Docusign Envelope ID: EC100EB7-D2F9-48CD-B775-4C72D8C189E3

Program Funding Agreement ID

Program Agr em nt Effective Date:

Program Funding Agreement Manager:

Span or:

Prime Contract Identification:

Contract Type:

Consideration/Budget:

Billing Terms:

Payment Terms:

PROGRAM FUNDING AGREEME T

SUMMARY COVERSHEET

CCE-3585456821-207

HORNE LLP (Horne) 661 Sun nybrook Rd. Sui e 100, Ridgeland, MS 39157

Horne E11gagement Partner: Alethia Thomas Email: Alethia. Thomas@hom . com an Bernardino Count y , a political ubdivision organized and existing undeI the con tirution and the laws of the State of California

ATT : Dawn Rowe Address: 784 E. Hospitality Lane, San Bernardino, CA, 92415 Phone; (909) 387-3841 Email address: COB@sbcounty.gov

California Department of Social er ices

Agreement No.: CCE-3585456821

Contract Title: Community Care Expansion (CCE)

Deliverable Based Type Contract Base Performance Period:

Capital Construction Not to Exceed 14,778,895

See Attachment F-Payment Schedule

Payment remitted thirty (30) day after receipt of undisputed invoice

Program Funding Agreement Cov r Sheet

(this page i not part of the Program Funding Agreement and is for summary/reference purposes on ly)

'l13-1731-02S0.S

December 23, 2024

This Program Funding Agreement (the "Agreement") is entered into December 23, 2024 (the "Effective Date"), by and between HORNE LLP, a Delaware limited liability partnership, with offices located at 661 Sunnybrook Rd., Suite 100, Ridgeland, MS 39157 ("Horne"), and San Bernardino County, a political subdivision organized and existing under the constitution and the laws of the State of California, with offices at 784 E. Hospitality Lane, San Bernardino, CA, 92415 ( "Sponsor"). Home and Sponsor may be referred to separately as a "Party" or collectively as "Parties."

RECITALS

A. Home entered into an agreement with the State of California (the "State") through the California Department of Social Services ("CDSS") to facilitate program funding awards and provide services to CDSS as the third-party administrator of the CDSS Community Care Expansion Program ("Program"). The agreement between CDSS and Home shall hereinafter be referred to as the "Prime Contract" or "CDSS Contract";

B. The purpose of the Program is to preserve and expand access to long-term care services for seniors and adults with disabilities in the least restrictive settings, prioritizing applicants and recipients of Supplemental Security Income/State Supplementary Payment ("SSI/SSP") and Cash Assistance Program for Immigrants ("CAPI") who are experiencing or at risk of homelessness;

C. Pursuant to the requirements of the Program and CDSS guidelines, qualified grantees or entities shall use program fund awards to expand or preserve the capacity of eligible residential adult and senior care settings by the acquisition, construction, renovation or other physical improvement of real property, infrastructure, or facilities;

D. Pursuant to the requirements of the Program and CDSS guidelines, certain grantees may use a portion of Program fund awards to establish a capitalized operating subsidy reserve ("COSR") to cover potential or projected operating deficits on a facility that is deed restricted to provide licensed residential care for at least the term of the COSR;

E. In response to that certain Request for Applications issued by a previous agent on behalf of CDSS on or about January 21, 2022 (the "RFA") for the Program, Sponsor submitted an application ("Application") to construct the project described in the current Statement of Work, Attachment E hereto ("SOW"), located at located at 2226 E Pacific Street, Highland, CA 92346 (the "Project"); and Sponsor has been awarded program funds for the Project in an amount not to exceed Fourteen Million Seven Hundred Seventy-Eight Thousand Eight Hundred Ninety-Five and 00/100 Dollars ($14,778,895) ("Program Funds"), and a COSR for the operation of the facility in an amount not to exceed Zero Dollars, ($0) Dollars;

F. The COSR, if any, shall be awarded to Sponsor, subject to the terms of a Capitalized Operating Subsidy Reserve Agreement between Sponsor and Home, the form of which is attached hereto as Attachment L; and

G. This Agreement sets forth the terms and conditions of Home's administration and management of the Program Funds and Sponsor's duties and obligations related to its receipt of

4139-1731-0280.5

November 27, 2024

November 27, 2024

ATTACHMENT E SOW

E-1

4139-1731-0280.5

ATTACHMENT E

STATEMENT OF WORK (“SOW”)

A: PROJECT AND SPONSOR INFORMATION

Application ID: CCE-3585456821

Project Title: Pacific Village Platinum Campus

Grant Project Address: 2226 E Pacific Street Highland, CA 92346

APN(s) #: 1191-141-46

Sponsor Name: San Bernardino County a political subdivision organized and existing under the constitution and the laws of the State of California

Legal Name: San Bernardino County a political subdivision organized and existing under the constitution and the laws of the State of California

Entity Type: County, EIN: 956002748

Co-Applicant Name (if applicable): N/A

Acquisition with Grant Funds (Y/N): N

B: LEAD AUTHORIZED REPRESENTATIVE C: PROGRAM FUNDS & MATCH AMOUNT

First and Last Name: Dawn Rowe

Title/Role: Board of Supervisors Chair, Supervisor Third District

Office Phone #: (909) 387-3841

Mobile Phone #: (909) 387-3841

Email: COB@sbcounty.gov

Program Funds: $ 14,778,89

COSR Funds: $0

Match: $1,186,323

Cash: $1,186,323

Total Funds: $15,965,219

D: PROJECT CONSTRUCTION

Building/Facility Type: e.g., adult residential facilities (ARFs), residential care facilities for the elderly (RCFEs), Permanent Supportive Housing (PSH) that serves the needs of seniors and adults with disabilities (including models that provide site-based care, other residential care settings that serve the target population, including recuperative or respite care settings, or mixed-use:

Mixed Use: Recuperative Care and Permanent Supportive Housing (PSH)

Type of Project: e.g., predevelopment, new construction, acquisition, renovation to expand capacity, adaptive reuse:

Predevelopment and New Construction of Permanent Supportive Housing and Rehabilitation of existing facility Current License Status: e.g., in good standing, pending, N/A:

N/A

Target Population(s): Describe the population that you are intending to serve, which should include Qualified Residents experiencing or at risk of homelessness, in accordance with your application for Program Funds.

The Pacific Village expansion project will provide 30 Permanent Supportive Housing units and 32 Recuperative Care beds to the target population of 100% SSI/SSP CAPI recipients who are at risk of or experiencing homelessness. The Permanent Supportive Housing will consist of (20) one- and (10) two-bedroom units that will serve up to 40 individuals. The Recuperative Care Center will provide 32 beds to the target population. 10 of the 30 PSH units will be reserved for the facility target sub-population of Severely Mentally Ill (SMI) residents to address the specialized medical and behavioral health needs of those who may be otherwise subject to extended hospitalization and/or incarceration. Additionally, the expansion will develop 30 units for Permanent Supportive Housing, 10 of which will be 2-bedroom units and 20 of which will be 1-bedroom units. Housing inequities among individuals experiencing or at risk of experiencing homelessness are increasingly impacting older adults and most minority groups, especially Black, Latino/Hispanic, and Indigenous groups. Pacific Village will address inequities for a diverse target population by utilizing the Housing First model, Fair Housing practices and housing subsidies.

E: PROJECT SCOPE REQUIREMENT

This section may include the project narrative, from Sponsor’s application (Question No. 24), updated to include revisions made to finalize Sponsor’s final award of Program Funds. This section should include the following: 1) goals of the Project, 2) overall timeline, activities, and milestones, and 3) how you plan to conduct outreach to the intended target population of Qualified Residents experiencing or at risk of homelessness in order to serve them through the Project.

Goals:

The goal of the Pacific Village Campus Project is to promote inclusion, socialization, and reduce isolation by addressing urgent gaps in the care continuum for individuals with behavioral health conditions, including seniors and adults with disabilities. The campus allows residents access to a myriad of on- and off-site behavioral health and community care options. On-site person-centered programming and services will provide residents with in-home and Telehealth behavioral health supportive services to include comprehensive case management and linkage. The project will also provide the following resources:

assistance completing benefit and other applications, evidenced-based individual and group therapy, peer support, wellness education and training, occupational therapy, assistance with activities of daily living, and transportation. Individuals will also have access to off-site behavioral health services, such as outpatient clinics, substance use disorder treatment, and Crisis Stabilization Units. The Pacific Village Platinum Campus will advance racial equity by connecting residents to resources to address their biopsychosocial needs, and directly reduce housing disparities among older adults and adults with disabilities who require long-term care support.

Overall Timeline, Activities, and Milestones:

05/2025 Construction Start 12/2026 Construction End

12/2026 Move In 03/2027 Start of Operations

Outreach:

Residents in the County who are experiencing or are at risk of experiencing homelessness will have the opportunity to be referred to the Recuperative Care by local Emergency Departments, Arrowhead Regional Medical Center, and personal healthcare providers. This referral process will also be available through the County's various homeless-focused programs, such as Sheriff H.O.P.E (Homeless Outreach and Proactive Enforcement), InnROADS (Innovative Remote Onsite Assistance Delivery), and Home Safe.

Further, County residents who are experiencing or at-risk of homelessness will also be provided access to the Pacific Village Campus Continuum of Care system which will serve all racial and ethnic groups equitably. The County of San Bernardino Department of Behavioral Health operates the Community Crisis Response Team (CCRT), a community-based mobile crisis response program for those experiencing a psychiatric emergency.

A CCRT can provide crisis intervention, resource referrals, support services, and assist law enforcement with responding to mental health, substance use, trauma-related, homelessness, or unmet needs situations within the community.

Medical services and operations will be sustained through direct contracts with the local managed health care plans (MHCs), local hospitals, and the County Sheriff. The Department of Behavioral Health (DBH) is committed to providing funding for 10 behavioral health beds, designated to serve Severely Mentally Ill clients not covered under CalAIM. Facility-contracted providers will also be required to establish contracts with Inland Empire Health Plan (IEHP) and/or Molina, San Bernardino County’s MHCs, as well as DBH, the County’s Mental Health Plan. The County anticipates CalAIM reimbursements will sustain a majority of recuperative care operating costs. In effort to minimize expenses while maximizing referral streams, the contracted providers will additionally make every effort to establish contracts with the 18 hospital Emergency Departments, countywide, for direct pay referrals to Recuperative Care.

The facility and Sponsor have a variety of potential operating subsidies they are working to utilize through the local public housing authority and project-based Section 8 programs to help make the development affordable for individuals with limited financial resources. By expanding access to affordable housing to a diverse population, the Pacific Village Campus will seek to close the gap in housing stability for County residents experiencing or at risk of homelessness.

F: PROJECT EXPANSION SCOPE REQUIREMENTS

Facility Type # 1:

# New Beds / PSH Units:

# of New Beds / PSH Units for prioritized Qualified Residents experiencing or at risk of homelessness:

Total # of all Beds / PSH Units:

Total # of all Beds / PSH Units for Qualified Residents experiencing or at risk of homelessness:

New

SQFT

for Facilit y:

Recuperati ve Care 32 Beds 32 Beds 32 Beds 32 Beds

150,000 sqft.

Permanen t Supportiv e Housing

(PSH)

Beds/30 Units

40 Beds/30 Units 40 Beds/30 Units

40 Beds/30 Units 150,000 sqft.

G: PROJECT TASKS & DELIVERABLES

PRE-CONTRACTING

The below outlines tasks and deliverables expected of CCE grant recipient to be completed prior to executing the Program Funding Agreement (PFA).

TASK 1: APPLICANT INFORMATION

Description/Deliverables $ FUNDS ALLOCATED

Deliverables – All Applicants:

Completed application via CCE portal.

Government Tax ID (PFA4.1.3) Articles of Incorporation

Deliverables – For-Profit Entities:

Proof of Prior Experience;

or Memorandum of Understanding (MOU) or contract with collaborating entity (nonprofit organization, tribal entity, city, or county)

Deliverables – LLCs:

Articles of Organization Certificate of Good Standing

CASH MATCH AMOUNT AS

REQUIRED TO START PROJECT

[CASH MATCH MUST BE EXPENDED PRIOR TO

DISBURSEMENT OF PROGRAM FUNDS TO

SPONSOR]

TASK 2: BUDGET INFORMATION

Description/Deliverables

Deliverables – All Applicants:

Copy of finalized budget (Schedule 1 of SOW)

TASK 3: MATCH VERIFICATION

Description/Deliverables

Deliverables – All Applicants:

Requirements of Cash Match Requirements of Property Equity Requirements of In-Kind Match

TASK 4: SITE READINESS/CONTROL

Description/Deliverables

Deliverables – All Applicants:

Requirements of Cash Match Schematic Design Checklist Completed Site Plans, Design Development, and/or Construction Drawings, if applicable.

o Pre-Development Projects must provide proposed plans, development, and drawings.

Design, Acquisition, and Construction Milestone Schedule Certificates of insurance evidencing coverages required by the PFA and naming Horne and CDSS as additional insureds

(PFA 4.1.7)

o As stated in Article 11 of the PFA:

11.1.1 A Builders Risk policy including a permission to occupy endorsement during the course of construction, and upon completion of construction, if the Project is new construction, property insurance covering all risks of loss, excluding earthquake, flood or other risks customarily excluded from “All-Risks” coverage, in an amount equal to full replacement cost of the Project, including all improvements, fixtures, furnishings and equipment thereon at the time of loss.

11.1.2 If the Project is rehabilitation of an existing facility, property insurance covering all risks of loss, excluding earthquake, flood or other risks customarily excluded from “All-Risks” coverage, in an amount equal to the full replacement costs of all improvements located on the property upon which the Project is to be constructed, including all improvements, fixtures, furnishings and equipment thereon at the time of loss. Upon completion of the rehabilitation, any property insurance policy shall be updated to reflect the increased replacement costs resulting from the rehabilitation.

11.1.3 Worker’s compensation insurance as required by the State.

11.1.4 Comprehensive automobile and vehicle liability insurance covering claims for injuries to members of the public and/or damages to property of others arising from use of motor vehicles, including on-site and off-site operations, and owned, non-owned, or hired vehicles with $1,000,000 combined single limits. Commercial general liability insurance of not less than $1,000,000 per occurrence with an annual aggregate limit of $5,000,000 for bodily injury and property damage liability combined. The Sponsor’s required limits may be satisfied through a combination of general liability and umbrella policies of coverage. The commercial general liability insurance policy shall cover liabilities arising out of premises, operations, independent contractors, products, completed operations, personal and advertising injury, and liability assumed under an insured agreement. The commercial general liability insurance shall apply to each insured against whom claim is made or suit is brought subject to Sponsor’s limit of liability.

A title report reflecting all existing liens, encumbrances, taxes owed, easements, covenants or any other restrictions on the real property upon which the Project is to be constructed or operated. If Sponsor’s interest in the real property upon which the Project is to be constructed or operated is a leasehold, then Sponsor shall provide a current title report for the leasehold interest and the fee interest. For tribal trust land, Sponsor shall provide a certified Title Status Report (“TSR”) from the U.S. Department of the Interior Bureau of Indian Affairs (“BIA”) or an attorney’s opinion regarding chain of title and current title status. (PFA 4.1.8) (Not required for Pre-Development Projects) Copy of building permit receipt (for new building construction or rehab that requires permits)

Copy of notice of exemption filed (if applicable) Certification of project construction is 50% complete. (if applicable; for SOWs involving projects where construction work has been or will nearly be completed) Receipt of certificate of occupancy (including for existing structures) Copy of notice of completion and receipt of unconditional lien releases (if applicable; for completed building and construction) Receipt of business license and certificate of occupancy (if applicable; for existing operations and structures) Anticipated expiration date of the agreement & transfer to state oversight (if applicable)

Future Project funding is dependent on successful completion of Deliverables and Certifications of this Task 4. If any of these Deliverables or Certifications are submitted at Task 2, these Deliverables and Certifications are not required to be submitted pursuant to this Task 4, unless otherwise required by Administrator in its sole discretion. Additional details may be provided in compliance memo.

TASK 5: SPONSOR LEGAL REVIEW

Description/Deliverables

Deliverables – All Applicants:

An authorizing resolution or set of authorizing resolutions that, in Horne’s reasonable determination, materially comports with the Program Requirements. (PFA 4.1.4) A signed opinion letter from Sponsor’s legal counsel opining that this Agreement, the Declaration of Restrictions, the Performance Deed of Trust, and the Program Requirements do not conflict with any existing contract, agreement, or other requirement applicable to Sponsor, the property upon which the Project is to be constructed or operated, or the Project, and are otherwise enforceable against Sponsor; and such opinion letter shall be in the form and substance acceptable to Horne and CDSS, in their sole discretion. (PFA 4.1.9)

TASK 6: PFA ATTACHMENTS

The certifications below will be provided by Administrator:

Attachment B - Signed Certification Regarding Lobbying and Conflicts of Interest Attachment C - Signed CDSS Confidentiality and Information Security Attachment D - Signed Sponsor CDSS Certification Attachment F – Payment Schedule Attachment G (Certification #1) - Related Party & Related Party Transaction Disclosure Attachment G (Certification #2) - Legal Review of CA Welfare and Institutions Code §18999.97(l) Attachment I1 - Declaration of Restrictions (Not required for Pre-Development Projects) Attachment I2 - Declaration of Restrictions for Projects with COSR (Not required for Pre-Development Projects) Attachment J1 - Performance Deed of Trust, Security Agreement and Fixture Filing (Not required for Pre-Development Projects) Attachment J2 - Performance Deed of Trust, Security Agreement and Fixture Filing for Projects with

COSR (Not required for Pre-Development Projects) Attachment K – Construction Contract Addendum (if applicable) Attachment L - California Department of Social Services Community Care Expansion Program COSR Agreement Recorded Dates in Attachment H – Performance Milestones (as applicable based on construction components) o Match funds, property equity, or in-kind match (See Task 3) o Declaration of restrictions and performance deed of trust (Attachment I) o Certification of legal review of CAS welfare and institutions Code §18999.97(i) (Attachment J) o Evidence of planning agency review and approval (Preconstruction Performance Milestone) o Due diligence completed for acquisition. (Preconstruction Performance Milestone) o Acquisition - close of escrow/declaration of restrictions & performance (See Task 8) o Delivery of design development drawings 100% complete (See Task 4) o Delivery of construction drawings for first submittal to building dept (See Task 4) o Construction contract with construction contract rider (See Task 9) o Evidence of prevailing wage compliance (See Attachment G, Certification #2) o Copy of building permit receipt and notice of exemption filed. (See Task #4) o Evidence of required insurance and notice to proceed. (See Task #4) o Certification of project construction is 50% complete. (See Task #4) o Receipt of certificate of occupancy (See Task #4) o Notice of completion and receipt of unconditional lien releases (See Task #4) o Receipt of business license and certificate of occupancy (See Task #4) o Anticipated expiration date of the agreement & transfer to state oversight (See Task #4) (Preconstruction Performance Milestone)

Post-Contracting The below outlines tasks and deliverables required of CCE grant recipient prior to disbursement of funds.

TASK 7: REQUIREMENT FOR DISBURSEMENT OF PROGRAM FUNDS – ALL APPLICANTS

Executed Program Funding Agreement (PFA) All documentation necessary to complete draw request.

Delivery of all items listed in Attachment H required for the disbursements of Program Funds, as applicable.

(PFA 4.2.2) Either documentation is provided or a clear path with dates indicating when these milestones will be met, and respective documents will be submitted.

TASK 8: REQUIREMENT FOR DISBURSEMENT OF PROGRAM FUNDS – ACQUISITION

Description/Deliverables

Deliverables – Acquisition Purchase and Sale Agreement (mutually executed by buyer and seller) (PFA 4.3.1) Certified Appraisal Report (PFA 4.3.2) A commitment from a title insurance company for an ALTA Lenders Title Insurance policy in a form acceptable to Horne in the amount of the Program Funds. The condition of title, the insurer, the liability amount, the form of policy, and the endorsements shall be subject to Horne approval. The policy shall insure that Sponsor holds good and marketable title (fee simple or leasehold) and shall show the Performance Deed of Trust and Declaration of Restrictions in the lien priority approved by Horne and only subject to such title exceptions as are approved by Horne, its designee, or CDSS; (PFA 4.3.3) Evidence of any additional funds necessary for Sponsor to acquire the property upon which the Project is to be constructed if the Program Funds are not providing the full amount of the acquisition costs; (PFA 4.3.4) Signed Escrow Instructions (PFA 4.3.5) If the SOW includes the acquisition of real property, Sponsor shall provide a Phase I Environmental Site Assessment (“ESA”) for the Project, in conformance with ASTM Standard Practice E 1527, evaluating whether the Project is affected by any recognized environmental conditions. If the Phase I ESA discloses evidence of recognized environmental conditions and Sponsor desires to proceed with the Project, Sponsor shall provide Horne with a Phase II report and any additional reports as required by Horne and in a form acceptable to Horne.

Sponsor shall also provide an asbestos assessment and a lead-based paint report for Horne’s approval if the Project involves rehabilitation or demolition of existing improvements. Prior to disbursement of Program Funds for real property acquisition, Horne shall require Sponsor to provide evidence to Horne that all recommendations of the Phase I or Phase II ESA have been complied with or shall be complied with prior to commencement of construction. Prior to disbursement of Program Funds for any rehabilitation work, Horne shall require the Sponsor to provide evidence that all asbestos and/or lead-based paint has been abated. (PFA Article 16)

TASK 9: REQUIREMENT FOR DISBURSEMENT OF PROGRAM FUNDS – CONSTRUCTION

Deliverables – Construction Plans and specifications for the construction work Plans and specifications for the construction work approved by Horne (PFA 4.4.1) An executed construction contract, based on a permitted set of construction plans with a licensed general contractor for an amount consistent with the construction costs in the approved Project budget, based on the sources and uses attached hereto as Exhibit A and Exhibit B (as the same may be modified from time to time, with prior notice to Horne, the “Project Budget”) that incorporates the requirements of this Agreement including, but not limited to, the prevailing wage requirements, and contains the Construction Contract Rider in the form attached as Attachment K; (PFA 4.4.2) Copies of labor and material bonds and performance bonds for the construction work in an amount equal to one hundred percent (100%) of the cost of construction, naming Horne and CDSS as co-obligees on the bonds;

(PFA4.4.3)

A written request for Program Funds on a form approved by Horne providing sufficient detail and with sufficient supporting documentation to permit Horne or its designee to confirm that the request is consistent with the terms of this Agreement and the Project Budget accompanied by (a) certification by Sponsor’s architect or project manager that the work for which disbursement is requested has been completed (although Horne reserves the right to inspect or have its designee inspect the Project and make an independent evaluation); (b) invoices and related back-up information and documentation required by Horne evidencing the amounts being requested; and (c) lien releases and/or mechanics lien title insurance endorsements reasonably acceptable to Horne; and (PFA 4.4.4) Applicable documents and deliverables described in Attachment H required for the disbursements of Program Funds. (PFA 4.4.5)

TASK 10: REQUIREMENT FOR DISBURSEMENT OF PROGRAM FUNDS – PRE-DEVELOPMENT

Description/Deliverables

Deliverables – Pre-Development Completed items applicable to Pre-Development outlined in Pre-Contracting Tasks 1-6 Completed items outlined in Post-Contracting Task 7

TOTAL:

TOTAL FUNDING AMOUNT =

PROGRAM FUNDS +

MATCH

$15,965,219

Applicant Instructions:

Please review the Budget Narrative and Glossary of Terms for any clarifications.

Please fill in yellow highlighted cells with as much accurate detail as possible. This budget is the basis of your funding.

Please seek & include professional development team estimates & actual bids with as much accurate detail as possible.

Please include Prevailing Wage labor costs for all relevant trades.

CCE APPLICANT INFORMATION

Applicant Name and Contact Information San Bernardino County a political subdivision organized and existing under the constitution and the laws of the State of California; Sharon Nevins, Director-

County or Tribal Nation San Bernardino County Organization Name:

Name of Proposed Project: Pacific Village Platinum Campus Projected Start Date: 2/1/2023

Contact Name, Email & Phone: Sharon Nevins, Director-Public Guardian, 909-891-3917, Assessor Parcel Number (APN) 1191-141-46 Assessor Parcel Number (APN)

CCE GRANT FULL BUDGET INFORMATION

Project Development Costs by Phase

Funded by Grant Funded by Match Total Costs

FEASIBILITY/DUE DILIGENCE

Owner Administration (10% autofill) $0 $0

Legal $1,980 $1,980 Architect $57,039 $57,039

Consultants (Specify) $0 $0 Engineers $30,209 $30,209

Construction Manager/Owner's Rep $42,251 $42,251 SIR (Site Investigation Report) $0 Site Surveys (soils & enviro) $145,000 $145,000

Other Feasibility / Due Diligence Costs $0 Other Feasibility / Due Diligence Costs $0

Contingency (10% autofill) $0 $0

Total Feasibility Costs $0 $276,479 $276,479

PRE-DEVELOPMENT - (CCE ONLY)

Owner Administration (10% autofill) $0 $0

Legal $4,950 $4,950 Architect (Schematic Design) $51,335 $51,335

Construction Manager/Owner's Rep $8,450 $8,450 Civil Engineering $6,549 $6,549 MEP Engineers $17,112 $17,112 Structural Engineer $6,549 $6,549

Consultants (Specify) $0 Other Pre-Dev Costs (Specify) $0 Other Pre-Dev Costs (Specify) $0 Other Pre-Dev Costs (Specify) $0

Contingency (20% autofill) $0 $0

Total Pre-Development Costs $0 $94,945 $94,945

DEVELOPMENT PLANNING

Owner Administration (10% autofill) $0 $0 Legal $4,950 $4,950

Architect (DD and CD's) $462,013 $462,013 Construction Manager/Owner's Rep $76,052 $76,052

Civil Engineer $58,940 $58,940 MEP Engineer $154,004 $154,004 Structural Engineer $58,940 $58,940

Consultants (Specify) $0 Consultants (Specify) $0 Consultants (Specify) $0

Other Dev Planning Costs (Specify) $0 Other Dev Planning Costs (Specify) $0 Other Dev Planning Costs (Specify) $0

Contingency (20% autofill) $0 $0

Total Development Planning Costs $0 $814,899 $814,899

LAND COSTS/ACQUISITION

Owner Administration (2% autofill) $0 $0 Land Cost or Value $0 Demolition $0 Legal $0 Broker Fee $0 Appraisal Fee $0 Construction Manager $0 Closing Costs $0 Land Lease Rent Prepayment $0 Other Acquisition Costs (Specify) $0 Contingency (5% autofill) $0 Total Land Costs $0 Existing Improvements Value (for Match) $0 Off-Site Improvements $0 Total Acquisition Costs $0

REHABILITATION

Owner Administration (5% autofill) $152,344 $152,344 Legal $3,000 $3,000 Construction Manager/Owner's Rep $60,000 $60,000 Physical Needs Assessment (PNA) $0 Site Work (Materials and Labor) $1,610,598 $1,610,598 Structures (Materials and Labor) $876,531 $876,531 General Requirements/Requirements $249,918 $249,918 Contractor Overhead $109,964 $109,964 Contractor Profit $109,964 $109,964 Prevailing Wages Administration $0 General Liability Insurance $14,845 $14,845 Relocation Costs $0 Project Inspection $0 Signage and Marketing $0 Furniture/Fixtures/Equipment (FFE) $12,053 $12,053 Urban Greening $0 Other Rehabilitation: (Specify) $0 Other Rehabilitation: (Specify) $0 Other Rehabilitation: (Specify) $0 Owner's Contingency (20% autofill) $639,843 $639,843

Total Rehabilitation Costs $3,839,060 $0 $3,839,060

NEW CONSTRUCTION

Owner Administration (5% autofill) $396,936 $396,936 Legal $3,000 $3,000 Construction Manager/Owner's Rep $266,246 $266,246 Site Work (Materials and Labor) $0 Hard Costs (Materials and Labor) $6,189,138 $6,189,138 General Conditions/Requirements $610,920 $610,920 Contractor Profit $537,610 $537,610 Prevailing Wages Administration $0 General Liability Insurance $36,289 $36,289 Project Inspection $0 FFE (Furniture/Fixtures/Equipment) $295,515 $295,515 Signage & Marketing $0

Urban Greening $0 Other New Construction: (Specify) $0 Other New Construction: (Specify) $0 Other New Construction: (Specify) $0 Other New Construction: (Specify) $0 Other New Construction: (Specify) $0 Owner's Contingency (20% autofill) $1,667,131 $1,667,131

Total New Construction Costs $10,002,785 $0 $10,002,785

CONSTRUCTION PERMITS & FEES

Owner Administration (10% autofill) $28,483 $28,483 Bond Premium or Subcontractor Default Insurance (SDI) $233,694 $233,694 Builders Risk Insurance $51,134 $51,134 Title and Recording $0 Permit Fees $0 Local Development Impact Fees $0 Employment Reporting $0 Other Const. Permits & Fees (Specify) $0 Other Const. Permits & Fees (Specify) $0 Other Const. Permits & Fees (Specify) $0 Owner's Contingency (10% autofill) $31,331 $31,331

Total Construction Permits & Fees $344,642 $344,642

RESERVES

Operating Reserves (Rehabilitation) $0 Transition Reserves (Move-in) $0 COSR Funds $0

Total Reserves Amount $0 $0 $0

OTHER PROJECT COSTS

Post Construction Commissioning $0 Marketing/PR/Communications $0 Move-In fees $0 Accounting/Reimbursable $0 Other Costs: (Specify) $0 Other Costs: (Specify) $0 Other Costs: (Specify) $0 Other Costs: (Specify) $0 Owner's Contingency (10% autofill) $0 $0

Total Other Project Costs $0 $0 $0

DEVELOPER COSTS

Developer Overhead $0 Consultants/Processing Agents $0 Project Administration $0 Other Developer Costs: (Specify) $0

Total Developer Costs $0 $0 $0 Developer Fee (5% autofill) $592,409 $592,409

TOTAL PROJECT COSTS $14,778,89 $1,186,323 $15,965,219

DECLARATION OF RESTRICTIONS

This Declaration of Restrictions (the "Declaration"), dated [Date of Recording], for reference purposes, San Bernardino County, a political subdivision organized and existing under the constitution and the laws of the State of California (the "Owner"), is hereby given to and on behalf of the Department of Social Services, a public agency of the State of California ("CDSS").

RECITALS

A. This Declaration affects Owner's interest in that certain real property commonly known as 2226 E Pacific Street, San Bernardino, CA 92346, located in the City of San Bernardino, County of San Bernardino, State of California, and the improvements thereon (the "Property"); as more particularly described and shown on Exhibit A attached hereto and incorporated herein by this reference;

B. Owner and Home LLP ("Horne"), as a contractor to CDSS, entered into that certain Program Funding Agreement, of even date herewith (the "Program Funding Agreement"), whereby Owner agreed to renovate or construct certain improvements on the Property and Home agreed to disburse funds to Owner in accordance with the tenns thereof (in an amount not to exceed Fourteen Million Seven Hundred Seventy-Eight Thousand Eight Hundred Ninety-Five and 00/100 Dollars ($14,778,895.00) (the "Program Funds");

C. The Program Funds are provided pursuant to the Community Care Expansion Program, authorized under Welfare and Institutions Code Section 18999.97-18999.98, established by California Assembly Bill No. 172 (Chapter 696, Statutes of 2021 ), to fund the acquisition, construction, or rehabilitation of adult and senior care facilities that service applicants and recipients of Supplemental Security Income/State Supplementary Payment ("SSI/SSP") and Cash Assistance Program for Immigrants ("CAPI") applicants and recipients who are experiencing or are at risk of homelessness; and

D. This Declaration shall be secured by a Performance Deed of Trust, the form of which is set forth in Attachment J to the Program Funding Agreement, encumbering Owner's fee interest in the Property; and the Property shall be owned, held, used, maintained, and transferred pursuant to the covenants, conditions, restrictions, and limitations as further described herein.

NOW, THEREFORE, in consideration of the foregoing and other valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Owner hereby covenants, agrees, and declares the following:

DECLARATION OF RESTRICTIONS

05-21-2024

San Bernardino County Department of Aging and Adult Services

784 E. Hospitality Lane

San Bernardino, CA 92415

Project: Pacific Village Platinum Campus

Dear San Bernardino County Department of Aging and Adult Services:

Community Care Expansion (CCE) Program Grant - Award Augmentation Notification

The purpose of this letter is to inform you that the California Department of Social Services (CDSS) has approved an additional $613,302 to San Bernardino County Department of Aging and Adult Services for the Community Care Expansion (CCE) Capital Expansion grant award for CCE-3585456821.

On January 06, 2023, CDSS notified you that up to $14,165,593 was reserved for San Bernardino County Department of Aging and Adult Services for the CCE Capital Expansion grant award based on the application package you submitted for the project named above. This additional $613,302 has been reserved for your project due to adjustment of developer fee costs relevant to executing the Program Funding Agreement. A total of up to $14,778,895 has been reserved for your project for your CCE Capital Expansion grant award.

HORNE, the CCE administrative entity, will share important details related to your project award augmentation. Please continue to work with your grant coordinator to submit any required documentation relevant to this award augmentation.

Thank you for the time and effort you put into the application process, as well as your commitment to helping improve residential care settings to serve seniors and adults with disabilities in your community. CDSS values our partnership and looks forward to working with you. If you have any questions, please contact your assigned HORNE Grant Coordinator.

Julie McQuitty Chief, Program Policy and Quality Assurance Branch

Housing and Homelessness Division

California Department of Social Services

Sincerely,