for the efficient and economic leasing of the Properties. 

2.6. **Specific Duties as Construction Manager**. Manager’s duties as construction manager for any of the Properties indicated on a Property Amendment (and only such Properties) as being subjectto the construction management services as provided herein include the following: 

 
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 A.
General. 

(1) The Manager shall secure or assist in securing all licenses, registrations, or permits required by law and shall comply with all ordinances, laws, orders, codes, rules, and regulations pertaining tobuilding of an Improvement or the services described herein. 

(2) In the event a project issuspended for a period of more than thirty (30) days, Manager shall have the right to re-assign the personnel managing such project to other projects, and upon resumption of the project, the Manager shall be given a reasonable amount of time toassign new personnel to the management of the project. In addition, the compensation of the Manager shall be equitably adjusted to account for the suspension of services. If the project is abandoned at any time for any reason, Owner shall giveManager written notice of such decision, and Owner shall pay the Manager for amounts due under this Agreement through the date of abandonment, and for any costs, expenses and damages incurred by Manager as a result of the abandonment of the project.

(3) Manager shall enter into or renew, in the name and on behalf of Owner, in its capacity asconstruction manager, contracts for capital repairs and maintenance as well as vendor contracts; provided that any such contract entry or renewal shall be subject to the reasonably anticipated payments under such contracts being either within thescope of the approved budget for such year for the applicable Property or being specifically approved in writing by Owner. 

B. Duties with Respect to New Construction, Tenant Improvements, and Redevelopments. Manager will perform the following duties for construction of Improvements on undeveloped land (“**NewConstruction**”) and for construction of Improvements that are to be made at the direction of, or in conformity with Lease obligations to, tenants (“**Tenant Improvements**”) or for the improvement to Improvements that change thesize or nature of such Improvements or for the redevelopment of Improvements (collectively, “**Redevelopments**”): 

(1) Provide updated and detailed project budgets to the Owner. 

(2) Arrange for, coordinate, supervise and advise the Owner with respect to the selection of architects, contractors, design firms and consultants, and the execution of design, construction and consultingcontracts. 

(3) Review design documents, and drafts thereof, submitted by the architect orother consultants, and notify Owner in writing of any mistakes, errors or omissions that the Manager observes in the documents 

 
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and any recommendations it may have with respect to such mistakes, errors or omissions. 

(4) Evaluate and make recommendations to the Owner concerning cost estimates prepared by others. 

(5) Review and evaluate proposed schedules for construction. 

(6) Procure subcontractors through a minimum of three quotes for any jobs estimated to involve in excess of $50,000. 

(7) Coordinate the work of subcontractors. 

(8) Monitor the progress of construction. 

(9) Endeavor to identify any deficiencies in the work performed by subcontractors. 

(10) Provide Owner with monthly written status reports. 

(11) Advise the Owner with respect to alterations and modifications in any design documents submitted bythe architect or other consultants that may be in the Owner’s interest, including obtaining advantages in terms of cost savings, scheduling, leasing, operation and maintenance issues and other matters affecting the overall benefit of theproject. 

(12) Review and advise Owner on change order proposals and requests for additionalservices submitted to the Owner. 

(13) Schedule, coordinate, and attend necessary orappropriate project meetings. 

(14) Monitor and coordinate punch list preparation andresolution by the subcontractors. 

(15) Make recommendations to Owner concerning, and monitor,the use of the site by subcontractors, particularly as it relates to staging and storage, ingress and egress, temporary signage, fencing, barricades, restrictions on hours of operation, safety considerations and similar considerations. 

(16) Coordinate, monitor, supervise and advise the Owner with respect to preparation, execution,completion and filing of project-related documents, including, but not limited to, contracts, permit applications, licenses, certifications, zoning requirements, land use restrictions, governmental filings applicable to the Project and any othersimilar documents. 

 
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(17) Review and advise the Owner with respect to draw requests submitted on the project. 

(18) Upon completion of construction, walk the completed New Construction, Tenant Improvements, or Redevelopments with the Owner to ensure that everything has been completed in accordance with thespecifications. Manager shall cause the subcontractors to repair or replace any items that are determined to be deficient during this walk. 

(19) As instructed by the Owner, perform additional related project management functions. 

(20) Collect warranties and operation manuals, certificates, guarantees, as-builts and any similar documentation for the benefit of the Owner. 

C. Duties with Respect to New Construction and Redevelopments. Manager will perform the followingduties with respect to New Construction and Redevelopments: 

(1) Provide Owner with a budgetfor each Improvement to be built prior to beginning construction of the respective Improvement. 

(2) Meet on a regular basis with Owner’s leasing agents and representatives of prospective tenants.

(3) Arrange for, coordinate, supervise and advise the Owner with respect to variousdevelopment services prior to design and construction of the Project, including due diligence, site investigations, land use and zoning matters, and similar development services. 

D. Duties with Respect to Tenant Improvements. Manager will perform the following duties related toTenant Improvements: 

(1) Arrange for and supervise the performance of all installations andimprovements in space leased to any tenant which are either expressly required under the terms of a Lease of such space or which are customarily provided to tenants. 

(2) Meet with tenants and prospective tenants and their architects, engineers, consultants andcontractors to facilitate design and construction of leasehold improvements. 

(3) Maintainseparate files as to each tenant, and thereby document the entire design and construction process for each tenant. 

(4) Compile and disseminate such data regarding each tenant as Owner may reasonably require. 

 
16 

 

E. Duties with Respect to Tenant Directed Improvements. Manager will perform the following duties for construction of Improvements that are to be made by or under the supervision of tenants(“**Tenant Directed Improvements**”) 

(1) Schedule, coordinate, and attendnecessary or appropriate project meetings. 

(2) Review and evaluate lease exhibit languagethat identifies the scope and nature of tenant construction of the Tenant Directed Improvements. 

(3) Meet with tenants and prospective tenants and their architects, engineers, consultants and contractors to facilitate design and construction of Tenant Directed Improvements. 

(4) Review tenant construction documents for compliance with landlord criteria and requirementsapplicable to the Tenant Directed Improvements. 

(5) Review and evaluate proposed schedulesfor tenant construction. 

(6) Coordinate delivery of shell space to tenants for constructionof Tenant Directed Improvements. 

(7) Observe tenant construction with attention to adherenceof actual construction with construction documents. 

(8) Evaluate and make recommendations toOwner concerning the coordination of tenant work and any landlord work. 

(9) Makerecommendations to Owner concerning, and monitor, the use of the site by tenant contractors, particularly as it relates to staging and storage, ingress and egress, temporary signage, fencing, barricades, restrictions on hours of operation, safetyconsiderations and similar considerations. 

(10) Monitor the progress of tenant construction,and verify such key aspects of tenant construction such as compliance with scheduling requirements, compliance with rules and regulations of the Owner, verifying the tenant has obtained proper permits, etc. 

(11) Serve as an information conduit to the Owner from the tenants’ consultants and contractors whenquestions arise as to matters at the project site, and ensure that questions and issues are being addressed in a timely manner. 

 
17 

 

(12) Ensure that tenant design and construction properly ties into building systems and does not adversely affect their proper operation. 

(13) Review and make recommendations to Owner concerning any requests by tenants for draws againstallowances established by Owner or Owner JV. 

(14) Maintain separate files as to each tenant,and thereby document the entire design and construction process for each tenant. 

(15) Compileand disseminate such data regarding each tenant as Owner may reasonably require. 

 
 3.
**Expenses**. 

3.1. **Owner’s Expenses**. Except as otherwise specifically provided, all costs and expenses incurred hereunder by Manager in fulfilling its duties to Owner and Owner JV shall be for the accountof and on behalf of Owner and Owner JV. Such costs and expenses may include reasonable wages and salaries and other employee-related expenses of all on-site and off-site employees of Manager who are engaged in the operation, management, maintenance,leasing, construction, or access control of the Properties, including taxes, insurance and benefits relating to such employees, and legal, travel and other out-of-pocket expenses which are directly related to the management of specific Properties.Manager shall also allocate a portion of its office, administrative and supplies expense to the extent directly related to the foregoing reimbursable expenses. All costs and expenses for which Owner or Owner JV is responsible under this Agreementshall be paid by Manager out of an Account. In the event said account does not contain sufficient funds to pay all said expenses, Owner or Owner JV shall fund all sums necessary to meet such additional costs and expenses. 

3.2. **Manager’s Expenses**. Manager shall, out of its own funds, pay all of its general overheadand administrative expenses not allocable pursuant to the second or third sentence of the preceding Section 3.1. 

4. **Manager’s Compensation**. For the services provided related to each Property included on a Property Amendment, Owner will pay Manager a fee (collectively, the “**ManagementFees**”) as provided in this Section 4. 

4.1. **Property Management Fee**. Foreach Property for which Manager provides property management services, Owner shall pay Manager a management fee as set forth in the Property Amendment which will be based on the gross monthly income actually collected from each Property for thepreceding month. For all purposes hereof, “**gross monthly income**” shall mean the total gross monthly collections received from a Property, including, without limitation, rents (and any interest or penalties accrued thereon), andmiscellaneous gross income items of Owner, as applicable; provided, however, “**gross monthly income**” specifically excludes: 

 
18 

 

A. Interest paid on any depository accounts, including all Accounts and any Accounts holding security deposits; 

B. Security deposits unless and not until such deposits are applied as rental income upon termination of alease; 

C. Parking revenues when a third party operator is engaged, sales taxes, taxes paid inlieu of ad valorem taxes, and termination payments, except to the extent of previously uncollected rent or termination payments based in part on and to the extent of the remaining rent payable pursuant to a lease terminated prior to its statedexpiration date; 

D. Imputed revenue related to employee occupied Improvements or spaces andspace allocated or utilized for administrative purposes such as office use or model Improvements; 

E. Rents paid in advance of the due date until the month in which such payments are to apply as rental income; 

F. Monies collected for any capital items that are paid by tenants (such as tenant finish or otherimprovements); and 

G. Proceeds from a sale, refinancing, condemnation, hazard or liabilityinsurance, title insurance, tax abatement awards of all or any portion of a Property, other than rental loss insurance payments. 

Unless otherwise directed by Owner, Manager shall be entitled to withdraw its compensation pursuant to this Section directly from an Account monthly in arrears, on the tenth (10th) day of eachcalendar month, except for the reporting period during which this Agreement is terminated, in which case Owner will pay Manager the prorated fees due to Manager for the month of termination. 

4.2. **Leasing Commissions**. For each Property for which Manager provides leasing agent services,Owner shall pay Manager fees as follows: 

 
 A.
Leasing Commissions. 

(1) New Lease Commission. For each Property for which Manager serves as leasing agent, Owner willpay Manager, for each new tenant lease entered into during the term hereof, a commission equal to the percentage specified in the related Property Amendment of the Rent payable during the term (not to exceed ten (10) years). No commission shallbe payable as to any portion of the initial term beyond ten (10) years. As used herein, “**Rent**” is defined as the total base rental and operating expenses (but excluding future increases in operating expenses) actually to bepaid to Owner by the tenant during the applicable term of the lease; and the calculation of the total base rental specifically incorporates, at a value of zero, any installments of base rental that the tenant is not required to

 
19 

pay as an inducement to enter into the lease (i.e. free rent). Payments shall be as negotiated between the Owner and Manager and as set forth on the Property Amendment. 

(2) Renewal Commissions. Owner shall pay to Manager a commission equal to the percentage specifiedin the related Property Amendment of the Rent to be paid by the tenant during the term of any renewal or extension of any tenant lease; provided, however, that no commission shall be payable as to any portion of such renewal orextension term beyond ten (10) years. For purposes of this subsection 4.2.A(2), a renewal shall include (i) a renewal of any tenant lease in a Property pursuant to a new agreement that is executed during the term of this Agreement and(ii) a renewal of an existing tenant lease pursuant to a new agreement that is executed during the term of this Agreement and prior to the expiration of the term of the existing tenant lease. Renewal commissions shall be paid out withinthirty (30) days of the execution of the applicable renewal or extension. 

(3)Expansion Commissions. Owner shall pay to Manager a commission equal to the percentage specified in the related Property Amendment of the Rent to be paid by the tenant with respect to expansion space in a Property for the remaining portion ofthe initial lease term; provided, however, that no commission shall be payable as to any portion of the remainder of such lease term beyond ten (10) years. For purposes of this subsection 4.2.A(3), an expansion shall include(i) an expansion of any tenant lease in the Property pursuant to a new agreement that is executed during the term of this Agreement and (ii) an expansion of an existing tenant lease pursuant to a new agreement that is executed during theterm of this Agreement and prior to the expiration of the term of the existing tenant lease. Expansion commissions shall be paid out within thirty (30) days of the execution of such expansion. 

(4) Co-Brokerage. As the exclusive leasing agent for the Properties, Manager shall cooperate withany independent, affiliated or non-affiliated licensed real estate brokers or agents and may offer co-agency but not sub-agencies with respect to the leasing of the Properties. Notwithstanding any language to the contrary contained in thisSection 4.2 providing for a fee or commission to be paid to Manager, in the event that any such independent, affiliated or non-affiliated brokers participates, in good faith (and has a rightful claim to a brokerage commission), as a procuringcause of a tenant lease or any renewal, extension, expansion or other modification of any tenant lease with respect to which Manager would otherwise be due a commission pursuant to subsections 4.2.A(1) through 4.2.A(3), above (such broker oragent being hereinafter referred to as “**Co-Agent**”), then the commission payable by Owner shall only be as set forth on the Property Amendment under 

 
20 

“Co-Brokerage Commissions.” Any such commissions shall be shared between Manager and Co-Agent as they shall agree. 

B. Pending Leases. Within fifteen (15) days after the expiration or earlier termination ofthis Agreement, Manager shall deliver to Owner a list of all parties to whom Manager has presented a bona fide “Letter of Proposal” or has otherwise taken substantial and material steps evidenced in a manner acceptable to Owner, inOwner’s reasonable discretion, with respect to a good faith effort to enter into a lease at a Property during the term of this Agreement regarding the possible leasing of space in a Property, or a possible renewal, extension or of any existingtenant lease covering space in a Property. Owner agrees that it will pay the commission that would otherwise be due in accordance with Section 4.2.A hereof in the event Owner or its successor or assign enters into any lease with any tenantvalidly included in Manager’s list or any affiliate thereof, or enters into any renewal, extension or expansion of an existing tenant lease included in Manager’s list so long as negotiations commence and are a final written agreement isexecuted by all necessary parties during one hundred eighty (180) days after such expiration or termination of this Agreement. Owner covenants and agrees that it shall not delay entering into any lease, or any renewal, extension or expansionthereof, for the purpose of depriving Manager of any commission due Manager pursuant to this Section 4.2.B. 

4.3. **Construction Management Fees**. For each Property for which Manager provides construction management services (including without limitation capital projects, new construction, tenant directedimprovements, and redevelopment), Manager shall be entitled to fees as provided in the appropriate Property Amendment. 

4.4. **Audit Adjustment**. If any audit of the records, books or accounts relating to the Properties discloses an overpayment or underpayment of Management Fees, Owner, Owner JV, or Manager shallpromptly pay to the other party the amount of such overpayment or underpayment, as the case may be. If such audit discloses an overpayment of Management Fees for any fiscal year of more 10% of the correct aggregate Management Fees for such fiscalyear, Manager shall bear the cost of such audit. 

 
 5.
**Insurance And Indemnification**. 

 
 5.1.
**Insurance to be Carried**. 

A. Manager shall cause to be obtained and kept in full force and effect (or confirm that another Personhas done so) at Owner’s or Owner JV’s expense insurance (1) on the Properties and (2) on activities at the properties against such hazards as Owner and Manager shall deem appropriate. Such policies shall name Owner (and Owner JV,if applicable) and Manager as insureds on a primary, non-contributory basis. If Owner directs in writing, Manager shall procure, for the Properties for which Manager is property manager, insurance that is sufficient to comply with the Leases and theOwnership Agreements. All liability policies 

 
21 

shall provide sufficient insurance satisfactory to both Owner and Manager and shall contain waivers of subrogation for the benefit of Manager and the applicable Owner and/or Owner JV. 

B. During the term of this Agreement, Manager, as a reimbursable cost to the same extent as provided inSection 3.1 under this Agreement, shall maintain in full force and effect the following kinds of insurance and levels of coverage: 

(1) Commercial general liability and excess liability, which is similar in scope of coverage to that maintained by other like property management firms with insurance limits of liability of not less thanFive Million Dollars ($5,000,000.00), combined single limits covering both bodily injury (including death) and property damage, and including contractual liability coverage. Such coverage shall be maintained under the blanket insurance programsecured by the Advisor for the benefit of the Owner, covering the Manager as an insured. However, in the event Owner elects for a separate insurance placement, Manager shall secure commercial general liability and excess liability as stated above,naming Owner and/or Owner JV as an additional insured on an excess basis and non contributory for claims arising out of Manager’s negligence to the extent coverage is available and terms and conditions are favorable to both Owner (and/or OwnerJV) and Manager; 

(2) Workers’ compensation and employer’s liability insurance inthe amount not less than required by applicable laws, covering all employees of Manager who are engaged in any work under this Agreement; 

(3) Commercial automobile liability insurance covering both owned and non-owned vehicles, with limits of not less than $1,000,000 for bodily injury and property damage, when the services to be performedrequire the use of a motor vehicle; and 

(4) Crime/Employee dishonesty insurance with limitsnot less than one million dollars ($1,000,000). 

C. Unless otherwise approved in writing by theOwner (or Owner JV, as applicable), if any work under this Agreement is subcontracted as permitted herein, or if any work is to be done by independent contractors, Manager shall include in each subcontract a provision that the independent contractorshall maintain, or (in the absence of a subcontract) otherwise require such independent contractor to maintain, the following insurance: 

(1) General liability insurance in the minimum amount of One Million Dollars ($1,000,000.00), combined single limit, covering both 

 
22 

bodily injury (including death) and property damage naming Manager, Advisor and Owner (or Owner JV as applicable) as additional insureds. 

(2) Workers’ compensation and Employer’s liability insurance as required by applicable laws.

Manager shall also require such independent contractors to provide indemnification as is customary in thediscretion of the Manager. Manager may require other insurance as it deems appropriate in the circumstances for independent contractors. Manager shall obtain certificates of insurance from all independent contractors. 

D. Upon written request, evidence of insurance and other documentation shall be provided to all partiesconfirming insurance coverage is in effect as required under the above clauses. Manager shall also make available, on Owner’s written request, copies of certificates of insurance from any independent contractors. 

5.2. **Cooperation with Insurers**. Manager shall cooperate with and provide reasonable access to theProperties to representatives of insurance companies and insurance brokers or agents with respect to insurance which is in effect or for which application has been made. Manager shall use its best efforts to comply with all requirements of insurers.

5.3. **Accidents and Claims**. With respect to Properties for which Manager is propertymanager, and with respect to Properties for which manager is construction manager, Manager shall promptly investigate and shall report in detail to Owner and insurance carriers as applicable all accidents, claims for damage relating to theownership, operation or maintenance of the Properties, and any damage or destruction to the Properties and the estimated costs of repair thereof, and shall prepare for approval by Owner all reports required by an insurance company in connection withany such accident, claim, damage, or destruction. Such reports shall be given to Owner promptly and any report not so given within 10 days after the occurrence of any such accident, claim, damage or destruction shall be noted in the monthlyreport delivered to Owner pursuant to Section 2.4.P(1). Upon written direction from Owner, Manager shall settle any claim against an insurance company arising out of any policy and, in connection with such claim, shall execute proofs of lossand adjustments of loss and to collect and receipt for loss proceeds. 

 
 5.4.
**Indemnification**. 

A. Wells Core OP shall indemnify and hold harmless the Manager and its Affiliates, including their respective officers, directors, partners and employees, from all liability, claims, damages or lossesarising in the performance of their duties hereunder, and related expenses, including reasonable attorneys’ fees, to the extent such liability, claims, damages or losses and related expenses are not fully reimbursed by insurance, subject to anylimitations imposed by the 

 
23 

laws of the State of Delaware, the limited partnership agreement of Wells Core OP, or as specifically provided otherwise in this Agreement. Notwithstanding the foregoing, the Manager shall not beentitled to indemnification or be held harmless pursuant to this Section 5.4.A for any activity for which the Manager shall be required to indemnify or hold harmless Wells Core OP pursuant to Section 5.4.B or pursuant to another specificprovision of this Agreement. Any indemnification of the Manager may be made only out of the net assets of Wells Core OP and not from the partners of Wells Core OP. 

B. The Manager shall indemnify and hold harmless the Owner and Owner JV from contract or other liability,claims, damages, taxes or losses and related expenses including attorneys’ fees, to the extent that such liability, claims, damages, taxes or losses and related expenses are not fully reimbursed by insurance and are incurred by reason of theManager’s bad faith, fraud, willful misfeasance, misconduct, reckless disregard of its duties, gross negligence, or material breaches of this Agreement. 

 
 6.
**Term, Termination**. 

6.1. **Term**. This Agreement shall commence on the date first above written and shall continue untilterminated in accordance with the earliest to occur of the following: 

A. One year from thedate of the commencement of the term hereof. However, this Agreement will be automatically extended for an additional one-year period at the end of each year unless Owner or Manager gives sixty (60) days written notice of its intention toterminate the Agreement; 

B. Sixty (60) days after prior written notice of intention toterminate the Agreement given by Owner or Manager; or 

C. Immediately upon the occurrence ofany of the following: 

(1) A decree or order is rendered by a court having jurisdiction(A) adjudging Manager as bankrupt or insolvent, or (B) approving as properly filed a petition seeking reorganization, readjustment, arrangement, composition or similar relief for Manager under the federal bankruptcy laws or any similarapplicable law or practice, or (C) appointing a receiver or liquidator or trustee or assignee in bankruptcy or insolvency of Manager or a substantial part of the property of Manager, or for the winding up or liquidation of its affairs, or

(2) Manager (A) institutes proceedings to be adjudicated a voluntary bankrupt or aninsolvent, (B) consents to the filing of a bankruptcy proceeding against it, (C) files a petition or answer or consent seeking reorganization, readjustment, arrangement, composition or relief under any similar applicable law or practice,(D) consents to the filing of any such petition, or to the appointment of a receiver or liquidator or 

 
24 

trustee or assignee in bankruptcy or insolvency for it or for a substantial part of its property, (E) makes an assignment for the benefit of creditors, (F) is unable to or admits inwriting its inability to pay its debts generally as they become due unless such inability shall be the fault of Owner, or (G) takes corporate or other action in furtherance of any of the aforesaid purposes. 

Upon termination, the obligations of the parties hereto shall cease, provided that Manager shall comply with the provisions hereofapplicable in the event of termination and shall be entitled to receive all compensation which may be due Manager up to the date of such termination and as may otherwise be provided in this Agreement, and provided, further, that if this Agreementterminates pursuant to Section 6.1.C above, Owner shall have other remedies as may be available at law or in equity. 

6.2. **Manager’s Obligations after Termination**. Upon the termination of this Agreement, Manager shall have the following duties: 

A. Manager shall deliver to Owner, or its designee, all books and records (including data files inmagnetic or other similar storage media but specifically excluding any licensed software) with respect to the Properties. 

B. Manager shall transfer and assign to Owner (or Owner JV, if applicable), or its designee, all service contracts and personal property relating to or used in the operation and maintenance of theProperties, except personal property paid for and owned by Manager. Manager shall also, for a period of sixty (60) days immediately following the date of such termination, make itself available to consult with and advise Owner, or its designee,regarding the operation, maintenance and leasing of the Properties. 

C. Manager shall render toOwner an accounting of all funds of Owner and Owner JV in its possession and shall deliver to Owner a statement of Management Fees claimed to be due Manager and shall cause funds of Owner and Owner JV held by Manager relating to the Properties to bepaid to Owner and Owner JV or their designees and shall assist in the transferring of approved signatories on all Accounts. 

 
 7.
**Miscellaneous**. 

7.1. **Notices**. All notices, approvals, consents and other communications hereunder shall be inwriting, and, except when receipt is required to start the running of a period of time, shall be deemed given when delivered in person or on the fifth day after its mailing by either party by registered or certified United States mail, postageprepaid and return receipt requested, to the other party, at the addresses set forth after their respect name below or at such different addresses as either party shall have theretofore advised the other party in writing in accordance with thisSection 7.1. 

 

Owner:
  WELLS CORE OFFICE INCOME OPERATING PARTNERSHIP, L.P.
 
25 

  C/O WELLS CORE OFFICE INCOME REIT, INC.  6200 The Corners Parkway  Norcross, Georgia 30092  WELLS CORE OFFICE INCOME REIT, INC.  6200 The Corners Parkway  Norcross, Georgia 30092
With copy to Advisor:
  WELLS REAL ESTATE ADVISORY SERVICES III, LLC  C/O WELLS CAPITAL, INC.  Attn: Managing Director, Asset Management  6200 The Corners Parkway  Norcross, Georgia 30092
Manager:
  WELLS MANAGEMENT COMPANY, INC.  Attn: Managing Director, Property Services  6200 The Corners Parkway  Norcross, Georgia 30092
7.2. **Governing Law**. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. 

7.3. **Assignment**. Manager may delegate partially or in full its duties and rights under thisAgreement but only with the prior written consent of Owner, except that Manager may delegate partially or in full its duties and rights under this Agreement to a wholly owned subsidiary of Manager without Owner’s consent, as long as Managerremains liable for the performance of such subsidiary’s obligations hereunder. Except as provided in the immediately preceding sentence, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respectivesuccessors and assigns. 

7.4. **No Waiver**. The failure of Owner to seek redress forviolation or to insist upon the strict performance of any covenant or condition of this Agreement shall not constitute a waiver thereof for the future. 

7.5. **Amendments**. This Agreement may be amended only by an instrument in writing signed by the partyagainst whom enforcement of the amendment is sought. 

7.6. **Headings**. The headings of thevarious subdivisions of this Agreement are for reference only and shall not define or limit any of the terms or provisions hereof. 

7.7. **Counterparts**. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produceor account for more than one such counterpart. 

 
26 

 

7.8. **Entire Agreement**. This Agreement and the related Property Amendments and Exhibits hereto contains the entire understanding and all agreements between Owner and Manager respecting themanagement of the Properties. There are no representations, agreements, arrangements or understandings, oral or written, between Owner and Manager relating to the management of the Properties that are not fully expressed herein. 

7.9. **Disputes**. If there shall be a dispute between Owner and Manager relating to this Agreementresulting in litigation, the prevailing party in such litigation shall be entitled to recover from the other party to such litigation such amount as the court shall fix as reasonable attorneys’ fees. 

7.10. **Other Activities of Manager**. 

A. General. Nothing herein contained shall prevent the Manager from engaging in other activities orbusiness ventures, whether or not such other activities or ventures are in competition with Owner or the business of Owner, including, without limitation, property management activities for other Persons (including other REITs) and the provision ofservices to other programs advised, sponsored or organized by the Manager or its Affiliates; nor shall this Agreement limit or restrict the right of any director, officer, employee, or stockholder of the Manager or its Affiliates to engage in anyother business or to render services of any kind to any other partnership, corporation, firm, individual, trust or association. The Manager may, with respect to any investment in which the Owner is a participant, also render advice and service toeach and every other participant therein. The Manager shall report to the board of directors of Wells Core REIT the existence of any condition or circumstance, existing or anticipated, of which it has knowledge, which creates or could create aconflict of interest between the Manager’s obligations to Owner and its obligations to or its interest in any other partnership, corporation, firm, individual, trust or association. 

B. Policy with Respect to Allocation of Tenant Rental Opportunities. Before the Manager marketsleasable space owned by another Wells-sponsored program to a prospective tenant, the needs of which would in the Manager’s judgment be met by leasable space owned by Owner, the Manager shall determine in its sole discretion that the prospectivetenant’s needs would be better met by leasable space owned by another owner. In the event that the Manager is marketing to a prospective tenant whose needs would, in the sole discretion of the Manager, equally be met by leasable space owned byOwner and another Wells-sponsored program, then the Manager may more aggressively market the leasable space owned by the other program if it has had the longest period of time elapse since space owned by it was aggressively marketed by Manager. TheManager will use its reasonable efforts to fairly allocate prospective tenant opportunities in accordance with such allocation method and will promptly disclose any material deviation from such policy or the establishment of a new policy, whichshall be allowed provided (1) the board of directors of Wells Core REIT is provided with notice of such policy at least 60 days prior to such policy becoming effective and 

 
27 

(2) such policy provides for the reasonable allocation of prospective tenant marketing opportunities among such programs. The Manager shall provide the Conflicts Committee with anyinformation reasonably requested so that the Conflicts Committee can insure that the allocation of prospective tenant marketing opportunities is applied fairly. Nothing herein shall be deemed to prevent the Manager or an Affiliate from marketingleasable space that it may own rather than aggressively marketing space owned by Owner or another Wells-sponsored program so long as the Manager is fulfilling its obligation to market vacant space owned by Owner in a manner consistent with thepolicies and objectives of the Owner. 

7.11. **Severability**. If any term, covenant orcondition of this Agreement or the application thereof to any Person or circumstance shall, to any extent, be held to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term, covenant or condition topersons or circumstances other than those as to which it is held to be invalid or unenforceable, shall not be affected thereby, and each term, covenants or condition of this Agreement shall be valid and shall be enforced to the fullest extentpermitted by law. 

[Signatures appear on next page] 

 
28 

 

**InWitness Whereof**, the parties have executed this Property Management, Leasing and Asset Management Agreement as of the date first above written. 

 

**WELLS CORE REIT:**

WELLS CORE OFFICE INCOME REIT, INC.

By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Executive Vice President

**OWNER:**

WELLS CORE OFFICE INCOME OPERATING

PARTNERSHIP, L.P.

By:
 Wells Core Office Income REIT, Inc. (as General Partner of Wells Core Office Income Operating Partnership, L.P.)
By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Executive Vice President

**ADVISOR:**
WELLS REAL ESTATE ADVISORY SERVICES III, LLC
By:
 Wells Real Estate Funds, Inc., its sole member
By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Vice President

**MANAGER:**

WELLS MANAGEMENT COMPANY, INC.

By:
 
/s/ Douglas P. Williams

Name:
 
Douglas P. Williams

Title:
 
Vice President

 
29 

 

**Exhibit A**

**Additional Accounting Policies**

 
A-1

 

**Exhibit B**

**Monthly Reporting Package Contents**

For the current month and year to date, statements presenting, on a comparative basis, actual to budget (and/or forecastor other projections), including variance explanations for material variances: 

1. Executive Summary(operations, leasing, capital, tenant/market issues, other) 

2. Balance Sheet 

3. Income Statement 

4. Trial Balance – Month Activity 

5. Trial Balance –YTD Balances 

6. General Ledger 

7. Copies of all bank statements & reconciliations. 

8. Aged Receivables and Delinquencies Report 

9. Check Register 

10. Rent Roll 

11. Schedule of Capital Additions. 

12. Schedule of Depreciation 

13. Schedule of Tenant Security Deposits 

14. Support Schedulesfor Asset & Liability accounts (Accrued Receivables, Prepaid Expenses, Other Assets, Accrued Operating Expenses, Accrued Real Estate Taxes, Accrued Interest, Other Liabilities, etc.) 

15. MTD & YTD variance report with explanations 

16. All reports should be provided using the Wells Chart of Accounts 

17. List of any material accrual adjustment that may have been missed on the last business day of each month 

 
B-1

 

**Exhibit C**

**Wells Core Office Income REIT, Inc.**

**Master Property Management, Leasing**

**and Construction ManagementAgreement**

**Form of Property Amendment**

Property Description:                                                                                                                                                                                                                        

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

CommencementDate:                                

Services to be Provided: 

 
 ̈
Property Management Services as specified in Section 2.4 of the Property Management, Leasing, and Construction Management Agreement except asspecified below: 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

Reserve for Property$                     (per Section 2.4.K(1)(d) of Agreement) 

Maintenance or repair costs threshold (if other than $10,000): $                     (perSection 2.4.E(3)) 

Maintenance supplies aggregate purchase price threshold (if other than $5,000): $ (perSection 2.4.E(4)) 

 
 ̈
Leasing Agreement duties as specified in Section 2.5 of the Property Management, Leasing, and Construction management Agreement except asspecified below: 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

                                                                                                                                                                                                                                                                 

              
Manager