Exhibit
10.44


AGREEMENT OF
PURCHASE AND SALE


CH2M Hill


Office
Campus


This
Agreement of Purchase and Sale (the “Agreement”) is made and entered into as of
this 11th day of September, 2007 (the “Effective Date”), by and between  Wells
REIT II — South Jamaica Street, LLC, a Delaware limited liability company (“Purchaser”),
and CH2M Hill, Inc., a Florida corporation (“Seller”).


IN
CONSIDERATION of the respective agreements set forth in this Agreement, Seller
and Purchaser agree as follows:


ARTICLE I



PURCHASE AND SALE


1.01         Purchase and Sale.  Seller agrees to sell and convey to
Purchaser, and Purchaser agrees to purchase from Seller, on the terms and
conditions set forth in this Agreement all of Seller’s right, title and
interest, if any, in and to, the following (collectively, the “Property”):


(a)           those certain parcels of land located
in Englewood  in the County of Douglas, State
of Colorado; as more particularly described on Exhibit A (the “Land”), together
with all easements and interests appurtenant thereto including, but not limited
to, any streets or other public ways adjacent to the Land and any appurtenant
development rights or water or mineral rights;


(b)           all improvements located on the Land
(collectively, the “Improvements”); and


(c)            certain personal property owned by
Seller, located on the Property and used solely to operate the Property as of
the Settlement Date (collectively, the “Personal Property”) listed in Exhibit
F;


1.02         Purchase Price.  The purchase price of the Property shall be  One Hundred Thirty
Eight Million Four Hundred Ninety Thousand Eight Hundred Dollars ($138,490,800)
(the “Purchase Price”).  The Purchase
Price, plus or minus prorations and other adjustments pursuant to this
Agreement, shall be paid to Seller as follows:


(a)           on the
Effective Date, Purchaser shall deposit with Chicago Title Atlanta National
Business Unit, 4170 Ashford Dunwoody Road, Suite 460, Atlanta, GA 30319, Attn: Melissa
Hall (404) 419-3227 (“Title Company”) as escrow agent (the “Escrow Agent”) an
earnest money deposit in the amount of one percent (1%) of the Purchase Price
in immediately available funds (the “Deposit”). 
Interest on the Deposit shall belong to the party to whom the Deposit is
distributed according to this Agreement and shall be distributed concurrently
with the Deposit.  Prior to the
expiration of the Due Diligence Period, Title Company shall return the Deposit
to Purchaser immediately upon receipt of Purchaser’s notification that this
Agreement has terminated. Thereafter, if Purchaser 













instructs Title Company to return the Deposit, Title Company shall
notify Seller of Purchaser’s demand, and, unless Title Company receives, within
seven business days of the date of Title Company’s notice to Seller, a notice
from Seller objecting to Purchaser’s demand, Title Company shall return the
Deposit to Purchaser. Except as provided to the contrary in this Agreement, if
Purchaser makes a demand for return of the Deposit and Title Company does
receive such a notice from Seller within such time period, then Title Company
shall hold the Deposit in escrow in an interest bearing account until the
dispute as to which party is entitled to the proceeds of the Deposit is
resolved. In the event the sale of the Property as contemplated hereunder is
consummated, the Deposit, together with interest thereon, shall be delivered to
Seller at Settlement and credited against the Purchase Price; and


(b)           the balance of
the Purchase Price plus or minus prorations in accordance with the terms of
this Agreement shall be paid to the Title Company for credit to Seller at
Settlement by wire transfer in immediately available federal funds.


1.03         Closing Costs.  Seller will pay for the cost of preparing the
Deed, the cost of the standard A.L.T.A. coverage premium for an owner’s title
commitment and title policy in the amount of the Purchase Price, transfer taxes
attributable to recording of the Deed, 1⁄2 of any escrow fees and Seller’s
attorneys’ fees.


Purchaser will pay
for the cost of its inspections, due diligence, appraisals, any costs or premiums
to upgrade its owner title policy (whether to extend coverage, add
endorsements, or otherwise), the cost of the Survey, 1⁄2 of any escrow fees, any
other costs it may incur with respect to the transaction contemplated hereby
and Purchaser’s attorneys fees.


ARTICLE II



DUE DILIGENCE


2.01         Due Diligence
Period.  Purchaser shall have until
September 26, 2007 (the “Due Diligence Period”) to conduct its various
inspections of the Property.  If, during
the Due Diligence Period, as a result of its inspections and reviews, Purchaser
shall determine that it is not satisfied with the Property in any respect, then
Purchaser shall have the right to terminate this Agreement on written notice to
Seller, in which event the Deposit shall promptly be returned to Purchaser and
neither party shall have any further liability to the other under this
Agreement, except for the obligations and indemnities set forth in this
Agreement which survive termination. 
Purchaser may elect to waive its right to terminate this Agreement and proceed
to Settlement. Purchaser shall give written notice to Seller of its election to
terminate this Agreement or its waiver of the right to terminate prior to 5
p.m. Denver, Colorado time on or prior to the expiration date of the Due
Diligence Period. In the event Purchaser fails to give said notice, Purchaser
shall, subject to Section 2.03(c), be deemed to have waived its right to
terminate this Agreement in accordance with this Section 2.01 and the Deposit
shall become nonrefundable.


2.02         Access and
Inspection.  During the Due Diligence
Period, during normal business hours, Seller hereby grants to Purchaser and its
agents a license to enter upon the Property for the purpose of inspecting and
testing the condition or status of the Property, undertaking tests and 



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inspections
Purchaser desires and verifying Seller’s representations, warranties and
covenants set forth in this Agreement.


Notwithstanding the foregoing, Purchaser
shall not perform any intrusive or destructive testing without the prior
written consent of Seller.  Purchaser
agrees to return the Property, at Purchaser’s expense, to pre-inspection
condition subsequent to any intrusive or destructive testing that is performed
by Purchaser or at Purchaser’s direction. 
Prior to entry upon the Property to perform any tests or other work,
Purchaser shall deliver to Seller a certificate of insurance evidencing
liability insurance of at least $2,000,000, naming Seller as an additional
insured.  Seller agrees to cooperate
reasonably with any such investigations, inspections, or studies made by or at
Purchaser’s direction so long as such cooperation is at no expense to Seller
and so long as such investigation, inspection or study does not unreasonably
interfere with tenants of the Property. 
Purchaser will comply with requirements of the tenants of the Property
in the process of making its inspections pursuant to this Section 2.02.  Purchaser shall indemnify, defend, and hold
harmless Seller and Seller’s  employees
from any expenses, damages, liabilities, claims, actions or causes of action,
including attorney’s fees or costs, that Seller may suffer or incur arising
from Purchaser’s investigations under this Section 2.02, and such obligation
shall survive Settlement or the earlier termination of this Agreement.


2.03         Title
Commitment; Title Policy.


(a)           Within two days
following the Effective Date or, if such day is not a business day, the next
business day, Seller shall, to the extent not previously provided, deliver to
Buyer a commitment for Owner’s Title Insurance Policy (“Commitment”) issued by
Title Company setting forth the state of title to the Property and all
exceptions and restrictions of record including deed restrictions, lien and
covenants with copies of all documents affecting the Property reflected in the
Commitment (“Title Documents”).  In the
event any exceptions appear in such Commitment or Title Documents, other than
the standard printed exceptions, state, county or city ad valorem taxes and/or
assessments not yet delinquent and the Leases, that are unacceptable to
Purchaser, then Purchaser shall, within 10 days following the Effective
Date  (“Title Objection Date”) or, if
such day is not a business day, the next business day, notify Seller in writing
of such fact.  Any such exceptions not
objected to by Purchaser by the Title Objection Date, together with the
standard printed exceptions, state, county or city ad valorem taxes and/or
assessments not yet delinquent and the Leases, shall be deemed “Permitted
Exceptions.”


(b)           Within two days
following the Effective Date or, if such day is not a business day, the next
business day, Seller shall, to the extent not previously provided, provide
Purchaser with the an updated survey of the Property (the “Survey”).  The Survey shall be certified to Seller and
Title Company.  Purchaser may have the
Survey certified to Purchaser.  If the
Survey indicates the presence of any encroachments by or upon the Property, or
other matters which do or could materially adversely affect Purchaser’s use or
operation of the Property, and Purchaser gives Seller notice of such matters by
September 26, 2007 (the “Survey Objection Date”) (provided Purchaser receives
the Survey by September 21, 2007), such matters shall be considered Defects,
and the cure provisions set forth in Section 2.03(c) shall apply.  In the event Purchaser does not 



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receive the Survey by September 21, 2007, the Survey Objection
Date shall be extended one day for each day the delivery of the Survey is
delayed.


(c)           The items
described in Sections 2.03 (a) and (b) are collectively referred to as “Title
Evidence.”  If the Title Evidence
discloses defects, claims, liens, exceptions, or conditions unacceptable to
Purchaser (“Defects”) and Purchaser gives timely written notice of objections
to the Defects as required in Section 2.03(a) and/or (b) (“Defect Objections”),
Seller shall have the option, but not the obligation (other than those required
to be removed as set forth in this Agreement) to cure the same.  Seller shall have until eight (8) days after
the date of receipt by Seller of the Defect Objections or, if such day is not a
business day, the next business day, in which to indicate to Purchaser in
writing which of the Defects Seller will cure. If Seller has not notified
Purchaser in writing of Seller’s agreement to cure any Defect Objection within
such time period, Seller will be deemed to have declined to cure the Defect
Objections.  If Seller declines to so
cure or remove any Defect Objections, Purchaser shall have until the end of the
Due Diligence Period to notify Seller in writing of its election to either (i)
terminate this Agreement and neither party shall have any further liability to
the other hereunder except with respect to the obligations and indemnities set
forth in this Agreement which survive termination; or (ii) waive such
requirements in which event such Defects shall be deemed Permitted Exceptions
and proceed to Settlement. In the event Purchaser fails to give said notice,
Purchaser shall be deemed to have waived its right to terminate this Agreement
in accordance with this Section 2.03 in which event such Defects shall be
deemed Permitted Exceptions.


ARTICLE III



REPRESENTATIONS, WARRANTIES AND COVENANTS


3.01         Representations
and Warranties of Seller.  The phrase
“Seller’s Knowledge” as used in this Section 3.01 means the actual knowledge of
Seller’s corporate real estate and Denver campus facilities departments and
their counsel after reasonable investigation. 
Seller represents and warrants as of the Effective Date the following:


(a)           Seller is a
duly formed and validly existing entity under the laws of the jurisdiction of
its formation;


(b)           this Agreement
has been duly authorized, executed and delivered by all necessary action on the
part of Seller, constitutes the valid and binding agreement of Seller, and is
enforceable against Seller in accordance with its terms; and


(c)           the execution
and delivery of this Agreement and the performance by Seller of its obligations
under this Agreement do not and will not contravene, or constitute a default
under any provisions of applicable law or regulation or any agreement,
judgment, injunction, order, decree or other instrument binding on Seller or
result in the creation of any lien or other encumbrance on the Property.



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(d)           Seller has not
received any written notice regarding any action, any condemnation or other
taking by eminent domain, any proceeding, reassessment or special assessment or
investigation pending against Seller related to the Property, or against the
Property or any part thereof, before any court or governmental department,
commission, board, agency or instrumentality (any of the foregoing, an “Authority”),
and to the Seller’s Knowledge no such actions are threatened, except as may be
specified on Exhibit G attached hereto.


(e)           Except as listed
on Exhibit H, there are no contracts or agreements in effect made by or
on behalf of Seller or its agents relating to the ownership, construction,
leasing, operation, management or maintenance of the Property, including
equipment or telecommunications leases, or amendments thereto, that would be
binding on a successor owner of the Property. 
To Seller’s Knowledge, no party is in default under any of the
contracts.


(f)            Except for the
lease to Seller and the lease between Addison Avenue Federal Credit Union and
CH2M HILL, Inc. dated March 29, 2007 (the “Credit Union Lease”), there are
no leases or other occupancy agreements of any kind, whether written or oral,
that give any person or entity the right to use or occupy any portion of the
Property.  Seller has not delivered or
received any notice of default under the Credit Union Lease, and to Seller’s
Knowledge, neither Seller nor the credit union is in default under this
lease.  Seller is not aware of any
bankruptcy, insolvency or similar proceeding affecting the credit union.


(g)           Seller has not
received any written notice from any Authority or other third party alleging a
violation of any federal, state or local laws regulating hazardous materials or
substances with respect to the Property or any operations thereon, and to the
Seller’s Knowledge there are no such violations.


(h)           The materials
regarding the Property delivered to or made available to Purchaser by Seller
are, to the Seller’s Knowledge, taken as a whole, complete copies of the
materials referenced therein and Seller is not aware of any material
inaccuracies therein.


(i)            Seller is not
a “foreign person” as that term is defined in Section 1445(f) of the Code and
any similar provisions of applicable state law, and the regulations issued
thereunder.


(j)            Seller has not
received any written notification from an Authority that the Property is (and
Seller has no Knowledge that the Property is) in material violation of any
applicable fire, health, building, use, occupancy or zoning laws or any other
governmental regulation.


(k)           No attachments,
execution proceedings, assignments for the benefit of creditors, insolvency, or
other similar proceedings are pending and served, or, to Seller’s Knowledge,
threatened, against Seller or the property. 
Seller has not made a general assignment for the benefit of creditors
nor been adjudicated a bankrupt or insolvent, nor 



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has a receiver, liquidator, or trustee for any of Seller’s
properties (including the Property) been appointed or a petition filed by or
against Seller for bankruptcy, reorganization, or arrangement pursuant to the
Federal Bankruptcy Act or any similar Federal or state statute, or any
proceeding instituted for the dissolution or liquidation of Seller.


3.02         Survival of
and Limitations on Seller’s Representations and Warranties.  The representations and warranties of Seller
set forth in Section 3.01 shall terminate as of Settlement.


3.03         Representations
and Warranties of Purchaser. 
Purchaser represents and warrants as follows:


(a)           Purchaser is a
duly formed and validly existing entity in good standing under the laws of the
jurisdiction of its formation and is duly qualified to transact business in the
jurisdiction in which the Property is located. This Agreement has been duly
authorized, executed and delivered by all necessary action on the part of
Purchaser, and constitutes the valid and binding agreement of Purchaser, and is
enforceable against Purchaser in accordance with its terms; and


(b)           the execution
and delivery of and the performance by Purchaser of its obligations hereunder
do not and will not contravene, or constitute a default under any provisions of
applicable law or regulation or any agreement, judgment, injunction, order,
decree or other instrument binding upon Purchaser or result in the creation of
any lien or other encumbrance on any asset of Purchaser.


3.04         Covenants.  For the period from the Effective Date until
the Settlement, Seller covenants and agrees to operate, repair, and maintain
the Property in substantially the same manner as operated prior to the
Effective Date.  Seller shall not enter
into any new contracts with respect to the operation of the Property following
the end of the Due Diligence Period which are not cancelable upon 30 days
notice.


ARTICLE IV



CONDITIONS PRECEDENT


4.01         Purchaser’s
Conditions Precedent.  Purchaser’s
obligations hereunder are subject to the satisfaction of the following
conditions precedent and the compliance by Seller with the conveyance to
Purchaser, at Settlement, of fee simple title to the Property by special
warranty deed in the form attached hereto as Exhibit B (the “Deed”), subject
only to:  (a) Permitted Exceptions; (b)
state and county or city ad valorem taxes and assessments not yet delinquent;
(c) Leases or subleases affecting the Property; and (d) such other matters as
are accepted by Purchaser prior to Settlement. 
The issuance of an owner’s title policy to Purchaser shall be conclusive
evidence as to the satisfaction of the condition set forth in this Section
4.01.


4.02         Seller’s
Conditions Precedent.  Seller’s
obligations hereunder are subject to Seller purchasing the Property from the
owners thereof, which purchase shall close immediately prior to the transaction
contemplated by this Agreement.



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ARTICLE V



“AS IS” SALE


5.01         As-Is
Sale.


(a)           Purchaser
acknowledges and agrees that it will have been given, before the expiration of
the Due Diligence Period, a full opportunity to inspect and investigate each
and every aspect of the Property, either independently or through agents of
Purchaser’s choosing.  Purchaser’s
failure to terminate this Agreement prior to the expiration of the Due
Diligence Period shall conclusively constitute Purchaser’s approval of each and
every aspect of the Property, except as otherwise specifically provided herein.


(b)           Except as
specifically set forth in Section 3.01, Purchaser acknowledges and agrees that
Seller has not made, does not make and specifically negates and disclaims any
representations, warranties, promises, covenants, agreements or guaranties of
any kind or character whatsoever, whether express or implied, oral or written,
past, present or future, of, including, but not limited to, representations,
warranties, promises, covenants, agreements or guaranties as to, concerning or
with respect to (i) the value, nature, quality, structural integrity or
condition of the Property or the Improvements, including, without limitation,
the water (including groundwater), soil (including repairs, additions or
condition thereof), geology and susceptibility to landslides of the Property,
(ii) the income to be derived from the Property, the expenses or operations of
the Property or the economics of the operation of the Property, (iii) the
suitability of the Property or any component or system thereof or thereon for
any and all activities and uses which Purchaser may conduct thereon, (iv) the
compliance of or by the Property or its operation with any codes, laws, rules,
ordinances, regulations, covenants or conditions of any applicable governmental
or quasi-governmental authority or body or of any other person or entity,
including building or zoning code requirements, (v) the habitability,
merchantability, marketability, profitability or fitness for a particular
purpose of the Property, (vi) the manner or quality of the construction or
materials, incorporated into the Property or the Improvements, (vii) the
manner, quality, status of repair or lack of repair of the Property or the
Improvements, (viii) the conformity of the Improvements to any plans or
specifications for the Property (including any plans and specifications that
may have been or which may be provided to Purchaser by Seller); (ix) the
sufficiency of any undershoring; (x) the sufficiency of any drainage; (xi)
whether the Property is located wholly or partially in any flood plain or flood
hazard boundary or similar area; (xii) the existence or non-existence of
underground storage tanks; (xiii) any other matter affecting the stability or
integrity of the Property or any buildings or improvements situated on or as
part of the Improvements; (xiv) the existence or non-existence of any mold,
fungus, bacteria and/or biological growth or biological growth factors on or at
the Property; (xv) the availability, quality, nature, adequacy and physical
condition of public utilities and services for the Property; (xvi) the
potential for further development of the Property; (xvii) the existence of
vested land use, zoning or building entitlements affecting the Property;
(xviii) the quality, nature, adequacy and physical condition of the Property or
the Improvements, including the structural elements, foundations, roofs,
appurtenances, access, landscaping, parking facilities and the electrical,
mechanical, HVAC, plumbing, 



 7
 









sewage, and utility systems, facilities and appliances; (xix) the
zoning or other legal status of the Property or any other public or private
restrictions on use of the Property; (xx) 
the presence of any Hazardous Materials (as defined below) on, in, under
or about the Property or any nearby property; (xxi) the condition of title to
the Property; (xxii) the Leases, Service Contracts, or other agreements
affecting the Property; or (xxiii) any other matter.  Purchaser further acknowledges and agrees
that having been given the opportunity to inspect the Property and all of the
other qualities, characteristics and items set forth in the previous sentence,
Purchaser is relying solely on its own investigation of the Property and all of
the other qualities, characteristics and items set forth in the previous
sentence, and not on any information provided or to be provided by Seller.  Purchaser further acknowledges and agrees
that any information provided or to be provided with respect to the Property
was obtained from a variety of sources and that Seller has not made any
independent investigations or verifications of such information and makes no
representations as to the accuracy or completeness of such information.  Seller is not liable or bound in any manner
by any verbal or written statements, representations or information pertaining
to the Property, or the operations thereof, furnished by any real estate
broker, agent, employee, servant or other person. PURCHASER FURTHER
ACKNOWLEDGES AND AGREES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS
MADE ON AN “AS IS,” “WHERE IS” CONDITION AND BASIS WITH ALL FAULTS.  IT IS UNDERSTOOD AND AGREED THAT THE PURCHASE
PRICE HAS BEEN ADJUSTED BY PRIOR NEGOTIATION TO REFLECT THAT ALL OF THE
PROPERTY IS SOLD BY SELLER AND PURCHASED BY PURCHASER SUBJECT TO THE FOREGOING.


As used in this Agreement, “Hazardous
Materials” means any material, substance or waste designated as hazardous,
toxic, radioactive, injurious or potentially injurious to human health or the
environment, or as a pollutant or contaminant, or words of similar import,
under any Hazardous Materials Law (as defined below), including, but not
limited to, mold or other organic contaminants, petroleum and petroleum
products, asbestos, polychlorinated biphenyls, urea formaldehyde, radon gas,
radioactive matter, medical waste, and chemicals which may cause cancer or
reproductive toxicity.  As used in this
Agreement, “Hazardous Materials Law” means any federal, state or local law,
statute, regulation or ordinance now or hereafter in force, as amended from
time to time, pertaining to materials, substances or wastes which are injurious
or potentially injurious to human health or the environment or the release,
disposal or transportation of which is otherwise regulated by any agency of the
federal, state or any local government with jurisdiction over the Property or
any such material, substance or waste removed therefrom, or in any way
pertaining to pollution or contamination of the air, soil, surface water or
groundwater, including, but not limited to, the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, as amended (42 U.S.C. Section
9601 et seq.), the Resource Conservation and
Recovery Act of 1976 (42 U.S.C. Section 6901 et seq.),
the Clean Water Act (33 U.S.C. Section 1251 et seq.), the
Safe Drinking Water Act (42 U.S.C. Section 300f et seq.),
the Hazardous Materials Transportation Act (49 U.S.C. Section 1801 et seq.), the Toxic Substance Control Act (15 U.S.C. Section
2601 et seq.), and all similar state or local
laws.


 



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ARTICLE VI



INDEMNIFICATION AND LIMITATION OF LIABILITY


6.01         Release
and Indemnity.


(a)           Without
limiting the provisions of Section 5.01, except for claims of third parties
against Purchaser or its successors or assigns, Purchaser on behalf of itself
and the Purchaser Related Parties (as defined below) waives its right to
recover from the Seller and its affiliates and their respective managers,
members, partners, directors, officers, employees and agents (collectively the “Seller-Related
Parties”), and forever releases, covenants not to sue and discharges the Seller
and the Seller Related Parties from, any and all damages, demands, claims,
losses, liabilities, penalties, fines, liens, judgments, costs or expenses
whatsoever, including attorneys’ fees and costs, whether direct or indirect,
known or unknown, foreseen or unforeseen, that may arise on account of or in
any way be connected with the condition or operation of the Property,
including, but not limited to, claims relating to the presence of any Hazardous
Materials on, in, under or about the Property, claims relating to latent or
patent construction defects, claims relating to the qualities, characteristics
and other items set forth in Section 5.01(b) and claims relating to the failure
of Seller to disclose any information with respect to the Property.


(b)           The release set
forth in Section 6.01(a), above, includes claims, liabilities and other matters
of which Purchaser is presently unaware or which Purchaser does not presently
suspect to exist which, if known by Purchaser, would materially affect
Purchaser’s willingness to enter into the release and indemnification of the
Seller-Related Parties set forth in Section 6.01(a).  In this connection and to the fullest extent
permitted by law, Purchaser hereby agrees, represents and warrants on behalf of
itself and all Purchaser Related Parties that Purchaser realizes and
acknowledges that factual matters now unknown to it may have given or may
hereafter give rise to causes of action, claims, demands, debts, controversies,
damages, costs, loses and expenses which are presently unknown, unanticipated
and unsuspected, and Purchaser further agrees, represents and warrants on
behalf of itself and all Purchaser Related Parties that the release and
indemnification set forth in Section 6.01(a) have been negotiated and agreed
upon in light of that realization and that Purchaser on behalf of itself and
all Purchaser Related Parties nevertheless hereby intends to release, discharge
and acquit the Seller-Related Parties from any such unknown causes of action,
claims, demands, debts, controversies, damages, costs, losses and expenses,
except for any liability of Seller for any breach of any representation or
warranty set forth in Section 3.01, which shall be subject to the limitations
on liability set forth in Section 6.02.


The provisions of this Article VI shall
survive the Settlement and the delivery of the Deed.


6.02         Limitation
of Liability.


(a)           Purchaser shall
look solely to the assets of Seller for the enforcement or collection of any
claim against Seller in connection with this Agreement or the 



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transaction contemplated by this Agreement.  Neither any affiliate of Seller nor any of
their respective affiliates, officers, directors, employees or agents shall
have any liability to Purchaser hereunder.


(b)           Notwithstanding
any provision of this Agreement or any document delivered to Purchaser pursuant
to this Agreement to the contrary, Seller’s liability under this Agreement
and/or all documents delivered to Purchaser pursuant to this Agreement shall be
limited to Purchaser’s actual damages (excluding any punitive, consequential,
exemplary or special damages) and in no event shall Seller’s liability under
this Agreement and/or all documents delivered to Purchaser pursuant to this Agreement
exceed Three Million Five Hundred Thousand Dollars ($3,500,000.00), in the
aggregate.


(c)           All
representations, warranties, agreements and covenants of Seller set forth in
this Agreement will, unless specifically provided otherwise in this Agreement,
merge with the Deed and will terminate at Settlement and the delivery of the
Deed.


ARTICLE VII



SETTLEMENT


7.01         Settlement.  Closing of the transaction contemplated by
this Agreement (such action, “Settlement”) shall be held through the Escrow
Agent on September 28, 2007 or such date as the parties may otherwise mutually
agree (such date the “Settlement Date”). 
Possession of the Property shall be delivered to Purchaser at
Settlement, subject only to the Permitted Exceptions.


7.02         Seller’s
Deliveries.  Seller shall deliver the
following (fully executed and notarized where appropriate) to the Escrow Agent
for delivery to Purchaser at Settlement:


(a)           the Deed;


(b)           a Bill of Sale
in the form attached as Exhibit C (the “Bill of Sale”);


(c)           an affidavit in
form acceptable to the Title Company sufficient to remove any exception for
mechanics’ and materialmen’s liens and parties in possession (except Seller)
and such other matters as the Title Company may reasonably require;


(d)           an affidavit
certifying that the Seller is not a foreign entity under the Foreign Investment
in Real Property Act;


(e)           a lease in the
form of Exhibit D attached hereto (the “Lease”);


(f)            a memorandum
of lease in the form of Exhibit E attached hereto (the “Memorandum”);


(g)           a “Settlement
Statement” mutually agreeable to the parties;



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(h)           all such other
documents that are normally transferred at Settlement in the jurisdiction in
which the Property is located or are reasonably requested by the Purchaser or
its counsel or the Title Company; and


(i)            Reasonable
documentation reasonably satisfactory to Purchaser that the Credit Union Lease
will become a sublease upon the Settlement.


7.03         Purchaser’s
Deliveries.  Purchaser shall deliver
the following (fully executed and notarized where appropriate) to the Escrow
Agent for delivery to Seller at Settlement:


(a)           the Purchase
Price by wire transfer in immediately available funds as provided in Article I
of this Agreement;


(b)           the Bill of
Sale;


(c)           a Settlement
Statement;


(d)           the Lease;


(e)           the Memorandum;


(f)            any other
document or agreement required by this Agreement; and


(g)           all such other
documents that are normally transferred at Settlement in the jurisdiction in
which the Property is located or are reasonably requested by the Seller or, its
counsel or the Title Company.


ARTICLE VIII



RISK OF LOSS; CONDEMNATION AND CASUALTY; TERMINATION RIGHTS


8.01         Risk of Loss;
Condemnation and Casualty.  Until
Settlement, all risk of any loss or damage to all or part of the Property,
including eminent domain, shall be and remain on Seller. In the event that such
loss or damage shall occur, Seller shall give Purchaser written notice pursuant
to this Agreement of such loss or damage along with its estimate of the amount
of the loss or damage, within five business days of such event occurring.  In the event of any loss due to eminent
domain or damage due to casualty in which the estimate of the loss is greater
than One Million Dollars ($1,000,000.00), then within five business days after
receipt of Seller’s written notice, Purchaser, at its option by written notice
to Seller, may elect to terminate this Agreement in which event the Deposit
shall be promptly returned to Purchaser. 
In the event that Purchaser does not elect to terminate this Agreement
or in the event that the loss is One Million Dollars ($1,000,000.00) or less,
Seller shall assign to Purchaser all of its rights, title and interest to the
proceeds of any insurance or award covering such loss or damage at Settlement.


8.02         Purchaser’s
Default.  AFTER THE EXPIRATION OF THE DUE DILIGENCE PERIOD, IF THE SETTLEMENT
DOES NOT OCCUR AS A RESULT OF PURCHASER’S DEFAULT HEREUNDER, SELLER’S SOLE AND
EXCLUSIVE REMEDY SHALL BE TO TERMINATE THIS AGREEMENT BY GIVING WRITTEN NOTICE
THEREOF TO PURCHASER, WHEREUPON THE DEPOSIT SHALL BE PAID TO SELLER AS 



 11
 









LIQUIDATED
DAMAGES, AS SELLER’S SOLE AND EXCLUSIVE REMEDY ON ACCOUNT OF SUCH DEFAULT
HEREUNDER BY PURCHASER; PROVIDED, HOWEVER, THAT THIS PROVISION WILL NOT WAIVE
OR AFFECT ANY PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY
SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT, AND NEITHER PARTY SHALL HAVE
ANY FURTHER LIABILITY OR OBLIGATION TO THE OTHER HEREUNDER, EXCEPT FOR
PROVISIONS OF THIS AGREEMENT WHICH EXPRESSLY STATE THAT THEY SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT.  THE
PARTIES ACKNOWLEDGE AND AGREE THAT SELLER’S ACTUAL DAMAGES IN THE EVENT OF
PURCHASER’S DEFAULT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO
DETERMINE.  AFTER NEGOTIATION, THE
PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE
DATE OF THIS AGREEMENT, THE AMOUNT OF THE DEPOSIT IS A REASONABLE ESTIMATE OF
THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT.  THE PAYMENT OF THE DEPOSIT TO SELLER AS
LIQUIDATED DAMAGES UNDER THE CIRCUMSTANCES PROVIDED FOR HEREIN IS NOT INTENDED
AS A FORFEITURE OR PENALTY, BUT IS INTENDED TO CONSTITUTE LIQUIDATED DAMAGES TO
SELLER.  BY PLACING THEIR INITIALS BELOW,
EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE STATEMENTS MADE ABOVE, THE
REASONABLENESS OF THE AMOUNT OF LIQUIDATED DAMAGES AGREED UPON, AND THE FACT
THAT EACH PARTY WAS REPRESENTED BY COUNSEL WHO EXPLAINED, AT THE TIME THIS
AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS LIQUIDATED DAMAGES PROVISION.




	
  

  	
   

  	
  Initials:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Seller

  	
   

  	
  Purchaser

  	
   

  	
   

  






 


8.03         Default by
Seller.  If the Settlement does not
occur as a result of Seller’s default hereunder, then Purchaser shall have at
its sole election either (a) sue for specific performance of the Seller’s
obligations under Section 7.03 or (b) terminate this Agreement by giving
written notice thereof to Seller prior to or at Settlement, whereupon Seller
shall pay Purchaser all of Purchaser’s actual out-of-pocket damages not to
exceed $150,000.00; provided, however, that if Seller takes any action to
impede Purchaser’s specific performance action, Seller shall pay for all third
party costs and expenses incurred by Purchaser and all of Purchaser’s actual
damages without a limit of any kind, and the Escrow Agent shall deliver the
Deposit to Purchaser.


ARTICLE IX



BROKERAGE COMMISSION


9.01         Except for
Cushman & Wakefield, whose commission shall be paid by the Seller pursuant
to a separate agreement between Seller and Cushman & Wakefield, neither Seller
nor Purchaser has engaged the services of, nor is it or will it become liable
to, any real estate agent, broker, finder or any other person or entity for any
brokerage or finder’s fee, commission or other amount with respect to the
transactions described herein.  Each
party shall indemnify, defend and hold the other party harmless against all
loss, liability and expense, including reasonable attorney’s fees and costs,
suffered by such other party due to a breach of the foregoing representation,
covenant, and warranty.  This Section
9.01 shall survive Settlement and the delivery of the Deed or the termination
of this Agreement.



 12
 









ARTICLE X



ESCROW AGREEMENT


10.01       Investment and
Use of Funds; Fee.  Upon receipt of
counterparts of this Agreement executed by the Purchaser and the Seller
and  the Deposit, the Escrow Agent shall
promptly (a) invest the Deposit in government insured interest-bearing accounts
satisfactory to Purchaser, (b) evidence its receipt and investment of the
Deposit by executing the counterparts of the Agreement, and (c) provide
Purchaser and Seller with fully executed counterparts of this Agreement.  The Escrow Agent shall not commingle the
Deposit with any funds of the Escrow Agent or others.


10.02       Termination of
Escrow.  Subject to Section 1.02(a),
upon not less than five business days prior written notice to the Escrow Agent
and the other party, Escrow Agent shall deliver the Deposit to the party
requesting the same; provided, however, that if the other party shall, within
said five business day period, deliver to the requesting party and the Escrow
Agent a written notice that it disputes the claim to the Deposit, Escrow Agent
shall retain the Deposit until it receives written instructions executed by
both Seller and Purchaser as to the disposition and disbursement of the
Deposit, or until ordered by final court order, decree or judgment, which is
not subject to appeal, to deliver the Deposit to a particular party, in which
event the Deposit shall be delivered in accordance with such notice,
instructions, order, decree or judgment.


10.03       Interpleader.  Seller and Purchaser mutually agree that in
the event of any controversy regarding the Deposit, unless mutual written
instructions are received by the Escrow Agent directing the Deposit’s disposition,
the Escrow Agent shall not take any action, but instead shall await the
disposition of any proceeding relating to the Deposit or, at the Escrow Agent’s
option, the Escrow Agent may interplead all parties and deposit the Deposit
with a court of competent jurisdiction in which event the Escrow Agent may
recover all of its court costs and reasonable attorneys’ fees.  Seller or Purchaser, whichever loses in any
such interpleader action, shall be solely obligated to pay such costs and fees
of the Escrow Agent, as well as the reasonable attorneys’ fees of the
prevailing party in accordance with the other provisions of this Agreement.


ARTICLE XI



MISCELLANEOUS


11.01       Notice.  Any notice, consent or approval required or
permitted to be given under this Agreement shall be in writing and shall be
deemed to have been given upon (a) hand delivery, (b) one business day after
being deposited with a reliable overnight courier service, with receipt
acknowledgment requested, (c) upon receipt if transmitted by confirmed
facsimile, or (d) three business days after deposit if deposited in the United
States mail, registered or certified mail, postage prepaid, return receipt
required, and addressed as follows:


	
  IF TO
  PURCHASER:

  	
   

  	
  c/o Wells Real
  Estate Funds 

  6200 The Corners Parkway 

  Norcross, Georgia 30092 



  



 



 13
 









 


	
  

  	
  Attn:

  	
   Joe Oglesby 

  Senior Vice President - Acquisitions 

  
	
   

  	
  Fax No.: 770-243-8510

  



 


	
  WITH A
  COPY TO:

  	
   

  	
  DLA Piper US LLP
  

  153 Townsend Street 

  Suite 800 San Francisco, California 94107 

  
	
   

  	
  Attn:

  	
   Stephen A. Cowan 

  
	
   

  	
  Fax No.:
  415-659-7500

  



 


	
  IF TO
  SELLER:

  	
   

  	
  CH2M Hill, Inc. 

  9191 S. Jamaica Street 

  Englewood, CO 80112 

  
	
  

  	
  Attn:

  	
  John H. Degnan
  III 

  
	
   

  	
   

  	
  Director -
  Corporate Real Estate 

  
	
   

  	
  Fax No.:
  720-286-8042

  



 


	
  WITH A
  COPY TO:

  	
   

  	
  CH2M Hill, Inc. 

  9191 S. Jamaica Street 

  Englewood, CO 80112 

  
	
   

  	
  Attn:

  	
  Benjamin M. Chin
  

  
	
   

  	
   

  	
  Corporate
  Counsel 

  
	
   

  	
  Fax No.:
  720-286-9204

  



 


or such other address as either party may
from time to time specify in writing to the other.


11.02       Assignment;
Successors and Assigns.  Except as
otherwise provided in Section 11.11, Purchaser may not assign its rights
hereunder without the prior written consent of Seller. No assignment shall
release Purchaser from liability hereunder. 
All rights and obligations of Seller and Purchaser under this Agreement
shall inure to and be binding on their respective successors and assigns.


11.03       Severability.  If any provision of this Agreement shall be
in violation of any applicable law or unenforceable for any reason, the
invalidity or unenforceability of any provision shall not invalidate or render
unenforceable any other provision 
hereof, which other provisions shall remain in full force and  effect.


11.04       Entire
Agreement.  This Agreement
constitutes the entire agreement between the parties hereto with respect to the
transactions contemplated hereby and supersedes all prior discussions,
understandings, agreements and negotiations between the parties hereto.


11.05       Modification.  This Agreement may be modified only by a
written instrument duly executed by the Purchaser and Seller hereto.  Any modification to Article X must be by a
written instrument also executed by Escrow Agent.


11.06       Incorporation
by Reference.  All of the exhibits
attached to this Agreement are by this reference incorporated herein and made a
part hereof.



 14
 









11.07       Time is of the
Essence.  Time is of the essence with
respect to every provision of this Agreement.


11.08       No Presumption.  The parties acknowledge that each party and
its counsel have participated in the negotiation and preparation of this
Agreement.  This Agreement shall be
construed without regard to any presumption or other rule requiring
construction against the party causing the Agreement to be drafted.


11.09       Days.  If any action is required to be performed, or
if any notice, consent or other communication is given, on a day that is a
Saturday or Sunday or a legal federal holiday, such performance shall be deemed
to be required, and such notice, consent or other communication shall be deemed
to be given, on the first business day following such Saturday, Sunday or legal
holiday. Unless otherwise specified herein, all references herein to a “day” or
“days” shall refer to calendar days and not business days.  A “business day” shall mean any day other
than a Saturday, Sunday or legal federal holiday.


11.10       Applicable Law.  This Agreement shall be construed, performed
and enforced in accordance with the laws of the jurisdiction in which the
Property is located.


11.11       Like-Kind
Exchange.  Each of Purchaser and
Seller reserves the right to assign its rights under this Agreement (but
without release of its obligations herein) to a third party who may purchase or
sell and thereafter exchange the Property in accordance with the provisions of
Section 1031 of the Internal Revenue Code of 1986, as amended.  Such exchange shall be accomplished at no
additional expense or delay to the other party and each party agrees to
indemnify the other against any claims or liabilities resulting solely from
such party structuring the transaction as an exchange, rather than a direct
purchase.


11.12       Confidentiality.  Purchaser shall keep confidential the
existence and terms of this Agreement and all documents, items, materials, data
and information furnished or otherwise made available by Seller pursuant to
this Agreement, and in the event this Agreement is terminated for any reason
other than consummation of the transaction contemplated hereby at Settlement,
Purchaser shall immediately return to Seller all such documents, items and
material furnished or otherwise made available by Seller, including all copies
thereof made by Purchaser; provided, however, these obligations shall terminate
at the Settlement.  As used herein, the
term “keep confidential” shall mean that Purchaser shall not disclose or
publish the data and information to any person or entity other its officers,
directors, lenders, attorneys or accountants involved in the negotiation and
consummation of this transaction. 
Purchaser hereby agrees to indemnify and defend Seller and hold Seller
harmless against any injury, loss or damage suffered by Seller as a result of
any breach of this confidentiality provision, which indemnity shall survive
Settlement or the termination of this Agreement.  Notwithstanding the foregoing, the
information provided under the Confidentiality Agreement between Wells Real
Estate Funds and CH2M Hill Companies, Ltd. dated August 27, 2007 shall be
governed under the terms of such Agreement 
(including survival of its terms after the Settlement Date) and shall
expire in accordance with its terms.


11.13       Counterparts.  To facilitate execution, this Agreement may
be executed in as many counterparts as may be required.  It shall not be necessary that the signatures
on behalf of 



 15
 









all parties appear
on each counterpart hereof.  All
counterparts hereof shall collectively constitute a single agreement.  Signatures to this Agreement may be transmitted
by facsimile and such signatures shall be deemed to be originals.


11.14       No Personal
Liability.  Notwithstanding anything
appearing to the contrary in this Agreement, or any other document executed in
connection with the transactions contemplated hereby, neither party hereto
shall be entitled to enforce the liability and obligation of the other to pay,
perform, and observe the obligations contained in this Agreement by any action
or proceeding against any member, shareholder, partner, manager, director,
officer, agent, affiliate, beneficiary, trustee, or employee of the other party
(or any direct or indirect member, shareholder, partner or other owner of any
such member, shareholder, partner, manager, director, officer, agent, affiliate
or employee of such party, or any director, officer, employee, agent, manager
or trustee of any of the foregoing).


11.15       OFAC
Compliance.  Each Seller and
Purchaser represents, warrants and covenants to and for the benefit of the
other parties as follows for so long as this Agreement remains in effect: (i)
it if not acting, and will not act, directly or indirectly, for or on behalf of
any person, group, entity or nation named by any Executive Order or the United
States Department of the Treasury as a terrorist, “Specially Designated and
Blocked Persons,” or other banned or blocked person, group, entity, nation or
transaction pursuant to any law, order, rule or regulation that is enforced or
administered by the Office of Foreign Asset Control (“OFAC”) of the United States
Department of the Treasury; and (ii) it is not engaged, and will not be
engaged, directly or indirectly, in any dealings or transactions, and is not
and will not be otherwise associated with, any such person, group, entity or
nation.


 [Signature Page Follows]



 16
 









IN WITNESS
WHEREOF, this Agreement has been executed by the duly authorized
representatives of the parties as of the Effective Date.


 




	
  Seller:    

  	
  CH2M Hill, Inc., a
  Florida corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Brian Shelton

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President
  & Treasurer

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Purchaser:    

  	
  Wells REIT II —
  South Jamaica Street, LLC, a 

  Delaware limited liability company

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Wells
  Operating Partnership II, L.P., 

  a Delaware limited partnership, its sole member

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By: Wells Real
  Estate Investment Trust II, Inc., a 

  Maryland corporation, its general partner

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Escrow Agent:    

  	
  Chicago Title
  Company, an Illinois corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


Schedule of Exhibits:


Exhibit A — Legal
Description


Exhibit B — Form of Deed


Exhibit C — Bill of Sale


Exhibit D — Form of Lease


Exhibit E — Form of
Memorandum of Lease


Exhibit F —
Personal Property List


Exhibit G — List
of Proceedings and Other Disclosures


Exhibit H — List of Contracts


 



 17















EXHIBIT A


LEGAL DESCRIPTION


Lot 1A, Block 26, Meridian Office Park Filing
No. 1, 24th Amendment, Douglas County,
Colorado.  Also known as 9191
Jamaica Street (West Building) and 9193 Jamaica Street, Englewood, Colorado
80112 (South Building).


Lot 1A, Block 27, Meridian Office Park Filing No. 1, 24th Amendment, according to the plat thereof
recorded December 21, 2001 under Reception No. D1125339, Douglas County,
Colorado.  Also known as 9189 Jamaica
Street, Englewood, Colorado 80112 (North Building).


Lot 2A, Block 27, Meridian Office Park,
Filing No. 1, 24th Amendment, County of
Douglas, State of Colorado. Also known as 9127 Jamaica Street,
Englewood, Colorado 80112 (East Building).


 


 


 



 A-1















EXHIBIT B


FORM OF DEED


RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:


NAME:


ADDRESS:


ATTN:


CITY:


STATE:


ZIP:


SPECIAL WARRANTY DEED


CH2M HILL, Inc., a
Florida corporation (“Grantor”), for
and in consideration of the sum of Ten Dollars ($10.00) and other valuable
consideration paid to Grantor by                             ,
a                             
(hereinafter called “Grantee”), the
receipt and sufficiency of which are hereby acknowledged, does hereby GRANT,
SELL, CONVEY, ASSIGN and DELIVER to Grantee (1) the land described in Annex A
attached hereto and hereby made a part hereof, and (2) all other rights, titles
and interests of Grantor in and to (a) such land, (b) the buildings and other
improvements situated on such land, (c) any fixtures and other property affixed
thereto and (d) the adjacent streets, alleys and rights-of-way (all of the
property interests conveyed hereby being hereinafter collectively referred to
as the “Property”); however, this conveyance is
made by Grantor and accepted by Grantee subject to all taxes and assessments
that are liens not yet due and payable and all matters disclosed by the survey
dated [September    ,  2007] and all encumbrances of record
(the  Encumbrances”).


TO HAVE AND TO HOLD the
Property, together with all and singular the rights and appurtenances thereto
belonging unto Grantee, its successors and assigns, forever, and Grantor does
hereby bind Grantor and Grantor’s successors and assigns to warrant and forever
defend all and singular the said premises unto Grantee, its successors and
assigns against every person whomsoever lawfully claiming, or to claim the
same, or any part thereof by, through or under Grantor, but not otherwise;
subject, however, to the Encumbrances. Except as expressly set forth in the preceding
sentence, Grantor makes no warranty of title, express or implied.


Grantee hereby assumes
the obligations (including any personal obligations) of Grantor, if any,
created by or under, and agrees to be bound by the terms and conditions of, the
Encumbrances to the extent that the same concern or apply to the land or
improvements conveyed by this Deed.


IN WITNESS WHEREOF,
Grantor and Grantee have signed this Deed to be effective as of                             
2007.


 



 B-1
 









 


	
  

  	
   

  	
  CH2M HILL, INC., a Florida
  corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brian R. Shelton

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  	
   

  



 


	
  STATE OF

  	
   

  	
         §

  
	
   

  	
   

  	
         §

  
	
  COUNTY OF

  	
   

  	
         §

  



 


This Deed was
acknowledged before me this                          ,
2007, by Brian R. Shelton, Vice President and Treasurer of CH2M HILL, Inc., a
Florida corporation, on behalf of such corporation.


	
  

  	
   

  
	
   

  	
       Notary Public, State
  of

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (printed name)

  	
   

  
	
   

  	
   

  	
   

  



 


	
  My commission
  expires:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


Annex
A


LEGAL DESCRIPTION


Lot 1A,
Block 26, Meridian Office Park, Filing No. 1, 24th Amendment, County of Douglas, State of
Colorado.  Also known as 9191 Jamaica
Street (West Building) and 9193 Jamaica Street, Englewood, Colorado 80112
(South Building).


Lot 1A,
Block 27, Meridian Office Park, Filing No. 1, 24th Amendment, County of Douglas, State of
Colorado.  Also known as 9189 Jamaica
Street, Englewood, Colorado 80112 (North Building).


Lot 2A,
Block 27, Meridian Office Park, Filing No. 1, 24th Amendment, County of Douglas, State of
Colorado.  Also known as 9127 Jamaica
Street, Englewood, Colorado 80112 (East Building).


 



 B-2















EXHIBIT C


FORM OF BILL OF SALE


 


BILL OF SALE


                               ,
a                                 
(“Grantor”), for good and valuable consideration to Grantor in hand paid by                                ,
a                                 
(“Grantee”), the receipt and sufficiency of which is hereby acknowledged, does
hereby sell and deliver to Grantee all of Grantor’s right, title and interest,
if any, in and to the Personal Property (as defined in that certain Agreement
of Purchase and Sale dated as of                ,
200    between Grantor and Grantee (the “Purchase Agreement”)).


The Personal
Property is in a used condition, and Grantor is neither a manufacturer, nor
distributor of, nor dealer nor merchant in, said Personal Property.  Grantor makes no representations, express or
implied, as to the condition or state of repair of the Personal Property,
including warranties of fitness or merchantability, it being expressly
understood that the Personal Property is being sold to Grantee in its present “AS IS, WHERE IS” condition and with all
faults.  By acceptance of delivery of the
Personal Property, Grantee affirms that it has not relied on Grantor’s skill or
judgment to select or furnish said Personal Property for any particular
purpose, and that Grantor makes no warranty that said Personal Property is fit
for any particular purpose and that there are no representations or warranties,
express, implied or statutory.



 C-1
 









IN WITNESS WHEREOF, Seller
has executed this Bill of Sale as of the            
day of               ,
200   .


	
  Grantor:          

  	
  CH2M Hill, Inc., a
  Florida corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


	
  

  	
  Date:

  	
   

  



 


	
  Grantee:          

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
   

  
	
   

  	
  Name: 

  	
   

  
	
   

  	
  Title:

  	
   

  



 


 



 C-2















EXHIBIT D


FORM OF LEASE


 


 


 


 


 


 



 D-1















 


EXHIBIT E


FORM OF MEMORANDUM OF
LEASE


This memorandum of lease (the “Memo”), as
of September     , 2007, is by and between  Wells REIT II — South Jamaica Street, LLC,
a Delaware limited liability company (“Landlord”) and CH2M HILL, Inc., a
Florida corporation (“Tenant”).


Recitals


A.            Landlord, pursuant to the provisions
of the lease as of September    , 2007
(the “Lease”), leased to Tenant the company campus (more particularly described
in the Lease, Exhibit A, the “Premises”) containing office buildings located at
9127, 9189, 9191, and 9193 South Jamaica Street, Englewood, Colorado 80112 (the
“Buildings”).


B.            The provisions of said Lease specify
that the Commencement Date of September     , 2007.


NOW,
THEREFORE, in consideration of the covenants and provisions in this Memo, and
other good and valuable consideration, the sufficiency of which Landlord and
Tenant hereby acknowledge, Landlord and Tenant agree:


1.             Confirmation of Defined Terms.  All terms previously defined and capitalized
in the Lease shall hold the same meaning for the purposes of this Memo.


2.             Confirmation of Commencement Date
and Term.  The Commencement Date is
hereby confirmed to be September   , 2007, and the Term is
hereby confirmed from and including September     ,
2007, to and including                      
    , 2017.


Landlord
and Tenant have duly executed this document as of the above day and year.


	
  Landlord: 

  Wells REIT II — South Jamaica Street, LLC, a Delaware limited liability
  company 

  	
   

  	
  Tenant: 

  CH2M HILL, Inc. 

  
	
   

  	
   

  	
   

  	
   

  
	
  By: Wells
  Operating Partnership II, L.P., a 

  Delaware limited partnership, its sole member 

  	
   

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Print Name:

  	
   

  
	
  By: Wells Real
  Estate Investment Trust II, Inc., a

  	
   

  	
  Title:  

  	
   

  
	
  Maryland
  corporation, its general partner 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


	
  By: 

  	
   

  	
   

  
	
  Print Name: 

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


 


 



 E-1















EXHIBIT F


PERSONAL PROPERTY LIST


1.             all equipment
and fixtures permanently attached to the buildings (including all mechanical,
HVAC, electrical, plumbing, life safety and security systems and their
associated equipment and components in place), but excluding furniture,
cafeteria/kitchen equipment and improvements, data center equipment and
improvements, fixtures and equipment owned or leased by the tenant and all
voice and data systems.


2.             spare or
replacement parts for building equipment in inventory at lease expiration as
extended.


3.             exterior
courtyard furniture.


 


 


 



 F-1















EXHIBIT G


LIST OF PROCEEDINGS AND OTHER DISCLOSURES


None.


 


 


 



 G-1















EXHIBIT H


LIST OF CONTRACTS


None.


 


 


 


 


 



 H-1