2015-269G

Application by L' Arche Harbor House (Formally

Harbor House) for Financing to Build Smaller

Permanent Supportive Housing Properties for

Persons with Developmental Disabilities.

Project: Owl Ridge Lane Home

RFA 2015 - 105 (Copy)

L'ARCHE® JACKSONVILLE ~\;,1ne1ed a<:> Harbor House :n i 985

Attachment 1

Page 1of4

Exhibit B to RFA 2015-105 - Applicant Certification and Acknowledgement

1. The Applicant acknowledges and certifies that within 90 Calendar Days of the date of the Corporation letter of preliminary award, the Applicant must submit:

(a) All site control documentation as stated in Part I. Item A of Exhibit D*; and

(b) All Ability to Proceed documentation as stated in Part I. Item B of Exhibit D. THIS PROCESS OFTEN TAKES LONGER THAN ANTICIPATED. APPLICANTS ARE STRONGLY ADVISED TO BEGIN THIS PROCESS AS EARLY AS POSSIBLE.

An invitation to credit underwriting will not be issued until these requirements are met.

*As stated in Part I. Item A of Exhibit D, failure to demonstrate site control by the stated deadline shall result in the withdrawal of the Corporation letter of preliminary award.

2. The Applicant acknowledges and certifies that the following information will be

provided by the due date outlined below, or as otherwise outlined in the invitation to enter credit underwriting. Failure to provide the required information by the stated deadline shall result in the withdrawal of the invitation to enter credit underwriting.

a. Within seven (7) Calendar Days of the date of the invitation to enter credit underwriting, the Applicant must respond to the invitation. The Corporation will then submit the credit underwriting fee and deduct the expense from the

Maximum Eligible Funding Award Amount as outlined in Section Four, J. above.

b. Within 14 Calendar Days of the date of the invitation to enter credit underwriting, Applicants shall submit IRS Tax Information Authorization Form 8821 for all Financial Beneficiaries to the Corporation.

c. By April 29, 2016 the Applicant must provide a Transaction Screen Process (TSP) report in accordance with ASTM Practice E 1528 standards for the entire

Development site as further explained in Part I, Item C.3 of Exhibit D.

d. The credit underwriting report must be approved by the Board by the first Board meeting on or after August 31, 2016, unless a written extension of time has been approved by the Corporation as explained in Part I. Item C.4. of Exhibit

D. In the event that the extension is granted, extension fees will be assessed as outlined in the fee section of Section Four, J.

e. All grant funding must close by November 30, 2016. Applicants may request one (1) extension of up to 3 months as explained in Part I. Item C.5. of Exhibit D. In the event that the extension is granted, extension fees will be assessed as outlined in the fee section of Section Four, J.

Smaller Developments for Persons with Developmental Disabilities - RFA 2015-105 Page 35

Page 2 of 4

Exhibit B to RFA 2015-105 - Applicant Certification and Acknowledgement

f. All grant funding must be expended by November 30, 2017. Applicants may request one (1) extension of up to 3 months, as explained in Part I. Item C.6. of

Exhibit D. In the event that the extension is granted, extension fees will be

assessed as outlined in the fee section of Section Four, J.

g. Other items that must be submitted during the credit underwriting process are set forth in Part I, Item D of Exhibit D.

3. By submitting this RFA, the Applicant acknowledges and certifies that all requirements

of the RFA and commitments made by the Applicant will be provided for the proposed

Development and its Residents. Failure to do so shall result in the withdrawal of the

invitation to enter credit underwriting:

a. All requirements set forth in the RFA and all commitments made by the Applicant will be met;

b. The information set forth in Exhibit D will be provided within the timeframes prescribed by the Corporation and/or the Credit Underwriter;

c. The Applicant acknowledges that any funding preliminarily secured by the

Applicant is conditioned upon any independent review, analysis, and verification

that may be conducted by the Corporation of all information contained in the Application and/or subsequently provided, the successful completion of credit

underwriting, and all necessary approvals by the Board of Directors, Corporation

or other legal counsel, the Credit Underwriter, and Corporation Staff;

d. If preliminary funding is approved, the Applicant will promptly furnish such other supporting information, documents, and fees requested or required by

the Corporation or Credit Underwriter;

e. All awardees must provide a properly completed and executed Accessibility

form at the end of construction certifying that the completed Development

includes the applicable accessibility, adaptability, Visitability and universal design features required by the Corporation and proposed by the Applicant;

f. As a condition of the acceptance of funding, all awardees may be required to

cooperate with the Corporation or any contractors affiliated with the

Corporation in the evaluation of the effectiveness of Permanent Supportive Housing provided through this RFA. The Corporation is interested in collecting evidence to demonstrate the extent to which these Developments meet expected outcomes;

g. All awardees may be subject to compliance monitoring visits during the

affordability period;

Smaller Developments for Persons with Developmental Disabilities - RFA 2015-105 Page 36

Page 3 of 4

Exhibit B to RFA 2015-105 - Applicant Certification and Acknowledgement

h. The Applicant developing Community Residential Homes shall commit to license

the Community Residential Home for 6 or fewer Residents for the entire affordability period. The Applicant shall submit a hard copy of the facility's license to the Corporation within 30 calendar days from the date the license is

issued by the licensing agency. The Applicant shall also submit all subsequent renewal Community Residential Homes facility licenses to the Corporation with each annual Continuing Program Compliance self-certification submitted. A current license shall be available on-site for compliance monitoring visits during the affordability period;

i. The Applicant has read all applicable Corporation rules and provisions governing this RFA and has read the instructions for completing this RFA and will abide by the applicable Florida Statutes and the credit underwriting and program provisions outlined in the RFA;

j. When eliciting information from third parties required by this RFA and/or included in this Application, the Applicant has provided such parties'

information that accurately describes the Development. The Applicant has reviewed the third party information included in this Application and, to the best of the Applicant's knowledge, the information provided by any such party is based upon, and is accurate with respect to, the Development as proposed in this Application;

k. The Applicant's commitments will be included in the Restrictive Covenant and Grant Agreement and must be maintained in order for the Development to remain in compliance, unless the Board approves a change; and

I. No more than two (2) Applications from the same Applicant entity can be submitted by the same Applicant entity. The Applicant understands that if more

than two (2) Applications are submitted from the same Applicant entity, all Applications submitted from the Applicant entity will be considered withdrawn, even if the Application(s) had been selected for funding and has entered into credit underwriting.

Smaller Developments for Persons with Developmental Disabilities - RFA 2015-105 Page 37

Page 4 of 4

Exhibit B to RFA 2015-105 - Applicant Certification and Acknowledgement

m. The undersigned is authorized to bind all Financial Beneficiaries to this

certification and warranty of truthfulness and completeness of the Application.

Under the penalties of perjury, I declare and certify that I have read the foregoing and that the information is true, correct and complete.

E )(,cc v.... r"""-"D' r-t.c,Thr" Title (Typed or Printed)

Name (Typed or Printed)

NOTE: The Original Hard Copy of the Application must contain the original signature of the Applicant (blue ink is preferred). Other copies must be photocopies of the Original Hard Copy.

Smaller Developments for Persons with Developmental Disabilities - RFA 2015-105 Page 38

Attachment 2

Internal Revenue Service

Date: December 2, 2004

L'Arche Harbor House, Inc. % Dorothy B. Klein 700 Arlington Rd. Jacksonville, FL 32211-7306

Dear Sir or Madam:

Department of the Treasury P. 0. Box 2508 Cincinnati, OH 45201

Person to Contact: Stephanie Swartzbaugh 31-07594 Customer SeNice Specialist .

Toll Free Telephone Number: 8:00 a.m. to 6:30 p.m. EST 877-829-5500

Fax Number: 513-263-3756

Federal Identification Number: 59-3117677

This is in response to your request of December 2, 2004, regarding your organization's tax-exempt status. ·

In December 1992 we issued a determination letter that recognized your organization as exempt from federal income tax. Our records indicate that your organization is currently exempt under section 501 (c)(3) of the Internal Revenue Code.

Our records indicate that your organization is also classified as a public charity under sections 509(a)(1) and 170(b)(1)(A}(vi) of the Internal Revenue Code.

Our records indicate that contributions to your organization are deductible under section 170 of the Code, and that you are qualified to receive tax deductible bequests, devises, transfers or gifts.under section 2055, 2106 or 2522 of the Internal Revenue Code.

If you have any questions, please call us at the telephone number shown in the heading of this letter.

Sincerely,

~'KJ&tw Janna K. Skufca, Director, TE/GE Customer Account SeNices

Attachment 3

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SECOND ARTICLES OP AMENDMENT TO it, l({/ i. 11// ARTICLES OF INCORPORATION OF HARBOR HOUSE OF ACKSONvrLLJ?'.??

INCORPORATED, A FLORIDA CORPORATION NOT FOR Pltorti'; Sr,~ .. CHANGING THE NAME OF THE CORPORATION TO L, ARCHE HARDOil:' HOVSE'

INCORPORATED, AND AMENDING OTHER PROVISIONS '•.'i/1!

On July S, 1991, effective July 1, 1991, the Florida Department of State accepted for filing the Articles of Incorporation for Harbor House of Jacksonville, Incorporated,, and assigned Document No. N44193. On November 30, 1992, the Florida Department of State accepted for filing the First Articles of Amendment, which were duly adopted by the corporation in order to conform to the Internal Revenue Code requirements for a Section 50l{c){3) corporation. On July 25, 1994, the Board of Directors, being also the members of the corporation, duly adopted a Second Amendment to the Articles of Incorporation for this corporation for the purposes of changing the name of the corporation and amending some other provisions of the Articles. It is for those purposes that this Second Articles of Amendment are being adopted and filed with the Florida Department of State.

The Articles of Incorporation as originally filed contain Articles numbered I through XI, inclusive. The numbering system in the First Articles of Amendment continues with Articles XII and XIII. The numbering system in these Second Articles of Amendment begins with Article XIV.

ARTICLE XIV

PROCEDURE FOR ADOPTING THESE SECOND ARTICLES OF AMENDMENT

These Second Articles of Amendment were adopted pursuant to Florida Statutea, Section 617.1002. Pursuant to Article X of the Articles of Incorporation, there was established a quorum of 75% of all of the members of the Board of Directors, being also the members of the corporation, then serving, and there was obtained an approval of these amendments by 75% of that quorum.

ARTICLE XV

CHANGE OF NAME

The name of the corporation is changed from Harbor House of Jacksonville, Incorporated, a Florida corporation not for profit, to L'Arche Harbor House, Incorporated, a Florida corporation not for profit.

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ARTICLE XVI

CLJ\RIFICATION OF HEHDERSIIIP AND BOARD

"Member" is defined as provided in Florida Statutes, Section 617.01401, and means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or by-laws or the provisions of Florida Statutes, Chapter 617. Generally, this' means that a member is similar to a shareholder in a business corporation and owns this corporation and has the right to elect the board of directors and to exercise other prerogatives provided by applicable law, the articles of incorporation, and the by-laws. The "b<?ard of directors" as defined by Florida Statu~es, Section 617.01401, means the group of persons vested with the management of the affairs of this corporation irrespective of the name by which such group is designated, including but not limited to, managers or trustees. For this corporation, members and the board of directors are composed of the same persons, and, therefore, the constituency of the members shall change from time to time as the consti~uency of the board of directors is changed from time to time in confoiinity with applicable law, the articles of incorporation, and the by-laws. This provision is being added for the purpose of clarifying the determination of membership and the constituency of the members, as a separate body, and the board of directors, as a separate body. Nothing in this provision ia intended to alter or limit the limitations upon liability of the members and the board of directors, as the case may be, as provided by applicable law.

ARTICLE XVII

EFFECT OF THIS SECOND AMENDMENT

This Second Amendment shall amend the Articles of Incorporation, as previously amended, only to the extent expressly provided in this instrument. All other provisions of the Articles of Incorporation, and the First Amendment, shall remain in full force and effect.

The undersigned is the President (Chairman) of the Board of Directors of the corporation. The undersigned hereby certifies to the Florida Department of State that: the Board of Directors of the corporation and the members are one and the same persons; and a majority of the Board of Directors (members) duly adopted these Articles of Amendment at a special meeting of , the Board of Directors (members), after due notice; and that a quorum of 75% of all of theimembers of the Board of Directors now serving met to consider these amendments, ·and 75% of that quorum adopted a resolution which is commemorated by this instrument. That vote was .,.

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the sufficient Incorporation, amendments.

A1Harbor2.a!lld

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number under applicable law, the Articles of and the by-laws uf ficient to approve these

William B. Ryan, Jr. 3000-B Hartley Road Jacksonville, Florida 32257

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.. · FIRST ARTICLES OF AMENDMENT TO THE

ARTICLE~ OF INCORPORATION OF HARBOR HOUSE OF JACKSONVILLE, INCORPORATED, A FLORIDA CORPORATION NOT FOR PROEf;r C:O

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The corporation has filed IRS Form 1023, Applii:;~tiott- f~ Recognition of Exemption under Section 50l(c)(3) of th~~f'pt~n~ Revenue Code. The Internal Revenue Service has ad~J,."$-~d tlf~' corporation that it cannot complete the processing~1 ·~;.f ~a~ application unless and until the Articles of Incorpora'l:J:Qn :::are amended to include certain provisions required by Section t.l)"-f.(c }j3) of the Internal Revenue Code and the regulations pr~\11lgarred pursuant to that statute. It is for that purpose that this First Articles of Amendment is being adopted and filed with the F1nrida Department of State.

The Articles of Incorporation as originally filed contain Articles numbered I through XI, inclusive. The numbering system in this First Articles of Amendment continues with Article XII.

ARTICLE XII

PROCEDURE FOR ADOPTING THESE FIRST ARTICLES OF AMENDMENT ...

These First Articles of Amendment were adopted pursuant to Florida Statutes, Section 617 .1002. The members of the corporation are also the Board of Directors. A majority of the Board of Directors and the members, after due notice, adopted these Firs~ Articles of Amendment on the 24th day of November, 1992.

ARTICLE XIII

INTERNAL REVENUE CODE, SECTION 50l(c)(3) AMENDMENTS

The Articles of Incorporation are amended to include the following provisions. These provisions supersede any language in the original Articles of Incorporation or the by-laws to the contrary. These provisions are being adopted in order to qualify the corporation for the exemption under Section 501(c)(3) of the Internal Revenue Code. The provisions are as follows:

A. The purposes for which the corporation is organized are exclusively religious, cha~itable, scientific, literary and educational within the meaning of Section 50l(c)(3) of the Internal

. Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue law.

B. Notwithstanding any other provisions of these articles, this organization shall not carry on any•activities not permitted tO"'be carried on by an organization exempt from federal income tax law under Section 50l(c)(3) of the Internal Revenue Code of 1996 or the corresponding provision of any future United States Internal Revenue law.

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C • .r Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of Section 50l(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of the county in which the principal of flee of the organization is then located, exclusively for such purposes.

The undersigned is the President (Chairman) of the Board of Directors of the corporation. The undersigned hereby certifies to the Florida_Department of State that: the Board of Directors of the .corporation and the members are one and the same persons; and a majority of the Board of· Directors (members) duly adopted these Articles of Amendment at a special meeting of the Board of Directors (members), after due notice. The majority vote was sufficient· under applicable law and e by-laws to approve these amendments.

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William B. Ryan, Jr. 3000-8 Hartley Road Jacksonville, Florid

Date: November 24, 1992

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I certify from the records of this office that L'ARCHE HARBOR HOUSE, INCORPORATED is a corporation organized under the laws of the State of

Florida, filed on July 1, 1991.

The document number of this corporation is N44193.

I further certify that said corporation has paid all fees and penalties due this office through December 31, 1998, that its most recent annual report was filed on

February 10, 1998, and its status is active.

I further certify that said corporation has not filed Articles o~ Dissolution.

CR2E022 (2·95)

Given under my lland and the Great Seal of the State of Florida

at Tallahassee, the Capitol, this the Twelfth day of February, 1998

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BYLAWS OF

L'ARCHE HARBOR HOUSE

PREAMBLE

L 'Arche Harbor Home is a member of L 'Arche International, a federation of communities that are inspired by the Beatitudes. At the heart of these communities are people with developmental disabilities and those who share their lives with them. L 'Arche Harbor House will be guided by the Constitution and Charter of the International Federation of L 'Arche and by the Mission of L 'Arche in North America.

ARTICLE ONE

NAME AND ROLE Section 1 Name The Name of the body of which these Bylaws apply shall be L'Arche

Harbor House, Inc.

Section 2 Mission It is the mission of L'Arche Harbor House to provide a home for life to adults with developmental disabilities, and since the deepest need of a human being is to love and be loved, to offer acceptance and mutual relationships of friendship, of communion, and of a spiritual life.

Section 3 Vision L'Arche Harbor House is a Christian community based on living the Gospels. L'Arche Harbor House believes in the intrinsic value of each person and seeks to give each member a valued place in society; believes that each person has a gift to offer; is a community which lives interdependently nurturing each persons value and vocation; and is united, the members with disabilities and those who share their lives, by a spirit of welcome, of life sharing and of simplicity.

ARTICLE TWO

BOARD OF DIRECTORS

Section 1 Number There should be not less than ten (10) and not more than eighteen (18) members of the Board of Directors of the Corporation.

Section 2 Terms Each member of the Board shall serve an initial term of one (1) year, of which the first six months will be as a non-voting member and then not more than two (2) consecutive two (2) year terms.

Section 3 Composition of Membership Members of the Board shall be persons of time, talent and treasure to assure the financial, spiritual and social viability of the L'Arche Harbor House community and corporation. Given that the individuals are open to discovering the gifts and value of persons who are mentally disabled, they should know L'Arche and want to support it and be open to its vision, philosophy and spiritually. The members of the Board should come from differing backgrounds and professions who may offer to the Board the differing skills and gifts it needs (e.g. business, medicine, finance. care-giving, religious, fundraising, etc.). Members should be those who respect the gifts of others. are compassionate and caring and who may work as a member of a team. While certain characteristics or associations in themselves are not detrimental to the Board, unless there are highly mitigating factors which are specifically considered by the Board, future members of the Board should not be: relatives of L'Arche Community Members; assistants or employees of the L'Arche Community; former assistants who

were assistants within the past five years; people who regularly are paid for goods or services by the L'Arche Community; and priests, pastors, or ministers who serve the spiritual needs of the Community. Board officers should not be selected from those who hold high-profile political offices.

Section 4 Confidentiality No Board member shall knowingly disclose confidential information gained by reason of information shared at a Board or committee meeting. This includes details about property, operations, personnel, policies, or affairs of the organization. Nor shall Board members use information to advance any personal interest, financial or otherwise. The Board shall maintain confidentiality of employee and Core member records and no Board member shall accept employment or engage in any business or professional activity that might be expected to induce him/her to disclose confidential information acquired by reason of serving on the Board. A breach of this policy by any Board member will be reviewed by the Executive Committee and may result in a request for resignation of said Board member.

Section 5 Resignation Any member of the Board may resign at any time by giving written notice to the President of the Board.

Section 6 Removal Any member of the Board may be removed with or without cause by a vote of the majority of the Board. A member who fails to attend three (3) consecutive Board meetings may be removed by a majority vote of the Board.

Section 7 Vacancies Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a maiority of the remaining Directors, even though there is less than a quorum of the Board. Any Director elected by the members of the Board to fill a vacancy shall hold office for the remaining term of the replaced Director.

Section 8 No Compensation No member of the Board of Directors shall receive any compensation of his/her services, but may be reimbursed for such reasonable expenses incurred in furtherance of the purposes of the corporation as the Board of Directors may from time to time approve.

Section 9 No Favoritism The members of the Board and/or their families shall not be favored in applying for or receiving the services of the corporation.

Section 10 Conflict of Interest All Board and Committee members shall avoid any conflict of interest between their own perspective individual business and personal interests and the interests of L'Arche Harbor House in any actions taken by them in their respective capacities as Board and/or Committee members. Any Board or Committee member having a direct interest, or an appearance of direct interest, that may result in personal benefit, in any transaction, shall make a prompt and full disclosure of his/her interest to the Board and the Committee involved prior to any action taken on the transaction. Such disclosure shall include any relevant information known to the person having a potential conflict of interest which may reasonably be construed to be adverse to the interests of L'Arche. Such member with a known or perceived conflict of interest shall not vote on any matter affecting their own interests. No Board member shall reap any personal financial benefit from any business enterprises that may concern the work of the Board of Directors. A Board member who suspects a possible conflict of interest on the part of any other Board member, regarding any matter that requires action by the Board, shall declare the same to the Chair of the proper Committee or the President of the Board prior to any vote on said mailer. The Chair or President shall (a) rule as to whether a conflict of interest exists; or (b) request a legal opinion from the corporation's attorney on the question of conflict of interest; or (c) place the question of conflict of interest before the Board membership for a vote. Said conflict shall be duly recorded in the minutes of the meeting.

ARTICLE THREE

MEETINGS OF THE BOARD OF DIRECTORS

Section 1 Annual Meeting The Annual Meeting of the Board of Directors shall be held in June (Change - eliminates prior January. March 27 2006. And this was a change of "The election and installation of officers shall take place at this meeting - effective June 27, 2005).

Section 2 Regular Meetings A regular meeting of the Board shall be held at least NINE (9) times per year times a year, with the day, time, and location to be determined by the Board at the beginning of the calendar year. No notice shall be required with respect to any regular meeting set at the beginning of the year. Change October 30, 2006 which increased board meetings back to NINE 9 rather than the SIX (6) meetings and eliminated: (Regular meetings will be held in January, March, May, June, August, and November. The August meeting will be subject to change in 2005 if business needs dictate). (change from previous required nine (9) meetings -effective June 28, 2004)

Section 3 Special Meetings Special meetings of the Board may be called by the President, Executive Director, or by any three (3) directors. Written or faxed notice of the Special Meeting should be no less than three (3) working days after the request is made, and the meeting shall be held no later than twenty (20) days nor earlier than two (2) days from the call. Exemptions to these requirements may be approved by the majority of the Board in a phone solicitation, or vote of the Board at a regular Board meeting. Notice of any special meeting shall be deemed to have been validly given to any director who attends such special meeting or who signs a waiver of notice of such special meeting, whether such waiver of notice be signed either before or after the meeting.

Section 4 Quorum A quorum of the Board or individual committee meetings shall be greater than 50% of the voting members of the Board or committee. A simple majority of those present shall be sufficient to approve actions or decisions on behalf of the committee in most cases. The exception to this rule is that a majority of a 75% quorum shall be necessary when taking action on Board or committee issues which concern the hiring of a new Executive Director, election of Board officers, amendments to the Bylaws, sale or purchase of assets or incurring of liabilities not within the approved budget, dissolution of the corporation, litigation or other substantive issues as determined by the Board or committee chairperson.

Section 5 Proxies A Board member may consent in writing to the action taken at a meeting of the Board if just cause is shown as to why they cannot attend said Board meeting The Executive Committee will determine just cause. Proxies shall not be permitted.

ARTICLE FOUR

EXECUTIVE OFFICERS

Section 1 Officers The officers of the corporation shall be a President, Vice-President, Secretary and Treasurer and such other officers as may be established by the Board. All officers shall be elected by a majority of the Board of Directors for a one (1) year term at the annual meeting of the Board and shall hold office until removal or resignation or their successors are elected and qualified. A vacancy in any office may be filled by majority vote at any meeting of the Board of Directors of the Corporation. The annual election of the officers will take place in April of each calendar year. The officers elected in April will serve for the period July 1 -June 30. A special election of officers will be held in November, 2003. These officers will serve for a 6-month period of January, 2004 - June, 2004. (change in By Laws effective June 23, 2003).

Section 2 Duties of Officers

2.1 President The President shall preside at all meetings of the Board of Directors at which he/she is present and shall see that all orders and resolutions of the Board are carried into effect. The President shall appoint all members and designate the chairpersons of all standing and non-standing committees with Board approval and shall be an "ex-officio" member of all standing committees of the Board. Along with the Secretary, or any other proper officer of the Board, the President shall sign deeds, mortgages, bonds, contracts or other instruments which the Board has authorized to be executed, except in cases where signing and execution thereof, shall be expressly delegated by the Board of Directors or by these Bylaws. or by statute to some other officer or agent of the Corporation. The President, in general, shall perform all duties incident to the office of the President and such other duties as may be prescribed by the Board of Directors from time to time.

2.2 Vice-president The Vice-president shall have such title and perform such duties as shall be assigned to him/her by the Board of Directors or the President. and, in the absence or disability of the President, the Vice-president shall perform the duties of the President. The Vice-president shall preside at all meetings in the absence of the President and shall familiarize himself/herself with the duties of the President.

2.3 Secretary The Secretary shall keep, or cause to be kept, the minutes and attendance of all meetings of the Board of Directors. The Secretary will become well versed on Robert's Rules of Order and will notify the President of quorum/majority vote requirements at Board meetings. After consulting with the President, the Secretary will inform Board members in writing when they have missed two (2) consecutive Board meetings. The Secretary shall keep, or cause to be kept, a current director)' of Board member to include names, addresses, phone numbers and fax numbers and provide such directory to all Board members. The Secretary shall have' custody of and shall maintain all corporate records except the financial records. The Secretary shall keep the Bylaws up to date. -The Secretary shall also perform such duties as assigned to him/her by the Board President.

2.4 Treasurer The Treasurer shall chair the Finance Committee and is the Board's representative in all areas of fiduciary responsibility of the corporation.

ARTICLE FIVE

COMMITTEES

Section 1 Standing Committees The following committees shall be standing committees which will meet on a regular basis. Their members shall be appointed by the Board annually. Unless specifically required herein, the members of such committees need not be Directors of the Board. Each committee shall have a designated chairperson. The role of a committee is advisory unless specific decision making powers are delegated to it by the Board of Directors. A committee's function is to bring the wisdom and judgment of a group of interested and informed persons to bear on a specific area of the Board's responsibility. Committee advice and assistance is generally in the form of recommendations to the Board, which makes the final decision. Staff members who are members of a standing committee are non-voting members.

1.1 Executive Committee The Executive Committee is comprised of the Executive Officers of the Corporation, the immediate Past President, and the

Executive Director as an "ex-officio" member. The Executive Committee shall meet within thirty (30) days prior to the next Board meeting. The Executive Committee shall plan monthly Board of Directors' meetings; set agendas for meetings; correspond on an as-needed basis with other members of the Board, the Director, and Committees and report back to the full Board; and may act on behalf of the full Board when decisions of the Board must be made between Board meetings provided that any action taken does not conflict with the policies or expressed position of the Board of Directors in matters of major importance or conflict with the Bylaws, the Articles of Incorporation or the Laws of the State of Florida.

1.2 Finance Committee The committee shall be chaired by the Treasurer. The committee in close consultation with the Executive Director shall be responsible for directing the preparation and maintenance of all accounting, bookkeeping and other financial affairs of the corporation. The committee shall monitor all financial operations of L'Arche Harbor House through monthly financial statements; recommend the annual budget to the Board for its approval; analyze income and expenses and prepare studies necessary to develop sound business practices; solicit a minimum of three (3) bids for the purchase of major goods or services; keep abreast of fundraising needs in close consultation with the Fundraising committee; review the annual outside audit of L'Arche Harbor House and present any corrective recommendations for Board approval; and monitor and recommend investments of funds to the Board. The Finance Committee should insure that no public or City of Jacksonville Service Council funds are used to support partisan organizations, politicians, or candidates for public office. (addition to By Laws effective December 3, 2002)

1.3 Spiritual and Formation Committee The committee shall consist of two (2) members of the Board and two (2) members of the community Spiritual Life committee, an assistant and a core member. The committee shall be responsible for organizing the opening prayer for Board meetings and ending formation reflections for Board meetings, to include L'Arche readings; plan Board retreats; plan and implement formation and orientation for new Board member, and coordinate with the community Spiritual Life committee, annual community retreats and days of reflection.

1.4 Nomination and Membership Committee The committee shall consist of at least three (3) Board members and the Executive Director as an "ex-officio" member. The Committee shall be responsible for the recruitment and recommendation of new Board members. The committee shall insure that candidates are qualified, have sufficient experience to serve in the prospective position, are willing to devote sufficient stewardship (time, talent and/or treasure) to insure successful participation in the life of L'Arche Harbor House and have excellent reputations. The committee shall propose Board membership to the Board after ascertaining the above. Normally, new Board members will begin terms on October 1. However, should the number of Board members approach the lower number of permitted members (10), recommendations to augment current Board membership should be presented to the Board in the interim. In addition, upon specific direction of the Board, the committee may propose membership at other times. Election will be based upon a simple majority of a Board meeting with a normal 50% quorum. Annually, the committee will provide a slate of candidates for Board officer positions. The slate should be presented at the Annual Meeting of the Board. Election shall be based upon a simple majority of a 75% quorum of voting Board members. In the event of a non-election of a presented slate or the lack of a quorum at the normal Annual Meeting, the committee shall reconvene and present a slate at a special meeting of the Board.

Annually, in consultation with the Secretary of the Board, the committee shall review the Bylaws. The committee shall report its findings and present any specific recommendations for changes in the Bylaws to the Board.

1. 5 Fundraising Committee The committee shall be chaired by a member of the Board. The committee will direct the fundraising efforts of the corporation, both in terms of planning and overseeing the implementation of those plans. The committee shall also be responsible for overseeing the implementation of special fundraising events, either directly or through the establishment of a sub­committee for such purpose.

1.6 Long Range Planning The L'Arche community shall annually meet to determine its long range plans. This meeting shall be organized by the Long Range Planning Committee, which should be composed of at least three (3) Board members and other representatives of the Community. The Committee shall select the date, location, outside facilitator, and agenda. The results of the Long Range Planning session shall be documented by the Committee and brought to the Board for its consideration no later than forty-five (45) days after the planning session. The Committee should suggest to the Board the best manner to properly handle any needs (short, medium, and long term) which the Community expresses to be of concern for its spiritual, physical, operational, and financial viability. The Long Range Planning Committee shall periodically report back to the Board the status of all identified concerns until resolution by the appropriate staff person, committee, etc. or Board resolution. The Long Range Planning Committee itself shall NOT act upon any need, but rather assist the Board in managing the process to address the needs.

Section 2 Sub-Committees From time to time, any of the standing committees may create sub-committees in order to take specific action, or to undertake certain specific tasks on behalf of the standing committee. The sub-committee membership shall not be limited to members of the standing committee from which it was created.

Section 3 Ad Hoc Committees From time to time, there may arise a need to create special Ad-Hoc committees, with the mission of satisfying a short-term goal. These committees shall be created and dissolved by the Executive Committee or the full Board of Directors.

ARTICLE SIX

NOTICE

Whenever notice is required to be given to a member of the Board of Directors, such notice, shall be deemed sufficient when given in person or when mailed to the last known address as it appears on the corporation records at that time.

ARTICLE SEVEN

INDEMNIFICATION

It is the intent of the Corporation to hold harmless and indemnify members of the Board of Directors, Officers and Committee members from personal liability, both civil and financial, for actions taken in the normal course of carrying out their responsibilities to L'Arche Harbor House and intended for the best interests of L'Arche or its Core Members.

Should any question arise as to whether the action(s) of an Officer, Director, or Committee member were 1n the best interests of L'Arche or its Core Members, or whether such

action(s) were taken in the normal course of carrying out their responsibilities, a determination shall be made after an open hearing before the Board, by a majority vote of a quorum consisting of Directors not a party to the action(s) in question.

Reasonable expenses incurred by an Officer, Director or Committee member who is party to a proceeding may be paid or reimbursed by the Corporation in advance of the final disposition of such proceeding upon receipt by the Corporation of a written affirmation by the Officer, Director or Committee member of his/her good faith belief that he/she has met the standard of conduct necessary for indemnification, and a written undertaking on the behalf of the individual to repay such amount if it shall ultimately be determined that he/she has not met such a standard of conduct.

In the event that an Officer, Director or Committee member who would other wise be entitled to indemnification or defense hereunder is entitles, through insurance or otherwise, to alternative source(s) of indemnification or defense, such individual will be entitled, under this provision, only to indemnification or defense to the extent not provided by such alternative source(s).

ARTICLE EIGHT

FISCAL YEAR

The corporation's fiscal year shall begin on July 1 of each year, and end on June 30, unless otherwise amended by the Board.

ARTICLE NINE

RULES OF ORDER

Robert's Rules of Order shall apply as to the conduct of full Board and committee meetings, unless otherwise provided for in these Bylaws.

ARTICLE TEN

AMENDMENTS

These Bylaws may be amended by a majority vote of a 75% quorum of the members of the Board of Directors at any regular meeting of the Board provided that notice of intent of making such amendment is served upon all members at least ten (10) days prior to the regular meeting, or by unanimous consent of all members of the Board.

By-laws accepted and approved the 5th day of October, 2015.

Attachment 4

2015 FLORIDA NOT FOR PROFIT CORPORATION AMENDED ANNUAL REPORT

FILED Aug 03, 2015

Secretary of State CC0383375489

DOCUMENT# N44193

Entity Name: L'ARCHE HARBOR HOUSE, INCORPORATED

:urrent Principal Place of Business: 700 ARLINGTON ROAD NORTH JACKSONVILLE, FL 32211

Current Mailing Address:

700 ARLINGTON ROAD NORTH JACKSONVILLE, FL 32211 US

FEI Number: 59-3117677

Name and Address of Current Registered Agent:

SAXON, MELANIE 6027 MIZZELL DRIVE JACKSONVILLE, FL 32205 US

Certificate of Status Desired: No

The above named entity submits this statement for the purpose of changing its registered office or registered agent, or both, m the State of Flonda.

SIGNATURE: MELANIE SAXON 08/03/2015 Electronic Signature of Registered Agent Date

Officer/Director Detail : Title PRESIDENT Title s Name THILGES, KATE Name CASHEN, MARK

Address 1503 GAY AVENUE Address 5660 FORT SUMTER RD

C1ty-State-Z1p: JACKSONVILLE FL 32207 City-State-Zip: JACKSONVILLE FL 32210

-1tle T Title E.D.

Name SEBESTA, JAMES Name SAXON, MELANIE

Address 3215 BISHOP ESTATES RD Address 6027 MIZZELL DRIVE

City-State-Zip: JACKSONVILLE FL 32259 C1ty-State-Z1p. JACKSONVILLE FL 32205

I hereby certify that the information indicated on this report or supplemental report 1s true and accurate and that my etectromc signature shall have the same legal effect as If made under oath, that I am an officer or director of the corporat1on or the receiver or trustee empowered to execute this report as reqwred by Chapter 617, Ffor1da Statutes, and that my name appears

above, or on an attachment with all other like empowered.

SIGNATURE: MELANIE SAXON EXECUTIVE DIRECTOR 08/03/2015

Electronic Signature of Signing Officer/Director Detail Date

10/7/2015

L'Arche Harbor House, Inc., Jacksonville, FL

Also Soliciting as

Harbor House

Gift Giver's Guide

Registration Number :CH3697 Expiration Date: 12/14/2015

Revenue Source: 08 - IRS 990 w/ Sch.A (06/30/2013)

Total Revenue: $1,208,924.00

Total Expenses: $1,258,096.00

Surplus/Deficit: -S49,172.00

Program Services Expenses : $1, 111,360.00 88%

Administrative Expenses: $94,158.00 7%

Fundraising Expenses: $52,578.00 4%

https.f/csapp 800helpfla.com/cspub/1capp/giftgiversquery/giftg1versquery.aspx 1/1

1-800-HELP-FLA (435- 7352) www.800helpfla.com www. freshfromflorid a. com

DIVISION OF CONSUMl:.R Sl:.RVJCl:.'.:1 2005 APALACHEE PKWY

TALLAHASSEE FL 32399-6500

FLORIDA DEPARTMENT OF AGRICULTURE & CONSUMER SERVICES COMMISSIONER ADAM H. PUTNAM

November 12, 2014 Refer To: CH3697

L'ARCHE HARBOR HOUSE, INC. 700 ARLINGTON RD N .JACKSONVILLE, FL 32211-7334

RE: L'ARCHE HARBOR HOUSE, INC. REGISTRATION#: CH3697 EXPIRATION DATE: December 14, 2015

Dear Sir or Madam:

The above-named organization/sponsor has complied with the registration requirements of Chapter 496, Florida Statutes, the Solicitation of Contributions Act. A COPY OF THIS LETTER SHOULD BE RETAINED FOR YOUR RECORDS. ,.

Based on the financial information provided, it appears the registration fee was overpaid. In order for the refund to be processed, the highlighted areas on the enclosed form must be completed and the form returned to the address on this letter. Please allow 4 to 6 weeks for processing.

Every charitable organization or sponsor which is required to register under s. 496.405 must conspicuously display the registration number issued by the Department and in capital letters the following statement on every printed solicitation, written confirmation, receipt, or reminder of a contribution:

"A COPY OF THE OFFICIAL REGISTRATION AND FINANCIAL INFORMATION MAY BE OBTAINED FROM THE DIVISION OF CONSUMER SERVICES BY CALLING TOLL-FREE (800-435-7352) WITHIN THE ST ATE. REGISTRATION DOES NOT IMPLY ENDORSEMENT, APPROVAL, OR RECOMMENDATION BY THE STATE."

The Solicitation of Contributions Act requires an annual renewal statement to be filed on or before the date of expiration of the previous registration. The Department will send a renewal package approximately 30 days prior to the date of expiration as shown above.

Thank you for your cooperation. If we may be of further assistance, please contact the Solicitation of Contributions section.

Sincerely,

Alda ~"'9 Aleta King Regulatory Consultant 850-410-3715 Fax: 850-410-3804 E-mail: aleta.king@freshfromflorida.com

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Attachment 6a

DIOCESE OF ST. AUGUSTINE AND L'ARCHE HARBOR HOUSE LEASE

This is a contract for the leasing of land and buildings. The Landlord is Felipe J. Estevez, as Bishop of the Diocese of St. Augustine, Florida. The Tenant is L'Arche Harbor House, Incorporated, a Florida not for profit corporation. This contract binds and benefits the Landlord and the Tenant, and their respective heirs, devisees, legal representatives, successors in interest (office), and assigns.

The making, perfonnance and enforcement of this contract are supported by the legally sufficient consideration of the mutual promises that are expressed in this writing. In recognition of that consideration, the Landlord and the Tenant mutually agree as follows:

PART l

INTRODUCTION

I. I The Landlord owns the fee simple title for !Hnds lying in Duval County, Florida.

1.2

1.3 Accordingly, the purpose of this writing is to supersede all prior or contemporaneous oral or written agreements between the Landlord and the Tenant and to memorialize all of the enforceable understandings between the Landlord and the Tenant concerning the matters which are the subjects of this contract.

PART2

TYPE OF CONTRACT

2. l Primarily, this is a lease for the land and buildings in which the Landlord is the lessor and the Tenant is the lessee.

2.2 Also, for completeness, this contract is a commemoration of certain allied understandings such as the ownership of improvements by the Tenant.

PART3

DESCRIPTION OF PREMISES

3. I The lands and buildings, which are referred to in this contract as the "Premises", are described in Exhibit A, which is attached to this contract and incorporated by this referenced.

PART4

COMMUNICATIONS

Page 1 of 12

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4. I In order to be binding, communications within this contractual relationship must be made in writing, must be signed by an authorized person and must be served in the manner specified by th is Part 4.

4.2 These written communications must be either hand delivered, mailed by certified mail, return receipt requested, postage prepaid, or delivered by commercial courier, delivery prepaid, to the addresses specified below, or to such other addresses as the Landlord or Tenant may serve notice in accordance with the tenns of this Part 4.

4.3 Communications served by mail or by commercial courier shall be deemed to have been received upon the earlier ofrhe date of actual receipt, or the fifth calendar day after the date of mailing or delivery to the courier, not including the date of mailing or delivery to the courier.

4.4 Facsimile or other electronic (i.e. the Internet) communications are permitted, but they shall not be deemed to have been properly served unless they are subsequently served in accordance with the foregoing rules of this Part 4, or unless the receiving party transmits back a receipt transmitted by a person authorized to act on behalf of the receiving Party.

4.5 The initial addresses and fax numbers are as follows:

Landlord:

Felipe J. Estevez or his successor in office as Bishop of the Diocese of St. Augustine, Florida

Address:

Phone: Fax:

AND

11625 Old St. Augustine Road Jacksonville, Florida 32258 (904) 262-3200 (904) 262-0698

Laura Hickey, or her successor in office as Diocesan Director Catholic Charities Bureau, Inc.

Address:

Phone: Fax:

Tenant:

134 East Church Street Jacksonville, FL 32202 (904) 224-0080 (904) 354-4718

L'Arche Harbor House, Incorporated c/o Amy Finn-Schultz, or her successor in office, as Executive Director, and Ronald Pendelton, as President of the Board of Directors, or his successor in office, as last reported to the Florida Department of State, in the absence of actual knowledge as to the identity of the successors

Address:

Phone:

700 Arlington Road Jacksonville, Florida 32211 (904) 744-4435

Page 2 of 12

Fax: (904) 744-4470

PARTS

CONDITION OF PREMISES

5.1 Condition of Premises at the Commencement of this Contract.

5. I. I The Landlord and the Tenant, as their interests may appear, mutually agree that, at the time of the execution of this document, the condition of the Premises is acceptable.

5.2 Alterations and Improvements.

5.3

5.4

5.5

5.6

5.2. \ Future alterations or improvementsofa material nature (i.e., the movementofa load-bearing element) by the Tenant are not allowed without the prior, reasonable, written consent of the Landlord, which will not be unreasonably withheld. The Tenant will timely pay all labor, services, and materials for any alterations or improvements, and hold the Landlord harmless for all costs of labor, services, and materials and for any injury to person or property incurred in connection with or arising because of such alterations or improvements.

Duties of Maintenance.

5 .3. I The Tenant will be responsible for timely maintenance of all systems of the Premises.

Environmental Matters.

5.4. I Subject to conditions caused or permitted by the Landlord, and subject to conditions caused or permitted by adjoining properties, the Tenant assumes the responsibility to protect the land from contamination by hazardous substances, as defined by applicable law and regulation, from time to time.

Wood-Destroying Organisms.

5.5. I The Tenant assumes the responsibility for treatment of live infestation by wood-destroying organisms, and the Tenant will be required to obtain or maintain any bonds. The responsibility forreconstruction or repair caused by wood-destroying organisms shall be detennined by the rules for the effect of casualty damages to the Premises contained in Section 5.7, below.

Responsibility of the Tenant for Damages to Persons and to Property.

5.6. l Landlord shall not be liable for any damage or injury caused to any person or property by reason of the failure of Tenant to perform any of Tenant's covenants herein, or for such damage or injury caused by reason of any defect in the premises now or in the future existing. Tenant shall and does indemnify and save harmless Felipe J. Estevez as Bishop of the Diocese of St. Augustine, and individually, as Landlord, and Catholic Charities Bureau, Inc., from any and all claims, suits, actions, damages or causes of action arising during the term of this lease for any personal injury, loss of life or damage to property sustained in or abottt the premises and from and against costs, attorney's fees, expenses, and liabilities incurred in and about the defense of any such claim or in the investigation thereof.

5.6.2 The Tenant is responsible to the Landlord, for damages to the premises. The responsibility of the Tenant is subject to the conditions in 5.7, below. This Section 5.6.2 limits the effect of the language in Section 5.6.1 as to damages to the premises.

Page 3 of 12

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5.6.3 The Tenant assumes the risk for loss or damage to its personal property (and that of its core members and staff) on the Premises.

5.7 Effect ofCnsualty Damages to the Premises.

5. 7. l If the Prem is es are damaged or destroyed by a casualty, and if the casualty is not legally chargeable to the Tenant under the tenns of this contract, then the Tenant will be obligated for timely repair or reconstruction. However, the duty of the Tenant for timely repair or reconstruction is subject to the condition precedent that the Tenant have available to it unr.estricted insurance proceeds in an amount equal to or greater than the total cost of the labor, services, and materials for the reconstruction.

5.7.2 If the Premises are damaged or destroyed by a casualty, which is legally chargeable to the Tenant under the tenns of this contract, then the Tenant will be obHgated for timely repair or reconstruction. However, the duty of the Tenant to achieve timely repair or reconstrnction is subject to the following conditions:

5. 7 .2.1 Section 12. l precludes the Tenant from maintaining casualty insurance on the premises because of concerns about co-insurance provisions. Therefore, the Landlord and the Tenant recognize that the Tenant may not have any funds available to achieve the timely repair or reconstruction. The Tenant will not be required to achieve the timely repair or reconstruction unless the Tenant has unrestricted access to funds contemplated in the following paragraphs, which must be in the collective amount necessary to pay for all labor, services, and materials for the repair or reconstruction.

5.7.2.2 The Landlord will make available to the Tenant any insurance proceeds which may be available to the Landlord under any casualty policies carried by the Landlord. The Tenant will not be required to proceed with the repair or reconstruction if these insurance proceeds are offered and if they are not sufficient to cover all of the costs of the labor, services, and materials.

5.7 .2.3 ln the event of the need for repair or reconstruction, the Tenant mny receive cash gifts or charitable grants in order to achieve the reconstruction. The Tenant will not be required to proceed with the repair or reconstruction unless these funds, together with any insurance proceeds made available by the Landlord, are equal to or greater than the total cost of the labor, services, or materials.

5.7.2.4 The Tenant will not be required to invade its current cash receipts or reserves in order to achieve the repair or reconstruction.

5.8 Condemnation.

5.8.1 Condemnation proceeds for the Premises will be divided propo11ional to the total value of the property according to an independent appraisal.

5.8.2 ffa material portion of the Premises is taken, the Tenant will have the rightto unilaterally terminate this contract or to engage the Landlord in negotiations to modify this contract in light of the facts and applicable rules of equity. If the taking is for less than a material portion of the proceeds, then this contract shall remain in full force and effect, but the Landlord and the Tenant will enter into negotiations to modify their rights and duties as determined by the facts at hand and the applicable rules of equity.

5.9 Signs.

Page 4 of 12

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'

5.10

6.1

6.2

6.3

7.1

5.9. 1 All signs on the Premises must conform to local ordinances and must be previously approved in writing by the Landlord.

Compliance with Disabilities Laws and Regulations.

5. I 0. I The Tenant will be responsible for modifications, if any, required for the Premises in order to bring them into compliance with applicable disabilities laws and regulations.

PART6

USE OF PREMISES

The Tenant will be entitled to use the Premises for a licensed, residential community for disabled persons and their assistants and related business uses such as administrative offices and work programs for the handicapped. This use must conform to applicable zoning ordinances and other applicable public land use laws and regulations. The Tenant assumes the risk of compliance with and changes in the applicable zoning ordinances and other public land use laws and regulations, but in the event that such laws and regulations should become a material impediment to the use and enjoyment oft he premises, as permitted by this lease, the Tenant will have the option to unilaterally tenninate this contract.

[nits use of the Premises, the Tenant will not promote or allow activities which are crimes, which are breaches of applicable governmental laws and regulations, or which are civil nuisances.

Because the Landlord is a representative of the Roman Catholic Church, it is imperative that the use of the Premises by the Tenant be in conformity with the announced moral principles of the Roman Catholic Church. Thus, for example, the Tenant will not promote or allow abortion or euthanasia. The Landlord and the Tenant recognize that circumstances may arise in the future which make it difficult to detennine if a proposed activity will be violative of this understanding. In that event, the Tenant will be entitled to request and receive written advice from the Landlord as to the character of the activity. If, without first seeking lhe advice of the Landlord, the Tenant undertakes an activity which the Landlord deems to be out of conformity with announced moral principles of the Roman Catholic Church, the Landlord will have the right to issue a writtennotice of default and a demand for cure by the Tenant. If, after service of the notice of default and demand for cure, the Tenant does not cease or quell the impenn issibleactivity, then the Landlord.will have the right to unilaterally terminate this lease and to dispossess the Tenant, with the Tenant to have only a reasonable time within which to vacate the Premises, not to exceed 360 days, during which time the Tenant will cease and desist from the impennissible activities.

PART7

TERM OF LEASE

Initial Term.

7. I. I Unless this lease is tenninated earlier by the Landlord or Tenant acting pursuant to applicable provisions of law or contract, the initial tenn of this lease will conclude on December 31, 2053.

7 .2 Renewals.

7 .2. I Additional, renewal tenns are subject to negotiation and mutual agreement and are not a right of the Tenant.

PARTS

Page 5 of 12

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RENT

8.1 Rent.

8.1.1 The Tenant owes the Landlord rent in the sum of$1.00 per year, which is due and payable in advance on July I of each year.

8.2 Taxes on Rent.

9.l

9.2

9.3

8.2.1 The Tenant will pay all sales, use, or similar taxes on the rent. [n the event that the other obligations of the Tenant under this lease are found to be "rent" for the purpose of such taxes, the Tenant will pay the tax which may be levied: but the Tenant will have the standing to seek judicial or administrative relief from such taxes.

PART9

PROPERTY TAXES AND SPECIAL ASSESSMENTS

Real Property Ad Valorem Taxes.

9.1. I Currently, the Premises are exempt from real property, ad valorem taxes. lf, in the future, such taxes should be imposed upon the Premises, the Tenant will be responsible for timely payment of them; but the Tenant will have standing to seek judicial or administrative relief frmn such taxes. If any such ad valorem taxes should be part ofa larger assessment including other lands, then the portion applicable to the Premises will be determined on an equitable basis.

Special Assessments.

9 .2. I The Tenant will be responsible for timely payment of special assessments. However, if the special assessment is levied against or benefits other, adjoining, diocesan lands, then the payment of the special assessments will be equitably app011ioned among the Premises and those other lands, with the Tenant being responsible for payment only of the equitable portion applicable to the Premises.

Personal Property Taxes.

9 .3. I The Tenant will be responsible for timely payment of all tangible personal property taxes applicable to its personal property located on the Premises.

PART 10

UTILITIES

I 0.1 The Tenant will be responsible for timely payment of all utility services, including electric, telephone, water, and garbage, to the extent that the laner is not covered by real property ad valorem taxes. As well, the Tenant will be responsible for complying with all present or future garbage recycling laws and regulations, but the Landlord will co-operate with the Tenant in that compliance.

PART 11

TRANSFERS BY TENANT AND RECORDATION OF THIS CONTRACT

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11.1 The Tenant is not entitled to transfer any of its rights or duties under this lease, without the prior written consent of the Landlord, which will not be unreasonably withheld.

l \ .2 The prohibited transfers by the Tenant include pledges or assignments of this lease or subletting of the Premises.

11.3 In light of the potential, long-tenn nature of this contract, it is agreed that an original counterpart will be recorded in the current public records of Duval County, Florida, in order to provide a record of this instrument. While any duly adopted modifications will be effective without recprdation, the Parties agree that an original counterpart will be recorded in order to perfect the record of this contract. In the event of a termination of this contract, the Tenant will timely execute and deliver a recordable termination in order to clear the title for the Premises. In order to save the Landlord the expense of pursuing litigation in order to remove this contract as a cloud upon the title, it is agreed that the Tenant hereby appoints the Landlord as its attorney in fact to execute, acknowledge, and record a writing commemorating the happening of the tennination. Provided that the instrument is made under oath in the nature of an affidavit, all Parties claiming by, through, and under the Landlord will be entitled to rely upon the instrument.

12.l

12.2

PART 12

INSURANCE

Property insurance for the buildings will be obtained and paid for by the Landlord and the Tenant will reimburse the Landlord for the full amount of the insurance premium. The insurer and the amount of coverage will be at the option of the Landlord. The Landlord will not have the duty to name the Tenant as an insured, but the proceeds will be subject to the understandings contained in Section 5. 7 of this lease. Because of concern about co-insurance provisions, which may limit the recovery of the Landlord, it is agreed that Tenant will not carry property insurance for the premises, even though the Tenant may have an insurable interest.

Public liability insurance must be obtained by the Tenant. The insurer and the amount of coverage is subject to the reasonable approval of the Landlord. The Tenant must name the Landlord as an additional insured. Premiums must be timely paid by the Tenant. At its election, the Landlord may carry additional public liability insurance, at its expense. In that event, the Landlord will not have the duty to name the Tenant as an additional insured. From year to year, at the appropriate time, the Tenant will provide to the Landlord proof of the renewal or replacement of the required public liability insurance.

12.3 At its option, the Tenant may carry property insurance for its personal property located on the Premises.

12.4 Other types of coverage, such as rent loss or income loss, may be carried by the Parties, at their option. The insurer and the amount of coverage will be at the option of the procuring Party. The procuring Party will pay the premium.

PART13

DEFAULTS, LAWS AND REMEDIES

\3.1 Defaults.

13. l. l A failure to fully perfonn a legal or contractual duty applicable to this relationship will be an event of default under this contract.

13 .2 Indemnification.

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13.2. l The Party who has caused or permitted an event of default will be responsible to indemnify and to hold the other Party hannless for all injury to person or property proximately caused by the event of default.

13.3 Laws.

13 .3. l This contract and this relationship shall be construed and enforced in accordance with the laws of the state of Florida.

13 .3 .2 Notwithstanding the fact that the use of the Premises will be for a residential community, it is agreed that this lease and the relationship it creates is not subject to Florida laws applicable to residential rental agreements, but, rather, will be subject only to those laws which are applicable to commercial tenancies.

13.4 Modifications, Waivers, and Termination.

13.5

13.4.1 No modification, waiver, or termination shall be effective unless it is made in writing and signed by all of the Parties. This provision does not alter or limit the understandings in Section 11.3.

13.4.2 A properly documented modification, waiver, or termination will not be unenforceable because of the lack of additional consideration.

Grace Period.

13.5. l Following an event of default, the aggrieved Party shall not pursue their remedies without first serving a written notice of default and allowing the Party who is in default to achieve a full cure of the event of default within the times permitted by this section.

13.5.2 For the payment ofrent, the grace period is fifteen ( 15) calendar days after the issuance of the notice of default.

13 .5.3 For the performance of other legal or contractual duties, the grace period is thirty (30) calendar days after the notice of default.

l 3.5.4 The aggrieved Party may reasonably reduce the grace period in its notice of default in the event of an emergency. A breach of the use understandings in Part 6 will be deemed to be an emergency.

13.5.5 If a Party in default cannot achieve a full cure of the default within the stated grace period but is pursuing performance timely and in good faith, then the Party who is in default will be entitled to a reasonable extension of the grace period, not to exceed an additional 30 days.

13.6 Remedies and Alternate Dispute Resolution Systems.

13.6. I Except as limited by this contract, the Parties will be entitled to all remedies provided by Florida law.

13 .6.2 If a dispute arises out of or relates to this contract, or the breach of it, and if that dispute cannot be settled through direct discussions, the Parties agree first to endeavor to settle the dispute in an amicable manner by mediation administered by a local, state court certified mediator, whose reasonable expenses will be paid 50% by the Landlord and 50% by the Tenant. Thereafter, any unresolved controversy or claim arising out of or relating to this contract, or a breach of it, shall be submitted to non-binding arbitration ndministered by the same mediator, with the arbitrator having the

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power to recommend an allocation ofarbitrator expenses, attorney's fees, and costs between the Parties based upon the equities. The discussions during the mediations will not be admissible into evidence. The written finding of the arbitrator will be admissible into evidence and may be considered by the judge as persuasive but will not be binding upon the judge.

13. 7 Litigation.

13.7. I Jn the event of litigation, personal venue and jurisdiction for any action will lie with the appropriate state court in Duval County, Florida.

13 .7 .2 In the event of litigation, the prevailing party will be entitled to recover all costs and a reasonable attorney's fee.

13.7.3 The Parties agree that the resolution of disputes through the litigation system will not be efficiently handled if the matters are submitted to a trial before a jury. Therefore, the right to trial by jury is waived, and it is expressly agreed that all litigation matters will be tried before the courtsittingwithout the aid ofajury.

13 .8 Bankruptcies.

14. l

13.8.l The bankruptcy of the Landlord or the Tenant will not be an event of default per se. Rather, the bankrupt Party, or their legal representative, will have a reasonable period of time within which to assure the Party who is not bankrupt that this lease may be fully performed notwithstanding the bankruptcy.

PART 14

ADDITIONAL UNDERSTANDINGS

14.2.2 The Tenant has and will continue to be responsible for all of its financial and legal obligations.

14.3 The Premises are a part of a larger tract(s) ofland owned by the Landlord. Because of this integrated condition, the Premises and the surrounding properties are or may be dependent upon each other for a variety of physical needs such as drainage of surface waters, installation and maintenance of utility lines and equipment, and vehicular and pedestrian ingress and egress. Accordingly, the Landlord and the Tenant have the following understandings:

14.3. l The Landlord and the Tenant hereby grant to each other mutual and flexible easements for drainage and utilities and vehicular and pedestrian ingress and egress. "Flexible" means that the Landlord and the Tenant will adjust these easements from time to time as may be required by the circumstances and the equities.

14.3.2 The understandings in 14.3. l are subject to the reasonable approval of the Pastor for Christ the King Parish.

14.4 The Landlord hereby grants to the Tenant an option to purchase the premises in the event that the Landlord should elect to sell them. The Tenant will have 90 days within which to exercise this option following service by the Landlord of a written summary of the material terms of the sale or a copy of the valid offer, if there should be one, and the Tenant will have 210 days after service of the notice within which to close.

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THIS CONTRACT may be executed in multiple counterparts. fn that event, any fully executed counterpart will be entitled to treatment as an original for all lawful purposes, including admission into evidence before a court. If one but not all of the paities has executed one or more counterparts of this instrument, then it will be deemed to be an offer which will automatically expire if all parties have not executed at least one counterpart within ten calendar days followmg the first execution.

lnatu;:;~Witness

:J\.n) '< r. J> 1 N £.o r;:i

, No. ... v,44 1v\ Olis Printed Name of Witness

Signature of Witness

' --.-- /./.-,'(Y ;._/(·-,,_::( ::-c,/

STATE OF FLORIDA

I "".i-/ ~ I I 3> _/ ___ 1"'_v;:..__:.,__-C~· _,,f-.4--'.~A.1.¥1=.__ __ Date Felipe J. Estevez

Bishop of the Diocese of St. Augustine, Florida

"Landlord"

cl I /I I !_3 L'ARCHE HARBOR HOUSE, IN CORPORA TED Date a Florida not for profit corporation

s'a,~/ ~c;;=-Ronald Pendelton, its President

"Tenant"

I/ I / // ,(_~ L'ARCHE HARBOR HOUSE, Date INCORPORATED. a Florida not for profit

corporation

BY !]&,~f Mwf!t Arny Finn-Sch~ :ExelZGii\leDirector 1

and Community Leader

Page 10 of 12

COUNTY OF DUY AL

This instrument was acknowledged before me this .:H±L_ day of ~S'.tJd:O-Y11..l.iC:;v , by Felipe J. Estevez, Bishop of the Diocese of St. Augustine, Florida, who:

r ~·I is personally known to me. [ ] produced a current Florida driver's license as identification. [ ] produced as identification.

My commission expires: l'Y)C\...l'lCJ.1 llo,-WlLf

(Seal)

Printed Name of Notary

Commission No. DD9 5 '-Ho 22.....

ST ATE OF FLORIDA

COUNTY OF DUY AL

This instrument was acknowledged before me this ___ day of , Ronald Pendleton, President ofL'Arche Harbor House, Incorporated, a Florida not for profit corporation, on behalfofthe corporation, who:

is personally known to me. produced a current Florida driver's license as identification. produced as identification.

My commission expires: Signature of Notary Public

(Seal) Printed Name of Notaiy

Commission No.----------

STATE OF FLORIDA

COUNTY OF DUY AL

This instrument was acknowledged before me this __ day of , , by Amy Finn-Schultz, Executive Director and Community Leader ofL'Arche Harbor House, Incorporated, a Florida not for profit corporation, who:

is personally known to me. produced a current Florida driver's license as identification. produced as identification.

My commission expires: Signature of Notary Public

(Seal)

Page 11 of 12

Printed Name of Notary

Commission No.--------

ATTACHMENT: Exhibit A: Premises

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Attachment 6b

IA~..._ \Ot•'Vlll f P'-.J!ILK Li6tl.ARY

l.. Main Library 303 N Laura St [3220:::.]

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-- Center for Adult Learning -- Talking Boo~ 5

.?.. Argyle Branch 7973 Old Middleburg Rd S :32::22]

3. Beaches Regional 600 3rd St [Neptune Beach .. FL 32.266]

4. Bradham" Brooks Northwest Regional 1755 Edgewood Ave '.'·: ~32::'.0Sl

5. Brentwood Branch 37:25 Pearl St [32206]

6. Brown Eastside Branch 1390 Harrison St [32206]

7. Graham Branch 2304 M My1tle Ave [32209]

8. Highlands Regional 1826 Dunn Ave [32218]

9. Mandarin Regional 33 30 Kori Rd [32257]

10. Maxville Branch 8375 Maxville Blvd [32234]

@ Jacksonville Public Library, City of Jacksonville.

11. Murray Hill Branch 918 Edge•:1ood Avenue S :::::::.?.OS]

12. Pablo Creek Regional 13295 Beach Blvd [322-l6]

13. Regency Square Regional 9900 Regency Square Bl·.1 d ~32225)

1-1. San Marco Branch 1513 LaSalle St [32207)

15. South Mandarin Regional 1212 5 San Jo5e Blvd ·_32223 l.

16. Southeast Regional 10599 Deerwood Park Blvd [32256)

17. University Park Branch 3.::35 University Blvd M [32277)

18. Webb Wesconnett Regional 6887 lOJrd St [32210]

19. West Regional l..!25 Chaffee Rd S [32221]

20. Westbrook Branch 2809 Commonwealth Ave [3225.::]

21. Willowbranch Branch 2875 Park St [32205]

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Attachment 11

L' Arche Harbor House (Formally Harbor House)

Description of Intended Construction

Building will be constructed per latest Florida building code standards. In addition, it will meet current

ADA standards. Slab on grade with monolithic footers, 2x6 wood framed exterior walls with wood

trusses. Kraft faced roof R30 and wall R19 insulation, Vinyl siding. Low E single hung aluminum

Windows. Fiberglass exterior doors. Architectural asphalt roof shingles. Hi efficiency 13 SEER or better

AC units. Energy efficient water heaters. Low flow plumbing fixtures. Energy star rated appliances. LED

lighting as needed. Ceiling fans in all rooms. Low VOC interior paint. Vinyl flooring throughout. Minimal

landscaping and irrigation.