J1 - blue folder — Redondo Beach City Council, April 21, 2026 (part 2 of 2)

Attachment L
Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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1. Statement of Intent
The purpose of this Facility Access Agreement (" Agreement") is to provide the Department of Health Care Services (DHCS) with access to a property and facility owned and operated by Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency (" Sponsor") and which received grant funding through the Behavioral Health Continuum Infrastructure Program (BHCIP). Sponsor further agrees to provide information and documents to DHCS as outlined in this Agreement. Sponsor agrees to provide this facility access and to provide the information outlined in this document to enable DHCS to confirm Sponsor's compliance with BHICP grant requirements and restrictions and applicable federal regulations.

Sponsor enters into this Agreement as a condition of receipt of BHCIP grant funds and will comply with this Agreement for the term specified.

2. Background
DHCS oversees the BHCIP pursuant to Welfare and Institutions Code sections 5960 -5960.45.

DHCS established the BHCIP Round 4 Children and Youth grants to award competitive grants to qualified entities to construct, acquire, and rehabilitate real estate assets to expand the community continuum of behavioral health treatment resources in settings that serve children and youth, ages twenty-five (25) and younger, including, pregnant and postpartum women and their children; transition-age youth, ages eighteen ( 18) to twenty-five ( 25); and their families.

DHCS awarded the Sponsor a BHCIP Round 4 Children and Youth grant to acquire, expand, or construct certain improvements (the "Sponsor's Project") on that certain real property commonly known as 514 N. Prospect Avenue, located in the City of Redondo Beach, County of Los Angeles, State of California, and the improvements thereon (the " Property"); and, to operate the specific type of behavioral health facility (the "Facility") identified in Sponsor's grant application on the Property following the completion of the Sponsor's Project.

As part of DHCS's grant award to Sponsor, Sponsor entered into a contract with Advocates for Human Potential (AHP), who is acting as DHCS's program administrator to administer Round 4 Children and Youth grants, to undertake Sponsor's Project.

This Agreement between DHCS and Sponsor provides additional obligations the Sponsor has to DHCS as a condition of receiving all funds under Sponsor's contract with AHP and in order to comply with the requirements of the statutes governing BHCIP.

DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C Department of Health Care Services
Grantee: Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency
Agreement #R4-22-1901

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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3. Applicability of BHCIP Statutes
The statutes governing BHCIP are to be repealed by their own terms on January 1, 2027 (see Welfare and Institutions Code §5960.45.) It is the intent of the parties that Sponsor, and any subsequent owners of the Property, continue to be bound by the requirements of the BHCIP statutes and this Agreement for a minimum of 30 years from the date the Sponsor contracts with AHP, and shall continue in full force and effect for a period of at least thirty (30) years after the date of either of the following: (i) the date of issuance of a Certificate of Occupancy, if the Sponsor’ s Project is for construction of a new facility, or (ii) the date of recordation of a Notice of Completion, in the official records of the County, if the Sponsor’ s Project is for the rehabilitation, and/or expansion of an existing facility on the Property, notwithstanding the repeal of the BHCIP statutes. The BHCIP statutes, as written on the date of this Agreement, are hereby incorporated by reference into this Agreement.

4. Sponsor Obligations to DHCS
For a minimum of 30 years, the Sponsor shall:

A. Ensure that the Facility operates in compliance with the requirements set forth in Welfare and Institutions Code sections 5960-5960.45 and Section 8.A of this Agreement; B. Comply with the change of Facility use requirements contained in Section 8.B. of this Agreement, if applicable;
C. Maintain all books, accounting records, client records, and documents in accordance with the requirements set forth in Section 8.C. of this Agreement; D. Provide DHCS access to the Property, the Facility, books, accounting records, client records, and documents in accordance with the requirements set forth in Section 8.D. of this Agreement;
E. Provide DHCS with reports in the manner and frequency set forth in Cal. Welfare and Institutions Code sections 5960-5960.45 and Section 8.E. of this Agreement; and F. Require, as a condition of sale, that any subsequent owners of the Property comply with the terms of this Agreement, if the Sponsor transfers ownership of Facility at any time during the 30 years.

5. Service Location
The services shall be performed at the Property.

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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6. Service Hours
The services shall be provided during normal Sponsor working hours and days.

7. Project Representatives
A. The project representatives during the term of this Agreement will be:

Department of Health Care Services
Contract/Grant Manager: Holly Clifton
Telephone: (916) 345-7468
Fax: N/A
Email: [email protected]
Contractor's/Sponsor's Name
Contract/Grant Manager: Tom Bakaly
Telephone: +
Fax:

Email: [email protected]
B. Direct all inquiries to:

Department of Health Care Services
State of California
Attention: Behavioral Health Expansion
Branch, Community Services Division
1501 Capitol Avenue, MS 2635
Sacramento, CA 95814
Telephone: (916) 345-7468 Fax: N/A
Email: [email protected]
Contractor's/Sponsor's Name
Beach Cities Health District, formerly
known as South Bay Hospital District, a
governmental agency
Attention: Tom Bakaly
514 N Prospect Ave
Redondo Beach, CA 90277
Telephone: +
Fax:

Email: [email protected]
C. Either party may make changes to the information above by giving written notice to the other party. Said changes shall not require an amendment to this Agreement.

8. Services to be Performed
A. Operation of the Facility:

For a minimum of 30 years, the Sponsor shall comply with the following requirements:

1. Operate the Facility in accordance with all applicable requirements in Cal.

Welfare and Institutions Code sections 5960-5960.45;
DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C Department of Health Care Services
Grantee: Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency
Agreement #R4-22-1901

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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2. Operate the Facility as the type of behavioral health services facility identified in the Sponsor's DHCS approved BHCIP grant application, and to serve the populations identified in Sponsor's DHCS approved BHCIP grant application unless otherwise approved by DHCS in the manner described in Section 4.B below; and

3. Accept Medi-Cal beneficiaries.

B. Change in Facility Use
If Sponsor wants to change the type of behavioral health facility that it operates on the Property to something other than what was approved in the Sponsor's BHCIP grant application, or to change or expand populations to be served by the facility, the Sponsor shall submit a written request to DHCS prior to making such a change.

The Sponsor's written request shall:

1. Identify the desired type of behavioral health facility;

2. Identify the populations to be served by the facility;

3. Explain the need for the proposed change;

4. Identify any licenses, certifications, building modifications, staff, or any other requirement that the Sponsor must obtain before being able to make the proposed change; and
DHCS has absolute discretion to permit or deny the request and may require the Sponsor to provide additional information to evaluate the Sponsor's request.

C. Record Retention

1. The Sponsor shall maintain books, accounting records, client records, and other documents, in a manner sufficient to properly reflect all direct and indirect costs of operating the Property during the term of this Agreement, including any matching costs and expenses. The foregoing constitutes "records" for the purpose of this provision.

2. The Sponsor's records and the Property's and Facility's records shall be subject at all reasonable times to inspection, audit, and reproduction by authorized representatives of the State of California, including DHCS or its authorized representatives.

3. The Sponsor agrees that departments authorized to represent the State of California (including DHCS, the Department of Finance or its authorized representatives, the Bureau of State Audits, or their designated representatives) and authorized representatives of the United States (including the Comptroller DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C Department of Health Care Services
Grantee: Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency
Agreement #R4-22-1901

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

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General) shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this Agreement. The Sponsor agrees to allow these state representatives access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, the Sponsor agrees to include a similar right of the State to audit records and interview staff in any subcontract related to performance of this Agreement. (Cal. Gov. Code § 8546.7, 2 CCR 1896.77.)

4. The Sponsor shall preserve and make available its records (1) for a period of three years from the expiration of this Agreement, and (2) for such longer period, if any, as is required by applicable statute, by any other provision of this Agreement. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the three-year period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular three-year period, whichever is later.

5. The Sponsor may, at its discretion, following the expiration of this Agreement, reduce its accounts, books and records related to this Agreement to microfilm, computer disk, CD ROM, DVD, or other data storage medium. Upon request by DHCS or an authorized DHCS representative to inspect, audit or obtain copies of said records, the Sponsor shall supply or make available applicable devices, hardware, and/or software necessary to view, copy and/or print said records.

Applicable devices may include, but are not limited to, microfilm readers and microfilm printers, etc.

D. DHCS Monitoring

1. DHCS, or its authorized representatives, has the right at all reasonable times to inspect the Property and the Facility. If DHCS exercises this right to inspect, the Sponsor shall provide access to the Property and the Facility, and shall provide reasonable assistance for the safety and convenience of the DHCS or its authorized representatives in the performance of their duties. All inspections and evaluations shall be performed in such a manner as will not unduly delay the work.

E. Proof of Insurance
Beginning five years after Sponsor enters into the contract with AHP, the Sponsor shall provide DHCS with proof of insurance for the Property annually or whenever there is a change in coverage.

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

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F. Assignment of this Agreement Following the Transfer of Ownership of the Facility If at any time during the 30 year period of this Agreement, the Sponsor sells, gifts, or otherwise transfers ownership of the Property, in whole or in part, the Sponsor shall ensure that, as a condition of the ownership transfer, the subsequent owner of the Property complies with the terms of this Agreement.

Prior to finalizing any transfer of ownership of the Property, the Sponsor shall request that DHCS formally amend this Agreement to assign the Sponsor's obligations under this Agreement to the subsequent owner of the Property.

This Agreement is not assignable by the Sponsor, either in whole or in part, without the consent of DHCS.

G. Remedies
If the Sponsor violates the terms of this contract, DHCS or another department authorized to represent the State of California, may impose a corrective action plan and/or take any of the following enforcement actions:

1. Direct AHP to temporarily withhold any grant payments pending correction of the deficiency.

2. Disallow all or part of the cost of the activity or action not in compliance.

3. Direct AHP to wholly or partly suspend or terminate the grant award.

4. Withhold or deny further BHCIP awards to the Sponsor.

5. Require the Sponsor to forfeit and return all or part of the grant funds, including any interest, and/or

6. Require the Sponsor to forfeit and return all unused grant funds, including any interest.

DHCS (or another department authorized to represent the State of California) may specify the timeframes and deadlines for the Sponsor's compliance with the above remedies. All remedies required by DHCS shall be final and are not subject to administrative review.

DHCS (or another department authorized to represent the State of California) may take any other permissible remedies available in law and equity to enforce the terms of this Agreement.

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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9. Americans with Disabilities Act
Contractor agrees to ensure that deliverables developed and produced, pursuant, to this Agreement shall comply with the accessibility requirements of Sections 7405 and 11135 of the California Government Code, Section 508 of the Rehabilitation Act of 1973 as amended (29 U.S.C. § 794d), regulations implementing the Rehabilitation Act of 1973 as set forth in Part 1194 of Title 36 of the Code of Federal Regulations, and the Americans with Disabilities Act of 1990 (42 U.S.C. § 12101 et seq.). In 1998, Congress amended the Rehabilitation Act of 1973 to require Federal agencies to make their electronic and information technology (EIT) accessible to people with disabilities. California Government Code Sections 7405 and 11135 codifies Section 508 of the Rehabilitation Act of 1973 requiring accessibility of EIT.

10. Agreement Execution
This Facility Access Agreement shall be signed by the California Department of Health Care Services and by a representative of Sponsor, who by signing warrants that they have the requisite authority to enter into this Agreement on behalf of Sponsor. This Agreement shall be effective as of the date that the complete document is signed or the date that the contract between Sponsor and AHP goes into effect, whichever date is later.

SIGNATURES ON THE FOLLOWING PAGE
DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C Department of Health Care Services
Grantee: Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency
Agreement #R4-22-1901

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Facility Access Agreement
Behavioral Health Continuum Infrastructure Program (BHCIP) Round 4: Children and Youth

ATTACHMENT L FACILITY ACCESS AGREEMENT
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Sponsor's Authorized Representative's Signature
Tom Bakaly, Chief Executive Officer
Sponsor Representative's Name in Print and Title
Date
DHCS Representative Signature
Holly Clifton, Section Chief
Community Services Division / Behavioral Health Continuum Infrastructure Program Section
DHCS Representative Name in Print and Title
Date
DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C 5/12/2023

ATTACHMENT M PERFORMANCE DEED OF TRUST
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Attachment M

PERFORMANCE DEED OF TRUST,

SECURITY AGREEMENT AND FIXTURE FILING

THIS PERFORMANCE DEED OF TRUST, SECURITY AGREEMENT AND FIXTURE FILING Performance Deed of Trust") is made as of _____________, 2023, by and among Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency (" Trustor"), None Title Company, a California corporation ("Trustee"), and the California Department of Health Care Services, a public agency of the State of California ("DHCS" and "Beneficiary"). Beneficiary or another authorized representative of the State of California designated by Beneficiary may enforce this instrument and take any remedies available in law or equity.

RECITALS
A. Trustor owns a fee title interest in that certain real property commonly known as 514 N.

Prospect Avenue, located in the City of Redondo Beach, County of Los Angeles, 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. Beneficiary established the Behavioral Health Continuum Infrastructure Program BHCIP") to award competitive grants to qualified entities to construct, acquire, and rehabilitate real estate assets to build new capacity or expand existing capacity for facilities that will operate for a minimum of thirty (30) years to provide short-term crisis stabilization, acute and subacute care, crisis residential, community-based mental health residential, substance use disorder residential, peer respite, community and outpatient behavioral health services, and other clinically enriched longer term treatment and rehabilitation options for persons with behavioral health disorders in the least restrictive and least costly settings. On June 1, 2022, DHCS issued a Request for Applications ("RFA") for BHCIP Round 4 grant awards and selected Trustor's Project as a recipient of a BHCIP grant award.

Advocates for Human Potential, Inc., a Massachusetts corporation ("AHP"), acting as an authorized agent for DHCS and program administrator for BHCIP, entered into a Program Funding Agreement (the Program Funding Agreement") dated________, with Trustor for the distribution of BHCIP Program Funds to Trustor to acquire, expand, or construct certain improvements on the Property to operate behavioral health services in the BHCIP financed facility ("Trustor's Project"), as described in Exhibit B attached hereto, for a minimum of thirty (30) years. AHP will disburse funds to Trustor in accordance

RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:

Advocates for Human Potential, Inc.
490-B Boston Post Road
Sudbury, MA 01776-3365
Attention: Legal Department

NO FEE FOR RECORDING PURSUANT TO
GOVERNMENT CODE SECTION 27383

SPACE ABOVE THIS LINE FOR RECORDER'S USE
DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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with the terms of the Program Funding Agreement (in an amount not to exceed Six Million Three Hundred Thirty-Six Thousand Seven Hundred Two 00/100 Dollars ($6,336,702.00) (the "Program Funds");
C. The Property is subject to the requirements of the BHCIP (authorized under Welfare and Institutions Code Sections 5960-5960.45, established by California Assembly Bill No. 133 (Chapter 143, Statutes of 2021) and will remain subject to BHCIP for a term for thirty (30) years notwithstanding the repeal of the BHCIP authorizing statutes.

D. As a condition of receiving the Program Funds, the Beneficiary is requiring Trustor to execute and record against the Trustor's fee interest in the Property, a Regulatory Agreement and Declaration of Restrictions dated________________ ( the "Declaration of Restrictions") limiting the use of the Property to certain restricted uses for a minimum of thirty (30) years. The Declaration of Restrictions is required to be secured by this Performance Deed of Trust encumbering Trustor's fee interest in the Property.

E. Trustor has agreed to execute and deliver to Beneficiary this Performance Deed of Trust as security for the performance of all obligations of Trustor under the Program Funding Agreement, and the Declaration of Restrictions (collectively, this Performance Deed of Trust, the Program Funding Agreement, and the Declaration of Restrictions shall be referred to herein as the "Program Documents") and any and all modifications, extensions, amendments, replacements thereto, and under any other instrument or agreement entered into by and between Beneficiary and Trustor related to the Property.

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

ARTICLE 1

GRANT OF SECURITY INTEREST
Section 1.1 Grant of Security Interest.

By executing and delivering this Performance Deed of Trust, the Trustor irrevocably grants to the Trustee, in trust for the benefit of the Beneficiary as security for the performance of the obligations described in Section 1.2, with a power of sale, and subject to the terms of this Performance Deed of Trust, all of Trustor's interests, estates, rights, and claims in or to the Security whether the interest, estate, right, or claim is held by the Trustor as of the date of this Deed of Trust or arises in the future.

Security means:
a) Trustor's fee interest in the Property;
b) all interest, estates or other claims, both in law and in equity which Trustor now has or may hereafter acquire in the Property;
DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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c) all easements, rights-of-way and rights used in connection therewith or as a means of access thereto, including (without limiting the generality of the foregoing) all tenements, hereditaments and appurtenances thereof and thereto;
d) any and all buildings and improvements of every kind and description now or hereafter erected thereon, and all property of Trustor now or hereafter affixed to or placed upon the Property;
e) all building materials and equipment now or hereafter delivered to said property and intended to be installed therein;
f) all right, title and interest of Trustor, now owned or hereafter acquired, in and to any land lying within the right-of-way of any street, open or proposed, adjoining the Property, and any and all sidewalks, alleys and strips and areas of land adjacent to or used in connection with the Property; g) all estate, interest, right, title, other claim or demand, of every nature, in and to such property, including the Property, both in law and in equity, including, but not limited to, all deposits made with or other security given by Trustor to utility companies, the proceeds from any or all of such property, including the Property, claims or demands with respect to the proceeds of insurance in effect with respect thereto, which Trustor now has or may hereafter acquire, any and all awards made for the taking by eminent domain or by any proceeding or purchase in lieu thereof of the whole or any part of such property;
h) all of Trustor's interest in all articles of personal property or fixtures now or hereafter attached to or used in and about the building or buildings now erected or hereafter to be erected on the Property which are necessary to the complete and comfortable use and occupancy of such building or buildings for the purposes for which they were or are to be erected, including all other goods and chattels and personal property as are ever used or furnished in operating a building, or the activities conducted therein, similar to the one herein described and referred to, and all renewals or replacements thereof or articles in substitution therefor, whether or not the same are, or shall be attached to said building or buildings in any manner; and
i) all of Trustor's interest in all building materials, fixtures, equipment, work in process and other personal property to be incorporated into the Property; all goods, materials, supplies, fixtures, equipment, machinery, furniture and furnishings, signs and other personal property now or hereafter appropriated for use on the Property, whether stored on the Property or elsewhere, and used or to be used in connection with the Property; all rents, issues and profits, and all inventory, accounts, accounts receivable, contract rights, general intangibles, chattel paper, instruments, documents, notes, drafts, letters of credit, insurance policies, insurance and condemnation awards and proceeds, trade names, trademarks and service marks arising from or related to the Property and any business conducted thereon by Trustor; all replacements, additions, accessions and proceeds; and all books, records and files relating to any of the foregoing.

Section 1.2 Secured Obligations.

The grant made in Section 1.1 is made as security for the following obligations of Trustor:

DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

ATTACHMENT M PERFORMANCE DEED OF TRUST
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a) Due, prompt and complete observance, performance and discharge of each and every obligation, covenant or agreement of Trustor contained herein and in the other Program Documents and any and all modifications, extensions, amendments, replacements thereto, and contained in any other instrument or agreement entered into between Beneficiary and Trustor relating to the Property, which documents are incorporated herein by reference; and b) Operate behavioral health services in Trustor's Project on the Property, as described in Exhibit B attached hereto, for a minimum of thirty (30) years, subject to any use modifications or use changes approved by DHCS and duly recorded as amendments to this instrument. c) Payment of any sums advanced by Beneficiary to protect the Security pursuant to the terms and provisions of this Performance Deed of Trust following a breach of Trustor's obligation to advance said sums and the expiration of any applicable cure period, with interest thereon as provided herein.

ARTICLE 2

MAINTENANCE AND MODIFICATION

OF THE PROPERTY AND SECURITY
Section 2.1 Maintenance and Modification of the Property by Trustor.

The Trustor agrees that at all times prior to the expiration or early termination of the Program Documents, the Trustor will, at the Trustor's own expense, maintain, preserve and keep the Security or cause the Security to be maintained and preserved in good condition. The Trustor will from time to time make or cause to be made all repairs, replacements and renewals deemed proper and necessary by it.

The Beneficiary shall have no responsibility in any of these matters or for the making of improvements or additions to the Security.

Trustor agrees to pay fully and discharge (or cause to be paid fully and discharged) all claims for labor done and for material and services furnished in connection with the Security, diligently to file or procure the filing of a valid notice of cessation upon the event of a cessation of labor on the work or construction on the Security for a continuous period of thirty (30) days or more, and to take all other reasonable steps to forestall the assertion of claims of lien against the Security of any part thereof.

Trustor irrevocably appoints, designates and authorizes Beneficiary as its agent (said agency being coupled with an interest) with the authority, but without any obligation, to file or record any notices of completion or cessation of labor or any other notice that Beneficiary reasonably deems necessary or desirable to protect its interest in and to the Security or the Program Documents; provided, however, that Beneficiary shall exercise its rights as agent of Trustor only in the event that Trustor shall fail to take, or shall fail to diligently continue to take, those actions as hereinbefore provided, and all such rights of Beneficiary shall be subject to the rights of senior lenders approved by Beneficiary.

Upon demand by Beneficiary, Trustor shall make or cause to be made such demands or claims as Beneficiary shall specify upon laborers, materialmen, subcontractors or other persons who have furnished or claim to have furnished labor, services or materials in connection with the Security.

Nothing herein contained shall require Trustor to pay any claims for labor, materials or services which Trustor in good faith disputes and is diligently contesting provided that Trustor, upon written request of DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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Beneficiary, shall, within thirty (30) days after the filing of any claim of lien, record in the Office of the Recorder of Los Angeles County, a surety bond in an amount 1 and 1/2 times the amount of such claim item to protect against a claim of lien.

Section 2.2 Granting of Easements.

Trustor may not grant easements, licenses, rights-of-way or other rights or privileges in the nature of easements with respect to any property or rights included in the Security except those required or desirable for installation and maintenance of public utilities including, without limitation, water, gas, electricity, sewer, telephone and telegraph, or those required by law and as approved, in writing, by Beneficiary, which approval shall not be unreasonably delayed, conditioned, or withheld.

ARTICLE 3
TAXES AND INSURANCE; ADVANCES
Section 3.1 Taxes, Other Governmental Charges and Utility Charges.

Trustor shall pay, or cause to be paid, at such times and in such manner as to prevent any penalty from accruing, or any lien or charge from attaching, all taxes, assessments, charges and levies imposed by any public authority or utility company which are or may become a lien affecting the Security or any part thereof; provided, however, that Trustor shall not be required to pay and discharge any such tax, assessment, charge or levy so long as: ( a) the legality thereof shall be promptly and actively contested in good faith and by appropriate proceedings; and (b) Trustor maintains reserves adequate to pay any liabilities contested pursuant to this Section. With respect to taxes, special assessments or other similar governmental charges, Trustor shall pay such amount in full prior to the attachment of any lien therefor on any part of the Security; provided, however, if such taxes, assessments or charges may be paid in installments, Trustor may pay in such installments. Except as provided in clause (b) of the first sentence of this paragraph, the provisions of this Section shall not be construed to require that Trustor maintain a reserve account, escrow account, impound account or other similar account for the payment of future taxes, assessments, charges and levies.

In the event that Trustor shall fail to timely pay any of the foregoing items required by this Section to be paid by Trustor, Beneficiary may (but shall be under no obligation to) pay the same, after Beneficiary has notified Trustor of such failure to pay and Trustor fails to fully pay such items within seven (7) business days after receipt of such notice. Any amount so advanced therefor by Beneficiary, together with interest thereon from the date of such advance at the maximum rate permitted by law, shall become an additional obligation of Trustor to Beneficiary and shall be secured hereby, and Trustor agrees to pay all such amounts.

Section 3.2 Provisions Respecting Insurance.

Trustor agrees to acquire and maintain insurance conforming in all respects to that required under the Program Documents during the course of any construction and operation of the improvements located on the Property, and at all times until all obligations secured hereunder are fulfilled and all amounts secured have been paid, and this Performance Deed of Trust is reconveyed.

DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

ATTACHMENT M PERFORMANCE DEED OF TRUST
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All such insurance policies and coverages shall be maintained at Trustor's sole cost and expense.

Certificates of insurance for all of the above insurance policies, showing the same to be in full force and effect, shall be delivered to Beneficiary upon demand therefor at any time prior to the expiration of the Program Documents.

Section 3.3 Advances.

In the event Trustor shall fail to acquire and/or maintain the full insurance coverage required by this Performance Deed of Trust or shall fail to keep the Security in accordance with the Program Documents, Beneficiary, after at least seven (7) days prior notice to Trustor, may (but shall be under no obligation to) take out the required policies of insurance and pay the premiums on the same or may make such repairs or replacements as are necessary and provide for payment thereof; and all amounts so advanced therefor by Beneficiary shall become an additional obligation of Trustor to Beneficiary together with interest as set forth below) and shall be secured hereby, which amounts Trustor agrees to pay on the demand of Beneficiary, and if not so paid, shall bear interest from the date of the advance at the lesser of ten percent (10%) per annum or the maximum rate permitted by law until paid in full by Trustor.

ARTICLE 4

DAMAGE, DESTRUCTION OR CONDEMNATION
Section 4.1 Awards and Damages.

Subject to the rights of senior mortgage lenders approved by Beneficiary, all judgments, awards of damages, settlements and compensation made in connection with or in lieu of: (a) taking of all or any part of or any interest in the Property by or under assertion of the power of eminent domain; (b) any damage to or destruction of the Property or in any part thereof by insured casualty; and (c) any other injury or damage to all or any part of the Property (collectively, the "Funds") are hereby assigned to and shall be paid directly to Beneficiary by a wire transfer or check made payable to Beneficiary.

Beneficiary is authorized and empowered (but not required) to collect and receive any such Funds and is authorized to apply them in whole or in part upon any indebtedness or obligation secured hereby, in such order and manner as Beneficiary shall determine at its sole option. Beneficiary shall be entitled to settle and adjust all claims under insurance policies provided under this Performance Deed of Trust and may deduct and retain from the proceeds of such insurance the amount of all expenses incurred by it in connection with any such settlement or adjustment. All or any part of the amounts so collected and recovered by Beneficiary may be released to Trustor upon such conditions as Beneficiary may impose for its disposition, and Beneficiary agrees to release the Funds to Trustor to rebuild the improvements located on the Property provided Trustor demonstrates to Beneficiary that such rebuilding is economically feasible. Application of all or any part of the Funds collected and received by Beneficiary or the release thereof shall not cure or waive any default under this Performance Deed of Trust. All rights of Beneficiary under this Section are subject to the rights of any senior mortgage lender approved by Beneficiary.

ARTICLE 5
AGREEMENTS AFFECTING THE PROPERTY; FURTHER ASSURANCES
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Section 5.1 Other Agreements Affecting Property.

Trustor shall duly and punctually perform all terms, covenants, conditions and agreements binding upon it under the Program Documents and any other agreement of any nature whatsoever now or hereafter involving or affecting the Security or any part thereof.

Section 5.2 Agreement to Pay Attorneys' Fees and Expenses.

In the event of any Event of Default (as defined below) hereunder, and if Beneficiary should employ attorneys or incur other expenses for the collection of any amounts due or the enforcement of performance or observance of an obligation or agreement on the part of Trustor in this Performance Deed of Trust, Trustor agrees that it shall, on demand therefor, pay to Beneficiary the reasonable fees of such attorneys and such other reasonable expenses so incurred by Beneficiary; and any such amounts paid by Beneficiary shall be added to the indebtedness secured by the lien of this Performance Deed of Trust, and shall bear interest from the date such expenses are incurred at the lesser of ten percent (10%) per annum or the maximum rate permitted by law.

Section 5.3 Personal Property.

To the maximum extent permitted by law, the personal property subject to this Performance Deed of Trust shall be deemed to be fixtures and part of the Property and this Performance Deed of Trust shall constitute a fixtures filing under the California Uniform Commercial Code. As to any personal property not deemed or permitted to be fixtures, this Performance Deed of Trust shall constitute a security agreement under the California Uniform Commercial Code.

Section 5.4 Financing Statement.

Trustor shall execute and deliver to Beneficiary such financing statements pursuant to the appropriate statutes, and any other documents or instruments as are required to convey to Beneficiary a valid perfected security interest in the Security. Trustor agrees to perform all acts which Beneficiary may reasonably request so as to enable Beneficiary to maintain such valid perfected security interest in the Security in order to secure Trustor's obligations under the Program Documents. Beneficiary is authorized to file a copy of any such financing statements or any other documents or instruments in any jurisdiction(s) as it shall deem appropriate from time to time in order to protect the security interest established pursuant to this instrument.

Section 5.5 Operation of the Security.

Trustor shall be solely responsible for operating the Security (and, in case of a transfer of a portion of the Security subject to this Performance Deed of Trust, the transferee shall operate such portion of the Security) in full compliance with the Program Documents.

Section 5.6 Inspection of the Security.

At any and all reasonable times upon forty-eight (48) hours' notice, Beneficiary and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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without payment of charges or fees, to inspect the Security, provided, however, that any such inspection shall not unreasonably disturb any tenants or other occupants of the Property.

Section 5.7 Nondiscrimination.

Trustor herein covenants by and for itself, its heirs, executors, administrators, successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, age, sex, sexual orientation, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Security, nor shall Trustor itself or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the Security. The foregoing covenants shall run with the land.

ARTICLE 6

HAZARDOUS WASTE
Trustor shall keep and maintain the Property in compliance with, and shall not cause or permit the Property to be in violation of any federal, state or local laws, ordinances or regulations relating to industrial hygiene or to the environmental conditions on, under or about the Property including, but not limited to, soil and ground water conditions. Trustor shall not use, generate, manufacture, store or dispose of on, under, or about the Property or transport to or from the Property any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, including without limitation, any substances defined as or included in the definition of "hazardous substances," hazardous wastes," " hazardous materials," or "toxic substances" under any applicable federal or state laws or regulations (collectively referred to hereinafter as " Hazardous Materials") except such of the foregoing as may be customarily and lawfully kept and used in the rehabilitation and/or operation of the Property or as may be customarily kept and used in and about facilities such as the Property.

Trustor shall immediately advise Beneficiary in writing if at any time it receives written notice of (i) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against Trustor or the Property pursuant to any applicable federal, state or local laws, ordinances, or regulations relating to any Hazardous Materials ("Hazardous Materials Law"); (ii) all claims made or threatened by any third party against Trustor or the Property relating to damage, contribution, cost recovery compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in clauses (i) and (ii) above hereinafter referred to a " Hazardous Materials Claims"); and (iii) Trustor's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Property or any part thereof to be classified as " border-zone property" under the provision of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property under any Hazardous Materials Law.

Beneficiary shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any Hazardous Materials Claims and to have its reasonable attorneys' fees in connection therewith paid by Trustor. Trustor shall indemnify, defend, and hold harmless Beneficiary and its board members, supervisors, directors, officers, employees, agents, successors and assigns from and against any loss, damage, cost, expense or liability directly or indirectly arising out of or attributable to the use, generation, storage, release, threatened release, discharge, DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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disposal, or presence of Hazardous Materials on, under, or about the Property including without limitation: (a) all foreseeable consequential damages; (b) the costs of any required or necessary repair, remediation, cleanup or detoxification of the Property and the preparation and implementation of any closure, remedial or other required plans; and (c) all reasonable costs and expenses incurred by Beneficiary in connection with clauses (a) and (b), including but not limited to reasonable attorneys' fees.

Without Beneficiary's prior written consent, which shall not be unreasonably withheld, Trustor shall not take any remedial action in response to the presence of any Hazardous Materials on, under or about the Property, nor enter into any settlement agreement, consent decree, or other compromise with respect to any Hazardous Material Claims, which remedial action, settlement, consent decree or compromise might, in Beneficiary's reasonable judgement, impair the value of Beneficiary's security hereunder; provided, however, that Beneficiary's prior consent shall not be necessary in the event that the presence of Hazardous Materials on, under, or about the Property either poses an immediate threat to the health, safety or welfare of any individual or is of such a nature that an immediate remedial response is necessary and it is not reasonably possible to obtain Beneficiary's consent before taking such action, provided that in such event Trustor shall notify Beneficiary as soon as practicable of any action so taken. Beneficiary agrees not to withhold its consent, where such consent is required hereunder, if either: (i) a particular remedial action is ordered by a court of competent jurisdiction; (ii) Trustor will or may be subjected to civil or criminal sanctions or penalties if it fails to take a required action; (iii) Trustor establishes to the reasonable satisfaction of Beneficiary that there is no reasonable alternative to such remedial action which would result in less impairment of Beneficiary's security hereunder; or (iv) the action has been agreed to by Beneficiary.

Trustor hereby acknowledges and agrees that: (i) this Article is intended as Beneficiary's written request for information (and Trustor's response) concerning the environmental condition of the Property as required by California Code of Civil Procedure Section 726.5; and (ii) each representation and warranty in this Performance Deed of Trust or any of the other Program Documents (together with any indemnity applicable to a breach of any such representation and warranty) with respect to the environmental condition of the property is intended by Beneficiary and Trustor to be an "environmental provision" for purposes of California Code of Civil Procedure Section 736.

In the event that any portion of the Property is determined to be "environmentally impaired" (as that term is defined in California Code of Civil Procedure Section 726.5(e)(3)) or to be an "affected parcel" ( as that term is defined in California Code of Civil Procedure Section 726.5(e)(1)), then, without otherwise limiting or in any way affecting Beneficiary's or Trustee's rights and remedies under this Performance Deed of Trust, Beneficiary may elect to exercise its rights under California Code of Civil Procedure Section 726.5(a) to (1) waive its lien on such environmentally impaired or affected portion of the Property and (2) exercise (a) the rights and remedies of an unsecured creditor, including reduction of its claim against Trustor to judgment, and (b) any other rights and remedies permitted by law. For purposes of determining Beneficiary's right to proceed as an unsecured creditor under California Code of Civil Procedure Section 726.5(a), Trustor shall be deemed to have willfully permitted or acquiesced in a release or threatened release of hazardous materials, within the meaning of California Code of Civil Procedure Section 726.5(d)(1), if the release or threatened release of hazardous materials was knowingly or negligently caused or contributed to by any lessee, occupant, or user of any portion of the Property and Trustor knew or should have known of the activity by such lessee, occupant, or user which caused DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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or contributed to the release or threatened release. All costs and expenses, including (but not limited to) attorneys' fees, incurred by Beneficiary in connection with any action commenced under this paragraph, including any action required by California Code of Civil Procedure Section 726.5(b) to determine the degree to which the Property is environmentally impaired, plus interest thereon at the lesser of ten percent (10%) or the maximum rate permitted by law, until paid, shall be added to the indebtedness secured by this Performance Deed of Trust and shall be due and payable to Beneficiary upon its demand made at any time following the conclusion of such action.

Trustor is aware that California Civil Code Section 2955.5(a) provides as follows: "No lender shall require a borrower, as a condition of receiving or maintaining a loan secured by real property, to provide hazard insurance coverage against risks to the improvements on that real property in an amount exceeding the replacement value of the improvements on the property.

ARTICLE 7

EVENTS OF DEFAULT AND REMEDIES
Section 7.1 Events of Default.

The following shall constitute Events of Default following the expiration of any applicable notice and cure periods: (a) failure to observe or perform any of Trustor's covenants, agreements or obligations under this Performance Deed of Trust; (b) violation of any of the covenants, agreements or obligations under any of the other Program Documents; or (c) failure to make any payment or perform any of Trustor's other covenants, agreements, or obligations under any other debt instruments or regulatory agreement secured by the Property, which default shall not be cured within the times and in the manner provided therein.

Section 7.2 Beneficiary's Right to Enter and Take Possession.

All rights of Beneficiary under this Section are subject to the rights of any senior mortgage lender approved by Beneficiary. If an Event of Default shall have occurred and be ongoing, Beneficiary may:
a) Either in person or by agent, with or without bringing any action or proceeding, or by a receiver appointed by a court, and without regard to the adequacy of its security, enter upon the Security and take possession thereof (or any part thereof) and of any of the Security, in its own name or in the name of Trustee, and do any acts which it deems necessary or desirable to preserve the value or marketability of the Property, or part thereof or interest therein, increase the income therefrom or protect the security thereof. The entering upon and taking possession of the Security shall not cure or waive any Event of Default or Notice of Default (as defined below) hereunder or invalidate any act done in response to such Event of Default or pursuant to such Notice of Default and, notwithstanding the continuance in possession of the Security, Beneficiary shall be entitled to exercise every right provided for in this Performance Deed of Trust, or by law upon occurrence of any Event of Default, including the right to exercise the power of sale;
b) Commence an action to foreclose this Performance Deed of Trust as a mortgage, appoint a receiver, or specifically enforce any of the covenants hereof; DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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c) Deliver to Trustee a written declaration of default and demand for sale, and a written notice of default and election to cause Trustor's interest in the Security to be sold ("Notice of Default and Election to Sell"), which notice Trustee or Beneficiary shall cause to be duly filed for record in the Official Records of the county in the jurisdiction where the Property is located; or d) Exercise any and all other rights and remedies provided herein, in the instruments by which Trustor acquires title to any Security, or in any other document or agreement now or hereafter evidencing, creating or securing all or any portion of the obligations secured hereby, or provided by law or equity.
e) Notwithstanding the above, at its election, Beneficiary may exercise the remedies of specific performance or injunctive relief at any time in the event of a default under or breach of the terms of the Program Documents.

Section 7.3 Foreclosure By Power of Sale.
a) Should Beneficiary elect to foreclose by exercise of the power of sale herein contained, Beneficiary shall give notice to Trustee (the "Notice of Sale") and shall deposit with Trustee this Performance Deed of Trust which is secured hereby (and the deposit of which shall be deemed to constitute evidence that the performance obligations or sums due under the Program Documents are immediately required, or due and payable), and such receipts and evidence of any expenditures made that are additionally secured hereby as Trustee may require. b) Upon receipt of such notice from Beneficiary, Trustee shall cause to be recorded, published and delivered to Trustor such Notice of Default and Election to Sell as then required by law and by this Performance Deed of Trust. Trustee shall, without demand on Trustor, after lapse of such time as may then be required by law or equity and after recordation of such Notice of Default and Election to Sell and after Notice of Sale having been given as required by law, sell the Security, at the time and place of sale fixed by it in said Notice of Sale, whether as a whole or in separate lots or parcels or items as Trustee shall deem expedient and in such order as it may determine unless specified otherwise by Trustor according to California Civil Code Section 2924g(b), at public auction to the highest bidder, for cash in lawful money of the United States payable at the time of sale. Trustee shall deliver to such purchaser or purchasers thereof its good and sufficient deed or deeds conveying the property so sold, but without any covenant or warranty, express or implied. The recitals in such deed or any matters of facts shall be conclusive proof of the truthfulness thereof. Any person, including, without limitation, Trustor, Trustee or Beneficiary, may purchase at such sale, and Trustor hereby covenants to warrant and defend the title of such purchaser or purchasers. c) After deducting all reasonable costs, fees and expenses of Trustee, including costs of evidence of title in connection with such sale, Trustee shall apply the proceeds of sale to payment of:
1) amounts due to Beneficiary with respect to the Program Documents, including the amounts set forth in Section 6.2 above; (2) all other sums then secured hereby; and (3) the remainder, if any, to Trustor. d) Trustee may postpone sale of all or any portion of the Property by public announcement at such time and place of sale, and from time to time thereafter, and without further DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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notice make such sale at the time fixed by the last postponement, or may, in its discretion, give a new Notice of Sale.

Section 7.4 Receiver.

If an Event of Default shall have occurred and be continuing, Beneficiary, as a matter of right and without further notice to Trustor or anyone claiming under the Security, and without regard to the then value of the Security or the interest of Trustor therein, shall have the right to apply to any court having jurisdiction to appoint a receiver or receivers of the Security (or a part thereof), and Trustor hereby irrevocably consents to such appointment and waives further notice of any application therefor.

Any such receiver or receivers shall have all the usual powers and duties of receivers in like or similar cases, and all the powers and duties of Beneficiary in case of entry as provided herein, and shall continue as such and exercise all such powers until the date of confirmation of sale of the Security, unless such receivership is sooner terminated.

Section 7.5 Remedies Cumulative.

No right, power or remedy conferred upon or reserved to Beneficiary by this Performance Deed of Trust is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given hereunder or now or hereafter existing at law or in equity.

Section 7.6 No Waiver.
a) No delay or omission of Beneficiary to exercise any right, power or remedy accruing upon any Event of Default shall exhaust or impair any such right, power or remedy, or shall be construed to be a waiver of any such Event of Default or acquiescence therein; and every right, power and remedy given by this Performance Deed of Trust to Beneficiary may be exercised from time to time and as often as may be deemed expeditious by Beneficiary. Beneficiary 's express or implied consent to a breach by Trustor, or a waiver of any obligation of Trustor hereunder shall not be deemed or construed to be a consent to any subsequent breach, or further waiver, of such obligation or of any other obligations of Trustor hereunder. Failure on the part of Beneficiary to complain of any act or failure to act or to declare an Event of Default, irrespective of how long such failure continues, shall not constitute a waiver by beneficiary of its right hereunder or impair any rights, power or remedies consequent on any Event of Default by Trustor.
b) If Beneficiary (1) grants forbearance or an extension of time for the payment or performance of any of Trustor's obligations secured hereby; (2) takes other or additional security or the payment of any sums secured hereby; (3) waives or does not exercise any right granted in the Program Documents; (4) releases any part of the Security from the lien of this Performance Deed of Trust, or otherwise changes any of the terms, covenants, conditions or agreements in the Program Documents; (5) consents to the granting of any easement or other right affecting the Security; (6) makes or consents to any agreement subordinating the lien hereof, any such act or omission shall not release, discharge, modify, change or affect the original liability under this Performance Deed of Trust, or any other obligation of Trustor or any subsequent purchaser of the Security or any part thereof, or any maker, cosigner, endorser, surety or guarantor (unless expressly released); nor shall any such act or omission DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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preclude Beneficiary from exercising any right, power or privilege herein granted or intended to be granted in any Event of Default then made or of any subsequent Event of Default, nor, except as otherwise expressly provided in an instrument or instruments executed by Beneficiary shall the lien of this Performance Deed of Trust be altered thereby.

Section 7.7 Suits to Protect the Security.

Beneficiary shall have power to: (a) institute and maintain such suits and proceedings as it may deem expedient to prevent any impairment of the Security and the rights of beneficiary as may be unlawful or any violation of this Performance Deed of Trust; (b) preserve or protect its interest (as described in this Performance Deed of Trust) in the Security; and (c) restrain the enforcement of or compliance with any legislation or other governmental enactment, rule or order that may be unconstitutional or otherwise invalid, if the enforcement for compliance with such enactment, rule or order would impair the Security thereunder or be prejudicial to the interest of Beneficiary.

Section 7.8 Trustee May File Proofs of Claim.

In the case of any receivership, insolvency, bankruptcy, reorganization, arrangement, adjustment, composition or other proceedings affecting Trustor, its creditors or its property, Trustee, to the extent permitted by law, shall be entitled to file such proofs of claim and other documents as may be necessary or advisable in order to have the claims of Beneficiary allowed in such proceedings and for any additional amount which may become due and payable by Trustor hereunder after such date.

Section 7.9 Waiver.

Trustor waives presentment, demand for payment, notice of dishonor, notice of protest and nonpayment, protest, notice of interest on interest and late charges, and diligence in taking any action to collect any sums owing under the Program Documents or in proceedings against the Security, in connection with the delivery, acceptance, performance, default, endorsement or guaranty of this Performance Deed of Trust.

ARTICLE 8

MISCELLANEOUS
Section 8.1 Amendments.

This instrument cannot be waived, changed, discharged or terminated orally, but only by an instrument in writing signed by Beneficiary and Trustor.

Section 8.2 Reconveyance by Trustee.

Upon written request of Beneficiary stating that all obligations secured hereby have been performed in full, and upon expiration of the Trustor's performance of the behavioral health services use restriction on the Trustor's facility for a minimum of thirty (30) years, and upon surrender of this Performance Deed of Trust to Trustee for cancellation and retention, and upon payment by Trustor of DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C

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Trustee's reasonable fees, Trustee shall reconvey the Security to Trustor, or to the person or persons legally entitled thereto.

Section 8.3 Notices.

If at any time after the execution of this Performance Deed of Trust it shall become necessary or convenient for one of the parties hereto to serve any notice, demand or communication upon the other party, such notice, demand or communication shall be in writing and shall be served personally or by depositing the same in the registered United States mail, return receipt requested, postage prepaid and (1) if intended for Beneficiary shall be addressed to:

State of California
California Department of Health Care Services
1501 Capitol Ave. MS 2635
Sacramento, CA 95814
Attention: Behavioral Health Expansion Branch
with a copy to:

Advocates for Human Potential, Inc. (AHP)
490-B Boston Post Road
Sudbury, MA 01776-3365
Attention: Legal Department
and (2) if intended for Trustor shall be addressed to:

Beach Cities Health District, formerly known as South Bay Hospital District, a governmental agency
514 N. Prospect Avenue
Redondo Beach, CA 90277
Attention: Tom Bakaly, Chief Executive Officer
with a copy to:

Robert F. Miller, Robert W. Lundy Jr.

Hooper, Lundy & Bookman, P.C.
1875 Century Park East, Suite 1600
Los Angeles California 90067
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Any notice, demand or communication shall be deemed given, received, made or communicated on the date personal delivery is effected or, if mailed in the manner herein specified, on the delivery date or date delivery is refused by the addressee, as shown on the return receipt. Either party may change its address at any time by giving written notice of such change to Beneficiary or Trustor as the case may be, in the manner provided herein, at least ten (10) days prior to the date such change is desired to be effective.

Copies of notices to Trustor from Beneficiary shall also be provided by Beneficiary to any senior lender and any limited partner of Trustor who requests such notice in writing and provides Beneficiary with written notice of its address in accordance with this Section.

Section 8.4 Successors and Joint Trustors.

Where an obligation created herein is binding upon Trustor, the obligation shall also apply to and bind any transferee or successors in interest. Where the terms of the Performance Deed of Trust have the effect of creating an obligation of Trustor and a transferee, such obligation shall be deemed to be joint and several obligations of Trustor and such transferee. Where Trustor is more than one entity or person, all obligations of Trustor shall be deemed to be a joint and several obligations of each and every entity and person comprising Trustor.

Section 8.5 Captions.

The captions or headings at the beginning of each Section hereof are for the convenience of the parties and are not a part of this Performance Deed of Trust.

Section 8.6 Invalidity of Certain Provisions.

Every provision of this Performance Deed of Trust is intended to be severable. In the event any term or provision hereof is declared to be illegal or invalid for any reason whatsoever by a court or other body of competent jurisdiction, such illegality or invalidity shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. If the lien of this Performance Deed of Trust is invalid or unenforceable as to any part of the debt, or if the lien is invalid or unenforceable as to any part of the Security, the unsecured or partially secured portion of the debt, and all payments made on the debt, whether voluntary or under foreclosure or other enforcement action or procedure, shall be considered to have been first paid or applied to the full payment of that portion of the debt which is not secured or partially secured by the lien of this Performance Deed of Trust.

Section 8.7 Governing Law.

This Performance Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. Any action brought claiming a breach of this agreement or interpreting this Performance Deed of Trust shall be brought and venued in Sacramento County, California.

Section 8.8 Gender and Number.

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In this Performance Deed of Trust the singular shall include the plural and the masculine shall include the feminine and neuter and vice versa, if the context so requires.

Section 8.9 Performance Deed of Trust, Mortgage.

Any reference in this Performance Deed of Trust to a mortgage shall also refer to a Performance Deed of Trust and any reference to a Performance Deed of Trust shall also refer to a mortgage.

Section 8.10 Actions.

Trustor agrees to appear in and defend any action or proceeding purporting to affect the Security.

Section 8.11 Substitution of Trustee.

Beneficiary may from time to time substitute a successor or successors to any Trustee named herein or acting hereunder to execute this Performance Deed of Trust. Upon such appointment, and without conveyance to the successor trustee, the latter shall be vested with all title, powers, and duties conferred upon any Trustee herein named or acting hereunder. Each such appointment and substitution shall be made by written instrument executed by Beneficiary, containing reference to this Performance Deed of Trust and its place of record, which, when duly recorded in the proper office of the county or counties in which the Property is situated, shall be conclusive proof of proper appointment of the successor trustee.

Section 8.12 Statute of Limitations.

The pleading of any statute of limitations as a defense to any and all obligations secured by this Performance Deed of Trust is hereby waived to the full extent permissible by law.

Section 8.13 Acceptance by Trustee.

Trustee accepts this appointment when this Performance Deed of Trust, duly executed and acknowledged, is made public record as provided by law Trustee shall promptly notify Beneficiary of a pending sale under this Performance Deed of Trust or any action of proceeding impacting the Property that is known by Trustee. Except as otherwise provided by law, Trustee is not obligated to notify any other party hereto of pending sale under this Performance Deed of Trust or of any action of proceeding in which Trustor or Trustee shall be a party unless brought by Trustee.

Section 8.14 Subordination.

Upon request by Trustor, Beneficiary (acting on Beneficiary's own behalf or through AHP, or any successor administrator) agrees to subordinate this Performance Deed of Trust to only the following liens, deeds of trust, and monetary encumbrances: (i) liens for property taxes and assessments; ii) deeds of trust to secure payment obligations due on a current basis with respect to the Property or other security executed by Trustor for the benefit of a lender concurrently with or prior to the date of recording this Performance Deed of Trust; and such subordination may be evidenced by a separate subordination agreement recorded in the Official Records of the county in the jurisdiction where the Property is located.

SIGNATURE ON FOLLOWING PAGE
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IN WITNESS WHEREOF, Trustor has executed this Performance Deed of Trust as of the day and year first above written.

TRUSTOR:

Beach Cities Health District, formerly known as
South Bay Hospital District, a governmental agency
By:

Tom Bakaly
Chief Executive Officer
Date:

Signature must be notarized]
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STATE OF CALIFORNIA )
COUNTY OF __________________ )
On ____________________, before me, ___________________________, Notary Public, personally appeared ______________________________________, who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify UNDER PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Name:

Notary Public
A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.

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EXHIBIT A

LEGAL DESCRIPTION OF THE PROPERTY
The Land referred to in this Guarantee is situated in the County of Los Angeles, City of Redondo Beach, State of California, and is described as follows:

PARCELS 1 AND 2 IN THE CITY OF REDONDO BEACH, COUNTY OF LOS ANGELES, STATE OF CALIFORNIA, AS SHOWN ON PARCEL MAP NO. 13030, FILED IN BOOK 144, PAGES 2 AND 3 OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY.

EXCEPTING THEREFROM 66.4 PERCENT IN AND TO ALL OIL, GAS, ASPHALTUM AND OTHER HYDROCARBONS AND ALL OTHER MINERALS, AS GRANTED TO COLLIS H.

HOLLADAY, JOHN MCWILLIAMS, EDWARD R. VALENTINE, SHANNON CRANDALL, JR.

AND HERBERT L. HAHN, AS TRUSTEES OF THE COLLIS O. AND HOWARD HUNTINGTON MEMORIAL HOSPITAL TRUST, BY DEED RECORDED DECEMBER 13, 1961 AS INSTRUMENT NO. 4640, OFFICIAL RECORDS.

APN(s) #: 7502-017-902 | 7502-017-903
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EXHIBIT B

TRUSTOR'S PROJECT DESCRIPTION
A facility that provides one or more of the following behavioral health services to children and youth, ages twenty-five ( 25) and younger, including, pregnant and postpartum women and their children; transition-age youth, ages eighteen ( 18) to twenty-five (25); and their families, including: outpatient clinical support services, including, community mental health, wellness and prevention, crisis stabilization, substance use disorder, partial hospitalization; or residential clinical services that provide shelter and support, including, substance use disorder, crisis, community treatment, perinatal substance use disorder, psychiatric acute care, psychiatric health, or short-term therapeutic. The facility shall accept and provide services to Medi-Cal beneficiaries as patients.

DocuSign Envelope ID: 41A93F65-ABA6-48DA-AE12-47C88C74430C From: Mark Nelson (Home Gmail)
To: CityClerk; [email protected]; CityClerk; Andrew Winje; Sean Scully; Paige Kaluderovic; Marc Wiener Cc: TRAO News
Subject: Public Comment and Objection to BCHD"s "ALLCOVE" Medical Office Building Parking Plan Date: Thursday, April 16, 2026 8:54:08 PM
CAUTION: Email is from an external source; Stop, Look, and Think before opening attachments or links.

Redondo Beach Council, Planning Commission and Torrance Mayor, Council and City Attorney:

BCHD revealed a plan for the ALLCOVE building tonight at a public meeting from 530-630 with 14 attendees. The plan showed only 8 parking places at the ALLCOVE building.

It needs to be clear that per BCHD's contract with the State of California - this is a general mental health services building (aka, medical office building) with a required operational life of 30 years. That is a key term of the funding agreement. BCHD needs to provide adequate parking for the 30 year life as a general medical office building, NOT AS A BOUTIQUE ALLCOVE FACILITY.

The contract is quite clear for funding - the facility must operate for 30 years as a public mental health facility.

If the City has any thoughts of approving the Flagler and Beryl C-2 building without full parking, then notice needs to be served to the neighborhoods so that we can contest it at the City Council. Obviously BCHD has operated in the shadows to this point.

From: Mark Nelson (Home Gmail)
To: CityClerk; Los Angeles Mayor"s Office; [email protected]; [email protected]; info; [email protected]; [email protected]; California Department of Health Care Services; Paige Kaluderovic; CityClerk; [email protected]; [email protected]; [email protected]; Representative Ted Lieu Subject: Public Comment: BCHD Continues to Lie to the Public with FALSE CLAIMS THAT THE HOSPITAL FAILS SEISMIC

STANDARDS
Date: Monday, April 20, 2026 8:32:19 PM
CAUTION: Email is from an external source; Stop, Look, and Think before opening attachments or links.

From BCHD CEO Report:

Assisted Living Capability: Silverado has implied that its model is uniquely capable of delivering quality care, it is not. Their specialty applies to roughly 10-20% of their current clients. Geri-psych residents require specialized placement. An estimated 20 residents fall into the latestage/geri-psych category. Standard RCFE communities cannot accommodate these individuals. The most viable placements are other Silverado communities with behavioral capabilities (Rolling Hills, Beverly Place) and select skilled nursing facilities with dementia behavioral units. No single operator has a monopoly on quality care. For the majority of their clients, several state-licensed providers in this area, including Sunrise Senior Living and Kensington, offer dedicated memory care programs that achieve positive outcomes for their clients. These programs utilize evidence-based models to provide high-quality care for clients, delivered by highly trained staff with decades of experience. This is a very difficult decision for the Health District. Our community members and friends are residing in Silverado. As a public agency, we have a duty to protect their safety. We understand that families want to have their loved ones remain in the building because they like Silverado’s service and are wary about moving their loved ones. Continuing with Silverado in a new building on the campus is not feasible, and even if it was feasible, would result in immobile loved ones living for at least 3 more years in a building that does not meet seismic safety standards (IT MEETS EACH AND EVERY APPLICABLE SEISMIC

SAFETY STANDARD - AND IF NOT - THE CITY OF REDONDO BEACH IS LIABLE FOR ENFORCEMENT NEGLIGENCE).

From: Mark Nelson (Home Gmail)
To: CityClerk; Andrew Winje; Marc Wiener; Sean Scully; Paige Kaluderovic; CityClerk; [email protected]; Jane Diehl
Cc: info; [email protected]; [email protected]; [email protected]; [email protected]; [email protected]; Representative Ted Lieu; Stephen Sprengel; TRAO News Subject: Public Comment: BCHD HLC (ALLCOVE and Main Campus) FEIR Mitigation Construction Haul Routes SPECIFICALLY EXCLUDE Beryl & Flagler Streets from Flagler to 190th.

Date: Thursday, April 16, 2026 8:41:52 PM
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To: Redondo Beach Council, Planning Commission and Public Works; Torrance Mayor, Council and City Attorney
During the BCHD public meeting with 14 members of the public according to the BCHD Q&A session on 4/16/26 from 530-630pm, it was clear that BCHD does not have a sufficient command of the FEIR contents of their own self-certified document.

BCHD was unaware that its own FEIR specifically excluded the use of the segment of Beryl from 190th to Flagler as a truck route due to TUSD and City of Torrance concerns regarding the elementary school. Further, northbound Flagler was ruled out a haul route and the specified path is Flagler & Beryl to Beryl & Prospect to Prospect & 190th.

It is unimaginable that BCHD will be providing guidance to contractors when BCHD itself is unaware and wrong-on-the-facts.

The cited excerpt below demonstrates the FEIR verbatim:

FEIR Page 9-52
Revised Construction Haul Routes
Implementation of MM T-2 also requires that the Beach Cities Health District (BCHD) obtain approval from the City of Redondo Beach and the City of Torrance of any haul routes for earth,
concrete, or construction materials and equipment hauling where such route cross the jurisdictional
boundaries. Due to requests from the City of Torrance and the Torrance Unified School District

9.0 RESPONSES TO COMMENTS ON THE DRAFT EIR
9-52 Healthy Living Campus Master Plan Project
Final EIR
(TUSD) in their public comments for revisions to the construction haul routes proposed in the Draft EIR, the following construction haul routes have been revised to avoid construction traffic
conflicts with pedestrian safety in proximity to schools:
• The road segment of Beryl Street between Flagler Lane and West 190th Street would be
avoided. Outbound haul trucks would instead leave the Project site from the vacant Flagler
Lot by traveling west on Beryl Street, north on North Prospect Avenue, and west on West
190th Street towards Interstate (I-) 405.

From: Mark Nelson (Home Gmail)
To: CityClerk; [email protected]; [email protected]; City Council; [email protected]; [email protected]; CityClerk; info; Holly J. Mitchell; [email protected]; [email protected]; [email protected]; Garth Meyer; [email protected]; [email protected]; Los Angeles Mayor"s Office; [email protected]; [email protected]; Robert W. Lundy; California Department of Health Care Services; California Department of Public Health; Jane Diehl; [email protected]; TRAO News; [email protected]; Chadwick B.

Castle; Brad Waller; Zein Obagi; Paige Kaluderovic; Scott Behrendt Subject: Public Comment: BCHD is ACTIVELY DENYING PUBLIC ACCESS TO CAMPUS REDEVELOPMENT INFORMATION Date: Thursday, April 16, 2026 3:47:58 PM
Attachments: campus_construction_flyer_v3b (1).pdf
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BCHD is having a public meeting tonight regarding site redevelopment from 530-630PM Could anyone have child care or athletics obligations?
Could anyone be commuting?
Could anyone need to feed their kids or family?

THIS IS CLEARLY AN ATTEMPT BY BCHD TO DENY ACCESS TO THE SAME RESIDENT TAXPAYERS THAT FUND BCHD AND OWN THE 10+ ACRES AT THE

PROSPECT SITE, THE SUNRISE SITE IN HERMOSA BEACH, THE
ADVENTUREPLEX SITE, AND A SMATTERING OF OTHER REAL ESTATE.

NEVER AGAIN CAN BCHD USE "TRANSPARENT" WITHOUT THAT

STATEMENT BEING A CLEAR, DOCUMENTED LIE
From: Mark Nelson (Home Gmail)
To: CityClerk; [email protected]; CityClerk; Joy Ford Cc: [email protected]; [email protected]; Representative Ted Lieu; info; [email protected]; [email protected]; [email protected]; [email protected]; Los Angeles Mayor"s Office; Jane Diehl
Subject: Public Comment: BCHD"s plan to violate truck route designations in Redondo Beach Date: Friday, April 17, 2026 8:04:06 AM
CAUTION: Email is from an external source; Stop, Look, and Think before opening attachments or links.

The RMBC on truck routes is reproduced below. Note that Prospect is NOT a truck route.

BCHD has clearly identified that the general plan does NOT include Prospect as a truck route, yet, Wood PLC, the oil field consultant and engineering firm that BCHD hired for environmental services proceeded to include Prospect in its published list of streets that are both arterials and truck routes. Consistent with recent convictions of Wood PLC for multinational bribery and fraud.

As stated in the UK, Wood PLCs headquarters location, "Following the poor performance of certain projects, Wood Group’s accounting judgements were inappropriately influenced by its desire to maintain previously stated financial results. Wood Group did not have adequate systems, controls or procedures to prevent this from happening. This resulted in Wood Group publishing inaccurate information in its full-year 2022 and 2023 financial results and the halfyear 2024 results. The company failed to take reasonable care to ensure that its announcements about those results were not false or misleading. These issues came to light from November 2024 onwards. Wood Group’s share price fell by 78% by April 2025 and its shares were suspended in May 2025."
It seems very clear that Wood PLC sought to mislead the public in the preparation of the BCHD EIR by implying that Prospect was a truck route after Wood "slipped it in" to the list of truck routes in the EIR. "Prospect Avenue is a north-south secondary arterial that runs from Artesia Boulevard to the Pacific Coast Highway. North of Emerald Street, it is considered North Prospect Avenue and south of Emerald Street, it is considered South Prospect Avenue. Within the vicinity of the Project site, North Prospect Avenue provides two travel lanes in each direction. Left-turn lanes are provided at most intersections." Prospect is NOT a truck route and the City must protect the health and welfare of the residents, along with the property values, that BCHD and its scofflaw environmental consultant ignored.
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
§ 3-7.903 Truck routes: Designated.

Any commercial vehicle having an unladen weight as defined in Section 660 of the California Vehicle Code of 6,000 pounds or more or having a manufacturer's gross vehicle weight rating as defined in Section 390 of the California Vehicle Code of 10,000 pounds or more may use the following streets within the City limits:

Artesia Boulevard within the City limits;
Aviation Boulevard within the City limits;
Compton Boulevard within the City limits;
Hawthorne Boulevard within the City limits;
Inglewood Avenue between Compton Boulevard and Artesia
Boulevard;
Manhattan Beach Boulevard within the City limits;
Pacific Coast Highway within the City limits;
Redondo Beach Boulevard within the City limits;
Torrance Boulevard from the eastern boundary of the City to Pacific Coast Highway; and
190th/Anita Streets from Hawthorne Boulevard to Pacific Coast Highway, subject to the provisions of Section 3-7.902(b).

The City shall erect and maintain appropriate signs in the City designating as truck routes those streets over which commercial vehicles having an unladen weight as defined in Section 660 of the California Vehicle Code of 6,000 pounds or more or having a manufacturer's gross vehicle weight rating as defined in Section 390 of the California Vehicle Code of 10,000 pounds or more may be driven.
(§ 1, Ord. 2168 c.s., eff. January 21, 1976, as amended by § 1, Ord. 2249 c.s., eff. August 23, 1978, § 1, Ord. 2534 c.s., eff. March 23, 1989, and § 2, Ord. 2555 c.s., eff. August 31, 1989)
From: Mark Nelson (Home Gmail)
To: CityClerk; [email protected]; CityClerk; Andrew Winje; Sean Scully; Paige Kaluderovic; Marc Wiener Cc: TRAO News
Subject: Re: Public Comment and Objection to BCHD"s "ALLCOVE" Medical Office Building Parking Plan Date: Friday, April 17, 2026 10:06:25 PM
Attachments: image.png
Exhibit-A-(BHCIP)_Round_4_Program_Funding_Agreement_05132023.pdf CAUTION: Email is from an external source; Stop, Look, and Think before opening attachments or links.

In order to be very clear, the following is excerpted from BCHD's contract for funding with the State and designates the full variety of uses that the building MUST be used for throughout the 30 year period. Should ALLCOVE funding fail, the building cannot be fallow, it must be used according to Exhibit B, which could have very different parking requirements. BCHD cannot be allowed to reduce parking to a level that would DISBENEFIT RESIDENT-TAXPAYERS who are the financial backstop for 30 years and would suffer the damages of legal action. The BCHD Executives ($2.5M/year cost) and Board (apparent average age in excess of 60 years old) may be retired or deceased. Adequate parking must be required for any of the potential uses IN THE CURRENT PLAN. Approval must be withheld until parking is adequate.

Parking must be such that any of those uses can be accommodated in order to maintain compliance with the agreement. BCHD's intent to have offsite parking on another parcel is inappropriate and places surrounding areas at risk of employee, tenant, and patient parking.

These two excerpts demonstrate that BCHD is required to perform for a minimum of 30 years at the proposed facility for a named purpose in Exhibit B.

The full agreement is attached.

On Thu, Apr 16, 2026 at 8:53 PM Mark Nelson (Home Gmail) <[email protected]> wrote:

Redondo Beach Council, Planning Commission and Torrance Mayor, Council and City Attorney:

BCHD revealed a plan for the ALLCOVE building tonight at a public meeting from 530-630 with 14 attendees. The plan showed only 8 parking places at the ALLCOVE building.

The contract is quite clear for funding - the facility must operate for 30 years as a public mental health facility.

From: Holly Osborne
To: CityClerk
Subject: Heritage Pointe Comments for April 21 City Council Date: Tuesday, April 21, 2026 1:48:25 PM
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Good evening, Mr. Mayor and city council.

My name is Holly Osborne, from District 5. I have been a North Redondo resident and home owner for over 45 years.

And I have been interested in city planning and green space, and trees for much of that time. (Aside: This speech was inspired by Mr. Bob Pinzler's editorial on open space in the April 16 Easy Reader. Numbers obsessed junkie that I am, I decided to fill in some numbers.)
Years ago, I was told that when cities initially drew up plans for where to plan parks, they took into account where the school playgrounds were. If there was a school playground, then that was the green space. If there was not a school, then a city park was planned. in this way, green space was distributed throughout the city. (In most areas in the U.S. , the schools and cities are separate entities, although where I grew up (Maryland), the cities did own the school districts.)
This model works fine, although over the years there have been hiccups. Because of safety issues, more and more school properties have been fenced off, affecting the public access. In this area, that started in the 1980's. Environmentally, however, the green spaces are still green.

But negative environmental effects can occur when a school closes. In the case of the property where Andrews Elementary was located in North Redondo, the school district replaced the school with very high density housing: 135 units (Note 1,2) of Sr Housing (age 62+), known as Heritage Pointe, were built on an area of 2.5 acres, resulting in a density of 54 dwelling units/acre.

The surrounding area is mostly zoned R3, so the surrounding density is 17.4 units/acre (See Note 3) However, the school district did preserve a block of land just south of the development, now called Andrews Park. This block is variously listed at 1.61 acres of or 1.17 acres. (Note 4) This is actually a nice little area of land.

Thank you school district, for keeping some vital green space for the neighbors and the senior citizens.

But, here is the problem. The city council is proposing UPZONING this land so that still more housing could be built! The citizens must not allow them to do this. when it comes to a vote. This would destroy the green space here, and other related properties.

Thank you for your time.

Note 1,2
For Heritage Pointe, 141 total units listed in some sources 135 in other. I called property manager; he verified it was 135 units, of the following sizes
1 bedroom 540 sq ft
2 bedroom 740 sq ft
He also confirmed that there were only 95 assigned parking spaces for these 135 units.

Note 3: (I copied this from city code)
Figure: Overhead view of Heritage Poite, from google maps Further notes, copied from internet

Redondo Beach City CouncilApril 21, 2026

Redondo Beach City Council
April 21, 2026