WAREHOUSE & FACILITIES LEASE AGREEMENT

This Commercial Lease Agreement ("Lease") is made and effective Date, by and between Lessor name ("Landlord"), represented by Lessor Representative and Catholic Relief Services Country Program ("CRS"), represented by its , Name.

Landlord is the owner of land and improvements commonly known and numbered as Warehouse Legal Address and Contact Numbers, and makes available for lease the buildings and facilities designated as Building or Facilities (the "Premises").

Landlord desires to lease the Premises to CRS, and CRS desires to lease the Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth.

THEREFORE, in consideration of the mutual promises herein, contained and other good and valuable consideration, it is agreed:

articles of agreement

1.	Term

A.	Landlord hereby leases the Premises to CRS, and CRS hereby leases the same from Landlord, for an "Initial Term" beginning Start Date and ending End Date. Landlord shall use its best efforts to give CRS possession as nearly as possible at the beginning of the Lease term. If Landlord is unable to timely provide the Premises, rent shall abate for the period of delay. CRS shall make no other claim against Landlord for any such delay.

B.	CRS may renew this Lease for one extended term of Renewal Term. CRS shall exercise such renewal option, if at all, by giving written notice to Landlord not less than sixty (60) days prior to the expiration of the Initial Term. The renewal term shall be at the rental set forth below and otherwise upon the same covenants, conditions and provisions as provided in this Lease.

2.	Rental

A.	CRS shall pay to Landlord during the Initial Term rental of Monthly Rent per month, payable in quarterly installments of Quarterly Rent. Each installment payment shall be due in advance on the fifth (5th) day of each quarter during the Lease term to Landlord at Tenant Address or at such other place designated by jointly by Landlord and CRS. The rental payment amount for any partial calendar months included in the Lease term shall be prorated on a daily basis.

B.	The rental for any renewal Lease term, if created as permitted under this Lease, shall be Monthly Rent Renewal per month payable in quarterly installments of Quarterly Rent Renewal.

3.	Use

Permitted uses

Notwithstanding the forgoing, CRS shall not use the Premises for the purposes of storing, manufacturing or selling any explosives, flammables or other inherently dangerous substance, chemical, thing or device.

4.	Sub-lease and Assignment: CRS shall have the right without Landlord's consent, to assign this Lease to an organization with which CRS may have an Memorandum of Understanding, partnership agreement or other sharing arrangement. Except as set forth above, CRS shall not sub-lease all or any part of the Premises, or assign this Lease in whole or in part without Landlord's consent, such consent not to be unreasonably withheld or delayed.

5.	Repairs: During the Lease term, CRS shall make, at CRS's expense, all necessary repairs to the Premises to include such items as routine repairs of roofs, floors, walls, ceilings, and other parts of the Premises damaged or worn through normal occupancy. Landlord shall make, at Landlord’s expense, repairs to mechanical systems, the roof, and exterior areas of the Premises, subject to the obligations of the parties otherwise set forth in this Lease.

6.	Alterations and Improvements: CRS, at CRS's expense, shall have the right following Landlord's consent to remodel, redecorate, and make additions, improvements and replacements of and to all or any part of the Premises from time to time as CRS may deem desirable, provided the same are made in a workmanlike manner and utilizing good quality materials. CRS shall have the right to place and install personal property, trade fixtures, equipment and other temporary installations in and upon the Premises, and fasten the same to the premises. All personal property, equipment, machinery, trade fixtures and temporary installations, whether acquired by CRS at the commencement of the Lease term or placed or installed on the Premises by CRS thereafter, shall remain CRS's property free and clear of any claim by Landlord. CRS shall have the right to remove the same at any time during the term of this Lease provided that all damage to the Premises caused by such removal shall be repaired by CRS at CRS's expense.

7.	Property Taxes: Landlord shall pay, prior to delinquency, all general real estate taxes and installments of special assessments coming due during the Lease term on the Premises, and all personal property taxes with respect to Landlord's personal property, if any, on the Premises. CRS shall be responsible for paying all personal property taxes with respect to CRS's personal property at the Premises.

8.	Insurance

A.	If the Premises or any other party of the Building is damaged by fire or other casualty resulting from any act or negligence of CRS or any of CRS's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and CRS shall be responsible for the costs of repair not covered by insurance.

B.	Landlord shall maintain fire and extended coverage insurance on the Building and the Premises in such amounts as Landlord shall deem appropriate. CRS shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Premises.

C.	CRS and Landlord shall, each at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the respective activities of each in the Building with the premiums thereon fully paid on or before due date. Landlord shall not be required to maintain insurance against thefts within the Premises or the Building.

9.	Utilities: CRS shall pay all charges for water, sewer, gas, electricity, telephone and other services and utilities used by CRS on the Premises during the term of this Lease unless otherwise expressly agreed in writing by Landlord. In the event that any utility or service provided to the Premises is not separately metered, Landlord shall pay the amount due and separately invoice CRS for CRS's pro rata share of the charges. CRS shall pay such amounts within fifteen (15) days of invoice. CRS acknowledges that the Premises are designed to provide standard office use electrical facilities and standard office lighting. CRS shall not use any equipment or devices that utilize excessive electrical energy or which may, in Landlord's reasonable opinion, overload the wiring or interfere with electrical services to other tenants.

10.	Signs: Following Landlord's consent, CRS shall have the right to place on the Premises, at locations selected by CRS, any signs which are permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is in Landlord's opinion too large, deceptive, unattractive or otherwise inconsistent with or inappropriate to the Premises or use of any other tenant. Landlord shall assist and cooperate with CRS in obtaining any necessary permission from governmental authorities or adjoining owners and occupants for CRS to place or construct the foregoing signs. CRS shall repair all damage to the Premises resulting from the removal of signs installed by CRS.

11.	Entry: Landlord shall, upon providing written notification at least 72 hours in advance, have the right to enter upon the Premises at reasonable hours to inspect the same, provided Landlord shall not thereby unreasonably interfere with CRS's business on the Premises.

12.	Parking: During the term of this Lease, CRS shall have the non-exclusive use in common with Landlord, other tenants of the facility, their guests and invitees, of the non-reserved common automobile parking areas, driveways, and footways, subject to rules and regulations for the use thereof as prescribed from time to time by Landlord. Landlord reserves the right to designate parking areas within the Facilities or in reasonable proximity thereto, for CRS and CRS's agents and employees. CRS shall provide Landlord with a list of all license numbers for the cars owned by CRS, its agents and employees.

13.	Building Rules: CRS will comply with the rules of the Premises adopted and altered by Landlord from time to time and will cause all of its agents, employees, invitees and visitors to do so; all changes to such rules will be sent by Landlord to CRS in writing. The initial rules for the Premises are attached hereto as Exhibit "A" and incorporated herein for all purposes.

14.	Damage and Destruction: Subject to Section 8.A. above, if the Premises or any part thereof or any appurtenance thereto is so damaged by fire, casualty or structural defects that the same cannot be used for CRS's purposes, then CRS shall have the right within thirty (30) days following damage to elect by notice to Landlord to terminate this Lease as of the date of such damage. In the event of minor damage to any part of the Premises, and if such damage does not render the Premises unusable for CRS's purposes, Landlord shall promptly repair such damage at the cost of the Landlord. In making the repairs called for in this paragraph, Landlord shall not be liable for any delays resulting from strikes, governmental restrictions, inability to obtain necessary materials or labor or other matters which are beyond the reasonable control of Landlord. CRS shall be relieved from paying rent and other charges during any portion of the Lease term that the Premises are inoperable or unfit for occupancy, or use, in whole or in part, for CRS's purposes. Rentals and other charges paid in advance for any such periods shall be credited on the next ensuing payments, if any, but if no further payments are to be made, any such advance payments shall be refunded to CRS. The provisions of this paragraph extend not only to the matters aforesaid, but also to any occurrence which is beyond CRS's reasonable control and which renders the Premises, or any appurtenance thereto, inoperable or unfit for occupancy or use, in whole or in part, for CRS's purposes.

15.	Default: If default shall at any time be made by CRS in the payment of rent when due to Landlord as herein provided, and if said default shall continue for fifteen (15) days after written notice thereof shall have been given to CRS by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by CRS, and such default shall continue for thirty (30) days after notice thereof in writing to CRS by Landlord without correction thereof then having been commenced and thereafter diligently prosecuted, Landlord may declare the term of this Lease ended and terminated by giving CRS written notice of such intention, and if possession of the Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any CRS default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages.

16.	Quiet Possession: Landlord covenants and warrants that upon performance by CRS of its obligations hereunder, Landlord will keep and maintain CRS in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Premises during the term of this Lease.

17.	Condemnation:	If any legally constituted authority condemns the Premises or such part thereof which shall make the Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession, and Landlord and CRS shall account for rental as of that date. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.

18. Security Deposit: The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by CRS of CRS's covenants and obligations under this Lease, it being expressly understood that the Security Deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by CRS. Unless otherwise provided by mandatory non-waivable law or regulation, Landlord may commingle the Security Deposit with Landlord's other funds. Landlord may, from time to time, without prejudice to any other remedy, use the Security Deposit to the extent necessary to make good any arrearages of rent or to satisfy any other covenant or obligation of CRS hereunder. Following any such application of the Security Deposit, CRS shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. If CRS is not in default at the termination of this Lease, the balance of the Security Deposit remaining after any such application shall be returned by Landlord to CRS. If Landlord transfers its interest in the Premises during the term of this Lease, Landlord may assign the Security Deposit to the transferee and thereafter shall have no further liability for the return of such Security Deposit.

19.	Notice: Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by certified mail, return receipt requested, addressed as follows:

If to Landlord to:

Landlord address and contact numbers

If to CRS to:

CRS address and contact numbers

Landlord and CRS shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

20.	Brokers: CRS represents that CRS was not shown the Premises by any real estate broker or agent and that CRS has not otherwise engaged in any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease.

21.	Waiver: No waiver of any default of Landlord or CRS hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or CRS shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

22.	Memorandum of Lease: The parties hereto contemplate that this Lease should not and shall not be filed for record, but in lieu thereof, at the request of either party, Landlord and CRS shall execute a Memorandum of Lease to be recorded for the purpose of giving record notice of the appropriate provisions of this Lease.

23.	Headings: The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease.

24.	Successors: The provisions of this Lease shall extend to and be binding upon Landlord and CRS and their respective legal representatives, successors and assigns.

25.	Consent: Landlord shall not unreasonably withhold or delay its consent with respect to any matter for which Landlord's consent is required or desirable under this Lease.

26.	Performance: If there is a default with respect to any of Landlord's covenants, warranties or representations under this Lease, and if the default continues more than fifteen (15) days after notice in writing from CRS to Landlord specifying the default, CRS may, at its option and without affecting any other remedy hereunder, cure such default and deduct the cost thereof from the next accruing installment or installments of rent payable hereunder until CRS shall have been fully reimbursed for such expenditures, together with interest thereon at a rate equal to the lesser of twelve percent (12%) per annum or the then highest lawful rate. If this Lease terminates prior to CRS's receiving full reimbursement, Landlord shall pay the unreimbursed balance plus accrued interest to CRS on demand.

27.	Compliance with Law: CRS shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to CRS's use of the Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Premises.

28.	RISKS / force majeure:

A.	Landlord shall indemnify and hold CRS harmless for any injury affecting third parties, that is, persons invited to the Premises by the Landlord (which, where the context so admits, includes its authorized officers and assigns), for the duration of this Agreement.

B.	Except for failure to pay any sum that has become due, neither party shall bear responsibility for the complete or partial non-fulfillment of any of its obligations in the case of Force Majeure, as may be defined by the Government of Country. It is also agreed that the following will be contractually considered to be cases of Force Majeure: acts of God, strikes, acts of war, riots, civil unrest, natural disasters or acts of government, or other circumstances beyond the parties’ control. Any such act impacting upon the terms of this Lease shall be communicated by the affected party with knowledge of such act to the other Party in writing as soon as practicable.

C.	Should circumstances causing Force Majeure be of a temporary nature and not cause any hindrance to either Party to fulfill the provisions of this Lease, then the affected party shall complete the performance of its obligations under this Lease.

D.	In the case of Force Majeure, the Landlord shall not obligate CRS to pay any penalty or penalties to the Landlord or any third party for losses incurred (material or financial) at, or damage done to the Residence during the period of the Force Majeure.

E.	Should the Government of Country expel Tenant from the country, for whatever reason, this Lease shall immediately become void, and the Landlord shall not obligate Tenant to pay any penalty or penalties to the Landlord or any third party for losses incurred (material or financial).

29.	EARLY TERMINATION:

A.	This Lease may be terminated with prior written notice to be given by one party to the other.

B.	In the event of early termination of this Lease as stipulated in section 29.A. above, and once the Residence has been inspected jointly by Landlord and Tenant, the Landlord shall refund the Tenant any unutilized portion of rent paid in advance along with the balance of any Security Deposit.

30.	DISPUTE RESOLUTION: Conflicts related to the execution or interpretation of this Lease shall be settled amicably. Should the parties be unable to reach an amicable agreement, contentions will be brought before local legal authorities.

31.	Final Agreement: This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.

In witness thereof, the Parties have executed the contract with full power of legal representation for and on behalf of Enter name of Landlord and Catholic Relief Services Country Program the day and year written below.

Completed in two original copies.

Place and date of signature: Place signed, Date,

For CRS Country Program	For Landlord

Representative Name	Legal representative

Title

Witness Name	Witness Name

Witness Signature	Witness Signature