10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________ 

FORM 10-Q

_______________________________________ 

(Mark One)
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013

or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______ to _______

Commission file number 000-27888

_______________________________________ 

WELLS REAL ESTATE FUND VIII, L.P.

(Exact name of registrant as specified in its charter)

_______________________________________ 

Georgia	58-2126618
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

6200 The Corners Pkwy., Norcross, Georgia	30092-3365
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code	(770) 449-7800

N/A

(Former name, former address, and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  x    No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x (Do not check if a smaller reporting company)	Smaller reporting company	o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  o     No  x

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-Q of Wells Real Estate Fund VIII, L.P. (the "Partnership," "we," "our," "us," or the "Registrant") other than historical facts may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Such statements include, in particular, statements about our plans, strategies, and prospects and are subject to certain risks and uncertainties, as well as known and unknown risks, which could cause actual results to differ materially from those projected or anticipated. Therefore, such statements are not intended to be a guarantee of our performance in future periods. Such forward-looking statements can generally be identified by our use of forward-looking terminology such as "may," "will," "expect," "intend," "anticipate," "estimate," "believe," "continue," or other similar words. Specifically, we consider, among others, statements concerning future operating results and cash flows, our ability to meet future obligations, and the amount and timing of any future distributions to limited partners to be forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date this report is filed with the Securities and Exchange Commission ("SEC"). We make no representations or warranties (express or implied) about the accuracy of any such forward-looking statements contained in this Form 10-Q, and we do not intend to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Any such forward-looking statements are subject to unknown risks, uncertainties, and other factors and are based on a number of assumptions involving judgments with respect to, among other things, future economic, competitive, and market conditions, all of which are difficult or impossible to predict accurately. To the extent that our assumptions differ from actual results, our ability to meet such forward-looking statements, including our ability to generate positive cash flow from operations, provide distributions to partners, and maintain the value of our real estate properties, may be significantly hindered. See Item 1A in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012 for a discussion of some of the risks and uncertainties, although not all risks and uncertainties, which could cause actual results to differ materially from those presented in our forward-looking statements.

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WELLS REAL ESTATE FUND VIII, L.P.

TABLE OF CONTENTS

			Page No.
PART I.	FINANCIAL INFORMATION
	Item 1.	Financial Statements	4
		Balance Sheets as of September 30, 2013 (unaudited) and December 31, 2012	5
		Statements of Operations for the Three Months and Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	6
		Statements of Partners' Capital for the Year Ended December 31, 2012 and the Nine Months Ended September 30, 2013 (unaudited)	7
		Statements of Cash Flows for the Nine Months Ended September 30, 2013 (unaudited) and 2012 (unaudited)	8
		Condensed Notes to Financial Statements (unaudited)	9
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	19
	Item 4.	Controls and Procedures	19
PART II.	OTHER INFORMATION
	Item 1.	Legal Proceedings	19
	Item 1A.	Risk Factors	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.	Defaults Upon Senior Securities	19
	Item 4.	Mine Safety Disclosures	19
	Item 5.	Other Information	19
	Item 6.	Exhibits	20

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The information presented in the Partnership's accompanying balance sheets and statements of operations, partners' capital, and cash flows reflects all adjustments that are, in management's opinion, necessary for a fair and consistent presentation of the aforementioned financial statements.

The accompanying financial statements should be read in conjunction with the notes to the Partnership's financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations, all included in both this Quarterly Report on Form 10-Q and in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012. The Partnership's results of operations for the three months and nine months ended September 30, 2013 are not necessarily indicative of the operating results expected for the full year.

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WELLS REAL ESTATE FUND VIII, L.P.

BALANCE SHEETS

	(Unaudited)
	September 30, 2013		December 31, 2012
Assets:
Investment in joint venture	$	1,960,945	$	4,982,117
Cash and cash equivalents	5,578,285		1,721,154
Due from joint venture	—		32,804
Other assets	2,409		5,060
Total assets	$	7,541,639	$	6,741,135
Liabilities:
Accounts payable and accrued expenses	$	2,986	$	8,103
Due to affiliates	4,689		8,287
Total liabilities	7,675		16,390
Commitments and Contingencies
Partners' Capital:
Limited partners:
Class A – 2,949,979 units issued and outstanding	6,641,118		6,723,725
Class B – 253,287 units issued and outstanding	892,846		—
General partners	—		1,020
Total partners' capital	7,533,964		6,724,745
Total liabilities and partners' capital	$	7,541,639	$	6,741,135

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF OPERATIONS

	(Unaudited)						(Unaudited)
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2013			2012			2013			2012
Equity in Income (Loss) of Joint Venture	$	(70,990	)	$	3,963		$	936,245		$	192,642
Interest and Other Income	2,497			260			5,236			781
General and Administrative Expenses	32,394			44,813			132,262			147,789
Net Income (Loss)	$	(100,887	)	$	(40,590	)	$	809,219		$	45,634
Net Income (Loss) Allocated To:
Class A Limited Partners	$	—		$	(40,184	)	$	(82,607	)	$	45,177
Class B Limited Partners	$	(100,887	)	$	—		$	892,846		$	—
General Partners	$	—		$	(406	)	$	(1,020	)	$	457
Net Income (Loss) Per Weighted-Average Limited Partner Unit:
Class A	$	0.00		$	(0.01	)	$	(0.03	)	$	0.02
Class B	$	(0.40	)	$	0.00		$	3.53		$	0.00
Weighted-Average Limited Partner Units Outstanding:
Class A	2,949,979			2,949,979			2,949,979			2,949,979
Class B	253,287			253,287			253,287			253,287

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF PARTNERS' CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2012

AND THE NINE MONTHS ENDED SEPTEMBER 30, 2013 (UNAUDITED)

	Limited Partners							General Partners			Total Partners' Capital
	Class A				Class B
	Units	Amount			Units	Amount
BALANCE, December 31, 2011	2,949,979	$	6,725,852		253,287	$	—	$	1,041		$	6,726,893
Net loss	—	(2,127		)	—	—		(21		)	(2,148		)
BALANCE, December 31, 2012	2,949,979	6,723,725			253,287	—		1,020			6,724,745
Net income (loss)	—	(82,607		)	—	892,846		(1,020		)	809,219
BALANCE, September 30, 2013	2,949,979	$	6,641,118		253,287	$	892,846	$	—		$	7,533,964

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

STATEMENTS OF CASH FLOWS

	(Unaudited)
	Nine Months Ended
	September 30,
	2013			2012
Cash Flows from Operating Activities:
Net income	$	809,219		$	45,634
Operating distributions received from the joint venture	32,804			387,681
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in income of joint venture	(936,245		)	(192,642		)
Changes in assets and liabilities:
Decrease (increase) in other assets	2,651			(39		)
Decrease in accounts payable and accrued expenses	(5,117		)	(5,006		)
(Decrease) increase in due to affiliates	(3,598		)	260
Net cash (used in) provided by operating activities	(100,286		)	235,888
Cash Flows from Investing Activities:
Net sale proceeds received from joint venture	4,318,951			—
Investment in joint venture	(361,534		)	—
Net cash provided by investing activities	3,957,417			—
Net Increase in Cash and Cash Equivalents	3,857,131			235,888
Cash and Cash Equivalents, beginning of period	1,721,154			1,440,484
Cash and Cash Equivalents, end of period	$	5,578,285		$	1,676,372

See accompanying notes.

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WELLS REAL ESTATE FUND VIII, L.P.

CONDENSED NOTES TO FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 (unaudited)

1. ORGANIZATION AND BUSINESS

Wells Real Estate Fund VIII, L.P. (the "Partnership") is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. ("Wells Partners"), a Georgia nonpublic limited partnership, serving as its general partners (collectively, "General Partners"). Wells Capital, Inc. ("Wells Capital") serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. ("WREF"). Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Class A Units or Class B Units. Limited partners have the right to change their prior elections to have some or all of their units treated as Class A Units or Class B Units one time during each quarterly accounting period. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; (c) add or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; (f) authorize a merger or a consolidation of the Partnership; and (g) approve a sale involving all or substantially all of the Partnership's assets, subject to certain limitations. A majority vote on any of the above-described matters will bind the Partnership, without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.

On January 6, 1995, the Partnership commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The offering was terminated on January 4, 1996, at which time the Partnership had sold approximately 2,613,534 Class A Units and 590,735 Class B Units representing total limited partner capital contributions of $32,042,689.

The Partnership owns indirect interests in all of its real estate assets through a joint venture with an entity affiliated with the General Partners. During the periods presented, the Partnership owned an interest in the following joint venture (the "Joint Venture") and properties:

Joint Venture	Joint Venture Partners	Ownership %	Properties
Fund VIII and Fund IX Associates ("Fund VIII-IX Associates" or the "Joint Venture")	• Wells Real Estate Fund VIII, L.P. • Wells Real Estate Fund IX, L.P.	54.8% 45.2%	1.  US Cellular Building(1) A four-story office building located in Madison, Wisconsin 2.  305 Interlocken Parkway A two-story office building located in Broomfield, Colorado

⁽¹⁾This property was sold on March 22, 2013.

Wells Real Estate Fund IX, L.P. is affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Venture and foregoing properties, refer to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

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Investment in Joint Venture

The Partnership has evaluated the Joint Venture and concluded that it is not a variable interest entity. The Partnership does not have control over the operations of the Joint Venture; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint Venture or its real property investments. Accordingly, the Partnership accounts for its investment in the Joint Venture using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreement, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

The Partnership continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the Partnership's investment in Fund VIII-IX Associates may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. The Partnership has determined that there have been no impairments in the carrying value of any of its real estate assets to date; however, certain of the Partnership's assets may be carried at an amount more than could be realized in a current disposition transaction.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as little, if any, related market activity or information is available. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Partnership may assign an estimated probability-weighting to more than one fair value estimate based on the Partnership's assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

Projections of expected future cash flows require that the Partnership estimate future market rental income, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by Fund VIII-IX Associates and net income (loss) of the Partnership.

Distribution of Net Cash from Operations

Net cash from operations, if available and unless reserved, is generally distributed quarterly to the limited partners as follows:

• First, to all limited partners holding Class A Units on a per-unit basis until such limited partners have received distributions equal to a 10% per annum return on their respective net capital contributions, as defined;

• Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership; and

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• Third, to the limited partners holding Class A Units on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.

No distributions of net cash from operations will be made to limited partners holding Class B Units.

Distribution of Net Sale Proceeds

Upon sales of properties, unless reserved, net sale proceeds are distributed in the following order:

• In the event that the particular property sold is sold for a price less than its original property purchase price, to the limited partners holding Class A Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Class B Units with respect to such property;

• To limited partners holding units which at any time have been treated as Class B Units, until each limited partner has received an amount necessary to equal the net cash available for distribution previously received by the limited partners holding Class A Units on a per-unit basis;

• To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contributions, as defined;

• To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital contributions, as defined;

• To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partners' returns (defined as the sum of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class B Units);

• To the General Partners until they have received 100% of their respective capital contributions; in the event that the limited partners have received aggregate cash distributions from the Partnership over the life of their respective investments in excess of a return of their respective net capital contributions, plus the preferential limited partner return, the General Partners shall receive an additional sum equal to 25% of such excess; and

• Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.

Allocations of Net Income, Net Loss, and Gain on Sale

For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the limited partners holding Class A Units and the General Partners. To the extent the Partnership's net income in any year exceeds net cash from operations, such excess net income will be allocated 99% to the limited partners and 1% to the General Partners.

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then, to any partner having a positive balance in his capital account in an amount not to exceed such positive balance; and (c) thereafter, to the General Partners.

Gain on the sale or exchange of the Partnership's properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Recent Accounting Pronouncement

In April 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-07, Presentation of Financial Statements Topic Liquidation Basis of Accounting ("ASU 2013-07"). ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the

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Partnership beginning on January 1, 2014. The Partnership expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosures.

3. INVESTMENT IN JOINT VENTURE

Summary of Financial Information

Condensed financial information for the joint venture in which the Partnership held a direct interest for the three months and nine months ended September 30, 2013 and 2012, respectively, is presented below: 

	Total Revenues				Loss From Continuing Operations						Income (Loss) From Discontinued Operations					Net Income (Loss)
	Three Months Ended				Three Months Ended						Three Months Ended					Three Months Ended
	September 30,				September 30,						September 30,					September 30,
	2013		2012		2013			2012			2013			2012		2013			2012
Fund VIII-IX Associates	$	—	$	53,614	$	(128,920	)	$	(56,633	)	$	(631	)	$	63,866	$	(129,551	)	$	7,233

	Total Revenues				Income (Loss) From Continuing Operations					Income From Discontinued Operations				Net Income
	Nine Months Ended				Nine Months Ended					Nine Months Ended				Nine Months Ended
	September 30,				September 30,					September 30,				September 30,
	2013		2012		2013			2012		2013		2012		2013		2012
Fund VIII-IX Associates	$	—	$	446,979	$	(405,436	)	$	127,287	$	2,114,015	$	224,271	$	1,708,579	$	351,558

The Partnership allocates its share of net income, net loss, and gain on sale generated by the properties owned by the Joint Venture to its Class A and Class B limited partners pursuant to the partnership agreement provisions outlined in Note 2. The components of income from discontinued operations recognized by the Joint Venture are provided below:

	Nine Months Ended						Nine Months Ended
	September 30, 2013						September 30, 2012
	Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total
Fund VIII-IX Associates	$	87,612	$	2,026,403	$	2,114,015	$	224,271	$	—	$	224,271

Due from Joint Venture

As presented in the accompanying balance sheets, due from joint venture as of December 31, 2012 represents operating cash flow generated by Fund VIII-IX Associates for the three months ended December 31, 2012, which is attributable to the Partnership.

4. RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. ("Wells Management"), an affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnership's properties owned through the Joint Venture, equal to (a) 3% for management services and 3% for leasing services of the gross revenues collected monthly, plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm's-length transactions by others rendering similar services in the same geographic area for similar properties, which is assessed periodically based on market studies, or (b) in the case of commercial properties leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. Management and leasing fees are paid by the Joint Venture and, accordingly, are included in equity in income (loss) of joint venture in the accompanying statements of operations. The Partnership's share of management and leasing fees and lease acquisition costs incurred through the Joint Venture and payable to Wells Management is $0 and $13,433 for the three months ended September 30, 2013 and 2012, respectively, and $6,052 and $44,833 for the nine months ended September 30, 2013 and 2012, respectively.

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Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnership's General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of the amount of time dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership incurred administrative expenses of $14,333 and $28,041 payable to Wells Capital and Wells Management for the three months ended September 30, 2013 and 2012, respectively, and $48,117 and $74,581 for the nine months ended September 30, 2013 and 2012, respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership ("bill-backs") directly and invoice the Partnership for the reimbursement thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of September 30, 2013 and December 31, 2012 represents administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Operational Dependency

The Partnership has engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days' written notice. As a result of these relationships, the Partnership's operations are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc., Wells Management, Wells Core Office Income REIT Advisory Services, LLC, and their affiliates represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the management of assets for WREF-sponsored programs and the volume of future dispositions of real estate assets by WREF-sponsored programs, as well as distribution income earned from its holdings of common stock of Piedmont REIT, which was acquired in connection with the Piedmont REIT internalization transaction. As of September 30, 2013, the Partnership has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due. Modifying service agreements between WREF, or its affiliates, and the Partnership, or other WREF-sponsored programs, could impact WREF's future net income and future access to liquidity and capital resources. For example, a large portion of WREF's income is derived under agreements with Columbia Property Trust, Inc. ("Columbia"), formerly known as Wells Real Estate Investment Trust II, Inc. Effective February 28, 2013, Columbia transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond December 31, 2013. In addition, a smaller portion of WREF’s income is derived under agreements with CatchMark Timber Trust, Inc. (“CatchMark”), formerly known as Wells Timberland REIT, Inc. Effective October 25, 2013, CatchMark also transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond June 30, 2014. As such, WREF does not expect to receive significant compensation from Columbia or CatchMark beyond December 31, 2013 and June 30, 2014, respectively.

5. COMMITMENTS AND CONTINGENCIES

From time to time, the Partnership and its General Partners are parties to legal proceedings which arise in the ordinary course of the Partnership's business. The Partnership is not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us.

6. SUBSEQUENT EVENT

Distribution of Net Sale Proceeds

On November 1, 2013, net sale proceeds of approximately $2,750,000 from the sales of 14079 Senlac Drive and the US Cellular Building were distributed to the limited partners of record as of September 30, 2013, which, under the terms of the partnership agreement, does not include limited partners acquiring units after June 30, 2013. Accordingly, the General Partners have determined to hold residual net sale proceeds in reserve to fund the Partnership's pro rata share of anticipated re-leasing costs at the Partnership's remaining property.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with the accompanying financial statements and notes thereto. See also "Cautionary Note Regarding Forward-Looking Statements" preceding Part I, as well as our financial statements, the notes thereto, and Management's Discussion and Analysis of Financial Condition and Results of Operations, all provided in our Annual Report on Form 10-K for the year ended December 31, 2012.

Overview

Management believes that the Partnership typically operates through the following five key life cycle phases. The duration of each phase is dependent upon various economic, industry, market, and other internal/external factors. Some overlap naturally exists in the transition from one phase to the next.

• Fundraising phase

The period during which the Partnership is raising capital through the sale and issuance of limited partner units to the public;

• Investing phase

The period during which the Partnership invests the capital raised during the fundraising phase, less upfront fees, into the acquisition of real estate assets;

• Holding phase

The period during which the Partnership owns and operates its real estate assets during the initial lease terms of the tenants;

• Positioning-for-sale phase

The period during which the leases in place at the time of acquisition expire and, thus, the Partnership expends time, effort, and funds to re-lease such space to existing and/or new tenants. Following the holding phase, the Partnership continues to own and operate the real estate assets, evaluate various options for disposition, and market the real estate assets for sale; and

• Disposition-and-liquidation phase

The period during which the Partnership sells its real estate investments, distributes net sale proceeds to the partners, liquidates, and terminates the Partnership.

Portfolio Overview

We are currently in the positioning-for-sale phase of our life cycle. We have sold seven of the eight properties in which we have held interests. On September 25, 2013, Fund VIII-IX Associates entered into an agreement to sell our remaining asset, 305 Interlocken Parkway, to an unaffiliated third party, for a gross sales price of $6,100,000, exclusive of closing costs (the "Agreement"). The Agreement is subject to a 60-day due diligence period and a financing contingency which must be satisfied by November 30, 2013. The earnest money deposit of $150,000 will become non-refundable upon the expiration of the due diligence period and satisfaction of the aforementioned financing contingency. The Partnership expects the closing of this transaction to occur during the fourth quarter of 2013; however, there are no assurances regarding when or if this sale will be completed.

The third quarter 2013 operating distributions to limited partners were reserved. Our General Partners anticipate that operating distributions to limited partners will continue to be reserved in the near-term due to the current vacancy at our remaining property, 305 Interlocken Parkway, and our intention to fund our pro rata share of property operating costs and anticipated re-leasing costs should the transaction disclosed above not be completed as anticipated. On November 1, 2013, our General Partners distributed approximately $2,750,000 from the sales of 14079 Senlac Drive and the US Cellular Building.

Property Summary

As of October 31, 2013, we owned an interest in one property. As noted above under Portfolio Overview, we anticipate selling our remaining property in the fourth quarter of 2013, but as there are no assurances regarding when or if this sale will be completed, we will continue our leasing and marketing efforts.

Information relating to the properties owned, or previously owned, by the joint ventures is provided below:

• Hannover Center was sold on April 29, 2004.

• The 15253 Bake Parkway property was sold on December 2, 2004.

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• An outparcel of land at Tanglewood Commons was sold on October 7, 2002. The Tanglewood Commons shopping center and one outparcel of land was sold on April 21, 2005. On October 12, 2005, a portion of one of the remaining outparcels of land was condemned. On January 31, 2007, the two remaining outparcels of land were sold to Wells Management, an affiliate of the General Partners, after seeking the approval of the limited partners.

• The CH2M Hill Building was sold on December 7, 2005.

• The BellSouth Building was sold on May 15, 2006.

• The 14079 Senlac Drive property was sold on November 29, 2007.

• The US Cellular Building, located in Madison, Wisconsin was sold on March 22, 2013.

• The 305 Interlocken Parkway property, located in the Broomfield submarket of Denver, Colorado, is currently vacant. On September 25, 2013, Fund VIII-IX Associates entered into an agreement to sell the 305 Interlocken Parkway property; however, there are no assurances regarding when or if this sale will be completed.

Liquidity and Capital Resources

Overview

The Partnership is an investment vehicle formed for the purpose of acquiring, owning, and operating income-producing real properties or investing in joint ventures formed for the same purpose, and has invested all of the partners' original net offering proceeds available for investment. Thus, it is unlikely that we will acquire interests in any additional properties or joint ventures. Historically, our investment strategy has generally involved acquiring properties on an all-cash basis that are preleased to creditworthy tenants through joint ventures with affiliated partnerships.

Our operating strategy entails funding expenditures related to the recurring operations of Fund VIII-IX Associates' remaining property and the portfolio with operating cash flows, including current and prior period operating distributions received from Fund VIII-IX Associates, and assessing the amount of remaining cash flows that will be required to fund known future re-leasing costs and other capital improvements. Any residual operating cash flows are generally considered available for distribution to the Class A limited partners and, unless reserved, are generally paid quarterly. To the extent that operating cash flows are insufficient to fund our recurring operations, net sale proceeds will be utilized. As a result, the ongoing monitoring of our cash position is critical to ensuring that adequate liquidity and capital resources are available. Economic downturns in our remaining market could adversely impact our ability to re-lease the current space at 305 Interlocken Parkway on favorable terms, which could have an adverse effect on our operating cash flows and our ability to provide funding for capital needs.

Short-Term Liquidity

During the nine months ended September 30, 2013, net cash outflows from operating activities were approximately $100,000 primarily due to (i) Fund VIII-IX Associates retaining its operating cash flow to fund re-leasing costs at the US Cellular Building, prior to its disposition, and property costs at 305 Interlocken Parkway as a result of the current vacancy, and (ii) funding our general and administrative expenses. The extent to which future operating distributions are paid to limited partners will be largely dependent upon the amount of cash generated by Fund VIII-IX Associates, our expectations of future cash flows, and determination of near-term cash needs to fund our share of property operating costs, tenant re-leasing costs and other capital improvements for our remaining property. We anticipate that operating distributions from Fund VIII-IX Associates will decline in the near-term as a result of (i) the current vacancy at the 305 Interlocken Parkway property and (ii) our intention to fund our pro rata share of anticipated re-leasing costs at the 305 Interlocken Parkway property should the anticipated disposition transaction not be completed as anticipated.

During the nine months ended September 30, 2013, we received net sale proceeds from the sale of the US Cellular Building of approximately $4,319,000. During the nine months ended September 30, 2013, we invested approximately $362,000 in Fund VIII-IX Associates to (i) fund our pro rata share of tenant improvements at the US Cellular Building related to recent leasing activity, prior to its disposition and (ii) fund our pro rata share of operating expenses at the 305 Interlocken Parkway property as a result of the current vacancy.

We believe that the cash on hand will be sufficient to cover our working capital needs, including those provided for within our total liabilities of approximately $8,000, as of September 30, 2013.

Long-Term Liquidity

We expect that our future sources of capital will be primarily derived from operating cash flows generated from the remaining property owned by Fund VIII-IX Associates once it is leased, and net proceeds generated from the sale of our remaining property. Our future long-term liquidity requirements will include, but not be limited to, funding our share of tenant improvements, renovations, expansions, and other significant capital improvements necessary for the remaining property owned through Fund

Page 15

VIII-IX Associates. We expect to continue to use substantially all future net cash from operations, including future distributions received from Fund VIII-IX Associates, to fund (i) leasing costs and capital expenditures necessary to position our remaining property for sale should the anticipated disposition transaction not be completed as anticipated and (ii) our general and administrative expenses. To the extent that residual operating cash flows remain after considering these funding requirements, we would then distribute such residual operating cash flow to the limited partners.

Capital Resources

We fund capital expenditures primarily related to building improvements for the purpose of maintaining the quality of our remaining property, and tenant improvements for the purpose of readying our remaining property for re-leasing. We will work with the Joint Venture to attempt to market the space to prospective new tenants. Generally, tenant improvements funded in connection with lease renewals require less capital than those funded in connection with new leases. However, external conditions, such as the supply of and demand for comparable space available within a given market, drive capital costs as well as rental rates.

Operating cash flows, if available, are generally distributed from the Joint Venture to us approximately one month following calendar quarter-ends. However, the Joint Venture will reserve operating distributions, or a portion thereof, as needed in order to fund known capital and other expenditures. Our cash management policy typically includes first utilizing current period operating cash flows until depleted, at which point operating reserves are utilized to fund capital and other required expenditures. In the event that current and prior period accumulated operating cash flows are insufficient to fund such costs, net sale proceeds reserves, if available, would then be utilized. Any capital or other expenditures not funded from the operations of the Joint Venture will be required to be funded by us and the other respective joint venture partners on a pro rata basis.

As of September 30, 2013, we have received, used, distributed, and held net sale proceeds allocated to us from the sale of properties as presented below:

Property Sold	Net Sale Proceeds			Partnership's Approximate Ownership %	Net Sale  Proceeds Allocated to the Partnership		Use of Net Sale Proceeds			Net Sale Proceeds Distributed to Partners		Undistributed Net Sale Proceeds
							Amount		Purpose
Tanglewood Commons Outparcel (sold in 2002)	$	524,398		32.4%	$	169,643	$	—	—	$	169,643	$	—
Hannover Center (sold in 2004)	$	1,703,431		63.4%	1,079,364		—		—	1,079,364		—
305 Interlocken Parkway (early termination in 2004)	$	800,000	(1)	54.8%	438,374		—		—	438,374		—
15253 Bake Parkway (sold in 2004)	$	11,892,035		46.1%	5,487,476		424,857		Re-leasing 15253 Bake  Parkway (2004) and the CH2M Hill  Building (2005)	5,062,619		—
Tanglewood Commons shopping center (sold in 2005)	$	11,236,283		32.4%	3,635,454		—		—	3,635,454		—
Tanglewood Commons land condemnation (sold in 2005)	$	52,050		32.4%	16,841		—		—	16,841		—
CH2M Hill Building (sold in 2005)	$	7,935,259		63.4%	5,028,105		—		—	5,028,105		—
BellSouth Building (sold in 2006)	$	12,846,928		32.4%	4,156,572		—		—	4,156,572		—
Tanglewood Commons outparcels (sold in 2007)	$	734,184		32.4%	237,542		—		—	237,542		—
14079 Senlac Drive (sold in 2007)	$	5,107,237		54.8%	2,798,597		—		—	2,275,484		523,113
US Cellular Building (sold in 2013)	$	7,881,771		54.8%	4,318,951		—		—	—		4,318,951
Total					$	27,366,919	$	424,857	—	$	22,099,998	$	4,842,064

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⁽¹⁾  The Partnership continues to own this property. The net sale proceeds represents payment received for unamortized tenant improvements in connection with the Cirrus Logic, Inc. lease termination.

Our General Partners distributed net sale proceeds of approximately $2,750,000 in November 2013 from the sales of 14079 Senlac Drive and the US Cellular Building. Our General Partners have decided to reserve the remainder of the net sale proceeds at this time due to the current vacancy at our remaining property, 305 Interlocken Parkway, and our intention to fund our pro rata share of property operating costs and anticipated re-leasing costs should the anticipated disposition transaction not be completed as anticipated.

Results of Operations

Comparison of the three months ended September 30, 2012 versus the three months ended September 30, 2013

Equity in Income (Loss) of Joint Venture

Equity in income (loss) of Joint Venture decreased from income of $3,963 for the three months ended September 30, 2012 to a loss of $(70,990) for the three months ended September 30, 2013, primarily due to the sale of the US Cellular Building in March 2013. Absent disposition or leasing activity at our remaining property, we expect equity in loss of Fund VIII-IX Associates for future periods to remain at a similar level as compared to the third quarter of 2013.

General and Administrative Expenses

General and administrative expenses decreased from $44,813 for the three months ended September 30, 2012 to $32,394 for the three months ended September 30, 2013, primarily due to a decrease in administrative reimbursements and administrative costs related to reporting and regulatory requirements. We anticipate that future general and administrative expenses will vary primarily based on future changes in our reporting and regulatory requirements.

Comparison of the nine months ended September 30, 2012 versus the nine months ended September 30, 2013

Equity in Income of Joint Venture

Equity in income of Joint Venture increased from $192,642 for the nine months ended September 30, 2012 to $936,245 for the nine months ended September 30, 2013, primarily due to the gain recognized on the sale of the US Cellular Building in March 2013, of which approximately $1,110,000 was allocated to the Partnership, partially offset by a decrease in rental and reimbursement income at the 305 Interlocken Parkway property as a result of the current vacancy. Absent disposition or leasing activity at our remaining property, we expect equity in income of Fund VIII-IX Associates for future periods to decline as a result of the disposition of the US Cellular Building in the first quarter of 2013.

General and Administrative Expenses

General and administrative expenses decreased from $147,789 for the nine months ended September 30, 2012 to $132,262 for the nine months ended September 30, 2013, primarily due to a decrease in administrative reimbursements and administrative costs related to reporting and regulatory requirements. We anticipate that future general and administrative expenses will vary primarily based on future changes in our reporting and regulatory requirements.

Application of Critical Accounting Policies

Summary

Our accounting policies have been established to conform with GAAP. The preparation of financial statements in conformity with GAAP requires management to use judgment in the application of accounting policies, including making estimates and assumptions. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If management's judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied, thus resulting in a different presentation of the financial statements. Additionally, other companies may utilize different estimates that may impact comparability of our results of operations to those of companies in similar businesses.

Below is a discussion of the accounting policies used by us and the Joint Venture, which are considered critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

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Investment in Real Estate Assets

We are required to make subjective assessments as to the useful lives of our depreciable assets. We consider the period of future benefit of the assets to determine the appropriate useful lives. These assessments have a direct impact on net income. The estimated useful lives of the Joint Venture's assets are depreciated using the straight-line method over the following useful lives:

Buildings	40 years
Building improvements	5-25 years
Land improvements	20 years
Tenant improvements	Shorter of lease term or economic life

In the event that the Joint Venture utilizes inappropriate useful lives or methods of depreciation, our net income would be misstated.

Evaluating the Recoverability of Real Estate Assets

We continually monitor events and changes in circumstances that could indicate that the carrying amounts of the real estate assets in which we have an ownership interest through our investment in Fund VIII-IX Associates may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, we assess the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that such expected undiscounted future cash flows for assets held for use, or the estimated fair values, less costs to sell, for assets held for sale, do not exceed the respective assets' carrying values, we adjust the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognize an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. We have determined that there have been no impairments in the carrying value of our real estate assets to date; however, certain of our assets may be carried at an amount more than could be realized in a current disposition transaction.

Projections of expected future cash flows require that we estimate future market rental income amounts subsequent to the expiration of current lease agreements, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by the Joint Venture and our net income (loss).

Related-Party Transactions

We have entered into agreements with Wells Capital and Wells Management, affiliates of our General Partners, or their affiliates, whereby we pay certain fees and expense reimbursements to Wells Capital, Wells Management, or their affiliates for asset management; the management and leasing of our properties; and administrative services relating to accounting, property management, and other partnership administration, and we incur the related expenses. See Note 4 to our financial statements included in this report for a description of these fees and expense reimbursements we have incurred.

Commitments and Contingencies

We are subject to certain commitments and contingencies with regard to certain transactions. See Note 4 and Note 5 to our financial statements included in this report for further explanations. Examples of such commitments and contingencies include our property management and leasing agreements and anticipated distributions of net sale proceeds.

Subsequent Event

On November 1, 2013, net sale proceeds of approximately $2,750,000 from the sales of 14079 Senlac Drive and the US Cellular Building were distributed to the limited partners of record as of September 30, 2013, which, under the terms of the partnership agreement, does not include limited partners acquiring units after June 30, 2013. Accordingly, the General Partners have determined to hold residual net sale proceeds in reserve to fund the Partnership's pro rata share of anticipated re-leasing costs at the Partnership's remaining property.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Since we do not borrow any money, make any foreign investments, or invest in any market risk-sensitive instruments, we are not subject to risks relating to interest rates, foreign currency exchange rate fluctuations, or the other market risks contemplated by Item 305 of Regulation S-K.

ITEM 4. CONTROLS AND PROCEDURES

Management's Conclusions Regarding the Effectiveness of Disclosure Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of management of Wells Capital, the corporate general partner of Wells Partners, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, of the effectiveness of the design and operation of the Partnership's disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of the end of the quarterly period covered by this report. Based upon that evaluation, the Principal Executive Officer and the Principal Financial Officer of Wells Capital concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report in providing a reasonable level of assurance that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms, including providing a reasonable level of assurance that information required to be disclosed by us in the reports we file under the Exchange Act is accumulated and communicated to our management, including the Principal Executive Officer and the Principal Financial Officer of Wells Capital, as appropriate, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are from time to time a party to legal proceedings, which arise in the ordinary course of our business. We are not currently involved in any litigation the outcome of which would, in management's judgment based on information currently available, have a material adverse effect on our results of operations or financial condition, nor is management aware of any such litigation threatened against us during the quarter ended September 30, 2013, requiring disclosure under Item 103 of Regulation S-K.

ITEM 1A. RISK FACTORS

There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2012.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

(a) We did not sell any equity securities that were not registered under the Securities Act during the quarter ended September 30, 2013.

(b) Not applicable.

(c) We did not redeem any securities during the quarter ended September 30, 2013.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

(a) We were not subject to any indebtedness and, therefore, did not default with respect to any indebtedness during the quarter ended September 30, 2013.

(b) Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(a) During the quarter ended September 30, 2013, there was no information required to be disclosed in a report on Form 8-K which was not disclosed in a report on Form 8-K.

(b) Not applicable.

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ITEM 6. EXHIBITS

The Exhibits to this report are set forth on Exhibit Index to Third Quarter Form 10-Q attached hereto.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	WELLS REAL ESTATE FUND VIII, L.P. (Registrant)
	By:	WELLS PARTNERS, L.P. (General Partner)
	By:	WELLS CAPITAL, INC. (Corporate General Partner)
November 12, 2013		/s/  DOUGLAS P. WILLIAMS
		Douglas P. Williams
		On behalf of the registrant and as Senior Vice President and Principal Financial Officer of Wells Capital, Inc.

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EXHIBIT INDEX

TO THIRD QUARTER FORM 10-Q

OF

WELLS REAL ESTATE FUND VIII, L.P.

Exhibit Number	Description of Document
10.1	Purchase and Sale Agreement for the sale of the 305 Interlocken Parkway property
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase.
101.DEF	XBRL Taxonomy Extension Definition Linkbase.
101.LAB	XBRL Taxonomy Extension Label Linkbase.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase.

EX-10.1

REAL ESTATE PURCHASE AND SALES AGREEMENT

This Real Estate Purchase and Sales Agreement (hereinafter the "Agreement") is made and entered into this 25th day of September, 2013, by and between Fund VIII and Fund IX Associates, whose address or principal place of business is 6200 The Corners Parkway, Suite 250, Norcross, GA 30092 (hereinafter the "Seller"), and the State of Colorado, acting by and through the Department of Agriculture, whose principal place of business is 700 Kipling Street, Suite 4000, Lakewood, CO 80215 (hereinafter the "Buyer").

WITNESSETH:

WHEREAS, Seller is the owner of the following described real estate in the County of Broomfield (formerly County of Boulder), Colorado:

LOT 1, INTERLOCKEN FILING NO 5A, A MINOR SUBDIVISION,

ACCORDING TO THE RECORDED PLAT THEREOF, RECORDED ON

MARCH 18, 1996, IN FILM ROLL 2113, RECEPTION NO. 0159254,

commonly known as 305 Interlocken Parkway, Broomfield, Colorado, together with all interest of Seller in all easements and other appurtenances thereto, all improvements thereon, all attached fixtures thereon and all oil, gas and other mineral rights appurtenant to the real property, if any, owned by Seller (hereinafter the "Property");

WHEREAS, Buyer desires to purchase the Property and is authorized to enter into this Agreement pursuant to Colorado Revised Statute §24-82-102 and HB 13-1234.

NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties hereto mutually agree as follows:

1. Agreement for Sale and Purchase. Seller agrees to sell the Property, and Buyer agrees to purchase the Property, on the terms and conditions set forth in this Agreement. This Agreement consists of: (a) this Agreement and (b) Exhibit A, the "Contract to Buy and Sell Real Estate (Commercial) (Property with No Residences);

2. Amendments, Assignment. This Agreement may only be amended by written agreement executed by all parties hereto. Buyer may assign its right to purchase the Property to a non-profit corporation, trust or other entity for purposes of financing the acquisition of the Property, without consent of Seller. Buyer reserves the right to direct Seller to issue a Deed for the Property to a non-profit corporation, trust or other entity at the closing.

3. Necessity of Approvals and Appropriation. It is specifically understood and agreed by the parties that, in addition to other events or conditions identified as contingencies by the parties in Section 9 hereof, including the State Controller's approval required by § 24-30-202(1), C.R.S. , Buyer's obligation to pay and the exercise of Seller's remedies in Section 21 of Exhibit A are contingent upon availability of funds encumbered for this Agreement and Buyer's liability for payment shall be limited to the amount remaining of such encumbered Funds (provided that Seller shall have the right to terminate this Agreement, if Buyer is unable to deliver the Purchase Price at Closing). Buyer, at its sole discretion, shall have the right to terminate this Agreement without penalty should it be unable to obtain financing or funds for the purchase of the property for any reason or should any of the required approvals not be obtained and Buyer shall have no further liability under this Agreement. Buyer's obligation to close on the purchase of the Property shall be subject to Buyer's approval prior

1

to the expiration of the Due Diligence Period of a building inspection, title insurance commitment, appraisal and other requirements set forth in this Agreement and Exhibit A. After the expiration of the Due Diligence Period, any matter not objected to by Buyer shall be deemed waived and the only remaining contingency shall be receipt of the State approvals as expressly provided in this Agreement.

4. Representations and Warranties. Seller hereby represents and warrants to Buyer as follows, with the understanding that Buyer shall rely upon said representations and warranties. The representations and warranties of Seller contained in this Section 4 shall be deemed made as of the date of this Agreement and remade by Seller as of the date on which the closing of the purchase and sale of the Property is consummated (the "Closing") in all material respects, with the same force and effect as if made on, and as of the date of Closing, subject to Seller's right to update such representations and warranties by written notice to Buyer in a certificate to be delivered by Seller to Buyer at Closing, and shall survive the Closing for a period of one hundred eighty (180) days.

a) Seller represents that Seller is the sole owner of the Property (and will be the sole owner of the Property at the time of Closing), and that the Property is (and at the time of closing will be) free and clear of all easements, liens, restrictions and encumbrances, except those matters of public record.

b) Seller represents and warrants that Seller had full authority and power to execute this Agreement and to effectuate the sale transaction contemplated herein.

c) To the Seller's actual knowledge, Seller is not aware of any hazardous material on the Property or the migration of hazardous material from or to other property. Seller has no knowledge of any proceedings or inquiry by any government authority with respect to the presence of hazardous material from the Property or to other property.

d) To Seller's actual knowledge, as of the date hereof, Seller has no knowledge of any pending or contemplated claims, litigation, condemnation, administrative actions or other legal proceedings which might affect the Property in a materially adverse manner.

e) Seller represents that Seller has no actual knowledge of: (1) any structural or soil deficiencies with respect to the Property; (2) any notices from governmental or quasi-governmental agencies with respect to the condition of the Property; (3) any official notices of assessments for municipal services for the Property which will become due and payable after the date of the closing, other than assessments for municipal services for the Property made in the ordinary course; (4) any delinquent bills for work, labor or materials relating to the Property; and (5) any condition with respect to the Property that violates any building code, zoning ordinance, or any land use regulation.

All references in this Agreement or in the attached Exhibit A to the "knowledge of Seller" or to "Seller's knowledge" or words of similar import shall refer only to the actual knowledge of Scott Brown, who has been actively involved in the management of Seller's business in respect of the Property in the capacity as the Asset Manager of the Property for Seller. The terms "knowledge of Seller" or "to Seller's knowledge" or words of similar import shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller, or any affiliate of Seller, or to any other partner, member, beneficial owner, officer, director, agent, manager, representative or employee of Seller or of any of their respective affiliates, or to impose on the individual named above any duty to investigate the matter to which such actual knowledge, or the absence thereof, pertains. There shall be no personal liability on the part of the individual named above arising out

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of any representations or warranties made herein or otherwise.

5.The provisions of this Agreement shall govern the relationship of Buyer and Seller. In the event of conflicts or inconsistencies between this Agreement and its exhibits or attachments, such conflicts or inconsistencies shall be resolved by reference to the documents in the following order of priority:

The Colorado Special Provisions set forth in Section 8 of this Agreement;

The remaining portions of this Agreement;

Exhibit A - Contract to Buy and Sell Real Estate (Commercial) (Property with No Residences)

6.Entire Agreement. This Agreement, its exhibits and specified addenda, constitute the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Agreement.

7.Modification. No subsequent modification of any of the terms of this Agreement shall be valid, binding on, or enforceable against the parties, unless made in writing, signed by the parties and approved by the State Controller.

8.Colorado Special Provisions. The Special Provisions apply to all contracts except where shown in italics. All references in the Special Provisions to "State" shall be deemed to refer to Buyer, all references to "Contractor" shall be deemed to refer to Seller, and all references to "Contract" shall be deemed to refer to "Agreement".

A.CONTROLLER'S APPROVAL. CRS §24-30-202 (1).

This Contract shall not be valid until it has been approved by the Colorado State Controller or designee.

B.FUND AVAILABILITY. CRS §24-30-202(5.5).

Financial obligations of the State payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available.

C.GOVERNMENTAL IMMUNITY.

No term or condition of this Contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections, or other provisions, of the Colorado Governmental Immunity Act, CRS §24-10-101 et seq., or the Federal Tort Claims Act, 28 U.S.C. §§1346(b) and 2671 et seq., as applicable now or hereafter amended.

D.INDEPENDENT CONTRACTOR

Contractor shall perform its duties hereunder as an independent contractor and not as an employee. Neither Contractor nor any agent or employee of Contractor shall be deemed to be an agent or employee of the State. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits shall be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall not have authorization, express or implied, to bind the State to any contract, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers' compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the State, and (c) be solely responsible for its acts and those of its employees and agents.

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E. COMPLIANCE WITH LAW.

Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices.

F.CHOICE OF LAW.

Colorado law, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with said laws, rules, and regulations shall be null and void. Any provision incorporated herein by reference which purports to negate this or any other Special Provision in whole or in part shall not be valid or enforceable or available in any action at law, whether by way of complaint, defense, or otherwise. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Contract, to the extent capable of execution.

G.BINDING ARBITRATION PROHIBITED.

The State of Colorado does not agree to binding arbitration by any extra-judicial body or person. Any provision to the contrary in this contact or incorporated herein by reference shall be null and void.

H.SOFTWARE PIRACY PROHIBITION. Governor's Executive Order D 002 00.

State or other public funds payable under this Contract shall not be used by Contractor for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the State determines that Contractor is in violation of this provision, the State may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions.

I.EMPLOYEE FINANCIAL INTEREST. CRS §§24-18-201 and 24-50-507.

The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor's services and Contractor shall not employ any person having such known interests.

J.VENDOR OFFSET. CRS §§24-30-202 (1) and 24-30-202.4.

Subject to CRS §24-30-202.4 (3.5), the State Controller may withhold payment under the State's vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in CRS §39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action.

K.PUBLIC CONTRACTS FOR SERVICES. CRS §8-17.5-101.

[Not Applicable to Agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental Agreements, or information technology services or products and services] Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an illegal alien who shall perform work under this Contract and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Contract, through participation in the E-Verify Program or the State program established

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pursuant to CRS §8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Contract. Contractor (a) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Contract is being performed, (b) shall notify the subcontractor and the contracting State agency within three days if Contractor has actual knowledge that a subcontractor is employing or contracting with an illegal alien for work under this Contract, (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the illegal alien within three days of receiving the notice, and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to CRS §8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State program, Contractor shall deliver to the contracting State agency, Institution of Higher Education or political subdivision, a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Contractor fails to comply with any requirement of this provision or CRS §8-17.5-101 et seq., the contracting State agency, institution of higher education or political subdivision may terminate this Contract for breach and, if so terminated, Contractor shall be liable for damages.

L.PUBLIC CONTRACTS WITH NATURAL PERSONS. CRS §24-76.5-101.

Contractor, if a natural person eighteen (18) years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of CRS §24- 76.5-101 et seq., and (c) has produced one form of identification required by CRS §24-76.5- 103 prior to the effective date of this Contract.

9.Additional Provisions to Exhibit A

#4.1PURCHASE PRICE AND TERMS: The purchase price for the Property shall be Six Million One Hundred Thousand Dollars ($6,100,000), payable in cash to Seller by Buyer at the close of escrow.

#4.3EARNEST MONEY DEPOSIT: Buyer shall deposit One Hundred Fifty Thousand Dollars ($150,000) in an interest-bearing escrow account with Fidelity National Title Company, 4683 S. Ulster #500, Denver, CO 80237, Attention: Jim Cimino ("Escrow Agent" or "Earnest Money Holder," as said term is used in Section 4.3 of the attached Exhibit A or "Title Company") within five (5) days of mutual Agreement execution. The Earnest Money together with interest thereon shall become non-refundable upon Buyer’s satisfaction of the Buyer’s Contingencies and expiration of the Due Diligence Period except in the case of Seller’s breach of the Agreement or as otherwise provided therein.

#7.6.2ASSOCIATION DOCUMENTS: Seller will use diligent good faith efforts to obtain and deliver a copy of the minutes of the most recent annual owners' meeting. The failure or inability of Seller to do so (Seller having used diligent good faith efforts) shall not be a default under this Agreement.

#10.6DUE DILIGENCE DOCUMENTS:

#10.6.1 Assignable Service Contracts: Seller shall deliver copies of all assignable contracts relating to the operation, maintenance and management of the Property.

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#10.6.9 Insurance Certificates: For purposes of Section 10.6.9, Seller shall deliver copies of insurance certificates (as opposed to insurance policies evidencing Seller's insurance pertaining to the Property, since Seller's insurance policies cover multiple properties in addition to the Property), together with copies of any claims that have been made for the past three years with respect to the Property.

#10.6.11 Environmental Reports: The phrase "to Seller's knowledge" is hereby inserted immediately following the words "Seller warrants" in Subsection 10.6.11.

#16PRORATIONS:

#16.1. Taxes. Seller acknowledges that Buyer is exempt from real property taxes, and other land based taxes. Seller agrees to prepay the current year’s real property taxes for the Property at Closing, provided that the Closing occurs during calendar year 2013. Seller hereby discloses to Buyer that real property taxes for the year 2013 are under appeal. Seller and Buyer mutually acknowledge and agree that if such tax appeal is not concluded prior to the Closing, then any additional taxes payable for 2013, or any prior years in which Seller was responsible for taxes on the Property, as a result of appeal shall be paid by Seller, and any rebate of taxes paid by Seller at or prior to Closing shall be and remain the exclusive property of Seller. The provisions of this section shall survive the Closing.

#16.3 Association Assessments: The phrase "to Seller's knowledge" is hereby inserted immediately following the words "Seller represents" in the 7^th line of Subsection 16.3.

#30 ADDITIONAL PROVISIONS:

A. Due Diligence Period: Buyer will have a period of up to sixty (60) days from the later of (i) the mutual execution of the Agreement and (ii) the date Seller certifies to Buyer that Seller has delivered to Buyer all documents, records and other Seller provided information specified in Section #30.B.2 of this Agreement, to perform whatever inspections, tests, and review of the Property that Buyer desires and remove all contingencies outlined in Section #30.B below ("Buyer’s Contingencies"). Buyer and its agents shall have the right to enter the Property during the Due Diligence Period, shall have the right to talk to Seller’s property manager and any previous tenants, provided that any such entries upon the Property shall be made at reasonable times and upon reasonable notice to Seller and shall not unreasonably interfere with use of the Property by Seller. Buyer shall have the right to terminate the Agreement at any time during the Due Diligence Period in the event that Buyer is not satisfied with the Property. During the Due Diligence Period, Seller shall not enter into any leases or contracts or other agreements or understandings which would be binding on the Property or result in any liability to Buyer upon or after Buyer's purchase of the Property without the written consent of Buyer, not to be unreasonably withheld. Following the expiration of the Due Diligence Period (and provided the Agreement is still in full force and effect) Seller shall not enter into any leases or contracts or other agreements or understandings which would be binding on the Property or result in any liability to Buyer upon or after Buyer's purchase of the Property, without the written consent of Buyer, which may be withheld in Buyer’s sole discretion.

B. Buyer's Contingencies: Buyer's obligation to purchase the Property shall be subject to the satisfaction or waiver by Buyer of conditions (and any other conditions agreed to between Seller and Buyer in the Agreement), including the following within the Due Diligence Period.

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i. Review and acceptance of title to the Property. Seller will deliver to Buyer within ten (10) days after mutual execution of this Agreement an extended coverage ALTA owner’s title insurance commitment for the entire Property issued by Fidelity National Title Insurance Company (the "Title Company"), committing to insure marketable title to the Property in an amount equal to the Purchase Price subject to such exceptions to title as shall be disclosed in the commitment, together with copies of all deeds of trust, liens, parking easements, rights of way, protective covenants and other encumbrances or exception of documents against the Property as revealed by the title commitment. The premium for the title insurance policy issued pursuant to the commitment shall be paid by Seller; provided, however, that any extended coverage or endorsements thereto, including, without limitation, any additional premium expense for OEC (as said term is defined in Section 7.3 of the attached Exhibit A), and the cost of any ALTA lender’s title insurance policy together with any extended coverage or endorsements thereto, shall be the sole cost and expense of Buyer. Within fifteen (15) days of receipt of (i) the owner’s title commitment (with legible copies of all documents listed as exceptions in the commitment) referred to above; and (ii) the ALTA survey described below, Buyer will advise Seller which exceptions to title, if any, will be accepted by Buyer. In the event there are unacceptable exceptions to the Buyer, Seller shall have until the expiration of the Due Diligence Period to remove such exceptions; it being understood and agreed that Seller shall have the right, but not the obligation, to attempt to remove, satisfy or otherwise cure any exceptions to title (except as to Monetary Exceptions, as such term is hereinafter defined) or survey as to which Buyer provides written notice to Buyer as provided herein. If the exceptions cannot or will not be removed, then the Buyer has the right to terminate the Agreement. Seller shall be obligated to cure any Monetary Objections at or prior to Closing, and may use the proceeds of the Purchase Price at Closing for such purpose. "Monetary Objection" or "Monetary Objections" shall mean (a) any mortgage, deed of trust, deed to secure debt or similar security instrument encumbering all or any part of the Property, (b) any mechanic's, materialman's or similar lien (unless resulting from any act or omission of Buyer or any of its agents, contractors, representatives or employees or any tenant of the Property), (c) the lien of ad valorem real or personal property taxes, assessments and governmental charges, (d) any judgment of record (other than a judgment of record against any tenant of the Property) filed against the Property in the county or other applicable jurisdiction in which the Property is located, (e) any Assessments from the Interlocken Owners Association, Inc. applicable to the Property, and (f) any other lien or encumbrance affecting title to the Property which can be removed according to its terms by payment of a liquidated sum of money.

ii. Review and acceptance of the Property and all matters relating thereto based on Buyer's inspection, tests and review of all non-confidential or non-proprietary documents affecting the Property, including without limitation confirmation that the fair market value of the Property is not less than the Purchase Price through an independent MAI appraisal, and review and acceptance of original or true copies of the following delivered by Seller to Buyer (in addition to those found in Section 10.6 of Exhibit A); provided, however, that for purposes of this Agreement and Section 10.6 of Exhibit A, Seller shall only be required to deliver documents that are within its actual possession and shall not be required to prepare or obtain any reports, lists or other information which do not currently exist; and further provided that Seller shall only be required to make available at its offices for inspection and review any

7

documents that are too voluminous to be easily copied and delivered to Buyer, provided that those offices are in the Denver Metro area; and provided further for purposes of this Agreement and Section 10.6 of Exhibit A that Seller shall not be required to deliver or to make available for Buyer any appraisals, third party reports obtained by Seller (other than any existing environmental, inspection or engineering reports), strategic plans for the Property, internal analyses, information regarding the marketing of the Property for sale, submissions relating to Seller's obtaining of corporate authorization, attorney work product, attorney-client privileged documents or other information in the possession or control of Seller which Seller deems confidential or proprietary. Seller makes no representation or warranty of any nature whatsoever, express or implied, with respect to the ownership, enforceability, accuracy, adequacy or completeness or otherwise of any of the Due Diligence Documents provided pursuant to this section or Section 10.6 of the attached Exhibit A:

a. All plans, drawings, and specifications relating to the site improvements, including site architectural, landscape, lighting and signage plans, and any soil reports, site and parking plans, architectural studies, ADA reports, grading plans, topographical maps, hazardous materials studies, and similar data relating to the Property in Seller’s possession.

b. All pertinent correspondence and agreements with any governmental agencies regarding the Property and/or improvements, information relating to any services within the past one (1) year, connections or application fees, and a list and complete copies of all licenses, permits, maps, approvals and covenants, conditions and restrictions regarding the Property.

c. Tax bills and operating expense statements for the Property for the last three (3) years, and copies of all existing insurance certificates for the Property.

d. Copies of all current leases and management and/or assignable third party vendor contracts, as applicable.

e. General ledger for the Property for the last three (3) years showing all operating expenses of the Property, including, without limitation, repairs and replacements.

iii. Review and acceptance of the environmental condition of the Property, including, without limitation, studies of possible toxic contamination of soil or groundwater. Buyer shall be responsible for all costs and expenses associated with any new studies or reports concerning the environmental condition of the Property. Upon full execution of this Agreement, Seller will provide Buyer with copies of all existing environmental reports in Seller’s possession.

iv. Buyer shall have received a current ALTA Survey of the Property certified to Buyer and to the Title Company preparing the title commitment above, and complying with such survey requirements as may be reasonably required by Buyer. Seller shall be responsible for all costs and expenses associated with such survey. Seller shall, however, provide any current surveys in its possession and shall identify any

8

unrecorded easements known to Seller that encumber the Property.

v. Buyer shall have received the proceeds from a private placement lease purchase financing by no later than November 30, 2013 to finance the Purchase Price.

vi. Buyer shall have received written approval from the Interlocken Owners Association, Inc. (the "Association") to amend Section 4.1 of the Master Declaration of Covenants, Conditions and Restrictions for Interlocken (as amended, the "Declaration") to allow use of the Property as a facility related to government office uses (the "Amendment to Declaration"). Buyer shall be responsible for seeking the Amendment to Declaration and Buyer agrees to pay the legal fees and expenses of the Association's counsel with respect to the proposed Amendment to Declaration for Buyer's intended use of the Property, regardless of whether the purchase and sale of the Property occurs.

vii. To the extent deemed necessary by Buyer, Buyer shall have received written approval from the Architectural Control Committee (the "Committee") for any addition to the improvements on the Property to support Buyer's intended ancillary laboratory uses for the Property. Buyer shall be responsible for seeking any desired approvals from the Committee with respect to Buyer's intended laboratory uses at the Property, and for all costs and expenses associated with the same.

viii. Buyer shall have received a certificate from the Association that there are no outstanding assessments against the Property and that the existing building was constructed in conformance with the Declaration. Buyer shall be responsible for seeking such Certificate from the Association.

ix. Review and approval of the Agreement by the State Controller, Office of the Attorney General and Commissioner of the Colorado Department of Agriculture.

C. Escrow Period: Escrow shall be opened at the offices of the Title Company, at 4683 S. Ulster #500, Denver, CO 80237, Attention: Jim Cimino, promptly following mutual execution of the Agreement. Escrow shall be closed at said offices of the Title Company on a date and time that is mutually agreeable to Buyer and Seller, which date shall be within thirty (30) days from the removal of all Buyer’s Contingencies and termination of the Due Diligence Period as outlined in Sections 30.A and 30.B above, but in no event later than November 30, 2013. Subject to the foregoing, the Closing shall take place at the offices of the Title Company as set forth above at such specific time and date as shall be designated by Buyer in a written notice to Seller given not less than three (3) business days prior to Closing. If Buyer fails to give such notice, the Closing shall be at the office of the Title Company at the address set forth above on November 30, 2013, at 11:00 a.m. (Mountain time). The parties contemplate that the transaction shall be closed with the concurrent delivery of the documents of title and other closing documents and the payment of the Purchase Price. There shall be no requirement for Seller and Buyer to meet for the Closing, and all documents and all funds to be delivered at the Closing shall be delivered to the Title Company unless the parties hereto mutually agree otherwise. Seller and Buyer agree to use reasonable efforts to complete all requirements for the Closing prior to the Closing date.

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D. Documents to be Delivered on the Closing Date:

i. A special warranty deed conveying fee simple title to the Property to Buyer subject only to the Permitted Exceptions as defined in the Agreement. The legal description of the Property in said special warranty deed shall be Seller's Vesting Deed Legal Description.

ii. A quitclaim deed conveying any residual or corrective legal description of the Property to Buyer if requested by Buyer, pursuant to an ALTA Policy of Owner's Title Insurance or a metes and bounds description conforming to the updated survey;

iii. An ALTA Policy of Owner’s Title Insurance or written commitment therefor (with such endorsements as Buyer shall reasonably require at Buyer’s expense) issued by the Title Company referenced above.

iv. Such resolutions, authorizations, bylaws or other corporate / partnership documents or agreements relating to Seller and Buyer as may reasonably be required by the Title Company.

v. Closing statement(s) in form and content satisfactory to Buyer and Seller.

vi. Assignment and assumption agreements transferring Seller’s interests in licenses and accepted service contracts to Buyer, in form and substance mutually satisfactory to Seller and Buyer.

E. Brokerage. Seller and Buyer each represent to the other that the sole brokers, finder, consultant or other third party with whom they dealt or negotiated with in connection with this Agreement or the transactions contemplated by this Agreement are Stream Realty Partners for the Seller and Jones Lang LaSalle for the Buyer (collectively, “Broker”). Seller shall pay the Broker pursuant to separate agreement between Seller and Stream Realty Partners-Denver, LLC dated April 8, 2013. Each party hereto agrees that if any person or entity other than Broker makes a claim for brokerage commissions or finder's fees related to the sale of the Property by Seller to Buyer, and such claim is made by, through or on account of any acts or alleged acts of said party or its representatives, said party will protect, indemnify, defend and hold the other party free and harmless from and against any and all loss, liability, cost, damage and expense (including reasonable attorneys’ fees) in connection therewith. The provisions of this Section shall survive the Closing or any termination of this Agreement. Section 21.1.2 of the attached Exhibit A is amended to insert the words, "and Section E. Brokerage in the Additional Provisions in the Agreement to which this Exhibit A is attached" immediately following the numbers "§§ 10.4, 22, 23 and 24" in the 4^th line of said Section 21.1.2.

F. Remedies for Seller's Default. Notwithstanding anything to the contrary in Section 21.2 of Exhibit A attached hereto, if Seller fails to perform any of its obligations under this Agreement for any reason other than Buyer's default or the permitted termination of this Agreement by Seller or Buyer as expressly provided herein, Buyer shall be entitled, as its sole and exclusive remedy, either (a) to receive the return of the Earnest Money from Escrow Agent, which return shall operate to terminate this Agreement and release Seller from any and all liability hereunder, or (b) to enforce specific performance of the obligation of Seller sell the Property to Buyer and to execute and deliver the documents required to convey the

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Property to Purchaser in accordance with this Agreement; it being specifically understood and agreed that the remedy of specific performance shall not be available to enforce any other obligation of Seller hereunder. Except as provided in Section E. Brokerage, above, Buyer expressly waives its rights to seek damages in the event of the default of Seller hereunder. Buyer shall be deemed to have elected to terminate this Agreement and to receive a return of the Earnest Money from Escrow Agent if Buyer fails to file suit for specific performance against Seller in a court having jurisdiction, on or before sixty (60) days following the date upon which the Closing was to have occurred, as such Closing Date may have been extended pursuant to the provisions of this Agreement.

G. Electronic Delivery of Due Diligence Materials. Notwithstanding anything to the contrary contained in Section 27.2 of the attached Exhibit A, Seller and Buyer mutually acknowledge and agree that all due diligence deliveries required of Seller under this Agreement and the attached Exhibit A to Buyer may be delivered to Buyer's Broker Jones Lang LaSalle electronically via Internet, and such delivery shall be deemed for all purposes effective delivery of the same to Buyer.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

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THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT

*Persons signing for Contractor/Seller hereby swear and affirm that they are authorized to act on Contractor/Seller's behalf and acknowledge that the State is relying on their representations to that effect.

CONTRACTOR/SELLER Fund VIII and Fund IX Associates (See Attached Signature Page) _______________________________________________ *Signature By: __________________________________________ Title: _________________________________________ Date: _________________________________________	STATE OF COLORADO John W. Hickenlooper GOVERNOR Department of Agriculture ___/s/ John T. Salazar_________________________ By: __John T. Salazar_____ _____________________ Title: __Commissioner ___________________________ Date: ___September 24, 2013 _______________
STATE OF COLORADO John W. Hickenlooper GOVERNOR Department of Personnel & Administration Office of the State Architect, Real Estate Programs For the Executive Director By: ___/s/Brandon Ates________________________ Brandon Ates, Real Estate Programs Date: __9/23/13_______________	STATE OF COLORADO LEGAL REVIEW John W. Suthers, Attorney General By:___/s/ Heidi Dineen____________________________ Heidi Dineen, Assistant Attorney General Date: __9/23/13________

ALL CONTRACTS REQUIRE APPROVAL BY THE STATE CONTROLLER

CRS §24-30-202 requires the State Controller to approve all State contracts. This Contract is not valid until signed and dated below by the State Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the State of Colorado is not obligated to pay Contractor for such performance or rents or costs incurred hereunder.

STATE CONTROLLER

Robert Jaros, CPA, MBA, JD

By:___/s/ Robert Jaros________________________

Signature

Date:__9/25/13__________

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[SELLER'S SIGNATURE PAGE]

SELLER:

FUND VIII AND FUND IX ASSOCIATES,

a Georgia joint venture

By:WELLS REAL ESTATE FUND VIII, L.P.,

a Georgia limited partnership

By:Wells Partners, L.P.,

a Georgia limited partnership,

as general partner

By: Wells Capital, Inc.,

a Georgia corporation,

as general partner

By:    /s/ Leo F. Wells, III            

Name:     Leo F. Wells, III                

Title:     President                

By:    /s/ Leo F. Wells, III            

Leo F. Wells, III, general partner,

By:WELLS REAL ESTATE FUND IX, L.P.,

a Georgia limited partnership

By:Wells Partners, L.P.,

a Georgia limited partnership,

general partner

By:Wells Capital, Inc.,

a Georgia corporation,

general partner

By:    /s/ Leo F. Wells, III            

Name:     Leo F. Wells, III                

Title:     President                

By:    /s/ Leo F. Wells, III            

Leo F. Wells, III, general partner

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1	The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS3-9-12) (Mandatory 1-13)
2

3

4    THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR

5    OTHER COUNSEL BEFORE SIGNING.

6

7     CONTRACT TO BUY AND SELL REAL ESTATE

8     (COMMERCIAL)

9 (nProperty with No Residences)

10(oProperty with Residences-Residential Addendum Attached)

11

12Date: August5, 2013

13

AGREEMENT

14 1.    AGREEMENT. Buyer, identified in §2.1, agrees to buy, and Seller, identified in § 2.3, agrees to sell, the Property

15 described below on the terms and conditions set forth in this contract (Contract).

16 2.PARTIES AND PROPERTY.

17 2.1.Buyer. Buyer, State of Colorado, acting by and through the Department of Agriculture, will take title to the Property

18 described below as oJoint Tenants oTenants In Common nOtherTenancy in Severalty.

19 2.2.Assignability and Inurement. This Contract nShall oShall Not be assignable by Buyer without Seller's prior

20     written consent. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal

21 representatives, successors and assigns of the parties.

22 2.3.    Seller. Seller, Fund VIII & Fund IX Associates     , is the current owner of the

23 Property described below.

24 2.4.Property. The Property is the following legally described real estate in the County ofBroomfield, Colorado:

25 SUB:INTERLOCKEN FILING NO 5A MINOR LOT:1 305 INTERLOCKEN PKWY BROOMFIELD 80021

26    RECPT:1679046 RECPT:1616560

27

28

29 known as No.305 lnterlocken Parkway, Broomfield, Colorado (consisting of approximately 47,444 rentable square feet situated on 4.26 acres),

30Street AddressCityStateZip

31 together with the interests, easements, rights, benefits, improvements and attached fixtures appurtenant thereto, and all interest of

32 Seller in vacated streets and alleys adjacent thereto, except as herein excluded (Property).

332.5.    Inclusions. The Purchase Price includes the following items (Inclusions):

34 2.5.1.Fixtures. If attached to the Property on the date of this Contract, the following items are included unless

35 excluded under Exclusions (§ 2.6): lighting, heating, plumbing, ventilating and air conditioning fixtures, inside telephone, network

36     and coaxial (cable) wiring and connecting blocks/jacks, floor coverings, intercom systems, sprinkler systems and controls, garage

37    door openers includingN/Aremote controls.

38     Other Fixtures: All Tenant Improvements currently installed.

39

40If any fixtures are attached to the Property after the date of this Contract, such additional fixtures are also included in the Purchase

41Price.

422.5.2.Personal Property. If on the Property, whether attached or not, on the date of this Contract, the following

43items are included unless excluded under Exclusions (§ 2.6): storm windows, storm doors, window and porch shades, awnings,

44 blinds, screens, window coverings, curtain rods, drapery rods, heating stoves, storage sheds, and all keys. If checked, the following

45 are included:nWater SoftenersnSmoke/Fire Detectors n Carbon Monoxide Alarms n Security Systems

46    n Satellite Systems (including satellite dishes).

47 Other Personal Property:All furniture, fixtures, and equipment currently located within the property which shall be

48 memorialized with a mutually agreed upon inventory.

49

50 The Personal Property to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except

51 personal property taxes for the year of Closing), liens and encumbrances, except_N/A_.

52 Conveyance shall be by bill of sale or other applicable legal instrument.

53

542.5.3.    Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:

55    N/A

56 The Trade Fixtures to be conveyed at Closing shall be conveyed by Seller free and clear of all taxes (except personal

57 property taxes for the year of Closing), liens and encumbrances, except N/A         . Conveyance

58 shall be by bill of sale or other applicable legal instrument.

59 2.5.4.    Parking and Storage Facilities. oUse Only    n Ownership of the following parking facilities:

60 All on-site parking     ; and oUse Only     n Ownership of the following storage facilities: Any on-site facilities .

61 2.5.5.    Water Rights, Water and Sewer Taps.

62 2.5.5.1. Deeded Water Rights. The following legally described water rights:

64

65

66 Any water rights shall be conveyed by oN/A    Deed oOther applicable legal instrument.

67 o2.5.5.2. Well Rights. If any water well is to be transferred to Buyer, Seller agrees to supply required

68 information about such well to Buyer. Buyer understands that if the well to be transferred is a Small Capacity Well or a Domestic

69 Exempt Water Well used for ordinary household purposes, Buyer shall, prior to or at Closing, complete a Change in Ownership

70 form for the well. If an existing well has not been registered with the Colorado Division of Water Resources in the Department of

71 Natural Resources (Division), Buyer shall complete a registration of existing well form for the well and pay the cost of

72 registration. If no person will be providing a closing service in connection with the transaction, Buyer shall file the form with the

73 Division within sixty days after Closing. The Well Permit # is _N/A    _.

74 2.5.5.3. oWater Stock Certificates:

75

76

77    2.5.5.4. n Water Tap    n Sewer Tap

78 Note: Buyer is advised to obtain, from the provider, written confirmation of the amount remaining to be paid, if any, time

79 and other restrictions for transfer and use of the tap.

80 2.5.5.5. Other Rights:

81

82

83    2.6.    Exclusions. The following items are excluded (Exclusions):

84    N/A

85

86    3.    DATES AND DEADLINES.

Item No.	Reference	Event	Date or Deadline
1	§4.3	Alternative Earnest Money Deadline	N/A
		Title and Association
2	§7.1	Record Title Deadline	MEC + 10 days
3	§7.5	Exceptions Request Deadline	MEC + 25 days
4	§8.1	Record Title Objection Deadline	MEC + 25 days
5	§8.2	Off-Record Title Deadline	MEC + 20 days
6	§8.2	Off-Record Title Objection Deadline	MEC + 25 days
7	§8.3	Title Resolution Deadline	MEC + 30 days
8	§7.6	Association Documents Deadline	MEC + 10 days
9	§7.6	Association Documents Objection Deadline	MEC + 30 days
10	§8.5	Right of First Refusal Deadline	N/A
		Seller's Property Disclosure
11	§10.1	Seller's Property Disclosure Deadline	MEC + 20 days
		Loan and Credit
12	§5.1	Loan Application Deadline	N/A
13	§5.2	Loan Objection Deadline	N/A
14	§5.3	Buyer's Credit Information Deadline	N/A
15	§5.3	Disapproval of Buyer's Credit Information Deadline	N/A
16	§5.4	Existing Loan Documents Deadline	N/A
17	§5.4	Existing Loan Documents Objection Deadline	N/A
18	§5.4	Loan Transfer Approval Deadline	N/A

Item No.	Reference	Event	Date or Deadline
		Appraisal
19	§6.2	Appraisal Deadline	N/A
20	§6.2	Appraisal Objection Deadline	N/A
		Survey
21	§9.1	Current Survey Deadline	MEC + 10 days
22	§9.2	Current Survey Objection Deadline	MEC + 20 days
		Inspection and Due Diligence
23	§10.2	Inspection Objection Deadline	MEC + 60 days
24	§10.3	Inspection Resolution Deadline	MEC + 60 days
25	§10.5	Property Insurance Objection Deadline	MEC + 60 days
26	§10.6	Due Diligence Documents Delivery Deadline	MEC + 60 days
27	§10.7	Due Diligence Documents Objection Deadline	MEC + 60 days
28	§10.8	Environmental Inspection Objection Deadline	MEC + 60 days
29	§10.8	ADA Evaluation Objection Deadline	MEC + 60 days
30	§11.1	Tenant Estoppel Statements Deadline	N/A
31	§11.2	Tenant Estoppel Statements Objection Deadline	N/A
		Closing and Possession
32	§12.3	Closing Date	MEC + 90 days
33	§17	Possession Date	MEC + 90 days
34	§17	Possession Time
35	§28	Acceptance Deadline Date
36	§28	Acceptance Deadline Time

87 Note: Applicability of Terms.

88 Any box, blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such

89 provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract

90 to which reference is made is deleted.

91 The abbreviation "MEC'' (mutual execution of this Contract) means the date upon which both parties have signed this Contract.

92 4.     PURCHASE PRICE AND TERMS.

93 4.1.Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows:

Item No.	Reference	Item	Amount	Amount
1	§4.1	Purchase Price	$6,100,000.00
2	§4.3	Earnest Money		$150,000.00
3	§4.5	New Loan		$0.00
4	§4.6	Assumption Balance		$0.00
5	§4.7	Seller or Private Financing		$0.00
6
7
8	§4.4	Cash at Closing		$5,950,000
9		TOTAL	$6,100,000.00	$6,100,000.00

94 4.2. Seller Concession. Seller, at Closing, shall credit, as directed by Buyer, an amount of $ N/Ato assist

95 with any or all of the following: Buyer's closing costs (Seller Concession). Seller Concession is in addition to any sum Seller has

96 agreed to pay or credit Buyer elsewhere in this Contract. Seller Concession will be reduced to the extent it exceeds the aggregate

97 of what is allowed by Buyer's lender as set forth in the Closing Statement at Closing.

98 4.3. Earnest Money. The Earnest Money set forth in this section, in the form ofCash,

99 shall be payable to and held byFidelity National Title Insurance Company(Earnest Money Holder), in its trust account, on behalf of both

100 Seller and Buyer. The Earnest Money deposit shall be tendered, by Buyer, with this Contract unless the parties mutually agree to

101 an Alternative Earnest Money Deadline (§ 3) for its payment. The parties authorize delivery of the Earnest Money deposit to the

102    company conducting the Closing (Closing Company), if any, at or before Closing. In the event Earnest Money Holder has agreed

103    to have interest on Earnest Money deposits transferred to a fund established for the purpose of providing affordable housing to

104     Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Earnest Money deposited with the

105 Earnest Money Holder in this transaction shall be transferred to such fund.

1064.3.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the

107 time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline (§ 3).

108 4.3.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be

109entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in§ 25 and, except as

110provided in§ 24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to

111     execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Earnest Money Release form, within

112 three days of Seller's receipt of such form.

113 4.4. Form of Funds; Time of Payment; Funds Available.

114 4.4.l. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing

115    and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified

116    check, savings and loan teller's check and cashier's check (Good Funds).

117     4.4.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the

118 parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT.

119 Buyer represents that Buyer, as of the date of this Contract, n Does o Does Not have funds that are immediately verifiable and

120 available in an amount not less than the amount stated as Cash at Closing in § 4.1.

121 4.5. New Loan.

122    4.5.l.    Buyer to Pay Loan Costs. Buyer, except as provided in § 4.2, if applicable, shall timely pay Buyer's loan

123        costs, loan discount points, prepaid items and loan origination fees, as required by lender.

124    4.5.2.    Buyer May Select Financing. Buyer may pay in cash or select financing appropriate and acceptable to

125    Buyer, including a different loan than initially sought, except as restricted in § 4.5.3 or§ 30 (Additional Provisions).

126    4.5.3.    Loan Limitations. Buyer may purchase the Property using any of the following types of loans:

127    o Conventional     o Other _____________________________________________________________________________.

128 4.6. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount of the Assumption.

129    Balance set forth in § 4.1, presently payable at $ per including principal and interest

130    presently at the rate of % per annum, and also including escrow for the following as indicated: oReal Estate Taxes

13l    oProperty Insurance Premium and o.

132    Buyer agrees to pay a loan transfer fee not to exceed $. At the time of assumption, the new interest rate shall

133     not exceed % per annum and the new payment shall not exceed $ per principal and

134    interest, plus escrow, if any. If the actual principal balance of the existing loan at Closing is less than the Assumption Balance,

135    which causes the amount of cash required from the Buyer at Closing to be increased by more than $ , then Buyer has

136    the Right to Terminate under § 25.1, on or before Closing Date (§ 3), based on the reduced amount of the actual principal balance.

137    Seller oShalloShall Not be released from liability on said loan. If applicable, compliance with the requirements for

138    release from liability shall be evidenced by delivery oon or before Loan Transfer Approval Deadline (§ 3) oat Closing of

139    an appropriate letter of commitment from lender. Any cost payable for release of liability shall be paid by

140    in an amount not to exceed $.

141 4.7. Seller or Private Financing. Buyer agrees to execute a promissory note payable to ,

142    as oJoint TenantsoTenants In CommonoOther, on the note form as indicated:

143    o(Default Rate) NTD81-10-06    o Other secured by a

144    (1st, 2nd, etc) deed of trust encumbering the Property, using the form as indicated:

145    oDue on Transfer - Strict (TD72-8-10) oDue on Transfer - Creditworthy (TD73-8- J 0) oAssumable - Not Due on

146    Transfer (TD74-8-10) oOther .

147    The promissory note shall be amortized on the basis of oYears oMonths, payable at $

148    per including principal and interest at the rate of % per annum. Payments shall commence

149     and shall be due on the day of each succeeding . If not sooner

150    paid, the balance of principal and accrued interest shall be due and payable after Closing.

151    Payments oShalloShall Not be increased by of estimated annual real estate taxes, and oShalloShall

152    Not be increased by of estimated annual property insurance premium. The loan shall also contain the following

153    terms: (1) if any payment is not received within days after its due date, a late charge of % of such payment

154    shall be due; (2) interest on lender disbursements under the deed of trust shall be % per annum; (3) default interest rate

155    shall be % per annum; (4) Buyer may prepay without a penalty except ;

156    and (5) Buyer oShalloShall Not execute and deliver, at Closing, a Security Agreement and UCC-1 Financing Statement

157    granting the holder of the promissory note a (1st, 2nd, etc) lien on the personal property included in this sale.

158    Buyer oShalloShall Not provide a mortgagee's title insurance policy at Buyer's expense.

159

TRANSACTION PROVISIONS

1605.FINANCING CONDITIONS AND OBLIGATIONS

1615.1.    Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining one or more new loans (New

162 Loan), or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall make an application verifiable

163 by such lender, on or before Loan Application Deadline (§ 3) and exercise reasonable efforts to obtain such loan or approval.

164 5.2.    Loan Objection. If Buyer is to pay all or part of the Purchase Price with a New Loan, this Contract is conditional

165 upon Buyer determining, in Buyer's sole subjective discretion, whether the New Loan is satisfactory to Buyer, including its

166 availability, payments, interest rate, terms, conditions, and cost of such New Loan. This condition is for the sole benefit of Buyer.

167 Buyer has the Right to Terminate under § 25.1, on or before Loan Objection Deadline (§ 3), if the New Loan is not satisfactory to

168 Buyer, in Buyer's sole subjective discretion. IF SELLER DOES NOT TIMELY RECEIVE WRITTEN NOTICE TO

169 TERMINATE, BUYER'S EARNEST MONEY SHALL BE NONREFUNDABLE, except as otherwise provided in this

170 Contract (e.g., Appraisal, Title, Survey).

171 5.3.    Credit Information and Buyer's New Senior Loan. If Buyer is to pay all or part of the Purchase Price by

172 executing a promissory note in favor of Seller, or if an existing loan is not to be released at Closing, this Contract is conditional

173 (for the sole benefit of Seller) upon Seller's approval of Buyer's financial ability and creditworthiness, which approval shall be at

174 Seller's sole subjective discretion. In such case: (1) Buyer shall supply to Seller by Buyer's Credit Information Deadline (§ 3),

175 at Buyer's expense, information and documents (including a current credit report) concerning Buyer's financial, employment and

176 credit condition and Buyer's New Senior Loan, defined below, if any; (2) Buyer consents that Seller may verify Buyer's financial.

177 ability and creditworthiness; (3) any such information and documents received by Seller shall be held by Seller in confidence, and

178 not released to others except to protect Seller's interest in this transaction; and (4) in the event Buyer is to execute a promissory

179 note secured by a deed of trust in favor of Seller, this Contract is conditional (for the sole benefit of Seller) upon Seller's approval

180 of the terms and conditions of any New Loan to be obtained by Buyer if the deed of trust to Seller is to be subordinate to Buyer's

181 New Loan (Buyer's New Senior Loan). If the Cash at Closing is less than as set forth in § 4.1 of this Contract or Buyer's New

182 Senior Loan changes from that approved by Seller, Seller has the Right to Terminate under § 25.1, at or before Closing. If Seller

183 disapproves of Buyer's financial ability, creditworthiness or Buyer's New Senior Loan, in Seller's sole subjective discretion, Seller

184 has the Right to Terminate under § 25.1, on or before Disapproval of Buyer's Credit Information Deadline (§ 3).

185 5.4.    Existing Loan Review. If an existing loan is not to be released at Closing, Seller shall deliver copies of the loan

186 documents (including note, deed of trust, and any modifications) to Buyer by Existing Loan Documents Deadline (§ 3). For the

187 sole benefit of Buyer, this Contract is conditional upon Buyer's review and approval of the provisions of such loan documents.

188 Buyer has the Right to Terminate under § 25.1, on or before Existing Loan Documents Objection Deadline (§ 3), based on any

189 unsatisfactory provision of such loan documents, in Buyer's sole subjective discretion. If the lender's approval of a transfer of the

190 Property is required, this Contract is conditional upon Buyer's obtaining such approval without change in the terms of such loan,

191 except as set forth in § 4.6. If lender's approval is not obtained by Loan Transfer Approval Deadline (§ 3), this Contract shall

192 terminate on such deadline. Seller has the Right to Terminate under § 25. l, on or before Closing, in Seller's sole subjective

193discretion, if Seller is to be released from liability under such existing loan and Buyer does not obtain such compliance as set

194forth in § 4.6.

195     6.APPRAISAL PROVISIONS

196 6.1    Lender Property Requirements. If the lender imposes any requirements or repairs (Requirements) to be made to

197 the Property (e.g., roof repair, repainting), beyond those matters already agreed to by Seller in this Contract, Seller has the Right to

198 Terminate    under § 25.1, (notwithstanding § 10 of this Contract), on or before three days following Seller's receipt of the

199 Requirements, based on any unsatisfactory Requirements, in Seller's sole subjective discretion. Seller's Right to Terminate in this

200 § 6.1 shall not apply if, on or before any termination by Seller pursuant to this § 6.1: (1) the parties enter into a written agreement

201    regarding the Requirements; or (2) the Requirements have been completed; or (3) the satisfaction of the Requirements is waived in

202    writing by Buyer.

203        6.2    Appraisal Condition. The applicable Appraisal provision set forth below shall apply to the respective loan type set

204 forth in § 4.5.3, or if a cash transaction, i.e. no financing, § 6.2. l shall apply.

205 6.2.1.    Conventional/Other. Buyer has the sole option and election to terminate this Contract if the Property's

206 valuation, determined by an appraiser engaged on behalf of Buyer    ,

207 is less than the Purchase Price. The appraisal shall be received by Buyer or Buyer's lender on or before Appraisal Deadline (§ 3).

208 Buyer has the Right to Terminate under § 25.1, on or before Appraisal Objection Deadline (§ 3), if the Property's valuation is

209 less than the Purchase Price and Seller's receipt of either a copy of such appraisal or written notice from lender that confirms the

210 Property's valuation is less than the Purchase Price. This § 6.2.l is for the sole benefit of Buyer.

211 6.3.    Cost of Appraisal. Cost of any appraisal to be obtained after the date of this Contract shall be timely paid by

212 nBuyeroSeller . The cost of the appraisal may include any and all fees paid to the appraiser, appraisal management company,

213 lender's agent or all three.

2147.    EVIDENCE OF TITLE AND ASSOCIATION DOCUMENTS.

215 7.1.    nSeller Selects Title Insurance Company. If this box is checked, Seller shall select the title insurance company

216 to furnish the owner's title insurance policy at Seller's expense. On or before Record Title Deadline (§ 3), Seller shall furnish to

217 Buyer, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price, or

218 if this box is checked, o an Abstract of title certified to a current date. Seller shall cause the title insurance policy to be issued

219 and delivered to Buyer as soon as practicable at or after Closing.

220 7.2.oBuyer Selects Title Insurance Company. If this box is checked, Buyer shall select the title insurance company

221 to furnish the owner's title insurance policy at Buyer's expense. On or before Record Title Deadline (§ 3), Buyer shall furnish to

222 Seller, a current commitment for owner's title insurance policy (Title Commitment), in an amount equal to the Purchase Price.

223If neither box in § 7.1 or § 7.2 is checked, § 7.1 applies. 224

225 7.3.    Owner's Extended Coverage (OEC). The Title Commitment n Shall oShall Not commit to delete or insure

226 over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4)

227 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes,

228 assessments and unredeemed tax sales prior to the year of Closing (OEC).

229 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions.

230 7.3.1.    Premium for OEC. If the title insurance company agrees to provide an endorsement for OEC, any

231 additional premium expense to obtain an endorsement for OEC shall be paid by nBuyeroSelleroOne-Half by Buyer and

232 One-Half by SelleroOther.

233 7.4.    Buyer's Right to Review Title Commitment and Title Documents. Buyer has the right to review the Title

234 Commitment, its provisions and Title Documents (defined in § 7.5), and if not satisfactory to Buyer, Buyer may exercise Buyer's

235 rights pursuant to § 8.1.

236 7.5.    Copies of Exceptions. Unless the box in § 7.2 is checked (Buyer Selects Title Insurance Company) on or before

237 Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer and N/A     , (1) copies of

238 any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment is required to

239 be furnished, and if this box is checked o Copies of any Other Documents (or, if illegible, summaries of such documents) listed

240 in the schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to furnish these

241 documents pursuant to this section if requested by Buyer any time on or before Exceptions Request Deadline (§ 3). This

242 requirement shall pertain only to documents as shown of record in the office of the clerk and recorder in the county where the

243 Property is located. The Abstract or Title Commitment, together with any copies or summaries of such documents furnished

244 pursuant to this section, constitute the title documents (collectively, Title Documents).

245 7.5.1.    Existing Abstracts of Title. Seller shall deliver to Buyer copies of any abstracts of title covering all or any

246 portion of the Property (Abstract) in Seller's possession on or before Record Title Deadline (§ 3).

247 7.6.    Homeowners' Association Documents. Homeowners' Association Documents (Association Documents) consist of

248 the following:

249 7.6.1.    All Homeowners' Association declarations, bylaws, operating agreements, rules and regulations, party wall

250 agreements;

251 7.6.2.    Minutes of most recent annual owners' meeting;

252 7.6.3.    Minutes of any directors' or managers' meetings during the six-month period immediately preceding the

253 date of this Contract. If none of the preceding minutes exist, then the most recent minutes, if any (§§ 7.6.I, 7.6.2 and 7.6.3,

254 collectively, Governing Documents).

255 7.6.4.    The most recent financial documents which consist of: (1) annual and most recent balance sheet, (2) annual

256 and most recent income and expenditures statement, (3) annual budget, and (4) reserve study, if any (collectively, Financial

257 Documents).

258 7.6.5.    Common Interest Community Disclosure. THE PROPERTY IS LOCATED WITHIN A COMMON

259 INTEREST COMMUNITY AND IS SUBJECT TO THE DECLARATION FOR SUCH COMMUNITY. THE OWNER

260 OF THE PROPERTY WILL BE REQUIRED TO BE A MEMBER OF THE OWNER'S ASSOCIATION FOR THE

261 COMMUNITY AND WILL BE SUBJECT TO THE BYLAWS AND RULES AND REGULATIONS OF THE

262 ASSOCIATION. THE DECLARATION, BYLAWS, AND RULES AND REGULATIONS WILL IMPOSE FINANCIAL

263 OBLIGATIONS UPON THE OWNER OF THE PROPERTY, INCLUDING AN OBLIGATION TO PAY

264 ASSESSMENTS OF THE ASSOCIATION. IF THE OWNER DOES NOT PAY THESE ASSESSMENTS, THE

265 ASSOCIATION COULD PLACE A LIEN ON THE PROPERTY AND POSSIBLY SELL IT TO PAY THE DEBT. THE

266 DECLARATION, BYLAWS, AND RULES AND REGULATIONS OF THE COMMUNITY MAY PROHIBIT THE

267 OWNER FROM MAKING CHANGES TO THE PROPERTY WITHOUT AN ARCHITECTURAL REVIEW BY THE

268 ASSOCIATION (OR A COMMITTEE OF THE ASSOCIATION) AND THE APPROVAL OF THE ASSOCIATION.

269 PURCHASERS OF PROPERTY WITHIN THE COMMON INTEREST COMMUNITY SHOULD INVESTIGATE THE

270 FINANCIAL OBLIGATIONS OF MEMBERS OF THE ASSOCIATION. PURCHASERS SHOULD CAREFULLY

271 READ THE DECLARATION FOR THE COMMUNITY AND THE BYLAWS AND RULES AND REGULATIONS OF

272 THE ASSOCIATION.

273    7.6.6.    Association Documents to Buyer.

274    n7.6.6.1.    Seller to Provide Association Documents. Seller shall cause the Association Documents to be

275    provided to Buyer, at Seller's expense, on or before Association Documents Deadline (§ 3).

276    n7.6.6.2.    Seller Authorizes Association. Seller authorizes the Association to provide the Association

277    Documents to Buyer, at Seller's expense.

278    7.6.6.3.    Seller's Obligation. Seller's obligation to provide the Association Documents shall be fulfilled

279    upon Buyer's receipt of the Association Documents, regardless of who provides such documents.

280    Note: If neither box in this § 7.6.6 is checked, the provisions of § 7.6.6.1 shall apply.

281    7.6.7.    Conditional on Buyer's Review. Buyer has the right to review the Association Documents. Buyer has the

282    Right to Terminate under § 25.1, on or before Association Documents Objection Deadline (§ 3), based on any unsatisfactory

283    provision in any of the Association Documents, in Buyer's sole subjective discretion. Should Buyer receive the Association

284    Documents after Association Documents Deadline (§ 3), Buyer, at Buyer's option, has the Right to Terminate under § 25.1 by

285    Buyer's Notice to Terminate received by Seller on or before ten days after Buyer's receipt of the Association Documents. If Buyer

286    does not receive the Association Documents, or if Buyer's Notice to Terminate would otherwise be required to be received by

287    Seller after Closing Date (§ 3), Buyer's Notice to Terminate shall be received by Seller on or before Closing (§ 12.3). If Seller

288    does not receive Buyer's Notice to Terminate within such time, Buyer accepts the provisions of the Association Documents as

289    satisfactory, and Buyer waives any Right to Terminate under this provision, notwithstanding the provisions of § 8.5.

290

291    8.    RECORD TITLE AND OFF-RECORD TITLE.

292    8.1.     Record Title. Buyer has the right to review and object to any of the Title Documents (Right to Object to Title,

293    Resolution), as set forth in § 8.3. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment,

294    notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If Buyer objects to any of

295    the Title Documents, Buyer shall cause Seller to receive Buyer's Notice to Terminate or Notice of Title Objection on or before

296    Record Title Objection Deadline (§ 3). If Title Documents are not received by Buyer, on or before the Record Title Deadline

297    (§ 3), or if there is an endorsement to the Title Commitment that adds a new Exception to title, a copy of the new Exception to title

298    and the modified Title Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate

299    or Notice of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title

300    Document not timely received by Buyer, (2) any change to the Title Documents, or (3) endorsement to the Title Commitment. If

301    Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 (Record Title), any title objection

302    by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object to Title, Resolution). If Seller

303    does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer

304    accepts the condition of title as disclosed by the Title Documents as satisfactory.

305    8.2.     Off-Record Title. Seller shall deliver to Buyer, on or before Off-Record Title Deadline (§ 3), true copies of all

306    existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including,

307    without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without

308    limitation, rights of first refusal and options) not shown by public records, of which Seller has actual knowledge (Off-Record

309    Matters). Buyer has the right to inspect the Property to investigate if any third par!Y has any right in the Property not shown by

310    public records (such as an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Buyer's Notice to

311    Terminate or Notice of Title Objection of any unsatisfactory condition (whether disclosed by Seller or revealed by such inspection,

312    notwithstanding § 13), in Buyer's sole subjective discretion, shall be received by Seller on or before Off-Record Title Objection

313    Deadline (§ 3). If Seller receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off-Record

314    Title), any title objection by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object to Title,

315    Resolution). If Seller does not receive Buyer's Notice to Terminate or Notice of Title Objection on or before Off-Record Title

316    Objection Deadline (§ 3), Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge.

317    Unless disclosed in writing, Seller represents and warrants that there are no Off-Record Matters.

318    8.3.     Right to Object to Title, Resolution. Buyer's Right to Object to Title shall include, but not be limited to those

319    matters set forth in §§ 8.1 (Record Title), 8.2 (Off-Record Title) and 13 (Transfer of Title), in Buyer's sole subjective discretion

320    (collectively, Right to Object to Title). If Buyer objects to any title matter, on or before the applicable deadline, Buyer has the

321    option to either (1) object to the condition of title, or (2) terminate this Contract.

322    8.3.2.    Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title) or

323    § 8.2 (Off-Record Title), on or before the applicable deadline, and if Buyer and Seller have not agreed to a written settlement

324    thereof on or before Title Resolution Deadline (§ 3), this Contract shall terminate on the expiration of Title Resolution Deadline

325    (§ 3), unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's written notice to waive

326    objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title Resolution Deadline

327    (§ 3).

328    8.3.3.    Right to Terminate - Title Objection. Buyer has the Right to Terminate under § 25.l, on or before the

329    applicable deadline, based on any unsatisfactory title matter, in Buyer's sole subjective discretion.

330    8.4.     Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION

331    INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE

332    PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT

333    RISK FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE

334    CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH

335    INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE

336    SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY

337    TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY

338    OBTAINING FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY

339    CLERK AND RECORDER, OR THE COUNTY ASSESSOR.

340    Buyer has the Right to Terminate under §25.I, on or before Off-Record Title Objection Deadline (§ 3), based on any

341    unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion.

342        8.5.     Right of First Refusal or Contract Approval. If there is a right of first refusal on the Property, or a right to

343    approve this Contract, Seller shall promptly submit this Contract according to the terms and conditions of such right. If the holder

344    of the right of first refusal exercises such right or the holder of a right to approve disapproves this Contract, this Contract shall

345    terminate. If the right of first refusal is waived explicitly or expires, or the Contract is approved, this Contract shall remain in full

346    force and effect. Seller shall promptly notify Buyer in writing of the foregoing. If expiration or waiver of the right of first refusal

347    or Contract approval has not occurred on or before Right of First Refusal Deadline (§ 3), this Contract shall then terminate.

348        8.6.     Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed

349    carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,

350    including, without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements,

351    leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and

352    environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the

353    surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in

354    oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to

355    enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy. Buyer is advised to

356    timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record

357    Title Objection Deadline (§ 3) and Off-Record Objection Deadline (§ 3)].

358    9.    CURRENT SURVEY REVIEW

359    9.1.     Current Survey Conditions. If the box in § 9.1.l or § 9.1.2 is checked, Buyer, the issuer of the Title Commitment

360    or the provider of the opinion of title if an Abstract, and Buyer    shall receive a Current Survey, i.e.,

361    Improvement Location Certificate, Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current

362    Survey), on or before Current Survey Deadline (§ 3). The Current Survey shall be certified by the surveyor to all those who are

363    to receive the Current Survey.

364    o9.1.1.Improvement Location Certificate. If the box in this § 9.1.l is checked, oSelleroBuyer shall order

365    or provide, and pay, on or before Closing, the cost of an Improvement Location Certificate.

366    n9.1.2.Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement

367    Location Certificate, shall be an oImprovement Survey PlatnAlla Survey. The parties agree that payment of the cost of

368    the Current Survey and obligation to order or provide the Current Survey shall be as follows:

369

370    Seller

371

372    9.2.     Current Survey Objection. Buyer has the right to review and object to the Current Survey. Buyer has the Right to

373    Terminate under § 25.l, on or before the Current Survey Objection Deadline (§ 3), if the Current Survey is not timely received

374    by Buyer or based on any unsatisfactory matter with the Current Survey, notwithstanding§ 8.2 or§ 13.

375    

DISCLOSURE, INSPECTION AND DUE DILIGENCE

376    10.    PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY AND DUE DILIGENCE.

377 10.1.    Seller's Property Disclosure. On or before Seller's Property Disclosure Deadline (§ 3), Seller agrees to deliver to

378 Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form completed

379 by Seller to Seller's actual knowledge, current as of the date of this Contract.

380 10.2.    Inspection Objection. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is conveying

381 the Property to Buyer in an "as is" condition, "where is" and "with all faults." Seller shall disclose to Buyer, in writing, any latent

382 defects actually known by Seller. Buyer, acting in good faith, has the right to have inspections (by one or more third parties,

383 personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If (1) the physical condition of the Property,

384 including, but not limited to, the roof, walls, structural integrity of the Property, the electrical, plumbing, HVAC and other

385 mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including utilities and

386 communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed or existing

387transportation project, road, street or highway, or (5) any other activity, odor or noise (whether on or off the Property) and its effect

388 or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer shall, on or before

389 Inspection Objection Deadline (§ 3):

390 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or

391 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that

392 Buyer requires Seller to correct.

393 Buyer has the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3) if the Property or

394 Inclusions are unsatisfactory, in Buyer's sole subjective discretion.

395 10.3.    Inspection Resolution. If an Inspection Objection is received by Seller, on or before Inspection Objection

396 Deadline (§ 3) and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection Resolution

397 Deadline (§ 3), this Contract shall terminate on Inspection Resolution Deadline (§ 3) unless Seller receives Buyer's written

398withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution Deadline

399(§ 3).

400    10.4.Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement

40 I    between the parties, is responsible for payment for all inspections, tests, surveys, engineering reports, or other reports performed at

402    Buyer's request (Work) and shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer

403    shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request. Buyer

404    agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller

405    and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by

406    Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable

407    attorney fees, legal fees and expenses. The provisions of this section shall survive the termination of this Contract. This § 10.4

408 does not apply to items performed pursuant to an Inspection Resolution.

409 10.5.    Insurability. Buyer has the right to review and object to the availability, terms and conditions of and premium for

410 property insurance (Property Insurance). Buyer has the Right to Terminate under § 25.1, on or before Property Insurance

411 Objection Deadline (§ 3), based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective discretion.

412 10.6.    Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining

413 to the Property (Due Diligence Documents) to Buyer on or before Due Diligence Documents Delivery Deadline (§ 3):

414 10.6.l. All contracts relating to the operation, maintenance and management of the Property;

415 10.6.2. Property tax bills for the lastthreeyears;

416 10.6.3. As-built construction plans to the Property and the tenant improvements, including architectural, electrical,

417 mechanical, and structural systems; engineering reports; and permanent Certificates of Occupancy, to the extent now available;

418 10.6.4. A list of all Inclusions to be conveyed to Buyer;

419 10.6.5. Operating statements for the past three years;

420 10.6.6. A rent roll accurate and correct to the date of this Contract;

421 10.6.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property

422 (Leases);

423 10.6.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and

424 capital improvement work either scheduled or in process on the date of this Contract;

425 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past

426    three years;

427 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier

428 under § 8.2);

429 10.6.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, letters, test

430 results, advisories, and similar documents respective to the existence or nonexistence of asbestos, PCB transformers, or other toxic

431 hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession

432 or known to Seller, Seller warrants that no such reports are in Seller's possession or known to Seller;

433 10.6.12. Any Americans with Disabilities Act reports,.studies or surveys concerning the compliance of the Property

434 with said Act;

435 l0.6.13. All permits, licenses and other building or use authorizations issued by any governmental authority with

436 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and

437    10.6.14. Other Documents: .

438 l0.7.    Due Diligence Documents Conditions. Buyer has the right to review and object to Due Diligence Documents,

439 zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning), in Buyer's sole

440 subjective discretion, and has the right to object if Seller fails to deliver to Buyer all Due Diligence Documents. Buyer shall also

441 have the unilateral right to waive any condition herein.

442 10.7.1. Due Diligence Documents Objection. Buyer has the Right to Terminate under§ 25.l, on or before Due

443 Diligence Documents Objection Deadline (§ 3), based on any unsatisfactory matter with the Due Diligence Documents, in

444 Buyer's sole subjective discretion. If all Due Diligence Documents under§ 10.6 are not received by Buyer on or before Due

445 Diligence Documents Delivery Deadline (§ 3), then Buyer has the Right to Terminate under§ 25.I on or before the earlier of ten

446 days after Due Diligence Documents Objection Deadline (§ 3) or Closing.

447 10.7.2. Zoning. Buyer has the Right to Terminate under § 25. I, on or before Due Diligence Documents Objection

448 Deadline (§ 3), based on any unsatisfactory zoning, in Buyer's sole subjective discretion.

449 10.8.    Due Diligence- Environmental, ADA. Buyer has the right to obtain environmental inspections of the Property

450 including Phase I and Phase II Environmental Site Assessments, as applicable. oSellernBuyer shall order or provide n

451 Phase I Environmental Site Assessment, o Phase II Environmental Site Assessment (compliant with ASTM E1527-05

452 standard practices for Environmental Site Assessments) and/or o, at the expense of o Seller     n

453 Buyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property complies with the

454 Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such times as are

455 mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any.

456 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the

457 Environmental Inspection Objection Deadline (§ 3) shall be extended by days (Extended Environmental Inspection

458 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3),

459 the Closing Date (§ 3) shall be extended a like period of time.

460 Buyer has the Right to Terminate under § 25.l, on or before Environmental Inspection Objection Deadline (§ 3), or if

461 applicable the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental

462 Inspection, in Buyer's sole subjective discretion.

463 Buyer has the Right to Terminate under § 25.l, on or before ADA Evaluation Objection Deadline (§ 3), based on any

464 unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion.

465 10.9.    Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be

466 assigned to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in

467 the Lease or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall

468 Seller enter into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be

469 unreasonably withheld or delayed.

470    11.    TENANT ESTOPPEL STATEMENTS.

471    11.1. Tenant Estoppel Statements Conditions. Buyer has the right to review and object to any Estoppel Statements.

472    Seller shall obtain and deliver to Buyer on or before Tenant Estoppel Statements Deadline (§ 3), statements in a form and

473    substance reasonably acceptable to Buyer, from each occupant or tenant at the Property (Estoppel Statement)    attached to a copy of

474    such occupant's or tenant's lease and any amendments (Lease) stating:

475    11.1.1. The commencement date of the Lease and scheduled termination date of the Lease;

476    11.1.2. That said Lease is in full force and effect and that there have been no subsequent modifications or

477    amendments;    

478 11.1.3. The amount of any advance rentals paid, rent concessions given, and deposits paid to Seller;

479 11.1.4. The amount of monthly (or other applicable period) rental paid to Seller;

480 11.1.5. That there is no default under the terms of said Lease by landlord or occupant; and

481 11.1.6. That the Lease to which the Estoppel is attached is a true, correct and complete copy of the Lease demising

482 the premises it describes.    

483 11.2.    Tenant Estoppel Statements Objection. Buyer has the Right to Terminate under § 25.l, on or before Tenant

484    Estoppel Statements Objection Deadline (§ 3), based on any unsatisfactory Estoppel Statement, in Buyer's sole subjective

485    discretion, or if Seller fails to deliver the Estoppel Statements on or before Tenant Estoppel Statements Deadline (§ 3). Buyer

486    shall also have the unilateral right to waive any unsatisfactory Estoppel Statement.

487    

CLOSING PROVISIONS

488    12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.

489    12.1.    Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to

490    enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If

491    Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender shall be required to provide the

492    Closing Company, in a timely manner, all required Joan documents and financial information concerning Buyer's new loan. Buyer

493 and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete

494 this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing.

495 12.2.    Closing Instructions. Colorado Real Estate Commission's Closing Instructions oAre nAre Not executed with

496 this Contract.

497 12.3.    Closing. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing shall be on the date specified

498 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by

499    Buyer.

500    12.4.    Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary

501    between different settlement service providers (e.g., attorneys, lenders, inspectors and title companies).

502    13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the

503    other terms and provisions hereof, Seller shall execute and deliver a good and sufficient Special Warranty      deed

504    to Buyer, at Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as

505    provided herein, title shall be conveyed free and clear of all liens, including any governmental liens for special improvements

506    installed as of the date of Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to:

507    13.1.     Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents

508    accepted by Buyer in accordance with Record Title (§ 8.1),

509    13.2.     Distribution utility easements (including cable TV),

510    13.3.    Those specifically described rights of third parties not shown by the public records of which Buyer has actual

511    knowledge and which were accepted by Buyer in accordance with Off-Record Title (§ 8.2) and Current Survey Review (§ 9),

512    13.4.    Inclusion of the Property within any special taxing district, and

513    13.5.    Other .

514    14. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the

515    proceeds of this transaction or from any other source.

516    15. CLOSING COSTS, CLOSING FEE, ASSOCIATION FEES AND TAXES.

517    15.1.     Closing Costs. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required

518    to be paid at Closing, except as otherwise provided herein.

519    15.2.    Closing Services Fee. The fee for real estate closing services shall be paid at Closing by oBuyer nSeller

520    oOne-Half by Buyer and One-Half by Seller oOther.

521    15.3.    Status Letter and Record Change Fees. Any fees incident to the issuance of Association's statement of

522     assessments (Status Letter) shall be paid by oBuyer oSeller oOne-Half by Buyer and One-Half by SelleroNone.

523    Any record change fee assessed by the Association including, but not limited to, ownership record transfer fees regardless of name

524    or title of such fee (Association's Record Change Fee) shall be paid by oBuyer oSeller oOne-Half by Buyer and One-Half

525    by Seller oNone.

526    15.4.    Local Transfer Tax.o The Local Transfer Tax of % of the Purchase Price shall be paid at Closing by

527    oBuyer nSeller oOne-Half by Buyer and One-Half by SelleroNone.

528    15.5.     Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property, payable at Closing, such

529    as community association fees, developer fees and foundation fees, shall be paid at Closing by oBuyer oSeller oOne-Half by

530    Buyer and One-Half by Seller oNone. The Private Transfer fee, whether one or more, is for the following association(s):

531     in the total amount of % of the Purchase Price or $.

532    15.6.     Water Transfer Fees. The Water Transfer Fees can change. The fees, as of the date of this Contract, do not exceed:

533    $ for o Water Stock/Certificates o Water District

534    $ for o Augmentation Membership o Small Domestic Water Company o and shall be

535    paid at Closing by oBuyer oSeller oOne-Half by Buyer and One-Half by SellernNone.

536    15.7.    Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by o

537    Buyer nSeller oOne-Half by Buyer and One-Half by SelleroNone.

538    16. PRORATIONS. The following shall be prorated to Closing Date (§ 3), except as otherwise provided:

539    16.1.    Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the

540    year of Closing, based on o Taxes for the Calendar Year Immediately Preceding Closing n Most Recent Mill Levy and

541    Most Recent Assessed Valuation, or o Other .

542    16.2. Rents. Rents based on o Rents Actually Received n Accrued. At Closing, Seller shall transfer or credit to

543    Buyer the security deposits for all Leases assigned, or any remainder after lawful deductions, and notify all tenants in writing of

544    such transfer and of the transferee's name and address. Seller shall assign to Buyer all Leases in effect at Closing and Buyer shall

545    assume Seller's obligations under such Leases.

546    16.3.    Association Assessments. Current regular Association assessments and dues (Association Assessments) paid in

547     advance shall be credited to Seller at Closing. Cash reserves held out of the regular Association Assessments for deferred

548    maintenance by the Association shall not be credited to Seller except as may be otherwise provided by the Governing Documents.

549    Buyer acknowledges that Buyer may be obligated to pay the Association, at Closing, an amount for reserves or working capital.

550    Any special assessment assessed prior to Closing Date (§ 3) by the Association shall be the obligation of oBuyer nSeller.

551    Except however, any special assessment by the Association for improvements that have been installed as of the date of Buyer's

552    signature hereon, whether assessed prior to or after Closing, shall be the obligation of Seller. Seller represents that the Association

553    Assessments are currently payable at $15,548.00per yearand that there are no unpaid regular or special

554    assessments against the Property except the current regular assessments and N/A     . Such

555 assessments are subject to change as provided in the Governing Documents. Seller agrees to promptly request the Association to

556 deliver to Buyer before Closing Date (§ 3) a current Status Letter.

557 16.4. Other Prorations. Water and sewer charges, propane, interest on continuing loan, and .

558 16.5. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final.

559 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3),

560 subject to the following Leases or tenancies:

561 N/A

562

563 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally

564 liable to Buyer for payment of $ N/A     per day (or any part of a day notwithstanding § 18.1) from Possession Date

565 (§ 3) and Possession Time (§ 3) until possession is delivered.

566    

GENERAL PROVISIONS

567 18. DAY; COMPUTATION OF PERIOD OF DAYS, DEADLINE.

568 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States

569 Mountain Time (Standard or Daylight Savings as applicable).

570 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified,

571 the first day is excluded and the last day is included, e.g., three days after MEC. If any deadline falls on a Saturday, Sunday or

572 federal or Colorado state holiday (Holiday), such deadline nShall oShall Not be extended to the next day that is not a

573 Saturday, Sunday or Holiday. Should neither box be checked, the deadline shall not be extended.

574 19. CAUSES OF LOSS, INSURANCE; DAMAGE TO INCLUSIONS AND SERVICES; CONDEMNATION; AND

575 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the

576 condition existing as of the date of this Contract, ordinary wear and tear excepted.

577 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of

578 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller shall be

579 obligated to repair the same before Closing Date (§ 3). Buyer has the Right to Terminate under § 25. l, on or before Closing Date

580 (§ 3), if the Property Damage is not repaired before Closing Date (§ 3) or if the damage exceeds such sum. Should Buyer elect to

581 carry out this Contract despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that

582 were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the

583 amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price. In the event Seller

584 has not received such insurance proceeds prior to Closing, the parties may agree to extend the Closing Date (§ 3) or, at the option

585 of Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such

586 insurance policy, but not to exceed the total Purchase Price.

587 19.2. Damage, Inclusions and Services. Should any Inclusion or service (including utilities and communication

588 services), system, component or fixture of the Property (collectively Service), e.g., heating or plumbing, fail or be damaged

589 between the date of this Contract and Closing or possession, whichever shall be earlier, then Seller shall be liable for the repair or

590 replacement of such Inclusion or Service with a unit of similar size, age and quality, or an equivalent credit, but only to the extent

591 that the maintenance or replacement of such Inclusion or Service is not the responsibility of the Association, if any, less any

592 insurance proceeds received by Buyer covering such repair or replacement. If the failed or damaged Inclusion or Service is not

593 repaired or replaced on or before Closing or possession, whichever shall be earlier, Buyer has the Right to Terminate under § 25.1,

594 on or before Closing Date (§ 3), or, at the option of Buyer, Buyer shall be entitled to a credit at Closing for the repair or

595 replacement of such Inclusion or Service. Such credit shall not exceed the Purchase Price. If Buyer receives such a credit, Seller's

596 right for any claim against the Association, if any, shall survive Closing. Seller and Buyer are aware of the existence of pre-owned

597 home warranty programs that may be purchased and may cover the repair or replacement of such Inclusions.

598 19.3. Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may

599result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation

600     action. Buyer has the Right to Terminate under § 25. l, on or before Closing Date (§ 3), based on such condemnation action, in

601    Buyer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the

602    Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the

603    diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the

604     Purchase Price.

605        19.4.    Walk-Through and Verification of Condition. Buyer, upon reasonable notice, has the right to walk through the

606    Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.

607     20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this Contract, Buyer and Seller acknowledge

608     that the respective broker has advised that this Contract has important legal consequences and has recommended the examination

609     of title and consultation with legal and tax or other counsel before signing this Contract.

610     21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as

611     Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation

612 hereunder is not performed or waived as herein provided, the nondefaulting party has the following remedies:

613 21.1. If Buyer is in Default:

614    o    21.1.1.     Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money

615 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may be

616 proper; or Seller may elect to treat this Contract as being in full force and effect and Seller has the right to specific performance or

617    damages.

618 21.1.2. Liquidated Damages, Applicable. This § 21.1.2 shall apply unless the box in § 21.1.1. is checked. All

619     Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be

620     released from all obligations hereunder. It is agreed that the Earnest Money specified in § 4.1 is LIQUIDATED DAMAGES, and

621     not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said

622     payment of Earnest Money shall be SELLER'S ONLY REMEDY for Buyer's failure to perform the obligations of this Contract.

623 Seller expressly waives the remedies of specific performance and additional damages.

624 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received

625     hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as

626     being in full force and effect and Buyer has the right to specific performance or damages, or both.

627     22. LEGAL FEES, COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration

628     or litigation relating to this Contract, prior to or after Closing Date (§ 3), the arbitrator or court shall award to.the prevailing party

629     all reasonable costs and expenses, including attorney fees, legal fees and expenses.

630     23. MEDIATION. If a dispute arises relating to this Contract, prior to or after Closing, and is not resolved, the parties shall first

631     proceed in good faith to submit the matter to mediation. Mediation is a process in which the parties meet with an impartial person

632     who helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the

633     dispute must agree, in writing, before any settlement is binding. The parties will jointly appoint an acceptable mediator and will

634     share equally in the cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the entire dispute

635     is not resolved within thirty days of the date written notice requesting mediation is delivered by one party to the other at the party's

636 last known address. This section shall not alter any date in this Contract, unless otherwise agreed.

637     24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest

638     Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the

639     Earnest Money (notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action.

640     Earnest Money Holder, at its sole subjective discretion, has several options: (1) await any proceeding, (2) interplead all parties and

641     deposit Eamest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees,

642     or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or

643     Claim (between Buyer and Seller) containing the case number of the lawsuit (Lawsuit) within one hundred twenty days of Earnest

644     Money Holder's notice to the parties, Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event

645     Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest

646     Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The parties reaffirm the obligation of

647     Mediation (§ 23).

648     25. TERMINATION.

649     25.1. Right to Terminate. If a party has a right to terminate, as provided in this Contract (Right to Terminate), the

650     termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such

651     written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not

652     received on or before the specified deadline, the party with the Right to Terminate shall have accepted the specified matter,

653 document or condition as satisfactory and waived the Right to Terminate under such provision.

654 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder shall be

655 returned and the parties shall be relieved of all obligations hereunder, subject to §§ 10.4, 22, 23 and 24.

656     26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute

657     the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or

658     written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall

659    be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any right or obligation in this

660    Contract that, by its terms, exists or is intended to be performed after termination or Closing shall survive the same.

661 27. NOTICE, DELIVERY, AND CHOICE OF LAW.

662     27.1. Physical Delivery. All notices must be in writing, except as provided in § 27.2. Any document, including a signed

663     document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when physically received by Buyer, any

664     signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working

665     with Buyer (except for delivery, after Closing, of the notice requesting mediation described in § 23) and except as provided in

666     § 27.2. Any document, including a signed document or notice, from or on behalf of Buyer, and delivered to. Seller shall be

667     effective when physically received by Seller, any signatory on behalf of Seller, any named individual of Seller, any representative

668     of Seller, or Brokerage Firm of Broker working with Seller (except for delivery, after Closing, of the notice requesting mediation

669 described in § 23) and except as provided in § 27.2.

670     27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or

671     written notice may be delivered in electronic form only by the following indicated methods: o FacsimileoEmail

672     oInternetnNo Electronic Delivery. If the box "No Electronic Delivery" is checked, this § 27.2 shall not be applicable and

673 § 27. 1 shall govern notice and delivery. Documents with original signatures shall be provided upon request of any party.

674     27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance

675     with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property

676 located in Colorado.

677 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing by Buyer and

678     Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to § 27 on or

679     before Acceptance Deadline Date (§ 3) and Acceptance Deadline Time (§ 3). If accepted, this document shall become a contract

680    between Seller and Buyer. A copy pf this Contract may be executed by each party, separately, and when each party has executed a

681    copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.

682     29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not

683     limited to exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5), Record

684     Title and Off-Record Title (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection, Indemnity, Insurability

685     and Due Diligence (§ 10).

686

ADDITIONAL PROVISIONS AND ATTACHMENTS

687    30. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate

688    Commission.)

689    See Additional Provisions in the Agreement to which this Exhibit A is attached and made an integral part thereof.

690

691

692     31. ATTACHMENTS.

693    31.1.    The following attachments are a part of this Contract:

694

695

696

697

698    31.2.     The following disclosure forms are attached but are not a part of this Contract:

699

700

701

702    

SIGNATURES

Buyer's Name:    Buyer's Name:

Buyer's Signature    Date     Buyer's Signature    Date

Address:        Address:    

Phone No.:        Phone No.:    

Fax No.:        Fax No.:    

Electronic Address:        Electronic Address:    

703    [NOTE: If this offer is being countered or rejected, do not sign this document. Refer to § 32]

Seller's Name:     Seller's Name:

Seller's Signature    Date     Seller's Signature    Date

Address:        Address:    

Phone No.:        Phone No.:    

Fax No.:        Fax No.:    

Electronic Address:        Electronic Address:    

704    32. COUNTER; REJECTION. This offer is oCounteredoRejected.

705    Initials only of party (Buyer or Seller) who countered or rejected offer

706    

END OF CONTRACT TO BUY AND SELL REAL ESTATE

33. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE

(To be completed by Broker working with Buyer)

Broker oDoesoDoes Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to

cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money

Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to

Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the

executed written mutual instructions, provided the Earnest Money check has cleared.

Broker is working with Buyer as a oBuyer's Agent oSeller's AgentoTransaction-Broker in this transaction.

o This is a Change of Status.

Brokerage Finn's compensation or commission is to be paid by oListing Brokerage Firmo BuyeroOther.

Brokerage Firm's Name:

Broker's Name:

Broker's Signature    Date

Address:    

Phone No.:    

Fax No.:    

Electronic Address:    

34. BROKER'S ACKNOWLEDGMENTS AND COMPENSATION DISCLOSURE

(To be completed by Broker working with Seller)

Broker oDoesoDoes Not acknowledge receipt of Earnest Money deposit and, while not a party to the Contract, agrees to

cooperate upon request with any mediation concluded under § 23. Broker agrees that if Brokerage Firm is the Earnest Money

Holder and, except as provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to

Terminate or other written notice of termination, Earnest Money Holder shall release the Earnest Money as directed by the written mutual instructions. Such release of Earnest Money shall be made within five days of Earnest Money Holder's receipt of the

executed written mutual instructions, provided the Earnest Money check has cleared.

Broker is working with Seller as a oSeller's Agent oBuyer's AgentoTransaction-Broker in this transaction.

o This is a Change of Status.

Brokerage Firm's compensation or commission is to be paid by oSeller oBuyeroOther.

Brokerage Firm's Name:

Broker's Name:

Broker's Signature    Date

Address:    

Phone No.:    

Fax No.:    

Electronic Address:    

EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER

CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

I, Leo F. Wells, III, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wells Real Estate Fund VIII, L.P. (the "Registrant") for the quarter ended September 30, 2013;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of and for the periods presented in this report;

4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Financial Oversight Committee of the corporate general partner (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

November 12, 2013	By:	/s/  LEO F. WELLS, III
		Leo F. Wells, III Principal Executive Officer

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER

CERTIFICATION

PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

I, Douglas P. Williams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Wells Real Estate Fund VIII, L.P. (the "Registrant") for the quarter ended September 30, 2013;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the Registrant as of and for the periods presented in this report;

4. The Registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5. The Registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the Financial Oversight Committee of the corporate general partner (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.

November 12, 2013	By:	/s/  DOUGLAS P. WILLIAMS
		Douglas P. Williams Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. 1350)

In connection with the Quarterly Report on Form 10-Q of Wells Real Estate Fund VIII, L.P. (the “Registrant”) for the period ended September 30, 2013, as filed with the Securities and Exchange Commission (the “Report”), the undersigned, Leo F. Wells, III, Principal Executive Officer of the corporate general partner of one of the General Partners of the Registrant, and Douglas P. Williams, Principal Financial Officer of the corporate general partner of one of the General Partners of the Registrant, hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that, to the best of their knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

/s/ LEO F. WELLS, III

Leo F. Wells, III

Principal Executive Officer

November 12, 2013

/s/ DOUGLAS P. WILLIAMS

Douglas P. Williams

Principal Financial Officer

November 12, 2013

XML

Summary of Significant Accounting Policies (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Limited Partnership Distributions [Line Items]
Impairment of real estate	$ 0
Class A Units
Allocations of Net Income, Net Loss, and Gain on Sale
Distribution of excess net income based on allocation (percent)	99.00%
Class B Units
Allocations of Net Income, Net Loss, and Gain on Sale
Distribution of net loss, depreciation, and amortization based on allocation (percent)	99.00%
General Partners
Allocations of Net Income, Net Loss, and Gain on Sale
Distribution of excess net income based on allocation (percent)	1.00%
Distribution of net loss, depreciation, and amortization based on allocation (percent)	1.00%
First Priority | Class A Units
Distribution of Net Cash from Operations
Distribution of net cash from operations based on capital contributions (percent)	10.00%
Second Priority | General Partners
Distribution of Net Cash from Operations
Distribution of net cash from operations based on cumulative distributions (percent)	10.00%
Third Priority | Class A Units
Distribution of Net Cash from Operations
Distribution of net cash from operations based on allocation (percent)	90.00%
Third Priority | General Partners
Distribution of Net Cash from Operations
Distribution of net cash from operations based on allocation (percent)	10.00%
Third Priority | Limited Partners
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on partner capital contributions (percent)	100.00%
Fourth Priority | Limited Partners
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on partners' return on capital contributions (percent)	10.00%
Fifth Priority | Class A Units
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on preferential limited partner return (percent)	10.00%
Fifth Priority | Class B Units
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on preferential limited partner return (percent)	15.00%
Sixth Priority | General Partners
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on partner capital contributions (percent)	100.00%
Distribution of net sale proceeds based additional excess (percent)	25.00%
Seventh Priority | General Partners
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on allocation (percent)	20.00%
Seventh Priority | Limited Partners
Distribution of Net Sale Proceeds
Distribution of net sale proceeds based on allocation (percent)	80.00%

XML

Statements of Operations (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Equity in Income (Loss) of Joint Venture	$ (70,990)	$ 3,963	$ 936,245	$ 192,642
Interest and Other Income	2,497	260	5,236	781
General and Administrative Expenses	32,394	44,813	132,262	147,789
Net Income (Loss)	(100,887)	(40,590)	809,219	45,634
Class A Limited Partners
Net Income (Loss)			(82,607)
Net Income (Loss) Allocated To:
Net Income (Loss) Allocated to Limited Partners	0	(40,184)	(82,607)	45,177
Net Income (Loss) Per Weighted-Average Limited Partner Unit:
Net Income (Loss) per Weighted-Average Limited Partner Unit (in dollars per unit)	0.00	(0.01)	(0.03)	0.02
Weighted-Average Limited Partner Units Outstanding:
Weighted-Average Limited Partner Units Outstanding (in units)	2,949,979	2,949,979	2,949,979	2,949,979
Class B Limited Partners
Net Income (Loss)			892,846
Net Income (Loss) Allocated To:
Net Income (Loss) Allocated to Limited Partners	(100,887)	0	892,846	0
Net Income (Loss) Per Weighted-Average Limited Partner Unit:
Net Income (Loss) per Weighted-Average Limited Partner Unit (in dollars per unit)	(0.40)	0.00	3.53	0.00
Weighted-Average Limited Partner Units Outstanding:
Weighted-Average Limited Partner Units Outstanding (in units)	253,287	253,287	253,287	253,287
General Partners
Net Income (Loss)			(1,020)
Net Income (Loss) Allocated To:
Net Income (Loss) Allocated to General Partners	$ 0	$ (406)	$ (1,020)	$ 457

XML

Related-Party Transactions (Notes)

9 Months Ended

Sep. 30, 2013

Related Party Transactions [Abstract]

Related-Party Transactions

RELATED-PARTY TRANSACTIONS

Management and Leasing Fees

The Partnership entered into a property management and leasing agreement with Wells Management Company, Inc. ("Wells Management"), an affiliate of the General Partners. In accordance with the property management and leasing agreement, Wells Management receives compensation for the management and leasing of the Partnership's properties owned through the Joint Venture, equal to (a) 3% for management services and 3% for leasing services of the gross revenues collected monthly, plus a separate fee for the one-time initial lease-up of newly constructed properties in an amount not to exceed the fee customarily charged in arm's-length transactions by others rendering similar services in the same geographic area for similar properties, which is assessed periodically based on market studies, or (b) in the case of commercial properties leased on a long-term net basis (ten or more years), 1% of the gross revenues except for initial leasing fees equal to 3% of the gross revenues over the first five years of the lease term. Management and leasing fees are paid by the Joint Venture and, accordingly, are included in equity in income (loss) of joint venture in the accompanying statements of operations. The Partnership's share of management and leasing fees and lease acquisition costs incurred through the Joint Venture and payable to Wells Management is $0 and $13,433 for the three months ended September 30, 2013 and 2012, respectively, and $6,052 and $44,833 for the nine months ended September 30, 2013 and 2012, respectively.

Administrative Reimbursements

Wells Capital, the corporate general partner of Wells Partners, one of the Partnership's General Partners, and Wells Management perform certain administrative services for the Partnership, relating to accounting and other partnership administration, and incur the related expenses. Such expenses are allocated among other entities affiliated with the General Partners based on estimates of the amount of time dedicated to each fund by individual administrative personnel. In the opinion of the General Partners, this allocation is a reasonable estimation of such expenses. The Partnership incurred administrative expenses of $14,333 and $28,041 payable to Wells Capital and Wells Management for the three months ended September 30, 2013 and 2012, respectively, and $48,117 and $74,581 for the nine months ended September 30, 2013 and 2012, respectively. In addition, Wells Capital and Wells Management pay for certain operating expenses of the Partnership ("bill-backs") directly and invoice the Partnership for the reimbursement thereof on a quarterly basis. As presented in the accompanying balance sheets, due to affiliates as of September 30, 2013 and December 31, 2012 represents administrative reimbursements and bill-backs due to Wells Capital and/or Wells Management.

Operational Dependency

The Partnership has engaged Wells Capital and Wells Management to provide certain essential services, including supervision of the management and leasing of its properties, asset acquisition and disposition services, as well as other administrative responsibilities, including accounting services and investor communications and relations. These agreements are terminable by either party upon 60 days' written notice. As a result of these relationships, the Partnership's operations are dependent upon Wells Capital and Wells Management.

Wells Capital and Wells Management are owned and controlled by WREF. The operations of Wells Capital, Wells Investment Securities, Inc., Wells Management, Wells Core Office Income REIT Advisory Services, LLC, and their affiliates represent substantially all of the business of WREF. Accordingly, we focus on the financial condition of WREF when assessing the financial condition of Wells Capital and Wells Management. In the event that WREF were to become unable to meet its obligations as they become due, we might be required to find alternative service providers.

Future net income generated by WREF will be largely dependent upon the amount of fees earned by Wells Capital and Wells Management based on, among other things, the management of assets for WREF-sponsored programs and the volume of future dispositions of real estate assets by WREF-sponsored programs, as well as distribution income earned from its holdings of common stock of Piedmont REIT, which was acquired in connection with the Piedmont REIT internalization transaction. As of September 30, 2013, the Partnership has no reason to believe that WREF does not have access to adequate liquidity and capital resources, including cash flow generated from operations, cash on hand, other investments, and borrowing capacity, necessary to meet its current and future obligations as they become due. Modifying service agreements between WREF, or its affiliates, and the Partnership, or other WREF-sponsored programs, could impact WREF's future net income and future access to liquidity and capital resources. For example, a large portion of WREF's income is derived under agreements with Columbia Property Trust, Inc. ("Columbia"), formerly known as Wells Real Estate Investment Trust II, Inc. Effective February 28, 2013, Columbia transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond December 31, 2013. In addition, a smaller portion of WREF’s income is derived under agreements with CatchMark Timber Trust, Inc. (“CatchMark”), formerly known as Wells Timberland REIT, Inc. Effective October 25, 2013, CatchMark also transitioned to self-management and indicated that it does not expect to rely on WREF for the same level of services beyond June 30, 2014. As such, WREF does not expect to receive significant compensation from Columbia or CatchMark beyond December 31, 2013 and June 30, 2014, respectively.

XML

Investment in Joint Venture (Schedule of Financial Information for Joint Venture) (Details) (Fund VIII-IX Associates, USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Fund VIII-IX Associates
Schedule of Equity Method Investments [Line Items]
Total Revenues	$ 0	$ 53,614	$ 0	$ 446,979
Income (Loss) From Continuing Operations	(128,920)	(56,633)	(405,436)	127,287
Income (Loss) From Discontinued Operations	(631)	63,866	2,114,015	224,271
Net Income (Loss)	$ (129,551)	$ 7,233	$ 1,708,579	$ 351,558

XML

Statements of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities:
Net income	$ 809,219	$ 45,634
Operating distributions received from the joint venture	32,804	387,681
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Equity in income of joint venture	(936,245)	(192,642)
Changes in assets and liabilities:
Decrease (increase) in other assets	2,651	(39)
Decrease in accounts payable and accrued expenses	(5,117)	(5,006)
(Decrease) increase in due to affiliates	(3,598)	260
Net cash (used in) provided by operating activities	(100,286)	235,888
Cash Flows from Investing Activities:
Net sale proceeds received from joint venture	4,318,951	0
Investment in joint venture	(361,534)	0
Net cash provided by investing activities	3,957,417	0
Net Increase in Cash and Cash Equivalents	3,857,131	235,888
Cash and Cash Equivalents, beginning of period	1,721,154	1,440,484
Cash and Cash Equivalents, end of period	$ 5,578,285	$ 1,676,372

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Summary of Significant Accounting Policies (Notes)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results. For further information, refer to the financial statements and footnotes included in the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

Investment in Joint Venture

The Partnership has evaluated the Joint Venture and concluded that it is not a variable interest entity. The Partnership does not have control over the operations of the Joint Venture; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint Venture or its real property investments. Accordingly, the Partnership accounts for its investment in the Joint Venture using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreement, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

The Partnership continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the Partnership's investment in Fund VIII-IX Associates may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. The Partnership has determined that there have been no impairments in the carrying value of any of its real estate assets to date; however, certain of the Partnership's assets may be carried at an amount more than could be realized in a current disposition transaction.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as little, if any, related market activity or information is available. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Partnership may assign an estimated probability-weighting to more than one fair value estimate based on the Partnership's assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

Projections of expected future cash flows require that the Partnership estimate future market rental income, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by Fund VIII-IX Associates and net income (loss) of the Partnership.

Distribution of Net Cash from Operations

Net cash from operations, if available and unless reserved, is generally distributed quarterly to the limited partners as follows:

• First, to all limited partners holding Class A Units on a per-unit basis until such limited partners have received distributions equal to a 10% per annum return on their respective net capital contributions, as defined;

• Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership; and

• Third, to the limited partners holding Class A Units on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.

No distributions of net cash from operations will be made to limited partners holding Class B Units.

Distribution of Net Sale Proceeds

Upon sales of properties, unless reserved, net sale proceeds are distributed in the following order:

• In the event that the particular property sold is sold for a price less than its original property purchase price, to the limited partners holding Class A Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Class B Units with respect to such property;

• To limited partners holding units which at any time have been treated as Class B Units, until each limited partner has received an amount necessary to equal the net cash available for distribution previously received by the limited partners holding Class A Units on a per-unit basis;

• To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contributions, as defined;

• To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital contributions, as defined;

• To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partners' returns (defined as the sum of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class B Units);

• To the General Partners until they have received 100% of their respective capital contributions; in the event that the limited partners have received aggregate cash distributions from the Partnership over the life of their respective investments in excess of a return of their respective net capital contributions, plus the preferential limited partner return, the General Partners shall receive an additional sum equal to 25% of such excess; and

• Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.

Allocations of Net Income, Net Loss, and Gain on Sale

For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the limited partners holding Class A Units and the General Partners. To the extent the Partnership's net income in any year exceeds net cash from operations, such excess net income will be allocated 99% to the limited partners and 1% to the General Partners.

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then, to any partner having a positive balance in his capital account in an amount not to exceed such positive balance; and (c) thereafter, to the General Partners.

Gain on the sale or exchange of the Partnership's properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Recent Accounting Pronouncement

In April 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-07, Presentation of Financial Statements Topic Liquidation Basis of Accounting ("ASU 2013-07"). ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Partnership beginning on January 1, 2014. The Partnership expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosures.

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Commitments and Contingencies (Notes)

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

COMMITMENTS AND CONTINGENCIES

From time to time, the Partnership and its General Partners are parties to legal proceedings which arise in the ordinary course of the Partnership's business. The Partnership is not currently involved in any litigation for which the outcome would, in the judgment of the General Partners based on information currently available, have a materially adverse impact on the results of operations or financial condition of the Partnership, nor is management aware of any such litigation threatened against us.

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Investment in Joint Venture (Notes)

9 Months Ended

Sep. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Investment in Joint Venture

INVESTMENT IN JOINT VENTURE

Summary of Financial Information

Condensed financial information for the joint venture in which the Partnership held a direct interest for the three months and nine months ended September 30, 2013 and 2012, respectively, is presented below: 

	Total Revenues				Loss From Continuing Operations						Income (Loss) From Discontinued Operations					Net Income (Loss)
	Three Months Ended				Three Months Ended						Three Months Ended					Three Months Ended
	September 30,				September 30,						September 30,					September 30,
	2013		2012		2013			2012			2013			2012		2013			2012
Fund VIII-IX Associates	$	—	$	53,614	$	(128,920	)	$	(56,633	)	$	(631	)	$	63,866	$	(129,551	)	$	7,233

	Total Revenues				Income (Loss) From Continuing Operations					Income From Discontinued Operations				Net Income
	Nine Months Ended				Nine Months Ended					Nine Months Ended				Nine Months Ended
	September 30,				September 30,					September 30,				September 30,
	2013		2012		2013			2012		2013		2012		2013		2012
Fund VIII-IX Associates	$	—	$	446,979	$	(405,436	)	$	127,287	$	2,114,015	$	224,271	$	1,708,579	$	351,558

The Partnership allocates its share of net income, net loss, and gain on sale generated by the properties owned by the Joint Venture to its Class A and Class B limited partners pursuant to the partnership agreement provisions outlined in Note 2. The components of income from discontinued operations recognized by the Joint Venture are provided below:

	Nine Months Ended						Nine Months Ended
	September 30, 2013						September 30, 2012
	Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total
Fund VIII-IX Associates	$	87,612	$	2,026,403	$	2,114,015	$	224,271	$	—	$	224,271

Due from Joint Venture

As presented in the accompanying balance sheets, due from joint venture as of December 31, 2012 represents operating cash flow generated by Fund VIII-IX Associates for the three months ended December 31, 2012, which is attributable to the Partnership.

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Balance Sheets Parenthetical	Sep. 30, 2013	Dec. 31, 2012
Class A Limited Partners
Partners' Capital:
Limited Partners' Capital Account, Units Issued (in units)	2,949,979	2,949,979
Limited Partners' Capital Account, Units Outstanding (in units)	2,949,979	2,949,979
Class B Limited Partners
Partners' Capital:
Limited Partners' Capital Account, Units Issued (in units)	253,287	253,287
Limited Partners' Capital Account, Units Outstanding (in units)	253,287	253,287

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Organization and Business (Tables)

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Schedule of Equity Method Investments

During the periods presented, the Partnership owned an interest in the following joint venture (the "Joint Venture") and properties:

Joint Venture	Joint Venture Partners	Ownership %	Properties
Fund VIII and Fund IX Associates ("Fund VIII-IX Associates" or the "Joint Venture")	• Wells Real Estate Fund VIII, L.P. • Wells Real Estate Fund IX, L.P.	54.8% 45.2%	1.  US Cellular Building(1) A four-story office building located in Madison, Wisconsin 2.  305 Interlocken Parkway A two-story office building located in Broomfield, Colorado

⁽¹⁾This property was sold on March 22, 2013.

^[1]

[1] This property was sold on March 22, 2013.

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Statements of Partners' Capital (USD $)	Total	Class A Limited Partners	Class B Limited Partners	General Partners
Partners' Capital, beginning of period at Dec. 31, 2011	$ 6,726,893	$ 6,725,852	$ 0	$ 1,041
Limited Partners' Capital Account, Units Outstanding, beginning of period at Dec. 31, 2011		2,949,979	253,287
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)	(2,148)	(2,127)	0	(21)
Partners' Capital, end of period at Dec. 31, 2012	6,724,745	6,723,725	0	1,020
Limited Partners' Capital Account, Units Outstanding, end of period at Dec. 31, 2012		2,949,979	253,287
Increase (Decrease) in Partners' Capital [Roll Forward]
Net income (loss)	809,219	(82,607)	892,846	(1,020)
Partners' Capital, end of period at Sep. 30, 2013	$ 7,533,964	$ 6,641,118	$ 892,846	$ 0
Limited Partners' Capital Account, Units Outstanding, end of period at Sep. 30, 2013		2,949,979	253,287

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Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Assets:
Investment in joint venture	$ 1,960,945	$ 4,982,117
Cash and cash equivalents	5,578,285	1,721,154
Due from joint venture	0	32,804
Other assets	2,409	5,060
Total assets	7,541,639	6,741,135
Liabilities:
Accounts payable and accrued expenses	2,986	8,103
Due to affiliates	4,689	8,287
Total liabilities	7,675	16,390
Commitments and Contingencies
Partners' Capital:
Total partners’ capital	7,533,964	6,724,745
Total liabilities and partners’ capital	7,541,639	6,741,135
Class A Limited Partners
Partners' Capital:
Limited Partners	6,641,118	6,723,725
Total partners’ capital	6,641,118	6,723,725
Class B Limited Partners
Partners' Capital:
Limited Partners	892,846	0
Total partners’ capital	892,846	0
General Partners
Partners' Capital:
General Partners	0	1,020
Total partners’ capital	$ 0	$ 1,020

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

The financial statements of the Partnership have been prepared in accordance with the rules and regulations of the SEC, including the instructions to Form 10-Q and Article 10 of Regulation S-X, and in accordance with such rules and regulations, do not include all of the information and footnotes required by U.S. generally accepted accounting principles ("GAAP") for complete financial statements. In the opinion of the General Partners, the statements for the unaudited interim periods presented include all adjustments that are of a normal and recurring nature and necessary to fairly and consistently present the results for these periods. Results for interim periods are not necessarily indicative of full-year results.

Investment in Joint Venture

Investment in Joint Venture

The Partnership has evaluated the Joint Venture and concluded that it is not a variable interest entity. The Partnership does not have control over the operations of the Joint Venture; however, it does exercise significant influence. Approval by the Partnership as well as the other joint venture partners is required for any major decision or any action that would materially affect the Joint Venture or its real property investments. Accordingly, the Partnership accounts for its investment in the Joint Venture using the equity method of accounting, whereby original investments are recorded at cost and subsequently adjusted for contributions, distributions, and net income (loss) attributable to the Partnership. Pursuant to the terms of the joint venture agreement, all income (loss) and distributions are allocated to joint venture partners in accordance with their respective ownership interests. Distributions of net cash from operations, if available, are generally distributed to the joint venture partners on a quarterly basis.

Evaluating the Recoverability of Real Estate Assets

Evaluating the Recoverability of Real Estate Assets

The Partnership continually monitors events and changes in circumstances that could indicate that the carrying amounts of the real estate assets owned through the Partnership's investment in Fund VIII-IX Associates may not be recoverable. When indicators of potential impairment are present which suggest that the carrying amounts of real estate assets may not be recoverable, management assesses the recoverability of the real estate assets by determining whether the respective carrying values will be recovered through the estimated undiscounted future cash flows expected from the use of the assets and their eventual disposition for assets held for use, or with the estimated fair values, less costs to sell, for assets held for sale. In the event that the expected undiscounted future cash flows for assets held for use, or the estimated fair value, less costs to sell, for assets held for sale do not exceed the respective asset carrying value, management adjusts the real estate assets to their respective estimated fair values, pursuant to the provisions of the property, plant, and equipment accounting standard for the impairment or disposal of long-lived assets, and recognizes an impairment loss. Estimated fair values are determined based on the following information, dependent upon availability: (i) recently quoted market price(s) for the subject property, or highly comparable properties, under sufficiently active and normal market conditions, or (ii) the present value of future cash flows, including estimated residual value. The Partnership has determined that there have been no impairments in the carrying value of any of its real estate assets to date; however, certain of the Partnership's assets may be carried at an amount more than could be realized in a current disposition transaction.

While various techniques and assumptions can be used to estimate fair value depending on the nature of the asset or liability, the accounting standard for fair value measurements and disclosures describes three levels of inputs that may be used to measure fair value. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as little, if any, related market activity or information is available. Examples of Level 3 inputs include estimated holding periods, discount rates, market capitalization rates, expected lease rental rates, timing of new leases, and sales prices; additionally, the Partnership may assign an estimated probability-weighting to more than one fair value estimate based on the Partnership's assessment of the likelihood of the respective underlying assumptions occurring as of the evaluation date. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Partnership's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and consideration of factors specific to the asset or liability.

Projections of expected future cash flows require that the Partnership estimate future market rental income, property operating expenses, the number of months it takes to re-lease the property, and the number of years the property is held for investment, among other factors. The subjectivity of assumptions used in the future cash flow analysis, including discount rates, could result in an incorrect assessment of the property's future cash flows and fair value, and could result in the misstatement of the carrying value of real estate assets held by Fund VIII-IX Associates and net income (loss) of the Partnership.

Distribution of Net Cash from Operations

Distribution of Net Cash from Operations

Net cash from operations, if available and unless reserved, is generally distributed quarterly to the limited partners as follows:

• First, to all limited partners holding Class A Units on a per-unit basis until such limited partners have received distributions equal to a 10% per annum return on their respective net capital contributions, as defined;

• Second, to the General Partners until the General Partners have received distributions equal to 10% of the total cumulative distributions paid by the Partnership; and

• Third, to the limited partners holding Class A Units on a per-unit basis and the General Partners allocated on a basis of 90% and 10%, respectively.

No distributions of net cash from operations will be made to limited partners holding Class B Units.

Distribution of Net Sale Proceeds

Distribution of Net Sale Proceeds

Upon sales of properties, unless reserved, net sale proceeds are distributed in the following order:

• In the event that the particular property sold is sold for a price less than its original property purchase price, to the limited partners holding Class A Units until they have received an amount equal to the excess of the original property purchase price over the price for which the property was sold, limited to the amount of depreciation, amortization, and cost recovery deductions taken by the limited partners holding Class B Units with respect to such property;

• To limited partners holding units which at any time have been treated as Class B Units, until each limited partner has received an amount necessary to equal the net cash available for distribution previously received by the limited partners holding Class A Units on a per-unit basis;

• To all limited partners on a per-unit basis until the limited partners have received 100% of their respective net capital contributions, as defined;

• To all limited partners on a per-unit basis until the limited partners have received a cumulative 10% per annum return on their respective net capital contributions, as defined;

• To limited partners on a per-unit basis until the limited partners have received an amount equal to their respective preferential limited partners' returns (defined as the sum of a 10% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class A Units and a 15% per annum cumulative return on net capital contributions for all periods during which the units were treated as Class B Units);

• To the General Partners until they have received 100% of their respective capital contributions; in the event that the limited partners have received aggregate cash distributions from the Partnership over the life of their respective investments in excess of a return of their respective net capital contributions, plus the preferential limited partner return, the General Partners shall receive an additional sum equal to 25% of such excess; and

• Thereafter, 80% to the limited partners on a per-unit basis and 20% to the General Partners.

Allocations of Net Income, Net Loss, and Gain on Sale

Allocations of Net Income, Net Loss, and Gain on Sale

For the purpose of determining allocations per the partnership agreement, net income is defined as net income recognized by the Partnership, excluding deductions for depreciation, amortization, cost recovery and the gain on the sale of assets. Net income, as defined, of the Partnership will be allocated each year in the same proportions that net cash from operations is distributed to the limited partners holding Class A Units and the General Partners. To the extent the Partnership's net income in any year exceeds net cash from operations, such excess net income will be allocated 99% to the limited partners and 1% to the General Partners.

Net loss, depreciation, and amortization deductions for each fiscal year will be allocated as follows: (a) 99% to the limited partners holding Class B Units and 1% to the General Partners until their capital accounts are reduced to zero; (b) then, to any partner having a positive balance in his capital account in an amount not to exceed such positive balance; and (c) thereafter, to the General Partners.

Gain on the sale or exchange of the Partnership's properties will be allocated generally in the same manner that the net proceeds from such sale are distributed to partners after the following allocations are made, if applicable: (a) allocations made pursuant to the qualified income offset provisions of the partnership agreement; (b) allocations to partners having negative capital accounts until all negative capital accounts have been restored to zero; and (c) allocations to limited partners holding Class B Units in amounts equal to the deductions for depreciation and amortization previously allocated to them with respect to the specific property sold, but not in excess of the amount of gain on sale recognized by the Partnership with respect to the sale of such property.

Recent Accounting Pronouncement

Recent Accounting Pronouncement

In April 2013, the Financial Accounting Standards Board issued Accounting Standards Update 2013-07, Presentation of Financial Statements Topic Liquidation Basis of Accounting ("ASU 2013-07"). ASU 2013-07 requires an entity to prepare its financial statements using the liquidation basis of accounting when liquidation is imminent. Liquidation is considered imminent when the likelihood is remote that the organization will return from liquidation and either: (a) a plan for liquidation is approved by the person or persons with the authority to make such a plan effective and the likelihood is remote that the execution of the plan will be blocked by other parties; or (b) a plan for liquidation is being imposed by other forces. ASU 2013-07 will be effective for the Partnership beginning on January 1, 2014. The Partnership expects that the adoption of ASU 2013-07 will not have a material impact on its financial statements or disclosures.

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Organization and Business (Details) (USD $)	12 Months Ended				12 Months Ended
	Jan. 04, 1996	Sep. 30, 2013 Fund VIII-IX Associates	Sep. 30, 2013 Fund VIII-IX Associates Wells Real Estate Fund IX, L.P.	Jan. 06, 1995 Public Offering	Jan. 04, 1996 Class A Units	Jan. 04, 1996 Class B Units
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Limited Partners' Capital Account, Value of Units Authorized				$ 35,000,000
Limited Partners' Capital Account, Value Per Unit				10.00
Sold partnership units (in units)					2,613,534	590,735
Proceeds from issuance of limited partners units	$ 32,042,689
Ownership in joint venture (percent)		54.80%	45.20%

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Subsequent Event (Notes)

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

Subsequent Event

Distribution of Net Sale Proceeds

On November 1, 2013, net sale proceeds of approximately $2,750,000 from the sales of 14079 Senlac Drive and the US Cellular Building were distributed to the limited partners of record as of September 30, 2013, which, under the terms of the partnership agreement, does not include limited partners acquiring units after June 30, 2013. Accordingly, the General Partners have determined to hold residual net sale proceeds in reserve to fund the Partnership's pro rata share of anticipated re-leasing costs at the Partnership's remaining property.

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Organization and Business (Notes)

9 Months Ended

Sep. 30, 2013

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organization and Business

ORGANIZATION AND BUSINESS

Wells Real Estate Fund VIII, L.P. (the "Partnership") is a Georgia public limited partnership with Leo F. Wells, III and Wells Partners, L.P. ("Wells Partners"), a Georgia nonpublic limited partnership, serving as its general partners (collectively, "General Partners"). Wells Capital, Inc. ("Wells Capital") serves as the corporate general partner of Wells Partners. Wells Capital is a wholly owned subsidiary of Wells Real Estate Funds, Inc. ("WREF"). Leo F. Wells, III is the president and sole director of Wells Capital and the president, sole director, and sole owner of WREF. The Partnership was formed on August 15, 1994 for the purpose of acquiring, developing, owning, operating, improving, leasing, and otherwise managing income-producing commercial properties for investment purposes. Upon subscription, limited partners elected to have their units treated as Class A Units or Class B Units. Limited partners have the right to change their prior elections to have some or all of their units treated as Class A Units or Class B Units one time during each quarterly accounting period. Limited partners may vote to, among other things, (a) amend the partnership agreement, subject to certain limitations; (b) change the business purpose or investment objectives of the Partnership; (c) add or remove a general partner; (d) elect a new general partner; (e) dissolve the Partnership; (f) authorize a merger or a consolidation of the Partnership; and (g) approve a sale involving all or substantially all of the Partnership's assets, subject to certain limitations. A majority vote on any of the above-described matters will bind the Partnership, without the concurrence of the General Partners. Each limited partnership unit has equal voting rights regardless of class.

On January 6, 1995, the Partnership commenced a public offering of up to $35,000,000 of Class A or Class B limited partnership units ($10.00 per unit) pursuant to a Registration Statement on Form S-11 filed under the Securities Act. The offering was terminated on January 4, 1996, at which time the Partnership had sold approximately 2,613,534 Class A Units and 590,735 Class B Units representing total limited partner capital contributions of $32,042,689.

The Partnership owns indirect interests in all of its real estate assets through a joint venture with an entity affiliated with the General Partners. During the periods presented, the Partnership owned an interest in the following joint venture (the "Joint Venture") and properties:

Joint Venture	Joint Venture Partners	Ownership %	Properties
Fund VIII and Fund IX Associates ("Fund VIII-IX Associates" or the "Joint Venture")	• Wells Real Estate Fund VIII, L.P. • Wells Real Estate Fund IX, L.P.	54.8% 45.2%	1.  US Cellular Building(1) A four-story office building located in Madison, Wisconsin 2.  305 Interlocken Parkway A two-story office building located in Broomfield, Colorado

⁽¹⁾This property was sold on March 22, 2013.

Wells Real Estate Fund IX, L.P. is affiliated with the Partnership through common general partners. Each of the properties described above was acquired on an all-cash basis. For further information regarding the Joint Venture and foregoing properties, refer to the Partnership's Annual Report on Form 10-K for the year ended December 31, 2012.

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Investment in Joint Venture (Components of Income from Discontinued Operations Recognized by Joint Ventures) (Details) (Fund VIII-IX Associates, USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Fund VIII-IX Associates
Schedule of Equity Method Investments [Line Items]
Operating Income			$ 87,612	$ 224,271
Gain on Sale			2,026,403	0
Total	$ (631)	$ 63,866	$ 2,114,015	$ 224,271

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Investment in Joint Venture (Tables)

9 Months Ended

Sep. 30, 2013

Equity Method Investments and Joint Ventures [Abstract]

Schedule of Financial Information for Joint Venture

Condensed financial information for the joint venture in which the Partnership held a direct interest for the three months and nine months ended September 30, 2013 and 2012, respectively, is presented below: 

	Total Revenues				Loss From Continuing Operations						Income (Loss) From Discontinued Operations					Net Income (Loss)
	Three Months Ended				Three Months Ended						Three Months Ended					Three Months Ended
	September 30,				September 30,						September 30,					September 30,
	2013		2012		2013			2012			2013			2012		2013			2012
Fund VIII-IX Associates	$	—	$	53,614	$	(128,920	)	$	(56,633	)	$	(631	)	$	63,866	$	(129,551	)	$	7,233

	Total Revenues				Income (Loss) From Continuing Operations					Income From Discontinued Operations				Net Income
	Nine Months Ended				Nine Months Ended					Nine Months Ended				Nine Months Ended
	September 30,				September 30,					September 30,				September 30,
	2013		2012		2013			2012		2013		2012		2013		2012
Fund VIII-IX Associates	$	—	$	446,979	$	(405,436	)	$	127,287	$	2,114,015	$	224,271	$	1,708,579	$	351,558

Components of Income from Discontinued Operations Recognized by the Joint Ventures

The components of income from discontinued operations recognized by the Joint Venture are provided below:

	Nine Months Ended						Nine Months Ended
	September 30, 2013						September 30, 2012
	Operating Income		Gain on Sale		Total		Operating Income		Gain on Sale		Total
Fund VIII-IX Associates	$	87,612	$	2,026,403	$	2,114,015	$	224,271	$	—	$	224,271

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Related-Party Transactions (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Wells Management
Related Party Transaction [Line Items]
Monthly management fee (percent)			3.00%
Monthly leasing fee (percent)			3.00%
Minimum commercial lease term (in years)			10 years
Monthly management and leasing fee for long-term commercial property leases (percent)			1.00%
Number of times initial leasing fee incurred			1
Initial leasing fee (percent)			3.00%
Initial leasing fee payable for new leases (years)			5 years
Prior notice requirement for termination of agreements (in days)			60 days
Management Fees, Leasing Fees, and Acquisition Costs | Wells Management
Related Party Transaction [Line Items]
Partnership's share of costs incurred through joint venture	$ 0	$ 13,433	$ 6,052	$ 44,833
Administrative Expenses | Wells Capital and Wells Management
Related Party Transaction [Line Items]
Partnership's share of costs incurred through joint venture	$ 14,333	$ 28,041	$ 48,117	$ 74,581

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 31, 2013
Entity Information [Line Items]
Entity Registrant Name	WELLS REAL ESTATE FUND VIII LP
Entity Central Index Key	0000929920
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		0

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Subsequent Event (Details) (Subsequent Event, USD $)	0 Months Ended
	Nov. 02, 2013
Subsequent Event
Subsequent Event [Line Items]
Distribution made to the limited partners	$ 2,750,000