Cities Index.
Exhibit A - County of Sonoma Agreement

Santa Rosa City Council
June 16, 2026

Document
Exhibit A - County of Sonoma Agreement
Meeting
June 16, 2026
Body
Santa Rosa City Council
Pages
56
Original file
5.1 MB
Text extracted from the city's file for reading and search. Open the original on legistar.granicus.com. That file is the official record.

Contract No. 2026-6047-A00

Page 1 of 56 ends

COUNTY OF SONOMA

AGREEMENT FOR SERVICES
(HS Division Contract Template Version 2026 May 18)
This agreement (“Agreement”), dated as of ___________________, 2026 (“Effective Date”), is by and between the County of Sonoma, a political subdivision of the State of California, (hereinafter “County”) and designated as a sub-recipient of federal funds, and the City of Santa Rosa, a municipal corporation (hereinafter “Contractor”).

R E C I T A L S

WHEREAS, Contractor represents that it will subcontract program services with Catholic Charities of the Diocese of Santa Rosa DBA Catholic Charities of Northwest California (hereinafter “Catholic Charities”), a homeless services provider, experienced and duly qualified to provide program services to those experiencing
homelessness; and
WHEREAS, in the judgment of the Board of Supervisors, it is necessary and desirable to use the services of Contractor and Catholic Charities to provide homeless services.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, the parties hereto agree as follows:

A G R E E M E N T

1. Scope of Services

1.1. Contractor’s Specified Services.

Contractor and Catholic Charities shall perform the services described in Exhibit A (Scope of Work – Safe Parking), attached hereto and incorporated herein by this reference (hereinafter “Exhibit A”), within the times or by the dates provided for in Exhibit A and pursuant to Article 7 (Prosecution of Work). In the event of a conflict between the body of this Agreement and Exhibit A, the provisions in the body of this Agreement shall control.

1.2. Cooperation With County
Contractor shall cooperate with County and County staff in the performance of all work hereunder.

1.3. Performance Standard
Contractor shall perform all work hereunder in a manner consistent with the level of competency and standard of care normally observed by a person practicing in Contractor’s profession. County has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees to provide all services under this Agreement in accordance with generally accepted professional practices and standards of care, as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of Contractor’s work by County shall not operate as a waiver or release. If County determines that any of Contractor’s work is not in accordance with such level of competency and standard of care, County, in its sole discretion, shall have the right to do any or all of the following: (a) require Contractor to meet with County to review the quality of the work and resolve matters of concern; (b) require Contractor to repeat the work at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of Article 4 (Termination); or (d) pursue any and all other remedies at law or in equity.

Exhibit A
Contract No. 2026-6047-A00

Page 2 of 56 ends

1.4. Assigned Personnel
a. Contractor shall assign only competent personnel to perform work hereunder.

In the event that at any time County, in its sole discretion, desires the removal of any person or persons assigned by Contractor to perform work hereunder, Contractor shall remove such person or persons immediately upon receiving written notice from County.
b. Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing work hereunder are deemed by County to be key personnel whose services were a material inducement to County to enter into this Agreement, and without whose services County would not have entered into this Agreement. Contractor shall not remove, replace, substitute, or otherwise change any key personnel without the prior written consent of County.
c. In the event that any of Contractor’s personnel assigned to perform services under this Agreement become unavailable due to resignation, sickness, or other factors outside of Contractor’s control, Contractor shall be responsible for timely provision of adequately qualified replacements.

1.5. Contract Exhibits
This Agreement includes the following exhibits, which are hereby incorporated by reference as though fully set forth herein:

Exhibit A. Scope of Work – Safe Parking
Exhibit B. Budget – Safe Parking
Exhibit C. Insurance Requirements
Exhibit D. Homeless Management Inform ation System and Coordinated Entry Exhibit E. Reasona ble Accommodations
Exhibit F. State and Fede ral Funding Requirements
Exhibit G. Privacy and Security of Personal and Personally Identifiable Information
Exhibit H. United States District Court No rthern California – District of California – San Francisco Division – Case No. 18-CV-01955-VC

2. Payment
For all services and incidental costs required hereunder, Contractor shall be paid in accordance with the following terms:

2.1. Payment for Services
For all services and incidental costs required hereunder, Contractor shall be paid on a time- and-material/expense basis in accordance with the budget set forth in Exhibit B (Budget – Safe Parking), attached hereto and incorporated herein by this reference (hereinafter “Exhibit B”).

Contractor shall submit its invoices in arrears on a monthly basis in a form approved by County’s Auditor and the Department of Health Services Director. The invoices shall show or include: (i) the task(s) performed, (ii) the employees name, hourly rate, and time in quarter hours devoted to the task(s), (iii) the specific site location and assignment, (iv) dates/days worked, and (v) copies Contract No. 2026-6047-A00

Page 3 of 56 ends

of receipts for reimbursable materials/expenses, if any. Expenses not expressly authorized by the Agreement shall not be reimbursed.

Unless otherwise noted in this Agreement, payments shall be made within the normal course of County business after presentation of an invoice in a form approved by County for services performed. Payments shall be made only upon the satisfactory completion of the services and review of invoices for completeness as determined by County. In the event of a conflict between the body of this Agreement and Exhibit B-2 (Budget), the provisions in the body of this Agreement shall control.

2.2. Maximum Payment Obligation
Contractor shall be paid in accordance with the budget set forth in Exhibit B-2 (Budget), provided, however, that the total payments to Contractor shall not exceed $979,040 without the prior written approval of County.

2.3. Overpayment
If County overpays Contractor for any reason, Contractor agrees to return the amount of such overpayment to County, or at County’s option, permit County to offset the amount of such overpayment against future payments owed to Contractor under this Agreement or any other agreement.

2.4. Disallowance of Payment
In the event that Contractor claims or receives payment from County for a service, reimbursement for which is later disallowed by County, State of California, or the United States Government, then Contractor shall promptly refund the disallowed amount to County upon request, or at its option, County may offset the amount disallowed from any payment due or that becomes due to Contractor under this Agreement or any other agreement.

2.5. Budget Line Adjustments
County Department of Health Services Director is authorized to approve and execute a “Budget Revision Form” to reallocate program funds among the line items identified in the existing Program Budget Summary, provided that such revisions do not result in an increase in County’s maximum payment obligation as set forth in Article 2 (Payment), nor add or remove any line items included in the existing Program Budget Summary of this Agreement.

2.6. Federal Funding
This Section 2.7 is applicable if all or part of this Agreement will be paid with federal awards.

2.6.1. Required Information
As a pass-through entity, County is required to provide certain information regarding federal award(s) to Contractor as a Contractor. In signing this Agreement, Contractor acknowledges receipt of the following information regarding federal award(s) that will be used to pay this Agreement:
a. CFDA Number: n/a
b. CFDA Title: n/a
c. Federal Agency: n/a
Contract No. 2026-6047-A00

Page 4 of 56 ends

d. Award Name: n/a
e. Federal Award(s) Amount: n/a
f. Unique Entity Identifie r (UEI/DUNS Number): n/a

2.6.2. Title 2 Code of Federal Regulations Part 200
As a Contractor of federal awards, Contractor is subject to the provisions of Title 2 Code of Federal Regulations Part 200 Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (hereinafter “2 CFR Part 200”). In signing this Agreement, Contractor acknowledges that it understands and will comply with the provisions of 2 CFR Part 200. One provision of 2 CFR Part 200 requires a Contractor that expends $1,000,000 in federal awards during its fiscal year to have an audit performed in accordance with 2 CFR Part 200. If such an audit is required, Contractor agrees to provide County with a copy of the audit report within 9 months of Contractor’s fiscal year-end.

Contractors with an approved federally recognized indirect cost rate negotiated with the Federal Government shall provide certification of the federally recognized rate to County.

Contractors who do NOT have an approved federally recognized indirect cost rate shall be capped at the de minimis rate as defined by the Federal Government. If Contractor wishes to use an allocation basis other than the standard methodology, Contractor must obtain County’s prior approval.

Questions regarding 2 CFR Part 200 can be directed to County’s Auditor- Controller-Treasurer-Tax Collector’s Office – General Accounting Division.

2.6.3. Audits
Contractor agrees that all expenditures of state and federal funds furnished to Contractor pursuant to this Agreement are subject to audit by County, state agencies, and/or federal agencies. Contractor warrants that it shall comply with the audit requirements as set forth in 2 CFR Part 200. County agrees to provide 14-days’ notice of intent of County to audit Contractor. Contractors subject to the Single Audit Act of 1984 and Single Audit Act Amendments of 1996 shall annually submit an independent audit conforming to 2 CFR Part 200.

Contractor agrees to submit to an annual audit if otherwise exempt.

2.6.4. Copy of Audit
Contractor agrees that a copy of audits performed shall be submitted to County no later than 30 days after completion of the audit report, or no later than nine (9) months after the end of Contractor’s fiscal year, whichever comes first. Contractor’s agreement(s) with audit firms shall have a clause to permit access by County, state agencies, and/or federal agencies to the working papers of the external independent auditor.

2.6.5. Retention of Audit Report
Contractor agrees that audit reports and work papers shall be retained for a minimum of seven (7) years from the date of the audit report, unless the auditor is notified in writing by County, a state agency, and/or a federal agency to extend the retention period.

2.6.6. Repayment
Contractor is responsible for the repayment of all audit exceptions and disallowances taken by County, state agencies, and/or federal agencies related to services Contract No. 2026-6047-A00

Page 5 of 56 ends

provided by Contractor under this Agreement. Unallowable costs that have been claimed and reimbursed will be refunded to the program that reimbursed the unallowable costs either by cash refund or by offset to subsequent claims.

3. Term of Agreement
The term of this Agreement shall be from July 1, 2026 through June 30, 2027 unless terminated earlier in accordance with the provisions of Article 4 (Termination).

4. Termination

4.1. Termination Without Cause
Notwithstanding any other provision of this Agreement, at any time and without cause, County shall have the right, in its sole discretion, to terminate this Agreement by giving five (5) days advance written notice to Contractor.

4.2. Termination for Cause
Notwithstanding any other provision of this Agreement, should Contractor fail to perform any of its obligations hereunder within the time and in the manner herein provided or otherwise violate any of the terms of this Agreement, County may immediately terminate this Agreement by giving Contractor written notice of such termination, stating the reason for termination.

4.3. Delivery of Work Product and Final Payment Upon Termination In the event of termination, Contractor, within 14 days following the date of termination, shall deliver to County all materials and work product subject to Section 9.11 (Ownership and Disclosure of Work Product) and all reports, original drawings, graphics, plans, studies, and other data or documents, in their final form or format, assembled or prepared by Contractor or Contractor’s subcontractors, consultants, and other agents in connection with this Agreement, and shall submit to County an invoice showing the services performed, hours worked, and copies of receipts for reimbursable expenses up to the date of termination.

4.4. Payment Upon Termination
Upon termination of this Agreement by County, Contractor shall be entitled to receive, as full payment for all services satisfactorily rendered and reimbursable expenses properly incurred hereunder, an amount which bears the same ratio to the total payment specified in the Agreement as the services satisfactorily rendered hereunder by Contractor bear to the total services otherwise required to be performed for such total payment; provided, however, that if services which have been satisfactorily rendered are to be paid on a per-hour or per-day basis, Contractor shall be entitled to receive as full payment an amount equal to the number of hours or days actually worked prior to the termination times the applicable hourly or daily rate; and further provided, however, that if County terminates the Agreement for cause pursuant to Section 4.2 (Termination for Cause), County shall deduct from such amount the amount of damage, if any, sustained by County by virtue of the breach of the Agreement by Contractor.

4.5. Authority to Terminate
Either the Board of Supervisors, County Purchasing Agent, or Department of Health Services’ Head, in consultation with County Counsel, has the authority to terminate this Agreement on behalf of County.

Contract No. 2026-6047-A00

Page 6 of 56 ends

4.6. Obligations After Termination
The following shall remain in full force and effect after termination of this Agreement:
(1) Section 2.7 (Federal Funding), (2) Article 5 (Indemnification), (3) Section 9.5 (Records Maintenance), (4) Section 9.5.1 (Right to Audit, Inspect, and Copy Records), (5) Section 9.15 (Confidentiality), and (6) Section 13.5 (Applicable Law and Forum).

4.7. Change in Funding
Contractor understands and agrees that County shall have the right to terminate this Agreement immediately upon written notice to Contractor in the event that (1) any state and/or federal agency and/or other funder(s) reduces, withholds, or terminates funding which County anticipated using to pay Contractor for services provided under this Agreement, or (2) County has exhausted all funds legally available for payments due under this Agreement.

5. Indemnification
Contractor agrees to accept all responsibility for loss or damage to the County, and to indemnify, hold harmless, and release County, its officers, agents, and employees from and against any actions, claims, damages, liabilities, disabilities, or expenses that may be asserted by any person or entity, including Contractor, that arise out of, pertain to, or relate to Contractor’s or its agents’, employees’, contractors’, subcontractors’, or invitees’ performance or obligations under this Agreement. Contractor agrees to provide a complete defense for any claim or action brought against County based upon a claim relating to such Contractor’s or its agents’, employees’, contractors’, subcontractors’, or invitees’ performance or obligations under this Agreement.

Contractor’s obligations under this Article apply whether or not there is concurrent or contributory negligence on County’s part, but to the extent required by law, excluding liability due to County’s conduct. County shall have the right to select its legal counsel at Contractor’s expense, subject to Contractor’s approval, which shall not be unreasonably withheld. This indemnification obligation is not limited in any way by any limitation on the amount or type of damages or compensation payable to or for Contractor or its agents under workers’ compensation acts, disability benefits acts, or other employee benefit acts.

6. Insurance
With respect to performance of work under this Agreement, Contractor shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain insurance as described in Exhibit C (Insurance Requirements), which is attached hereto and incorporated herein by this reference (hereinafter “Exhibit C”).

7. Prosecution of Work
The execution of this Agreement shall constitute Contractor’s authority to proceed immediately with the performance of this Agreement. Performance of the services hereunder shall be completed within the time required herein, provided, however, that if the performance is delayed by earthquake, flood, high water, or other Act of God, or by strike, lockout, or similar labor disturbances, the time for Contractor’s performance of this Agreement shall be extended by a number of days equal to the number of days Contractor has been delayed.

8. Extra or Changed Work
Extra or changed work or other changes to the Agreement may be authorized only by written amendment to this Agreement, signed by both parties. Changes which do not exceed the Contract No. 2026-6047-A00

Page 7 of 56 ends

delegated signature authority of the Department may be executed by the Department Head in a form approved by County Counsel. The Board of Supervisors or Purchasing Agent must authorize all other extra or changed work which exceeds the delegated signature authority of the Department Head. The parties expressly recognize that, pursuant to Sonoma County Code Section 1-11, County personnel are without authorization to order extra or changed work or waive Agreement requirements. Failure of Contractor to secure such written authorization for extra or changed work shall constitute a waiver of any and all right to adjustment in the Agreement price or Agreement time due to such unauthorized work and thereafter Contractor shall be entitled to no compensation whatsoever for the performance of such work. Contractor further expressly waives any and all right or remedy by way of restitution and quantum meruit for any and all extra work performed without such express and prior written authorization of County.

9. Representations of Contractor

9.1. Standard of Care
County has relied upon the professional ability and training of Contractor as a material inducement to enter into this Agreement. Contractor hereby agrees that all its work will be performed and that its operations shall be conducted in accordance with generally accepted and applicable professional practices and standards as well as the requirements of applicable federal, state, and local laws, it being understood that acceptance of Contractor’s work by County shall not operate as a waiver or release.

Contractor shall provide training to employees regarding applicable federal, state, and local labor laws, Cal/OSHA regulations, and industry best practices designed to prevent labor law violations and workplace safety hazards. Such training shall be conducted at the frequency, duration, and intervals required by Cal/OSHA and any other applicable regulatory authority.

Contractor shall ensure that all training materials and instruction comply with current legal requirements and recognized safety standards. Contractor shall maintain records of all training conducted, including dates, attendance, and subject matter, and shall provide copies of such records to County upon request.

9.2. Status of Contractor
The parties intend that Contractor, in performing the services specified herein, shall act as an independent contractor and shall control the work and the manner in which it is performed.

Contractor represents and warrants that Contractor is an independently established business entity that provides services of the same nature as the services provided for County under this Agreement, and that Contractor maintains a separate business location and has all required business licenses and tax registration, if any, in order to perform services under this Agreement.

Nothing contained in this Agreement shall be construed to give County the power to direct and control the day-to-day activities of Contractor, and nothing in this Agreement shall be deemed or construed to create the relationship of principal and agent, or of partnership or joint venture, or to give either Party the power or authority to act for, bind, or commit the other Party in any way.

Contractor shall have the right to set its own hours and location of work, consistent with the nature of the services provided under this Agreement. Contractor shall determine the method, means and manner of performance of, but not limited to, such matters as outlined in Exhibit A (Scope of Work – Safe Parking), without restriction by County. County is interested only in the results to be achieved from Contractor’s performance of the services. Contractor shall provide its Contract No. 2026-6047-A00

Page 8 of 56 ends

own resources, tools, and equipment and direct its operation in all respects in performing the services hereunder. This Agreement shall not in any manner restrict Contractor from performing services for other clients or businesses. Contractor is not to be considered an agent or employee of County for any purpose and is not entitled to participate in any pension plan, workers’ compensation plan, insurance, bonus, or similar benefits that County provides its employees. In the event County exercises its right to terminate this Agreement pursuant to Article 4 (Termination), Contractor expressly agrees that it shall have no recourse or right of appeal under rules, regulations, ordinances, or laws applicable to employees.

9.3. No Suspension or Debarment
Contractor warrants that it is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in covered transactions by any federal department or agency. Contractor also warrants that it is not suspended or debarred from receiving federal funds as listed in the “Excluded Parties List System” maintained by the System for Award Management (SAM). If Contractor becomes debarred, Contractor has the obligation to inform County.

9.4. Taxes
Contractor agrees to file federal and state tax returns and pay all applicable taxes on amounts paid pursuant to this Agreement and shall be solely liable and responsible to pay such taxes and other obligations, including but not limited to state and federal income and FICA taxes.

Contractor agrees to indemnify and hold County harmless from any liability which it may incur to the United States or to the State of California as a consequence of Contractor’s failure to pay, when due, all such taxes and obligations. In case County is audited for compliance regarding any withholding or other applicable taxes, Contractor agrees to furnish County with proof of payment of taxes on these earnings.

9.5. Records Maintenance
Contractor shall keep and maintain full and complete documentation and accounting records concerning all services provided under this Agreement. Records shall include all medical records, accounting records, and administrative records related to services provided hereunder. Contractor agrees to preserve and maintain such records for a period of at least seven (7) years following the close of County and state fiscal year in which the services were provided.

If an audit has been started, records must be retained until completion and final resolution of any and all issues that might arise. Final settlement shall be made at the end of the audit and appeal process. All accounting records shall be maintained so that they clearly reflect the source of funding for each type of service for which reimbursement is claimed by Contractor. Accounting records include, but are not limited to, all ledgers, books, vouchers, time sheets, payrolls, appointment schedules, guest data cards, and schedules for allocating costs.

9.5.1. Right to Audit, Inspect, and Copy Records
Contractor agrees to permit County and any authorized state or federal agency to audit, inspect, and copy all records, notes, and writings of any kind in connection with the services provided by Contractor under this Agreement, to the extent permitted by law, for the purpose of monitoring the quality and quantity of services, monitoring the accessibility and appropriateness of services, and ensuring fiscal accountability. All such audits, inspections, and copying shall occur during normal business hours. Upon request, Contractor shall supply copies Contract No. 2026-6047-A00

Page 9 of 56 ends

of any and all such records to County. Failure to provide the above-noted documents requested by County within the requested time frame indicated may result in County withholding payments due under this Agreement. In those situations required by applicable law(s), Contractor agrees to obtain necessary releases to permit County or governmental or accrediting agencies to access patient medical records. Contractor agrees to comply with all requests for information from County necessary to fulfill County's reporting obligations. This includes providing any reports prepared by Contractor or its subcontractors, consultants, and agents, as well as any data or documentation required by County. All information must be provided in a timely and accurate manner to ensure compliance with applicable reporting requirements.

9.5.2. Audit Requirement
Contractor shall procure an independent audit annually and submit to County within nine (9) months of Contractor's fiscal year-end. An annual audit is required by County even if this agreement will not be paid with Federal awards or Contractor is otherwise exempt from the single audit requirements of 2 CFR Part 200. Submission of a Single Audit in accordance with Section 2.7.3. of this agreement shall also satisfy this requirement.

9.6. Conflict of Interest
Contractor covenants that it presently has no interest and that it will not acquire any interest, direct or indirect, that represents a financial conflict of interest under state law or that would otherwise conflict in any manner or degree with the performance of its services hereunder.

Contractor further covenants that in the performance of this Agreement, no person having any such interests shall be employed. In addition, if requested to do so by County, Contractor shall complete and file and shall require any other person doing work under this Agreement to complete and file a “Statement of Economic Interest” with County disclosing Contractor’s or such other person’s financial interests.

9.7. Statutory Compliance/Living Wage Ordinance
Contractor agrees to comply, and to ensure compliance by its subconsultants or subcontractors, with all applicable federal, state and local laws, regulations, statutes and policies, including but not limited to the County of Sonoma Living Wage Ordinance, applicable to the services provided under this Agreement as they exist now and as they are changed, amended, or modified during the term of this Agreement. Without limiting the generality of the foregoing, Contractor expressly acknowledges and agrees that this Agreement is subject to the provisions of Article XXVI of Chapter 2 of the Sonoma County Code, requiring payment of a living wage to covered employees. Noncompliance during the term of the Agreement will be considered a material breach and may result in termination of the Agreement or pursuit of other legal or administrative remedies.

9.8. Nondiscrimination
Without limiting any other provision hereunder, Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations in regard to nondiscrimination in employment because of race, color, ancestry, national origin, marital status, age, medical condition, physical or mental disability, or any other or prohibited basis, including without limitation, County’s Non-Discrimination Policy. All nondiscrimination rules or regulations required by law to be included in this Agreement are incorporated herein by this reference.

Contract No. 2026-6047-A00

Page 10 of 56 ends

9.9. AIDS Discrimination
Contractor agrees to comply with the provisions of Chapter 19, Article II, of the Sonoma County Code prohibiting discrimination in housing, employment, and services because of AIDS or HIV infection during the term of this Agreement and any extensions of the term.

9.10. Ownership and Disclosure of Work Product
All reports, original drawings, graphics, plans, studies, and other data or documents (“documents”), in whatever form or format, assembled or prepared by Contractor or Contractor’s subcontractors, consultants, and other agents in connection with this Agreement, shall be the property of County. County shall be entitled to immediate possession of such documents upon completion of the work pursuant to this Agreement. Upon expiration or termination of this Agreement, Contractor shall promptly deliver to County all such documents which have not already been provided to County in such form or format as County deems appropriate. Such documents shall be and will remain the property of County without restriction or limitation.

Contractor may retain copies of the above-described documents but agrees not to disclose or discuss any information gathered, discovered, or generated in any way through this Agreement without the express written permission of County.

9.11. Authority
The undersigned hereby represents and warrants that he or she has authority to execute and deliver this Agreement on behalf of Contractor.

9.12. Sanctioned Employee
Contractor agrees that it shall not employ in any capacity, or retain as a subcontractor in any capacity, any individual or entity that is listed on any list published by the Federal Office of Inspector General regarding the sanctioning, suspension, or exclusion of individuals or entities from the federal Medicare and Medicaid programs. Contractor agrees to monthly review said state and federal lists to confirm the status of current employees, subcontractors, and contractors.

In the event Contractor does employ such individual(s) or entity(ies), Contractor agrees to assume full liability for any associated penalties, sanctions, loss, or damage that may be imposed on County by the Medicare or Medicaid programs.

9.13. Compliance with County Policies and Procedures
Contractor agrees to comply with all County policies and procedures as they may relate to services provided hereunder, including, but not limited to, County’s policies and procedures, manuals, programs, and processes related to selection, retention, credentialing and recredentialing providers, utilization management, quality management, compliance, grievances, appeals, and expedited appeals, advanced directives, and administrative manual.

9.13.1. Artificial Intelligence Policy. Contractor agrees to comply, and to ensure compliance by its subconsultants or subcontractors, with the Sonoma County Information Technology Artificial Intelligence (AI) Policy. No County confidential, restricted, personal, proprietary, or protected data of any kind, including data that is not owned by the County, may be shared (copied, typed, interfaced, etc.) with these platforms. AI technology shall not be used to create work product that requires a Contract No. 2026-6047-A00

Page 11 of 56 ends

professional license or certificate and AI technology shall not be used as a replacement for any review and certification by any other licensed professionals.

9.14. Confidentiality
Contractor agrees to maintain the confidentiality of all patient medical records and guest information in accordance with all applicable state and federal laws and regulations, including the requirement to implement reasonable and appropriate administrative, physical and technical safeguards to protect all confidential information. Contractor shall be in compliance with all State and Federal regulations pertaining to the privacy and security of personally identifiable information (hereinafter "PII") and/or protected health information, as set forth in Exhibit G (Privacy and Security of Personal and Personally Identifiable Information), attached hereto and incorporated herein by this reference. This Section 9.15 shall survive termination of this Agreement.

9.15. Lobbying
If any federal funds are to be used to pay for any services under this Agreement, Contractor shall fully comply with all certifications and disclosure requirements prescribed by Section 319 of the Public Law 101-121 (31 United States Code Section 1352) and any implementing regulations and shall ensure that each of its subcontractors receiving funds under this Agreement also fully complies with all such certification and disclosure requirements.

9.16. Subcontractors
Contractor agrees that any employees or agents of Contractor that assist Contractor in the provision of services shall also satisfy the requirements of this Agreement. In this regard, Contractor understands and agrees that all obligations and prohibitions imposed on Contractor pursuant to this Agreement are equally applicable to each and every individual providing services through Contractor under this Agreement, and Contractor shall assure that such individuals agree to comply with such obligations and prohibitions.

9.17. Licensure and Staffing
Contractor warrants that it and all its employees and sub-contractors providing or supervising services under this Agreement have all necessary licenses, permits, and certificates to provide services under this Agreement, as required by applicable state and federal laws, rules, and regulations. Contractor agrees to maintain said licenses, permits, and certificates in good standing for the duration of this Agreement. A copy of each such licenses, permits, and certificates shall be made available upon request, not to exceed three (3) business days after the initial request, for inspection, review, and/or audit by authorized representatives and designees of County, state, and/or federal governments during the term of this Agreement and for the applicable records retention period. Failure to maintain said licenses, permits, and/or certificates in effect for the duration of this Agreement shall be deemed a material breach of this Agreement and constitutes grounds for immediate termination of this Agreement by County. Staff shall only function within the scope of practice as dictated by licensing boards/bodies. At all times during the term of this Agreement, Contractor shall have available and shall provide upon request to authorized representatives of County a list of all persons by name, title, professional degree, and experience who are providing any services under this Agreement.

Contract No. 2026-6047-A00

Page 12 of 56 ends

9.18. Charitable Choice/Faith-Based Organizations
Contractor agrees and acknowledges that County may make funds available for programs or services affiliated with religious organizations under the following conditions: (i) the funds are made available on an equal basis for programs or services affiliated with non-religious organizations; (ii) the program funded does not have the substantial effect of supporting religious activities; (iii) the funding is indirect, remote, or incidental to the religious purpose of the organization.

Contractor agrees and acknowledges that County may not make funds available for programs or services affiliated with a religious organization that (i) has denied or continues to deny access to services on the basis of race, color, religion, ancestry, national origin, sex, citizenship, or known disability; (ii) will use the funds for a religious purpose; (iii) will use the funds for a program or service that subjects its participants to religious education.

Contractor agrees and acknowledges that all recipients of funding from County must (i) comply with all legal requirements and restrictions imposed upon government-funded activities set forth in Article IX, Section 8 and Article XVI, Section 5 of the California Constitution and in the First Amendment to the United States Constitution; and (ii) segregate such funding from all funding used for religious purposes.

10. Demand for Assurance
Each party to this Agreement undertakes the obligation that the other party’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either party, the other party may in writing demand adequate assurance of due performance, and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. “Commercially reasonable” includes not only the conduct of a party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding 30 days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved party’s right to demand adequate assurance of future performance. Nothing in this Article limits County’s right to terminate this Agreement pursuant to Article 4 (Termination).

11. Assignment and Delegation
Neither party hereto shall assign, delegate, sublet, or transfer any interest in or duty under this Agreement without the prior written consent of the other party, and no such transfer shall be of any force or effect whatsoever unless and until the other party shall have so consented.

12. Method and Place of Giving Notice, Submitting Invoices, and Making Payments All notices, invoices, and payments shall be made in writing and shall be given by email, personal delivery,y U.S. Mail or courier service. Notices, invoices, and payments shall be addressed as follows.

Contract No. 2026-6047-A00

Page 13 of 56 ends

To County To Contractor
Michael Gause
Ending Homelessness Manager
Housing Support and Services Section
Homelessness Services Division
Department of Health Services
County of Sonoma
1450 Neotomas Avenue, Suite 200
Santa Rosa CA 95405
707.565.4099
[email protected]
Kelli Kuykendall
Housing and Community Services Manager
City of Santa Rosa,
100 Santa Rosa Avenue
Santa Rosa CA 95404
707.543.3315
[email protected]
and
Sasha Brown
Program Specialist II
City of Santa Rosa
90 Santa Rosa Avenue
Santa Rosa CA 95404
707.543.4314
sashabrown
@srcity.org

When a notice, invoices, or payment is given by a generally recognized overnight courier service, the notice, invoices, or payment shall be deemed received on the next business day.

When a copy of a notice, invoices, or payment is sent by facsimile or email, the notice, invoices, or payment shall be deemed received upon transmission as long as: (1) the original copy of the notice, invoices, or payment is promptly deposited in the U.S. Mail and postmarked on the date of the facsimile or email (for a payment, on or before the due date); (2) the sender has a written confirmation of the facsimile transmission or email; and (3) the facsimile or email is transmitted before 5 p.m. (recipient’s time). In all other instances, notices, invoices, and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this Article 12.

13. Miscellaneous Provisions

13.1. No Waiver of Breach
The waiver by County of any breach of any term or promise contained in this Agreement shall not be deemed to be a waiver of such term or provision or any subsequent breach of the same or any other term or promise contained in this Agreement.

13.2. Construction
To the fullest extent allowed by law, the provisions of this Agreement shall be construed and given effect in a manner that avoids any violation of statute, ordinance, regulation, or law.

The parties covenant and agree that in the event that any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby. Contractor and County acknowledge that they have each contributed to the making of this Agreement and that, in the event of a dispute over the interpretation of this Agreement, the language of the Agreement will not be construed against one party in favor of the Contract No. 2026-6047-A00

Page 14 of 56 ends

other party. Contractor and County acknowledge that they have each had an adequate opportunity to consult with counsel in the negotiation and preparation of this Agreement.

13.3. Consent
Wherever in this Agreement the consent or approval of one party is required to an act of the other party, such consent or approval shall not be unreasonably withheld or delayed.

13.4. No Third-Party Beneficiaries
Nothing contained in this Agreement shall be construed to create and the parties do not intend to create any rights in third parties.

13.5. Applicable Law and Forum
This Agreement shall be construed and interpreted according to the substantive law of California, regardless of the law of conflicts to the contrary in any jurisdiction. Any action to enforce the terms of this Agreement or for the breach thereof shall be brought and tried in the City of Santa Rosa or the forum nearest to the City of Santa Rosa in the County of Sonoma.

13.6. Captions
The captions in this Agreement are solely for convenience of reference. They are not a part of this Agreement and shall have no effect on its construction or interpretation.

13.7. Merger
This writing is intended both as the final expression of the Agreement between the parties hereto with respect to the included terms and as a complete and exclusive statement of the terms of the Agreement, pursuant to Code of Civil Procedure Section 1856. No modification of this Agreement shall be effective unless and until such modification is evidenced by a writing signed by both parties.

13.8. Survival of Terms
All express representations, waivers, indemnifications, and limitations of liability included in this Agreement will survive its completion or termination for any reason.

13.9. Time of Essence
Time is and shall be of the essence of this Agreement and every provision hereof.

13.10. Counterparts and Electronic Copies
The parties agree that this Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and together which when executed by the requisite parties shall be deemed to be a complete original agreement. Counterparts may be delivered via facsimile, electronic mail (including PDF), or other transmission method, and any counterpart so delivered shall be deemed to have been duly and validly delivered, be valid and effective for all purposes, and shall have the same legal force and effect as an original document. This Agreement, and any counterpart, may be electronically signed by each or any of the parties through the use of any commercially available digital and/or electronic signature software or other electronic signature method in compliance with the U.S. Federal ESIGN Act of 2000, California’s Uniform Electronic Transactions Act (Cal. Civil Code § 1633.1 et seq.), or other applicable law. By its use of any electronic signature below, the signing party agrees to have conducted this transaction and to execute this Agreement by electronic means.

Contract No. 2026-6047-A00

Page 15 of 56 ends

13.11. Publicity
Any publicity generated by Contractor for the work performed pursuant to this Agreement, during the term of this Agreement or for one year thereafter, will make reference to the contribution of County in making the project possible.

13.12. Settlement-Specific Terms for Homeless Services and Property Handling/Storage Programs

13.12.1. Background
All County-funded programs involving homelessness services, homeless outreach, the storage or handling of personal property, or the removal of personal property from public property that the Contractor provides under this Agreement are subject to the terms and conditions of the settlement agreement attached to this Agreement as Exhibit I (United States District Court Northern California – District of California – San Francisco Division – Case No. 18-CV-01955-VC) (hereinafter, "Settlement"). Under the Settlement, the County must require its contractors performing such programs, services, or activities covered by the Settlement to maintain a written reasonable accommodation policy describing the procedure for requesting, reviewing, and implementing accommodations for individuals with disabilities. The Settlement also requires the County to ensure that its contractors providing such programs, services, or activities understand and assist the County in complying with the Settlement’s requirements, including by incorporating the Settlement into this Agreement as an exhibit.

These requirements apply equally to all subcontractors engaged in performing any portion of the covered programs, services, or activities.

13.12.2. Written Reasonable Accommodation Policy
Contractor shall, within 6 months of the Effective Date, develop, maintain, and implement a public written reasonable accommodation policy governing all programs, services, and activities covered by the Settlement. The policy shall describe the procedure for requesting, reviewing, approving or denying, and implementing reasonable accommodations for individuals with disabilities, and shall comply with all applicable federal and state disability rights laws.

Contractor shall provide the policy to the County upon request within a reasonable period and shall ensure that all personnel, including subcontractors, involved in performing services under this Agreement are trained on the policy’s requirements.

13.12.3. Cooperation with the County in Compliance with the Settlement Contractor agrees to use reasonable efforts to cooperate with the County to ensure that the programs, services, and activities covered by the Settlement and performed under this Agreement comply with all applicable terms and conditions of the Settlement. Such cooperation includes, but is not limited to, timely communication with County staff; identifying and modifying any existing procedures or practices necessary to support the County’s responsibilities under the Settlement; and ensuring that all subcontractors engaged in performing any portion of the covered programs, services, or activities adhere to the same requirements.

§ The remainder of this page has intentionally been left blank. §

Contract No. 2026-6047-A00

Page 16 of 56 ends

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

CONTRACTOR:

Lori Ann Farrell, Interim City Manager Dated
City of Santa Rosa
Approved as to Form:

City Attorney’s Office Dated
COUNTY OF SONOMA:

Approved; Certificates of Insurance on File with County:

Nolan Sullivan, Director Dated
Department of Health Services
Approved as to Substance:

Division Director or Designee Dated
Approved as to Form:

Sonoma County Counsel Dated
Approved as to Substance:

Privacy & Security Officer or Designee Dated
Contract No. 2026-6047-A00
Exhibit A

Page 17 of 56 ends

Exhibit A. Scope of Work – Safe Parking
This Exhibit A (Scope of Work – Safe Parking) comprises the following, which are herein incorporated by reference:

A-1. Scope of Work: Provisions
A-2. Scope of Work: Safe Parking
A-3. Program Requirements

Contract No. 2026-6047-A00
Exhibit A-1

Page 18 of 56 ends

Exhibit A-1. Scope of Work: Provisions
Services to be Provided by Contractor and Catholic Charities

1. Contractor and Catholic Charities shall provide services defined and set forth in Exhibit A (Scope of Work – Safe Parking), attached hereto and incorporated by this reference.

2. Contractor and Catholic Charities shall provide all necessary qualified personnel for performance of services under this Agreement.

3. Contractor and Catholic Charities shall record services and submit reports as required by County, enumerating all services delivered to clients and as below. a. Services shall be recorded in the Homeless Management Information System (HMIS) as stated in Exhibit D (Homeless Management Information System and Coordinated Entry).
b. Quarterly reports shall include the number of individuals and households, income, demographics, race, ethnicity, outcome performance, and changes in staffing. c. Narrative reports shall describe the progress of the project, including changes or adjustments to services offered, challenges experienced achieving project goals, and/or managing this Agreement.
d. The final quarter report shall address the accomplishments made during the entire funding period.
e. Annual Performance Report (APR) and Data Quality Report (DQR) shall be submitted with the final quarterly report.

4. Submission of reimbursement requests shall occur as often as monthly and at the end of each three-month quarterly period. Three monthly reimbursement requests or one quarterly reimbursement request must be submitted by the 10th of the month after the close of the quarter. The final reimbursement request must be submitted by July 8, 2025. All reimbursement requests must include a copy of a General Ledger for the period covered and a Year-to-Date General Ledger.

5. Contractor shall make available to County all records necessary to conduct thorough and comprehensive contract monitoring and auditing as well as to conduct research and evaluation concerning Contractor and project as appropriate under terms of this Agreement.

6. Staff shall refer all participants to appropriate city, county, state, and other local services.

7. Contractor and Catholic Charities shall comply with the guidelines, rules, and regulations in Exhibit D (Homeless Management Information System and Coordinated Entry), Exhibit E (Reasonable Accommodations), and Exhibit F (State and Federal Funding Requirements).

Please address any questions, concerns, and reports to:

Chuck Mottern
Homeless Services Coordinator
1450 Neotomas Avenue, Suite 200
Santa Rosa, CA 95405
[email protected]
707-565-4070
Contract No. 2026-6047-A00
Exhibit A-2

Page 19 of 56 ends

Exhibit A-2. Scope of Work:

Contractor and Catholic Charities shall provide a number of services, including but not limited to the following:
• Administration of the Project per Contract or requirements, including, without limitation, hours of operation, security, site layout, ADA compliance, fire, life/safety, health, welfare, and environmental requirements as well as infectious disease and disaster preparedness safety protocols.
• 24/7 operation with up to 50 safe parking sp aces, staffed by 12-hour Participant Advocates and 12-hour security.
• Coordination with Homeless Outreach Servic es Team (HOST) and the Contractors’s City Encampment Team to screen and enroll individuals identified for the Project at an offsite location.
• Sanitary facilities (portable toilets, handw ashing stations, showers), waste management services, meals, and other services essential to meeting basic needs, including transportation. • Assessment and enrollment in Coordinate d Entry for linkage to County-wide housing services.
• Case management services to ensure housing-focused intervention as well as connection to public benefit programs, health, mental health and drug treatment services, and job training or employment opportunities, including coordinating additional supports and case management services.
• Assistance to participants with documentation required to obtain housing (identification/driver’s license) and with vehicle/RV compliance (driver’s license, registration, insurance) to ensure transportation to work and appointments. • Regular meetings with Contract or and/or participants to address any issues that may arise including facilities issues, conflict resolution, and service needs.

The Program staffing model shall include the following positions to ensure a housing-focused intervention:
• Behavioral Health Clinician: Clinician is licensed with the California Board of Behavioral Sciences and responsible for providing comprehensive behavioral health support to participants with the goal of increasing their mental wellbeing and ability to live independent, healthy lives in the community.
• Case Managers: Case Managers focused on obtaining housing for those on their caseloads. Once they help the individual obtain housing, they will then prepare them for a successful transition into housing (furniture, crisis planning, etc.). For individuals that exit to permanent housing, the Case Manager will work to ensure participants retain housing and connecting them to resources to ensure that the reason they were originally brought into homelessness is addressed.
• Participant Advocates: Participant Advocates shall be on site 12 hours a day. Participant Advocates shall handle all operational needs and shall be responsible for having housing-focused conversations with participants within their first 14 days. Participant Advocates shall be Contract No. 2026-6047-A00
Exhibit A-2

Page 20 of 56 ends

responsible for ensuring operational safety as well as updating all housing lists with new ads off Craigslist and other housing opportunities.

HHAP Reporting Classification and HCD Guidance
For purposes of expenditure reporting, the parties acknowledge that the Safe Parking Program is most closely aligned with the Street Outreach eligible-use/project model, based on the Project’s focus on engaging persons experiencing unsheltered and vehicular homelessness and connecting them to Coordinated Entry, interim shelter, housing navigation, permanent housing opportunities, and supportive services.

This classification is intended solely to support County reporting of HHAP-funded activities and expenditures to the State and shall not change the Contractor's responsibility to operate, or cause to be operated, the Safe Parking Program in accordance with this Agreement. Contractor shall ensure that Project activities, documentation, data collection, HMIS participation, and reporting are sufficient to allow County to report HHAP-funded expenditures and outcomes under the eligible-use category determined by County, including Street Outreach or any other category later determined by County to be more appropriate based on State guidance.

Contract No. 2026-6047-A00
Exhibit A-3

Page 21 of 56 ends

Exhibit A-3. Program Requirements
The County's Department of Health Services (DHS) has awarded Contractor $979,040 in state and local funds to operate the Santa Rosa Safe Parking Program (Project), based at 55 Stony Point Rd, Santa Rosa, CA 95401.

The Project is a housing-focused, low-barrier site providing up to 50 parking spaces with the overarching goal of providing members of the community who are experiencing vehicular homelessness a place to safely park their vehicle or RV with direct access to basic services as well as wrap-around services targeted at ending their homelessness. The Project provides a safe and secure environment for participants with the goal of moving the participants into housing as rapidly as possible. In addition, the Project is meant to lessen the impacts of homelessness on the broader community.

The Project shall measure four outcomes as project deliverables:

1. Number of participants receivi ng interim shelter via the Project

2. Number of participants exited from Project to temporary housing

3. Number of participants exited from Project to permanent housing

4. Timely and accurate data entry based on staff input into the Homeless Management Information System (HMIS), as defined and by the prevailing HMIS Data Standards as stated in Exhibit D (Homeless Management Information System and Coordinated Entry) of this Agreement
Estimated unduplicated numbers served by the Project:

Households: 100
Adults: 100
Children: 0
HMIS Participation:
☒ Required ☐ Project shall be HMIS service only setup ☐ Not Applicable Emergency Shelter HMIS Workflow required documentation includes:

1. Enrollment (Project star t date and demographics)

2. Household (Family ID)

3. HUD Entry Assessment

4. Outreach and Services Engagement (taken just once per enrollment)

5. Outreach and Services Contact (tak en at each contact with client)

6. HUD Exit Assessment/Project Dismissal
Project Title(s) in HMIS: City of Santa Rosa Safe Parking and ERF Safe Parking – Shelter Verification of Homeless and Documentation Requirements per HUD Homeless Status Definition Final Rule, December 5, 2011, 24 CFR 576:
☒ Required ☐ Not Applicable
Contract No. 2026-6047-A00
Exhibit A-3

Page 22 of 56 ends

Eligibility – “Unsheltered homeless people” is defined as any individual or family with a primary nighttime residence that is a public or private place not designed for or ordinarily used as a regular sleeping accommodation for human beings, including a car, park, abandoned building, bus or train station, airport, or camping ground, per 24 CFR 576.101.

Verification of Chronic Homelessness Status per HUD Chronically Homeless Definition Final Rule, December 4, 2016, 24 CFR Parts 91 and 578:
☐ Required ☒ Not Applicable
Verification of At-Risk of Homelessness and Documentation Requirements per ESG Interim Rule, December 5, 2012, 24 CFR 576:
☐ Required ☒ Not Applicable
Coordinated Intake Participation:
☒ Required ☐ Not Applicable (participants do not meet homelessness definitions #1 or #2) ☐ This Project is required to accept referrals only from the Coordinated Entry System.

Participation in Continuum of Care Project Standards Development and Review:
☒ Required ☐ Not Applicable
Reporting Requirements
Contractor shall report quarterly on approved DHS-formatted template the following data:

1. Race, ethnicity, and income levels

2. Emergency Solutions Grant’s Consolidat ed Annual Performance Evaluation Report (ESG CAPER) data entered and meeting data standards

3. Status on the following CDC approved outcomes:

Contract No. 2026-6047-A00
Exhibit A-3

Page 23 of 56 ends

Outcome
Number Outcome Indicators Quantitative Measures Pro ject Goals 1 Ending Homelessness
Housing Indicators
Outreach or day services:

Placement of unsheltered
in safe housing
The percentage of
participants entered provided
interim shelter via the Project
100% of participants
served
2 Ending Homelessness
Housing Indicators
Outreach or day services:

Placement of unsheltered
in safe housing
The percentage of
unsheltered participants
entered into temporary
locations other than
permanent housing
15% of participants
served
3 Ending Homelessness
Housing Indicators
Outreach or day services:

Placement of unsheltered
in safe housin
g
The percentage of
unsheltered participants
entered into permanent
housing
25% of participants
served
4 HMIS Data Quality
Expectation
HUD Data Quality Report:
fewer than 5% errors on
questions 2, 3, and 4; fewer
than 5% of Project entry or
Project exit records in more
than 6 days on question 6
Question 2: <5%
Question 3: <5%
Question 4: <5%
Question 6: <5% in
more than
6 days

Additional Reports/Requirements:

Contractor shall provide additional data to County in response to a county, state, or federal report and/or inquiry request.

Guest Care and Safety Protocols
Written guest care and safety protocols prepared and implemented by Catholic Charities for review and approval by Contractor and County to include:
a. An investigative and reporting procedure fo r significant site incidents involving guests or staff or both, including but not limited to, onsite deaths, calls for medical assistance, reports of domestic violence, assaults, and known or observed onsite drug or alcohol use. Related reports must be provided to Contractor and County within three (3) days of any incident, except when a death has occurred. In the event of a guest death, City and County shall be notified not less than 12 hours after Catholic Charities staff is made aware of the death; and
b. A guest care procedure for when a guest is ob served to be under the influence of drugs or alcohol. This guest care procedure may include, but not be limited to, (1) case notes entered into the guest’s confidential files; (2) a formal offer by Catholic Charities staff of counseling or treatment to the guest, predicated on confirmation that adequate resources are available; and (3) referral to the Sonoma County Behavioral Health team of the names of those guests who are interested in the counseling or treatment; and Contract No. 2026-6047-A00
Exhibit A-3

Page 24 of 56 ends

c. A guest care procedure for guests who agr ee to substance use counseling or treatment and who desire to be in a parking space reasonably distant from other guests who may not be in recovery, to the extent that this is achievable with the site’s guest count and site layout.

Contract No. 2026-6047-A00
Exhibit B

Page 25 of 56 ends

Exhibit B. Budget – Safe Parking
This Exhibit B (Budget – Safe Parking) comprises the following, which are herein incorporated by reference:

B-1. Fiscal Provisions
B-2. Budget
B-3. Emergency Solution Grant Regulations
B-4. Eligible Costs: Safe Parking

Contract No. 2026-6047-A00
Exhibit B-1

Page 26 of 56 ends

Exhibit B-1. Fiscal Provisions
Fiscal Responsibilities. In consideration of the obligations to be performed by Contractor herein, Contractor shall be reimbursed for its actual costs within the spending plan/paid according to the schedule depicted in Exhibit B-2 (Budget).

1. Claiming and Documentation. Contractor shall receive reimbursement for its actual expenses by submitting a Contractor Reimbursement Request as often as monthly or at least quarterly. All costs shall be supported by accounting documentation according to the state, federal, and local funding outlined in this agreement. The documentation shall establish that County is charged only a fair and equitable portion of any indirect or shared costs attributable to services performed under this Agreement.

2. Transfer of Program Funds/Budget Adjustments. The County of Sonoma Department of Health Services Director, or designee, is authorized to approve and execute the transfer of funds between cost categories set forth in Exhibit B-2 (Budget) so long as such changes do not result in a significant change to the program design. County’s written approval is required prior to the transfer of any program funds between cost categories set forth in the Exhibit B-2 (Budget).

3. No Supplantation. Contractor must not claim reimbursement under this Agreement for expenditures reimbursed or financed by any other private or federal, state, or local government source. No supplantation of program financing by Contractor is contemplated or allowed.

4. Procurement. No procurement is authorized which is not specifically identified and approved herein. No equipment or capital projects are to be financed with this grant.

Contract No. 2026-6047-A00
Exhibit B-2

Page 27 of 56 ends

Exhibit B-2. Budget
Budget
Personnel
Cost ($)
Operating
Cost ($)
Indirect
Costs ($)
Total by
Funding
Type ($)
Measure O 0.00 476,877.00 2,163.00 479,040.00
HHAP 4 (County) 0.00 0.00 108,179.00 108,179.00
HHAP 5 (County) 374,463.00 0.00 17,358.00 391,821.00 Total by Cost Allowance 374,463.00 476,877.00 127,700.00 979,040.00

Contract No. 2026-6047-A00
Exhibit B-3

Page 28 of 56 ends

Exhibit B-3. Emergency Solution Grant Regulations: Safe Parking This project is Safe Parking Project and is not defined under Emergency Solutions Grant (ESG) Regulations found in 24 CFR 576.1 to 576.501, which define Homelessness Services activities in general, and project activities specifically. While not defined under ESG regulations, the guidance relating to Record Keeping, Eligibility Determination, Shelter and Housing Standards, and Domestic Violence, as described in Exhibit F (State and Federal Funding Requirements), should be observed to the greatest extent possible.

Eligible expenses are described in Exhibit B-4 (Eligible Costs: Safe Parking).

Contractor shall carry out all ESG-funded activities described in Exhibit F (State and Federal Funding Requirements) Section 3 (Compliance with Emergency Solutions Grant Program, 24 CFR 576 Subpart E).

Contract No. 2026-6047-A00
Exhibit B-4

Page 29 of 56 ends

Exhibit B-4. Eligible Costs: Safe Parking
Safe Parking funds may be used to provide services to individuals and families as follows:

1. Engagement (§ 576.101(a)(1)): Activities to locate, identify, and build relationships with individuals or families living in unsheltered settings for the purpose of providing immediate support, intervention, and connections with homeless assistance programs or mainstream social services and housing programs.
a. Initially assessing needs and eligibility
b. Providing crisis counseling
c. Actively connecting and providing information and referrals to programs targeted to homeless people and mainstream social services and housing programs addressing urgent physical needs, such as providing meals, blankets, clothes, or toiletries
d. Covering cell phone costs for Safe Parking staff during the performance case management activities
e. Paying salaries of staff conducting Safe Parking work

2. Case Management (§ 576.101(a)(2)): Assessing housing and service needs, and arranging, coordinating, and monitoring the delivery of individualized services. a. Using Sonoma County Coordinated Entry system
b. Initially evaluating, including verifying and documenting eligibility c. Counseling
d. Developing, securing, and coordinating services
e. Obtaining federal, state, and local benefits
f. Monitoring and evaluating participant progress
g. Providing information and referrals to other providers h. Developing an individualized housing and service plan, including planning a path to permanent housing stability
i. Paying salaries of staff conducting case management

3. Emergency Health Services (§ 576.101(a)(3)): Outpatient treatment of urgent medical conditions by licensed medical professionals in community-based settings (e.g., streets, parks, and campgrounds). These services are eligible only to the extent that other appropriate health services are inaccessible or unavailable within the area. a. Assessing participant’s health problems and developing a treatment plans b. Assisting participants to understand their health needs c. Providing or helping participants to obtain appropriate emergency medical treatment
d. Providing medication and follow-up services.

Contract No. 2026-6047-A00
Exhibit B-4

Page 30 of 56 ends

4. Emergency Mental Health Services (§ 576.101(a)(4)): Outpatient treatment of urgent mental health conditions by licensed professionals in community-based settings (e.g., streets, parks, and campgrounds). These services are eligible only to the extent that other appropriate mental health services are inaccessible or unavailable within the area.
a. Crisis interventions
b. Prescription of psychotropic medications
c. Explanation about the use and management of medications d. Combinations of therapeutic approaches to address multiple problems

5. Transportation (§ 576.101(a)(5)): Travel by outreach workers, social workers, medical professionals, or other service providers during the provision of eligible services. Also includes the costs of transporting unsheltered people to emergency shelters or other service facilities.
a. Transporting unsheltered people to emergency shelters or other service facilities b. Participant’s traveling on public transit
c. Providing mileage allowance for service workers to visit program participants d. Purchasing or leasing a vehicle for staff use in conducting outreach activities, including the cost of gas, insurance, taxes, and maintenance for the vehicle e. Covering costs of staff to accompany or assist participants to use public transportation

6. Services for Special Populations (§ 576.101(a)(6)): Otherwise, eligible Essential Services that have been tailored to address the special needs of homeless youth, victims of domestic violence and related crimes or threats, and people living with HIV/AIDS who are literally homeless.
a. Engagement
b. Case Management
c. Emergency Health Services
d. Emergency Mental Health Services
e. Transportation
f. Housing Assistance

Contract No. 2026-6047-A00
Exhibit C

Page 31 of 56 ends

Exhibit C. Insurance Requirements
(Template 5 – Rev 2024 May 20)
With respect to performance of work under this Agreement, Contractor shall maintain and shall require all of its subcontractors, consultants, and other agents to maintain insurance as described below unless such insurance has been expressly waived by the attachment of a Waiver of Insurance Requirements. Any requirement for insurance to be maintained after completion of the work shall survive this Agreement.

County reserves the right to review any and all of the required insurance policies and/or endorsements, but has no obligation to do so. Failure to demand evidence of full compliance with the insurance requirements set forth in this Agreement or failure to identify any insurance deficiency shall not relieve Contractor from, nor be construed or deemed a waiver of, its obligation to maintain the required insurance at all times during the performance of this Agreement.

1. Workers Compensation and Employers Liability Insurance a. Required if Contractor has employees as defined by the Labor Code of the State of California.
b. Workers Compensation insurance with statutory limits as required by the Labor Code of the State of California.
c. Employers Liability with minimum limits of $1,000,000 per Accident; $1,000,000 Disease per employee; $1,000,000 Disease per policy.
d. Required Evidence of Insurance: Certificate of Insurance.

If Contractor currently has no employees as defined by the Labor Code of the State of California, Contractor agrees to obtain the above-specified Workers Compensation and Employers Liability insurance should employees be engaged during the term of this Agreement or any extensions of the term.

2. General Liability Insurance
a. Commercial General Liability Insurance on a standard occurrence form, no less broad than Insurance Services Office (ISO) form CG 00 01.
b. Minimum Limits: $1,000,000 per Occurrence; $2,000,000 General Aggregate; $2,000,000 Products/Completed Operations Aggregate. The required limits may be provided by a combination of General Liability Insurance and Commercial Excess or Commercial Umbrella Liability Insurance. If Contractor maintains higher limits than the specified minimum limits, County requires and shall be entitled to coverage for the higher limits maintained by Contractor.
c. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $100,000, it must be approved in advance by County. Contractor is responsible for any deductible or self insured retention and shall fund it upon County’s written request, regardless of whether Contractor has a claim against the insurance or is named as a party in any action involving the County.

Contract No. 2026-6047-A00
Exhibit C

Page 32 of 56 ends

d. "County of Sonoma, its Officers, Agents, and Employees" shall be endorsed as additional insureds for liability arising out of operations by or on behalf of the Contractor in the performance of this Agreement.
e. The insurance provided to the additional insureds shall be primary to, and non- contributory with, any insurance or self-insurance program maintained by them. f. The policy definition of “insured contract” shall include assumptions of liability arising out of both ongoing operations and the products-completed operations hazard (broad form contractual liability coverage including the “f” definition of insured contract in ISO form CG 00 01, or equivalent).
g. The policy shall cover inter-insured suits between the additional insureds and Contractor and include a “separation of insureds” or “severability” clause which treats each insured separately.
h. Required Evidence of Insurance: Certificate of Insurance.

3. Sexual Abuse or Molestation (SAM) Liability
a. If the Contractor’s scope of work involves direct or incidental contact with minors, dependent adults, or other vulnerable populations, the Contractor shall maintain affirmative coverage for Sexual Abuse or Molestation.

If the General Liability policy referenced above is not endorsed to include affirmative coverage for sexual abuse or molestation, Contractor shall obtain and maintain a policy covering Sexual Abuse and Molestation with a limit no less than $1,000,000 per occurrence or claim.
b. "County of Sonoma, its Officers, Agents, and Employees" shall be included as additional insureds on both the General Liability and, if applicable, Sexual Abuse and Molestation Liability policies with respect to liability arising out of work or operations performed by or on behalf of the Contractor in the performance of this Agreement, by endorsement or under policy language providing automatic coverage to any person or organization required by written contract to be an additional insured. c. The insurance provided to the additiona l insureds shall apply on a primary and non- contributory basis with respect to any insurance or self-insurance program maintained by the contracting entity.
d. Required Evidence of Insurance:
• Certificate of Insurance evidencing either of the following:
° Affirmative Sexual Abuse or Molestation coverage included in the General Liability policy; or
° A separate Sexual Abuse and Molestation Liability policy meeting the requirements above.

4. Automobile Liability Insurance
a. Minimum Limit: $1,000,000 combined single limit per accident. The required limits may be provided by a combination of Automobile Liability Insurance and Commercial Excess or Commercial Umbrella Liability Insurance.

Contract No. 2026-6047-A00
Exhibit C

Page 33 of 56 ends

b. Insurance shall cover all owned autos. If Contractor currently owns no autos, Contractor agrees to obtain such insurance should any autos be acquired during the term of this Agreement or any extensions of the term.
c. Insurance shall cover hired and non-owned autos.
d. Required Evidence of Insurance: Certificate of Insurance.

5. Professional Liability/Errors and Omissions Insurance a. Minimum Limit: $1,000,000 per claim or per occurrence. b. Any deductible or self-insured retention shall be shown on the Certificate of Insurance. If the deductible or self-insured retention exceeds $100,000, it must be approved in advance by County.
c. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.
d. Coverage applicable to the work performed under this Agreement shall be continued for two (2) years after completion of the work. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. e. Required Evidence of Insurance: Certificate of Insurance specifying the limits and the claims-made retroactive date.

6. Cyber Liability Insurance – Network Security & Privacy Liability Insurance a. Minimum Limit: $2,000,000 per claim or per occurrence, $2,000,000.00 aggregate. b. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Consultant in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs (including notification costs), regulatory fines and penalties as well as credit monitoring expenses. c. If the insurance is on a Claims-Made basis, the retroactive date shall be no later than the commencement of the work.
d. Coverage applicable to the work performed under this Agreement shall be continued for two (2) years after completion of the work. Such continuation coverage may be provided by one of the following: (1) renewal of the existing policy; (2) an extended reporting period endorsement; or (3) replacement insurance with a retroactive date no later than the commencement of the work under this Agreement. e. Required Evidence of Insurance: Certificate of Insurance specifying the limits and the claims-made retroactive date.

Contract No. 2026-6047-A00
Exhibit C

Page 34 of 56 ends

7. Standards for Insurance Companies
Insurers, other than the California State Compensation Insurance Fund, shall have an A.M. Best's rating of at least A:VII.

8. Documentation
a. All required Evidence of Insurance shall be submitted prior to the execution of this Agreement. Contractor agrees to maintain current Evidence of Insurance on file with County for the entire term of this Agreement and any additional periods if specified in Sections 1 – 4 above.
b. The name and address for Additional Insured endorsements and Certificates of Insurance is:

County of Sonoma, its Officers, Agents, and Employees
Attn: DHS – Contract & Board Item Development Unit
1450 Neotomas Avenue, Suite 200
Santa Rosa CA 95405
Email: [email protected]
c. Required Evidence of Insurance shall be submitted for any renewal or replacement of a policy that already exists, at least ten (10) days before expiration or other termination of the existing policy.
d. Contractor shall provide immediate written notice if: (1) any of the required insurance policies is terminated; (2) the limits of any of the required policies are reduced; or (3) the deductible or self-insured retention is increased. e. Upon written request, certified copies of required insurance policies must be provided within thirty (30) days.

9. Policy Obligations
Contractor's indemnity and other obligations shall not be limited by the foregoing insurance requirements.

10. Material Breach
If Contractor fails to maintain insurance which is required pursuant to this Agreement, it shall be deemed a material breach of this Agreement. County, at its sole option, may terminate this Agreement and obtain damages from Contractor resulting from said breach. Alternatively, County may purchase the required insurance, and without further notice to Contractor, County may deduct from sums due to Contractor any premium costs advanced by County for such insurance. These remedies shall be in addition to any other remedies available to County.

Contract No. 2026-6047-A00
Exhibit D

Page 35 of 56 ends

Exhibit D. Homeless Management Information System and
Coordinated Entry
Homeless Management Information System
As stated in the Sonoma County Homeless Management Information System Participant Agreement, Contractor must be in “good standing” in collecting and entering current, accurate, and comprehensive data that reflects the homeless program services delivered by Contractor into County’s Efforts to Outcomes (EtO) Homeless Management Information System (HMIS) licensed by Social Solutions Group as a condition of funding under this Agreement.

1. HMIS Good Standing: Good Standing is defined as timely data entry as well as complete and accurate data reflective of the Participant’s status at Intake, Update, and Exit, as defined by the prevailing HMIS Data Standards.
a. Timely data entry: Unless otherwise approved in writing and attached to this Agreement, entry of data into EtO HMIS within five (5) business days of the event that generated the data collection (i.e., Participant Intake, Entry, Update, and/or Exit from the Program) is required. If Participant is enrolled in Program for longer than one-year, annual updates are required.
b. Accurate and Complete Data
i. All homeless Participant data for Covered Homeless Organizations shall be entered into the EtO HMIS unless approved in writing and attached to this Agreement.
ii. 95% of all HUD or Sonoma County-defined mandated data points are supplied (fields do NOT reflect a “Null”, “Don’t Know or Refused”, or “Data Not Collected” value).
iii. The HUD Data Quality reports (required quarterly for each homeless program) shall always reflect a 95% or higher data completeness and quality result. c. Data Collection Methodology: Contractor shall adhere to the most current HMIS Data Standards and County of Sonoma HMIS Lead designed program workflow(s) for each homeless program type.

2. User Training: All Users of the EtO HMIS shall receive general HMIS User Training and Security and Ethics prior to receiving login credentials to the HMIS. Additionally, all HMIS Users shall receive updated Security and Ethics training annually. Contractor shall report Users departing their HMIS role for any reason within 24 hours of their departure for removal of User from the HMIS.

3. Required Quarterly Reporting: Contractor shall utilize data from the following reports as the basis for quarterly report submissions and include those reports with its submission:
a. HUD Data Quality Report for the program being reported with a data range from the start of the fiscal year to the end of the required reporting period (cumulative) b. HUD Annual Performance Report for the program

4. HMIS Financial Match and Other Financial Requirement: Contractor agrees to pay the calculated fair share portion of the McKinney-Vento-required funding match within 60 days Contract No. 2026-6047-A00
Exhibit D

Page 36 of 56 ends

of billing by County. Contractor also agrees to provide County with leveraging information within 30 days of request.

5. Homeless Count Participation: Contractor shall take part in annual sheltered Homeless Count by maintaining accurate and up-to-date data in good standing and being responsive to the Sonoma County Homelessness Coalition (formally: Continuum of Care) and HMIS Coordinators’ requests for current and accurate information prior to and after the Homeless Count. Contractor shall take part in the annual unsheltered Homeless Count by assigning staff to assist in the Homeless Count process and by making facilities and other Contractor resources available to support the Homeless Count commensurate to the size of Contractor’s homelessness program.

Coordinated Entry
Contractor shall fully participate in the Sonoma County Coordinated Entry System (CES). Full participation is defined as adherence to all Sonoma County Coordinated Entry System Policies and Procedures, which includes:

1. Referring homeless participants directly to CES for screening and assessment

2. Communicating about program referral pl acement and/or reasons for declining participants

3. Determining participant referrals shall be completed within three (3) business days or less.

4. For housing programs, Contractor accepting referrals from the CES. Rejections of referrals shall be only for reasons permissible in the Sonoma County Coordinated Entry System Policies and Procedures.

5. For Emergency Shelter and Street Outrea ch services, Contractor assessing and enrolling participants into the CES within three (3) days of entering the program.

Contract No. 2026-6047-A00
Exhibit E

Page 37 of 56 ends

Exhibit E. Reasonable Accommodations
Contractor is required to comply with the American with Disabilities Act of 1990 (ADA), as amended by the ADA Amendments Act of 2008. The ADA prohibits public and private entities offering a place of public accommodation from discriminating against individuals on the basis of an actual or perceived disability.

The ADA requires Contractor to provide reasonable accommodations1 to applicants and participants who claim a disability prevents them from accessing services, but who otherwise would be eligible for Contractor’s services. Individuals with a disability, as defined by the ADA, are entitled to request and receive reasonable accommodations in order to enjoy full and equal access to Contractor’s services.

County requires Catholic Charities to submit their Reasonable Accommodations Policy, approved by Contractor, if applicable, that describes the procedure for processing requests for reasonable accommodations, as well as a Participant Grievance Policy and Procedure that describes how a participant may file a grievance if she or he believes Catholic Charities has discriminated against her or him in violation of the ADA. At a minimum, Catholic Charities’ reasonable accommodation policy must guide staff in conducting the iterative process of responding to reasonable accommodation requests and describe internal processes for accepting or denying such requests. Final versions of these policies, or a draft if the policy is not yet finalized, must be filed with County as a condition of entering into this Agreement.

If a submitted draft policy receives Contractor’s approval during this Agreement’s term, Contractor must submit the approved policy to County via email within thirty (30) days to their Program Manager or designee. Catholic Charities’ response to the processing of reasonable accommodation requests shall be a point of program monitoring throughout the life of this Agreement.

County’s receipt and retention of Contractor’s or Catholic Charities’ policies is not a determination on or acceptance of the legal sufficiency of such polices. Contractor should consult with its legal counsel regarding the sufficiency of such policies.

If an applicant for services requests a reasonable accommodation for a disability during initial assessment or at any time following enrollment into the Coordinated Entry System, Coordinated Entry staff shall forward the accommodation request to the service or housing organization.

Applicants already enrolled in Coordinated Entry may submit their requests directly to a Catholic Charities’ staff member at any point of their experience with services. Per the Coordinated Entry Policies and Procedures (Documentation of Reasonable Accommodation Requests, and Enforcement Activities Section, page 51), Catholic Charities has 72 hours to respond the reasonable accommodation request, confirming receipt of the request.

Participant files shall contain documentation of the date of the reasonable accommodation request, the nexus between the requested accommodation and the individual’s disability, Catholic Charities’ response to the request, including any specific reasons for denying or approving the request, and the course of action following denial or approval. Denials of

1 A reasonable accommodation is a change, exception, or adjustment to a rule, policy, practice, or service that may be necessary for a person with disabilities to have an equal opportunity to use and enjoy a dwelling, including public and common use spaces, or to fulfill their program obligations.

Contract No. 2026-6047-A00
Exhibit E

Page 38 of 56 ends

reasonable accommodation requests must contain information supporting Catholic Charities’ determination that approval would cause undue financial and administrative burden or fundamentally alter the nature of the program. In the event of a denial of a reasonable accommodation request, Catholic Charities shall inform Contractor and County via email to their Program Manager or designee of the circumstances, reasons for denial, and subsequent actions within five (5) business days.

Contract No. 2026-6047-A00
Exhibit F

Page 39 of 56 ends

Exhibit F. State and Federal Funding Requirements

1. General Compliance
Contractor agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the Housing and Urban Development regulations concerning federal Community Development Block Grant program (CDBG)) and/or Part 576 (the Housing and Urban Development regulations concerning federal Emergency Solutions Grant Program (ESG)), and/or Part 578 (the Housing and Urban Development regulations concerning the federal Continuum of Care (CoC) program), as relevant. Contractor agrees to comply with all other applicable federal, state, and local laws, regulations, and policies governing the funds provided under this Agreement. Contractor further agrees to utilize federal funds available under this Agreement to supplement rather than supplant funds otherwise available.

Both parties have entered into this Agreement in reliance on the federal government’s representation that the program funding will continue. Notwithstanding any other provision of this Agreement, County retains the right in its sole discretion and without notice to terminate or reduce the amount payable to Contractor under this Agreement if the federal government does not fund in the amount projected at the time this Agreement is executed. Contractor agrees that the maximum amount payable under this Agreement by County shall not exceed the amount funded by the federal government.

Recordkeeping Criteria for the Definition of Homelessness guidance can be found at:
https://www.hudexchange.info/resource/1974/criteria-and-recordkeeping-requirements-for- definition-of-homeless/

2. Program Income
“Program income” means amounts received by Contractor generated from the use of federal or state funds as defined at 24 CFR 570.500. Program income includes, but is not limited to, the following:
• Proceeds from the disposition by sale or long-term lease of real property purchased or improved with federal funds
• Proceeds from the disposition of equipment purchased with federal funds • Gross income from the use or rental of real or personal property acquired by Contractor with federal or state funds, less costs incidental to generation of the income • Gross income from the use or rental of real property, owned by Contractor, that was constructed or improved with federal funds, less costs incidental to generation of the income
• Payments of principal and interest on loans made using federal funds • Proceeds from the sale of loans made with federal funds • Proceeds from the sale of obligations secured by loans made with federal funds • Interest earned on program income pending its disposition Contract No. 2026-6047-A00
Exhibit F

Page 40 of 56 ends

• Funds collected through special assessments made against properties owned and occupied by households not of low and moderate income, where the assessments are used to recover all or part of the federally funded portion of a public improvement Under the Emergency Solutions Grant Program (ESG, 24 CFR 576.3 and 576.201), program income includes any amount of a security or utility deposit returned to Contractor; eligible ESG costs paid by program income shall count toward meeting County’s matching requirements.

According to the records retention policies in paragraph 10(b), Records, financial records of receipt and use of program income must be retained.

Under the Continuum of Care Program (CoC, 24 CFR 578.97), program income is the income received by Contractor directly generated by a grant-supported activity. Contractor shall retain program income earned during the grant term and used for eligible activities in accordance with 24 CFR 578 Subpart D. Costs incident to the generation of program income may be deducted from gross income to calculate program income, provided that the costs have not been charged to grant funds.

Under the Homeless Housing Assistance Program (HHAP) program, income may be generated by activities carried out with HHAP funds made available under this Agreement. Contractor may use such income only during the term of this Agreement and only for activities permitted under this Agreement and shall reduce requests for additional funds by the amount of any such program income balances on hand. All unexpended program income shall be returned to County upon termination of the Agreement.

The requirements of 24 CFR Part 85 apply to the applicants of general-purpose local government units, except that 24 CFR 85.24 and 85.42 do not apply, and program income is to be used as a match under 24 CFR 85.25 (g). The requirements of 24 CFR Part 84 apply to applicants that are private non-profit organizations, except that 24 CFR 84.23 and 84.53 do not apply, and program income is to be used as the non-federal share under 24 CFR 84.24 (b). These regulations include allowable costs and non-federal audit requirements.

3. Compliance with Emergency Solutions Grant Program, 24 CFR 576 Subpart E In the event that any provision of the Agreement or its exhibits conflict with any other term or condition, Contractor shall abide by the stricter requirement as set forth by the County, state, or federal governmental agency. Contractor shall carry out all ESG-funded activities in a manner consistent with the requirements of 25 CCR 8409.

State ESG funds awarded by County shall be used for the eligible activities as permitted under the federal ESG regulations at 24 CFR Part 576.
• Per § 576.400 (d), once the Continuum of Care has developed a centralized assessment system or a coordinated assessment system in accordance with requirements to be established by HUD, each ESG-funded program or project within the Continuum of Care's area must use that assessment system.
• Per § 576.400 (e), as the administrative agency for the Urban County and Administrative Entity for the State ESG Program, County has developed written standards for providing ESG assistance and shall consistently apply those standards for all program participants. Contractor shall comply with all written standards developed by adopted by the Sonoma County Homeless Coalition.

Contract No. 2026-6047-A00
Exhibit F

Page 41 of 56 ends

• Per § 576.400 (f), data on all persons served and all activities assisted under all projects, including those funded with any local, state, or federal source, including State ESG, are entered into the applicable community-wide Homeless Management Information System (HMIS) in the area in which those persons and activities are located, or a comparable database, in accordance with HUD’s standards on participation, data collection, and reporting under a local HMIS. Specific HMIS requirements are included in Exhibit D (Homeless Management Information System and Coordinated Entry).
• Per § 576.405 (c), Contractor must involve homeless individuals and families in constructing, renovating, maintaining, and operating facilities assisted under ESG, in providing services assisted under ESG, and in providing services for occupants of facilities assisted under ESG. This involvement may include employment or volunteer services.

The ESG regulations describe guidance relevant to all projects. • 576.401 – Evaluation of program participant eligibility and needs • 576.402 – Terminating assistance
• 576.403 – Shelter and Housing Standards
• 576.409 – Protection for victims of domestic violence, dating violence, sexual assault, or stalking.
• 576.500 – Recordkeeping and reporting requirements
Emergency Solution Grant Regulations can be found at:
https://www.govinfo.gov/content/pkg/CFR-2018-title24-vol3/xml/CFR-2018-title24-vol3- part576.xml#seqnum576.102
The Emergency Solutions Grant Standards, including written standards, forms, and other resources, can be found on the Sonoma County ESG Program Guide for Emergency Solutions Grant Standards webpage at:
https://sonomacounty.gov/health-and-human-services/health- services/divisions/homelessness-services/resources/esg-standards

4. Compliance with Continuum of Care Program, 24 CFR 578 Per § 578.23 (c)(9), Contractor must use the coordinated assessment system established by the Continuum of Care. A victim service provider may choose not to use the Continuum of Care’s coordinated assessment system provided that victim service providers use a centralized or coordinated assessment system that meets HUD’s minimum requirements and the victim service provider uses that system instead.

Per § 578.75 (e), Contractor must conduct an ongoing assessment of the supportive services needed by the participants in the project, the availability of such services, and the coordination of services needed to ensure long-term housing stability.

Per § 578.75 (g), Contractor must provide for the participation of not less than one homeless individual or formerly homeless individual on the board of directors or other equivalent policymaking entity of Contractor, to the extent that such entity considers and makes policies Contract No. 2026-6047-A00
Exhibit F

Page 42 of 56 ends

and decisions regarding any project, supportive services, or assistance provided. This requirement is waived if Contractor is unable to meet such requirement and obtains HUD approval for a plan to otherwise consult with homeless or formerly homeless persons when considering and making policies and decisions. Each Contractor must, to the maximum extent practicable, involve homeless individuals and families through employment; volunteer services; or otherwise in constructing, rehabilitating, maintaining, operating the project, and providing supportive services for the project.

5. Executive Order 11246 – Employment and Contracting Opportunities Executive Order 11246, as amended by Executive Orders 11375, 11478, 12086, and 12107, and all regulations pursuant thereto (41 CFR Chapter 60) states that no person shall be discriminated against on the basis of race, color, religion, sex, or national origin in all phases of employment during the performance of federal or federally-assisted contracts, and affirmative action shall be taken to ensure equal employment opportunity. Contractor shall incorporate, or cause to be incorporated, into any contract for construction work or modification thereof, as defined in the regulations of the Secretary of Labor at 41 CFR Chapter 60, which is paid for in whole or in part with funds obtained from the federal government or borrowed on the credit of the federal government pursuant to a grant, contract, loan, insurance, or guarantee, the equal opportunity clause.

6. Use of Debarred, Suspended or Ineligible Contractors or Subcontractors Contractor agrees that assistance provided under this Agreement shall not be used directly or indirectly to employ, award contracts to, or otherwise engage the services of, or fund any Contractor or subcontractor during any period of debarment, suspension, or placement in ineligible status (24 CFR Part 24).

7. Lobbying Restrictions
Contractor agrees to the best of its knowledge and belief:
• No federal appropriated funds have been paid or will be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, or the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative Agreement.
• If any funds other than federal-appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress, in connection with this federal contract, grant, loan, or cooperative Agreement, Contractor shall complete and submit Standard Form LLL, “Disclosure Form to Report Lobbying” in accordance with its instructions; and the language of this paragraph shall be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and Contractor shall certify and disclose accordingly.

Contract No. 2026-6047-A00
Exhibit F

Page 43 of 56 ends

• This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by Section 1352, Title 31, US Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

8. Environmental Standards
Contractor agrees to comply with the requirements of the National Environmental Policy Act of 1969 as specified in regulations issued pursuant to Section 104(g) of the Housing and Community Development Act and contained in 24 CFR part 58.

9. Fair Housing and Equal Opportunity Certifications
Contractor hereby assures and certifies that it shall comply with the following Acts and/or Executive Orders:
• Title VI of the Civil Rights Act of 1964 (42 USC 2000d et seq.; PL 88-352) and regulations pursuant thereto (Title 24 CFR Part I) states that no person in the United States shall, on the basis of race, color, national origin, or sex, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any program or activity receiving federal financial assistance extended to Contractor. This assurance shall obligate Contractor, or in the case of any transfer, the transferee, for the period during which the real property and structure(s) are used for a purpose for which the federal financial assistance is extended or for another purpose involving the provision of similar services or benefits. • The Fair Housing Act (42 USC 3601-3620; PL 90-284) states that it is the policy of the United States to provide, within constitutional limitations, for fair housing throughout the United States and prohibits any person from discriminating in the sale or rental of housing, the financing of housing, or the provision of brokerage services, including in any way making unavailable or denying a dwelling to any person because of race, color, religion, sex, national origin, handicap or familial status. Contractor shall administer all programs and activities assisted under this Agreement in a manner to affirmatively further the policies of the Fair Housing Act. • Executive Order 11063, Equal Opportunity in Housing, as amended by Executive Order 12259, and regulations pursuant thereto (24 CFR Part 107) prohibit discrimination because of race, color, creed, sex, or national origin in the sale, leasing, rental or other disposition of residential property and related facilities (including land to be developed for residential use), or in the use or occupancy thereof, if such property and related facilities are provided with federal financial assistance. • Section 109 of the Housing and Community Development Act of 1974 ° Section 109 of the Housing and Community Development Act of 1974 states that no person in the United States shall on the basis of race, color, national origin, or sex be excluded from participation in, be denied the benefits of, or be subjected to discrimination under any program or activity funded in whole or in part with funds made available under Section 109.

Contract No. 2026-6047-A00
Exhibit F

Page 44 of 56 ends

° Section 109 further provides that any prohibition against discrimination on the basis of age under the Age Discrimination Act of 1975 (42 USC 6101 et seq.) or with respect to an otherwise qualified handicapped person as provided in Section 504 of the Rehabilitation Act of 1973 (29 USC 794) shall also apply to any program or activity funded in whole or in part with funds made available pursuant to Section 109.
• Executive Order 13166, the Limited English Proficiency (LEP) Guidelines, based upon Title VI of the Civil Rights Act of 1964 (24 CRF 1.4 Executive Order 13166), requires recipients of federal funding to provide language translation or interpreter services to its clients and potential clients who are limited in English proficiency. ° A person with limited English proficiency (LEP) is a person who does not speak English as their primary language and who has a limited ability to read, write, speak, or understand English. Affirmative steps must be taken to communicate with people who need services or information in a language other than English.

A policy must be developed to serve applicants, participants, and/or persons eligible for housing assistance and support services.
° Contractor must analyze the various kinds of contacts it has with the public to assess language needs and decide what reasonable steps should be taken. In order to determine the level of access needed by LEP persons, the following four factors must be balanced:
− Number or proportion of LEP persons eligible to be served or likely to be applying for program services
− Frequency with which LEP persons utilize these programs and services − Nature and importance of the program, activity, or service provided − Benefits from providing LEP services and the resources available and the costs to County for those services.
° Balancing these four factors will ensure meaningful access by LEP persons to critical services while not imposing undue burdens on Contractor. Contractor shall develop and implement a LEP policy consistent with the above guidelines and provide County with copies of its LEP Policy.
• Section 504 of the Rehabilitation Act of 1973, as amended, prohibits discrimination based on disability in federally assisted-and-conducted programs and activities. • Title III of the Americans with Disabilities Act (28 CFR 36, Subpart B) prohibits discrimination on the basis of disability in the full and equal enjoyment of the goods, services, facilities, or accommodations of any place of public accommodation by any private entity. Requirements are outlined per Exhibit E (Reasonable Accommodations) of this Funding Agreement.
• The Age Discrimination Act of 1975, as amended, prohibits discrimination because of age in programs and activities receiving federal financial assistance. • Equal Access in Accordance With an Individual’s Gender Identity in Community Planning and Development Programs
Contract No. 2026-6047-A00
Exhibit F

Page 45 of 56 ends

° The Equal Access/Gender Identity Final Rule (24 CFR Part 5) ensures equal access for individuals in accordance with their gender identity in programs and shelters funded under programs administered by HUD’s Office of Community Planning and Development (CPD). This rule amended HUD’s definition of gender identity to more clearly reflect the difference between actual and perceived gender identity and eliminates the prohibition on inquiries related to sexual orientation or gender identity, so that service providers can ensure compliance with the rule. For more information, visit:
https://www.hudexchange.info/res ource/1991/equal-access-to-housing- final-rule/
° Executive Orders 11625, 12432, 12138 – Minority and Women-Owned Business Opportunities state that program participants shall take affirmative action to encourage participation by businesses owned and operated by minority groups and women.

10. Other Federal Requirements
Contractor shall comply with the requirements and standards of 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. • Audit Requirements
Contractor shall comply with audit requirements of 2 CFR Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards. Specifically, Contractor shall obtain an annual program-specific or single audit, as required. Contractor shall provide a copy of such audit together with any management letters and supplementary or related audit letters or reports to County within nine (9) months after the end of Contractor’s fiscal year. The audit shall include a supplementary schedule showing all revenues and expenditures of federal, state, and local funds allocated and any other federal funds for the fiscal year. • Records
Contractor agrees to make available for inspection and audit to representatives of County, federal, state, and/or local county governments, their employees or agents, all books, financial records, program information, and other records pertaining to the overall operation of Contractor and this Agreement and to maintain said records for a minimum of seven (7) years from the date of County’s submission of the annual performance and evaluation report in which the funded activity is reported on for the final time. Contractor further agrees to allow said representatives to review and inspect its facilities and program operations. Said representatives may monitor the operation of this Agreement to assure compliance with all applicable local, state, and federal regulations.

If County should determine that Contractor is not using funds in accordance with this Agreement, or that County does not have sufficient information to determine whether or not Contractor is using funds in accordance with this Agreement, County may order an audit of Contractor’s books and financial program records. The cost of this audit shall be deducted from the total paid to Contractor under this Agreement. Contractor agrees that in the event that the program established herewith is subjected to audit Contract No. 2026-6047-A00
Exhibit F

Page 46 of 56 ends

exceptions by County agencies, it shall be responsible for complying with all exceptions and shall pay County the full amount of County’s liability to the state and/or federal government resulting from such exceptions.

All provisions of this Agreement that require the availability of records or reporting shall survive termination of this Agreement.
• Conflict of Interest
° Interest of Members of a City or County: No members of the governing body of a city or county and no other officer, employee, or agent of the municipality or county who exercises any functions or responsibilities in connection with the planning and carrying out of the program shall have any personal financial interest, direct or indirect, in this Agreement; and Contractor shall take appropriate steps to assure compliance.
° Interest of Other Local Public Officials: No members of the governing body of the locality and no other public official of such locality, who exercises any function or responsibilities in connection with the planning and carrying out of the program, shall have any personal financial interest, direct or indirect, in this Agreement; and Contractor shall take appropriate steps to assure compliance. ° Interest of Contractor and Employees: Contractor understands that County is a recipient of federal funds and that by virtue of this Agreement, Contractor is a Contractor of those funds. As such, Contractor further understands that certain federal laws relating to conflict of interest apply to Contractor, its officers, agents, employees, and constituents; expressly, those laws are contained in 2 CFR Section 200.318.
• Reversion of Assets
Upon expiration of this Agreement, Contractor shall transfer to County any federal funds on hand and any accounts receivable attributable to the use of federal funds. • Political Activity Prohibited
None of the funds, materials, property, or services contributed by County or Contractor under this Agreement shall be used for any partisan political activity or to further the election or defeat of any candidate for public office. • Religious Activity Prohibited
There shall be no religious worship, instruction, or proselytization as part of, or in connection with, the performance of this Agreement.
• Publication Rights and Copyrights
If this Agreement results in any copyrightable material or inventions, County reserves the right to royalty-free, non-exclusive, and irrevocable license to reproduce, publish, or otherwise use and authorize others to use the work or materials for government purposes.

Contract No. 2026-6047-A00
Exhibit G

Page 47 of 56 ends

Exhibit G. Privacy and Security of Personal and Personally Identifiable Information (STC No. 6 – Tasseff Version 2024 May 15)

1. Recitals
a. The Department of Housing and Urban Development (HUD) requires user of the Homeless Management Information System (HMIS) to implement safeguards designed to protect the personal information (PI) and personally identifiable information (PII) that the user maintains. To support that effort, HUD adopted regulations similar to the Privacy and Security Rules under the Health Insurance Portability and Accountability Act of 1996 (HIPAA). In addition to complying with HUD regulations, contractors and subcontractors are obligated to protect all other PI, PII, or Sensitive PII (hereinafter identified as Protected Information) obtained on behalf of County pursuant to this agreement consistent with the California Information Practices Act of 1977 (California Civil Code §§ 1798 et seq.). b. The purpose of this Exhibit G is to set forth Contractor’s privacy and security obligations with respect to Protected Information that Contractor may create, receive, maintain, use, or disclose on behalf of County pursuant to this Agreement. c. The terms used in this Exhibit G, but not otherwise defined, shall have the same meanings as those terms have in the above referenced statute and Agreement. Any reference to statutory, regulatory, or contractual language shall be consistent with such language as in effect or as amended.
d. The provisions of this Exhibit G are supplemental to provisions of the Continuum of Care HMIS Participation Agreement. Contractor must comply with both the Participation agreement and this Exhibit G. Any conflicts in the language of the agreements shall favor the provision that protects the data better, mitigates vulnerabilities and incidents better, and/or more fully reports breaches.

2. Definitions
a. “Breach” shall have the meaning given to such term under in HIPAA 45 CFR § 164.402 – Definitions.
b. “Breach of the security of the system” shall have the meaning given to such term under the California Information Practices Act, Civil Code § 1798.29(d). c. “County PI” shall mean Personal Information, as defined below, accessed in a database maintained by County, received by Contractor from County, or acquired or created by Contractor in connection with performing the functions, activities and services specified in this Agreement on behalf of County. d. “Personally Identifiable Information” (PII) refers to information that can be used to distinguish or trace an individual's identity, such as name, social security number, and biometric records; individually or when combined with other personal or identifying information that is linked or linkable to a specific individual, such as date and place of birth, mother’s maiden name, etc.

Some examples of PII include name, date of birth (DOB), email address, mailing address, medical history, family relationships, vehicle identifiers including license Contract No. 2026-6047-A00
Exhibit G

Page 48 of 56 ends

plates, unique names, certificate, license, telephone and/or other specific reference numbers and/or any information that can directly identify an individual. e. “Personal Information” (PI) shall have the meaning given to such term in California Civil Code § 1798.3(a).
f. “Required by law” means a mandate contained in law that compels an entity to make a use or disclosure of PI or PII that is enforceable in a court of law. This includes, but is not limited to, court orders and court-ordered warrants, subpoenas or summons issued by a court, grand jury, a governmental or tribal inspector general, or an administrative body authorized to require the production of information, and a civil or an authorized investigative demand. It also includes Medicare conditions of participation with respect to health care providers participating in the program, and statutes or regulations that require the production of information, including statutes or regulations that require such information if payment is sought under a government program providing public benefits.
g. “Security Incident” means the attempted or successful unauthorized access, use, disclosure, modification, or destruction of PI, or confidential data utilized in complying with this Agreement; or interference with system operations in an information system that processes, maintains, or stores PI. h. “Sensitive Personally Identifiable Information” (SPII) is PII that, if lost, compromised, or disclosed without authorization, could result in substantial harm, embarrassment, inconvenience, or unfairness to an individual. Some forms of PII are sensitive as stand-alone data elements.

Some examples of SPII include biometric information (e.g., DNA, iris images, fingerprint, and photographic facial images), Social Security Number (SSN), account numbers, and any other unique identifying number (e.g., Federal Housing Administration [FHA] case number, driver’s license number, or financial account number, etc.). Other data elements such as citizenship or immigration status; medical information; ethnic, religious, and account passwords, in conjunction with the identity of an individual (directly or indirectly inferred), are also SPII.

3. Terms of Agreement
a. Permitted Uses and Disclosures of County PI and PII by Contractor Except as otherwise indicated in this Exhibit G, Contractor may use or disclose Protected Information only to perform functions, activities or services for or on behalf of County pursuant to the terms of this Agreement provided that such use or disclosure would not violate this agreement.
b. Responsibilities of Contractor
Contractor agrees:
i. Safeguards. To implement appropriate and reasonable administrative, technical, and physical safeguards to protect the security, confidentiality, and integrity of Protected Information, to protect against anticipated threats or hazards to the security or integrity of Protected Information, and to prevent use or disclosure of Protected Information other than as provided for by this Agreement. Contractor Contract No. 2026-6047-A00
Exhibit G

Page 49 of 56 ends

shall develop and maintain a written information privacy and security program that include administrative, technical, and physical safeguards appropriate to the size and complexity of Contractor’s operations and the nature and scope of its activities, which incorporate the requirements of this Exhibit G. Contractor shall provide County with its current policies upon request.
ii. General Privacy Controls. Not to use or disclose Protected Information other than as permitted or required by this Agreement or as required by applicable state and federal law.

1. Contractor and its employees, agents, or subcontractors shall protect from unauthorized disclosure any Protected Information.

2. Contractor and its employees, agents, or subcontractors shall not use any Protected Information for any purpose other than carrying out Contractor's obligations under this Agreement.

3. Contractor shall not disclose any Protected Information to anyone other than County except as permitted by this Agreement, authorized by the person who is the subject of Protected Information, or permitted by state and/or federal regulation.
iii. General Security Controls. Contractor and its sub-contractors or vendors shall take all steps necessary to ensure the continuous security of all computerized data systems containing Protected Information, and to protect paper documents containing Protected Information. These steps shall include, at a minimum:

1. Complying with and ensuring its sub-contractors or vendors comply with all the data system security precautions listed in this Exhibit G including all documents incorporated by reference; and,

2. As applicable for Contractor’s information systems, providing a level and scope of security that is at least comparable to the level and scope of security established by the Office of Management and Budget in OMB Circular No. A-130, Appendix III- Security of Federal Automated Information Systems, which sets forth guidelines for automated information systems in federal agencies; and

3. Preserving and ensuring its sub-contractors or vendors preserve, the confidentiality, integrity, and availability of Protected Information with administrative, technical, and physical measures that conform to generally recognized industry standards and best practices that contractor then applies to its own processing environment.

Maintenance of a secure processing environment includes, but is not limited to, the timely application of patches, fixes, and updates to operating systems and applications as provided by Contractor and/or its sub-contractors or vendors. Contractor agrees to, and shall ensure that its sub-contractors or venders, comply with County’s current and future information security policies, standards, procedures, and guidelines.

Contract No. 2026-6047-A00
Exhibit G

Page 50 of 56 ends

iv. Personnel Controls. Contractor shall implement the following personnel controls.

1. Employee Training. All workforce members who assist in the performance of functions or activities on behalf of County, or access or disclose Protected Information must complete information privacy and security training, at least annually, at Contractor's expense. Training shall emphasize the high level of sensitivity and protection of Sensitive Personally Identifiable Information. Each workforce member who receives information privacy and security training must sign a certification, indicating the member’s name and the date on which the training was completed. These certifications must be retained for a period of six (6) years following termination of this Agreement.

2. Employee Discipline. Appropriate sanctions must be applied against workforce members who fail to comply with privacy policies and procedures or any provisions of these requirements, including termination of employment where appropriate.

3. Confidentiality Statement. All persons that will be working with County PHI or PI must sign a confidentiality statement that includes, at a minimum, General Use, Security and Privacy Safeguards, Unacceptable Use, and Enforcement Policies. The statement must be signed by the workforce member prior to access to County PHI or PI. The statement must be renewed annually. Contractor shall retain each person’s written confidentiality statement for County inspection for a period of six (6) years following termination of this Agreement.

4. Background Check. Before a member of the workforce may access County PHI or PI, a background screening of that worker must be conducted. The screening should be commensurate with the risk and magnitude of harm the employee could cause, with more thorough screening being done for those employees who are authorized to bypass significant technical and operational security controls. Contractor shall retain each workforce member’s background check documentation for a period of three (3) years. v. System Security Review. Contractor must ensure audit control mechanisms that record and examine system activity are in place. Contractor must conduct and document a system risk assessment/security review on all systems processing and/or storing County PHI or PI. The assessment/security review must be performed a minimum of every two years, must review whether administrative, physical, and technical controls are functioning effectively and providing adequate levels of protection, must identify system security risks, and must document risk findings. Reviews should include vulnerability scanning tools. vi. Mitigation of Harmful Effects. To mitigate, to the extent practicable, any harmful effect that is known to Contractor of a use or disclosure of Protected Information by Contractor or its subcontractors in violation of this Exhibit G.

Contract No. 2026-6047-A00
Exhibit G

Page 51 of 56 ends

vii. Contractor’s Agents and Subcontractors. To impose the same restrictions and conditions set forth in this Exhibit G on any subcontractors or other agents with whom Contractor subcontracts any activities under this Agreement that involve the disclosure of Protected Information to the subcontractor. viii. Cooperation with County. With respect to Protected Information, to cooperate with and assist County to the extent necessary to ensure County’s compliance with the applicable terms of HUD regulations and the California Information Protection Act.
ix. Designation of an Individual Responsible Privacy and for Security

1. Contractor shall designate an individual to oversee its data security program who shall be responsible for carrying out the information security requirements of this Special Terms and Conditions document.

2. Contractor shall designate an individual to oversee its information privacy program who shall be responsible for carrying out the information privacy requirements of this Special Terms and Conditions document.

3. The individual designated to the above roles may be the same individual so long as they are qualified and able to effectively perform the duties of both designations.
x. Privacy & Security Audits. Contractor shall accommodate and upon reasonable notice by Sonoma County, work with Sonoma County and/or its subcontractors to submit to a random information privacy & security audit. This is to ensure that Contractor’s information privacy and security practices comply with contractual obligations, this Exhibit G, and related state and federal regulations.

Contractor shall ensure that its sub-contractors or vendors comply with these same requirements.
xi. Availability of Information to County. To make Protected Information available to County for purposes of oversight, inspection, amendment, and response to requests for records, injunctions, judgments, and orders for production of County Protected Information. Upon request by County, Contractor shall provide County with a list of all employees, contractors and agents who have access to Protected Information, including employees, contractors and agents of its subcontractors.
xii. Confidentiality of Alcohol and Drug Abuse Patient Records. Contractor agrees to comply with all confidentiality requirements set forth in Title 42 Code of Federal Regulations, Chapter I, Subchapter A, Part 2. Contractor is aware that criminal penalties may be imposed for a violation of these confidentiality requirements. All information subject to 42 CFR Part 2 shall be considered Sensitive Personally Identifiable Information.
c. Data Security Requirements
Contractor agrees to implement the following:
i. Workstation/Laptop encryption. All workstations and laptops that store County PHI or PI either directly or temporarily must be encrypted using a FIPS 140-2 Contract No. 2026-6047-A00
Exhibit G

Page 52 of 56 ends

certified algorithm which is 128 bit or higher, such as Advanced Encryption Standard (AES). The encryption solution must be full disk unless approved by County Privacy and Security Office.
ii. Minimum Necessary. Only the minimum necessary amount of County PHI or PI required to perform necessary business functions may be copied, downloaded, or exported.
iii. Antivirus software. All workstations, laptops and other systems that process and/or store County PHI or PI must install and actively use comprehensive anti- virus software solution with automatic updates scheduled at least daily. iv. Patch Management. All workstations, laptops and other systems that process and/or store County PHI or PI must have critical security patches applied, with system reboot if necessary. There must be a documented patch management process which determines installation timeframe based on risk assessment and vendor recommendations. At a maximum, all applicable patches must be installed within 30 days of vendor release. Applications and systems that cannot be patched within this time frame due to significant operational reasons must have compensatory controls implemented to minimize risk until the patches can be installed. Applications and systems that cannot be patched must have compensatory controls implemented to minimize risk, where possible. v. Data Destruction. If Protected Information is stored on a local device or server, when no longer needed, all Protected Information must be wiped using the Gutmann or US Department of Defense (DoD) 5220.22-M (7 Pass) standard, or by degaussing. Media may also be physically destroyed in accordance with NIST Special Publication 800-88. Other methods require prior written permission of County Privacy and Security Office.
vi. System Timeout. The system providing access to County PHI or PI must provide an automatic timeout, requiring re-authentication of the user session after no more than 20 minutes of inactivity.
vii. Access Controls. The system providing access to County PHI or PI must use role-based access controls for all user authentications, enforcing the principle of least privilege.
viii. Transmission encryption. All data transmissions of County PHI or PI outside the secure internal network must be encrypted using a FIPS 140-2 certified algorithm which is 128 bit or higher, such as AES. Encryption can be end-to-end at the network level, or the data files containing County PHI can be encrypted. This requirement pertains to any type of County PHI or PI in motion such as website access, file transfer, and E-Mail.
ix. Intrusion Detection. All systems involved in accessing, holding, transporting, and protecting County PHI or PI that are accessible via the Internet must be protected by a comprehensive intrusion detection and prevention solution.

Contract No. 2026-6047-A00
Exhibit G

Page 53 of 56 ends

d. Paper Document Controls
i. Supervision of Data. County PHI or PI in paper form shall not be left unattended at any time, unless it is locked in a file cabinet, file room, desk or office.

Unattended means that information is not being observed by an employee authorized to access the information. County PHI or PI in paper form shall not be left unattended at any time in vehicles or planes and shall not be checked in baggage on commercial airplanes.
ii. Escorting Visitors. Visitors to areas where County PHI or PI is contained shall be escorted and County PHI or PI shall be kept out of sight while visitors are in the area.
iii. Confidential Destruction. County PHI or PI must be disposed of through confidential means, such as crosscut shredding and pulverizing. iv. Removal of Data. Only the minimum necessary County PHI or PI may be removed from the premises of Contractor except with express written permission of County. County PHI or PI shall not be considered “removed from the premises” if it is only being transported from one of Contractor's locations to another of the same Contractor’s locations.
v. Faxing. Faxes containing County PHI or PI shall not be left unattended and fax machines shall be in secure areas. Faxes shall contain a confidentiality statement notifying persons receiving faxes in error to destroy them. Fax numbers shall be verified with the intended recipient before sending the fax. vi. Mailing. Mailings containing County PHI or PI shall be sealed and secured from damage or inappropriate viewing of such PHI or PI to the extent possible.

Mailings which include 500 or more individually identifiable records of County PHI or PI in a single package shall be sent using a tracked mailing method which includes verification of delivery and receipt, unless the prior written permission of County to use another method is obtained.
e. Breaches and Security Incidents. During the term of this Agreement, Contractor agrees to implement reasonable systems for the discovery and prompt reporting of any breach or security incident, and to take the following steps:
i. Initial Notice to County. (1) To notify County immediately by telephone call plus email or fax upon the discovery of a breach of Protected Information in electronic media or in any other media if the Protected Information was, or is reasonably believed to have been, accessed or acquired by an unauthorized person, or upon discovery of a suspected security incident involving Protected Information. (2) To notify County within 24 hours (one (1) hour if SSA data) by email or fax of the discovery of any suspected security incident, intrusion, or unauthorized access, use or disclosure of Protected Information in violation of this Agreement or this Exhibit G, or potential loss of confidential data affecting this Agreement. A breach shall be treated as discovered by Contractor as of the first day on which the breach is known, or by exercising reasonable diligence would have been known, to any person (other than the person committing the breach) who is an employee, officer, or other agent of Contractor.

Contract No. 2026-6047-A00
Exhibit G

Page 54 of 56 ends

Notice shall be provided to County Privacy and Security Officer by calling 707-565-4703, and emailing DHS-Privacy&[email protected]. ii. Prompt Action. Upon discovery of a breach or suspected security incident, intrusion, or unauthorized access, use, or disclosure of County PHI, Contractor shall take prompt corrective action to mitigate any risks or damages involved with the breach and to protect the operating environment. Contractor shall also take any action required by applicable federal and state laws and regulations. iii. Initial Investigation and Investigation Report. Contractor shall immediately investigate such suspected security incident, security incident, breach, or unauthorized access, use, or disclosure of PHI within 24 hours of the discovery.

Contractor shall submit a report to County containing all relevant information known at the time.

Complete Report. To provide a complete report of the investigation to County Privacy and Security Officer within ten (10) working days of the discovery of the breach or unauthorized use or disclosure. The report shall include an assessment of all known factors relevant to a determination of whether a breach occurred.

The report shall also include a full, detailed corrective action plan, including information on measures that were taken to halt and/or contain the improper use or disclosure. If County requests information in addition to that provided in the Initial Report or Complete Report, Contractor shall make reasonable efforts to provide County with such information. If, because of the circumstances of the incident, Contractor needs more than ten (10) working days from the discovery to submit a Complete Report, County may grant a reasonable extension of time, in which case Contractor shall submit periodic updates until the Complete Report is submitted. If necessary, a Supplemental Report may be used to submit revised or additional information after the Complete Report is submitted County shall review and approve the determination of whether a breach occurred, whether individual notifications are required, and Contractor’s corrective action plan. iv. Responsibility for Reporting of Breaches. If the cause of a breach of Protected Information is attributable to Contractor or its agents, subcontractors or vendors, Contractor is responsible for all required reporting of the breach as specified in CIPA, § 1798.29(a) – (d) and California SIMM 5340-C (https://cdt.ca.gov/wp- content/uploads/2021/02/SIMM_5340-C-1.pdf). Contractor shall bear all costs of required notifications to individuals as well as any costs associated with the breach. The County Privacy and Security Officer shall approve the time, manner, and content of any such notifications and their review and approval must be obtained before the notifications are made. County shall provide its review and approval expeditiously and without unreasonable delay. If Contractor has reason to believe that duplicate reporting of the same breach or incident may occur because its subcontractors, agents or vendors may report the breach or incident to County in addition to Contractor, Contractor shall notify County, and County and Contractor may take appropriate action to prevent duplicate reporting. v. County Contact Information. To direct communications to the above referenced County staff, Contractor shall initiate contact as indicated herein. County Contract No. 2026-6047-A00
Exhibit G

Page 55 of 56 ends

reserves the right to make changes to the contact information below by giving written notice to Contractor. Said changes shall not require an amendment to this Addendum or the Agreement to which it is incorporated.

Sonoma County Privacy Officer
1450 Neotomas Avenue, Suite 200
Santa Rosa CA 95405
Office: 707-565-4703
Message: 707-565-5703
Email: DHS-Privacy&[email protected]

Contract No. 2026-6047-A00
Exhibit H

Page 56 of 56 ends

Exhibit H. United States District Court Northern California – District of California – San Francisco Division – Case No. 18-CV-01955-VC

UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF CALIFORNIA

SAN FRANCISCO DIVISION
JUANITA BUTTERFLY, an individual; and
HOMELESS ACTION!, an unincorporated
association.

Plaintiffs,
vs.

COUNTY OF SONOMA, SONOMA

COUNTY COMMUNITY DEVELOPMENT

COMMISSION, CITY OF SANT A ROSA,
Does I to 10, et al.,
Defendants.

Case No. 18-CV-01955-VC

SETTLEMENT BETWEEN PLAINTIFFS

AND COUNTY DEFENDANTS
Judge: Hon. Vince Chhabria
Trial Date: March 2, 2026
WHEREAS Plaintiffs Deborah Drake, Samantha Jenkins, Nicholle Yannucci, Steven Robert Singleton, Ellen Brown, and Homeless Action! filed this action against Defendants County of Sonoma, Sonoma County C6mmunity Development Commission, and City of Santa Rosa on March 30, 2018 (Dkt. No. 1 );
WHEREAS the Parties agreed to, and the Court entered, the Preliminary Stipulated Injunction (Injunction) that remained in place from August I 2, 2019, to December 31, 2021 (Dkt . Nos. 109, 109-1, 159);
WHEREAS Plaintiffs Nicholle Yannucci, Juanita Butterfly, Stephanie Somersall, and Homeless Action!. filed their Second Amended and Supplemental Complaint (SAC, Dkt. No. 194) on August I 8. 2022, and the SAC is the operative complaint in this matter; WHEREAS the SAC alleges violations of the Eighth, Fourteenth, and Fourth Amendments: analogous state constitutional claims: and disability discrimination in violation of both federal and state civil rights statutes;
WHEREAS the SAC seeks injunctive and declaratory relief but not damages; WHEREAS the current Plaintiffs in this matter are Juanita Butterfly and Homeless Action!, all other Plaintiffs having previously voluntarily dismissed their claims; WHEREAS the United States Supreme Court issued its decision in City ofGrants Pass, Oregon v. John son, 603 U.S. 520 (2024) on June 28, 2024. holding that local governments· enforcement of anti-camping ordinances against unhoused individuals does not violate the Eighth Amendmenf s prohibition against cruel and unusual punishment:

WHEREAS Plaintiffs have notified Defendants and the Court of their intention to dismiss their first and second causes ofaction in light ofthe Supreme Court·s decision in Grants Pass ; WHEREAS Plaintiffs Juanita Butterfly and Homeless Action! and Defendants County of Sonoma and Sonoma County Community Development Commission wish to resolve Plaintiffs' remaining claims against County Defendants without further litigation; Plaintiffs and County Defendants therefore AGREE as follows:

1. Definitions
a. County Defendants means the County of Sonoma and Sonoma County Community Development Commission including all their respective departments. employees, assigns, contractors, and agents acting on behalf of one or more County Defendants with respect to the programs, services, and activities described in this Settlement.
2 b. Shelter facility or shelter facilities means any facility or program, that is owned, operated, or funded by County Defendants. the primary purpose of which is to provide a temporary shelter with on-site supportive services for the homeless in general or for specific populations of homeless individuals. and which does not require occupants to sign leases.
c. Party or Parties means, individually, any of the County Defendants or Plaintiffs, and collectively, the County Defendants and Plaintiffs. d. Plaintiffs means Juanita Butterfly an individual. and Homeless Action!. an unincorporated association based in Santa Rosa. California. e. Reasonable accommodation(s) means any change or adjustment to government programs, services, or activities that pennit a qualified applicant with a disability to participate in or enjoy the benefits, rights and privileges of the program, service, or activity equal to those enjoyed by persons without disabilities as mandated under Title II of the Americans with Disabilities Act, federal and state fair housing laws, Section 504 ofthe Rehabilitation Act of 1974, and Government Code section 11135.
f. Public property is any property owned by either of the County Defendants that is nonnally open to the general public where the County has law enforcement jurisdiction. ''Public property'' does not include the following:

1. A school:
ii. Property for which a permit must be acquired for members of the public to use:
111. Propert y which is locked, fenced, and posted as "No Trespassing"; and /or 3 iv. Property which is subject to a leasehold interest or other possessory interest of a nongovernmental lessee, licensee. or manager that is operated as a private business.

2. Pre-Removal and Post-Removal Notice
a. County Defendants shall ensure that, any time they engage in activities that will cause the removal ofthe personal property of unhoused individuals from public property, they will provide both Pre-Removal Notice and Post-Removal Notice consistent with the terms described in this section.
b. Prior to any action to remove unhoused individuals· personal property from public property, County Defendants must provide Pre-Removal Notice that meets or exceeds the following requirements:
i. Advanced written notice shall be both provided to individuals who are present and posted conspicuously on or near the area at a reasonable time and in a reasonable manner to effectively give people sufficient time to collect and move their belongings and to fully relocate. Advanced written notice shall be p~sted at least IO hours prior to the removal action, unless a shorter notice is necessary to alleviate an immediate threat to health or safety.
ii. Pre-Removal Notices must include:

1. Names, locations, and contact information of any emergency shelters v,ithin the Defendanfsjurisdiction.

2. Information on the types of belongings that may be discarded as provided in section 3.d, below.
4 3. Information about where any seized belongings will be stored and how long they will be stored.

4. Information about how to request reasonable accommodations as provided in section 4, below.
c. After one or more County Defendants takes action to remove personal property from public property, including through the seizure of personal property, that County Defendant shall post written Post-Removal Notice conspicuously on or near the area from which the items were removed that includes all ofthe following information:
i. A written description of the property remo\'ed. disposition ofeach property removed (e.g. storage, disposal, destruction); ii. Where to call to inquire about the storage of personal property that was removed;
iii. The address where a person whose belongings were removed can go to ask about the stored property. including. if applicable, which department or person they should ask for;
iv. How long property will be stored, and how the property can be claimed; v. If County Defendants remove items of personal property from public property without storing those items-e .g., if County Defendants dispose of or destroy the items- the Post-Removal Notice shall describe any items that were not stored, the reason they were not stored, and the disposition of the items (e.g .. destruction). and identification (e.g., name. title) ofthe person authorizing that the items be removed without being stored. 5 d. County Defendants shall, consistent with the deadlines set forth in section 6, below, have and maintain written policies requiring Pre-Removal Notice and Post-Removal Notice that meet the requirements of this section .

3. Treatment of Personal Property
a. Unattended Property

1. Unattended personal items that County Defendants intend to remove , regardless of size or value, shall be collected, recorded. and stored in a manner that provides for retrieval of the items by their owner for at least 90 days.
ii. Only items listed below under ..Items that May Be Discarded" in subsection 3.d, below. may be discarded immediately.
111. Upon removal of unattended property from public property, County Defendants shall post a Post-Removal Notice that meets the requirements of section 2, above. near the same area from which the unattended items were removed;
iv. Under no circumJtances shall employees . contractors. or other agents of County Defendants take or keep for themselves unattended personal items or allow other personnel to do the same.
b. Abandoned Property
i. County Defendants are not required to store property that has been abandoned by its owner. In determining if property is abandoned. County Defendants shall evaluate the facts and circumstances surrounding the items to determine whether the totality ofthe circumstances indicate an 6 intent by the property's owner to pennanently relinquish possession of the items.

11. By way of example:

1. Unattended items that are packed, stacked, organized , or bundled in a manner that indicates their owner intends to retrieve them typically will not be considered abandoned.

2. Unattended tents, tarps, and other items that can be used for safety and shelter will typically not be considered abandoned.

3. Items that are broken to the point of being unusable and not stored with other usable items will typically be considered abandoned.

4. Items that are obvious garbage and have no conceivable use, such as empty food wrappers and containers, will typically be considered abandoned. However. recyclable materials, such as CRY-labeled bottles and cans, that are organized in a pile, bag. or other manner will typically not be considered abandoned because they can ~e used to generate income.
111. The following types of items shall never be considered abandoned:

1. Government-issued identification documents , including but not limited to: driver's license , Real ID, Social Security card, passport , birth certificate, consular ID;

2. EBT cards;

3. Prescription medications in their original, pharmacy-labeled containers;
7 4. Legal documents and school forms;

5. Medical and mobility devices (e.g., wheelchairs);

6. Cellular phones;

7. Laptop computers.
iv. When there is a third-party present who states that they have been designated to watch or secure the items during the owner"s temporary absence , the items are not considered abandoned but will be subject to the attended items policy (below). County Defendants shall not threaten such individuals with arrest for attempting to secure property during the owner's absence.
v. If it is unclear whether property is abandoned or merely unattended, County Defendants shall not assume that it is abandoned. c. Attended Items

1. Upon commencement of any action by County Defendants to remove or cause removal of homeless individuals and/or their personal property from public property, Count y Defendants shall provide the owner sufficient time to collect and move their belongings, taking into account any special needs that individual may have (including physical or mental needs), the volume of his or her belongings, and the possibility that removal will take more than one trip;

11. If the owner is unwilling or unable to collect and move their belongings, County Defendants shall give oral and written notice that the items will be collected if they are not moved by the owner .
8 111. After waiting a reasonable period of time following the oral and written notice, taking into account any special needs that individual may have, County Defendants may then collect and store unremoved belongings; and. if attended items are collected for storage, they shall provide the owner with a Post-Removal Notice, as described above, and a receipt. iv. County Defendants shall not use threats ofcitation. arrest, or other punishment solely to force individuals to abandon their property. v. Individuals with disabilities who need more time or other assistance to move their belongings as the result of their disabilities may request reasonable accommodations with respect to the removal of their property, even ifother reasonable accommodations have already been provided. See section 4, Disability Access and Reasonable Accommodations, below. v1. If an individual afftnnatively consents to County Defendants removing their attended personal property for storage, County Defendants may remove items for storage following a period that is shorter than the requisite notice period set forth in subsection 2.b.i.. above. The individual's affinnative consent must be documented in writing and on body-worn camera for this exception to apply. Additionally , this exception does not apply where County Defendants are removing items for disposal or destruction.
d. Items That May Be Discarded
9 1. The following items, if found unattended or left behind by unhoused individuals who are forced to leave public property, do not need to be stored:

I. Toxic sharps, flammable or noxious chemicals, and other hazardous items whose collection and/or storage present an immediate threat to health and safety that cannot be mitigated via reasonable safety precautions.

2. Items that are soiled by infectious materials. such as human waste. body fluids. mold or milde\ v.

3. Items that are confirmed to be infested by rodents or insects.

4. Perishable items or perishable food.

5. Contraband and items that are illegal for individuals to possess such as illegal drugs. illegal drug paraphernalia, or illegal weapons , unless being collected for evidence.

6. Trash, garbage , and/or debris. This includes property that appears to have b~en discarded by its owner and broken appliances or broken furniture.

7. Items that cannot be stored due to health and safety risks.

8. Shopping carts of the type that are used by retail stores. Shopping cart does not include a wagon or other similar wheeled , manual­ powered cart for transporting belongings. Additionally , personal property stored inside a shopping cart must be stored unless it falls within another exception listed in this subsection.
10 9. Abandoned property, as described above.
e. Any items that are co-mingled or littered with needles, human waste or other health risks, may be disposed of in their entirety, and County Defendants are not required to sort through and attempt to remove the health or safety risks. Any items that are not stored due to alleged health and safety risks must be disposed of consistent with applicable safety guidelines (e.g .. for disposal of biohazards, sharps, flammable substances, etc.).
f. County Defendants shall not impose a minimum dollar value or maximum size for property to be stored, and they shall not discard property based solely on its estimated monetary value or size.
g. Documenting Seizure and Disposition of Property
i. Any time County Defendants remove personal property of unhoused individuals (or that is suspected to belong to unhoused individuals), from public property, they must document the removal. including the following:

I. Photogral?h(s) and/or video(s) of the property removed;

2. Written description of the property removed;

3. Written description of the disposition of the property removed (e.g., storage, disposal, destruction);

4. For any property that is removed but not stored or is discarded, the reasons for not storing the item(s);

5. Digital photograph(s) of any Post-Removal Notice;

6. Name and title of person authorizing the removal of the property. 11 h. Storage
i. Personal items shall be stored at a location to be designated by County Defendants.
ii. While stored, the property can be claimed by their owners Monday through Friday, 9:00 a.m. to 3:00 p.m.
111. After 90 days, unclaimed items may be discarded. However. Count y Defendants shall have a process for extending the 90-day period for a reasonable time in situations where an individual is unable to retrieve their property due to circumstances beyond their control. e.g .. due to disability, temporary absence from the County. or incarceration. The process shall allow for an advocate appointed by the individual to make the extension request for them.
1v. To claim their property. O\vners must provide satisfactory proof of ownership, i.e., describing the location of the items \\hen collected or describing the specific items that were collected . No government or photo identification wit} be required. No fee shall be charged for the temporary storage of items, including when the storage period is extended by a County Defendant for a reasonable amount oftime pursuant to h.iii, above.

1. County Defendants shall. consistent with the deadlines set forth in section 6, below. have and maintain written policies regarding the treatment of personal property that meet the requirements of this section.
12 4. Disability Access and Reasonable Accommodations
a. County Defendants shall comply with the Americans with Disabilities Act, Section 504 of the Rehabilitation Act, and Government Code 11135, including through the provision of reasonable accommodations and reasonable modifications, in their programs, services, and activities related to homelessness.

The Sonoma County Sheriffs Office and the Regional Parks Department will incorporate into their policies, procedures, and/or manuals for their relevant units who interact with unhoused individuals the following language:
i. Many homeless people have physical and/or mental disabilities. and sheriff deputies/park rangers/employees/contractors must provide reasonable accommodations where necessary and
appropriate in their interactions with disabled individuals.

11. A reasonable accommodation is a change in a policy, procedure, or practice that is necessary to provide a person with a disability meaningful access to a program or service. Examples of
accommo_dations that might be appropriate in interactions with homeless persons include:

I. Providing additional time when a person with mobility impairment cannot move their belongings on their own or when a person with a mental health disability cannot
immediately comply with instructions to move themselves or their belongings due to acute mental health symptoms:
13 2. Giving second chances to comply with instructions when a person ·s failure to comply \.vas the result of disability symptoms:

3. Using alternative communication means and fonnats of communication, if practical and available, such as sign language interpretation, providing information both orally and in \.\riting, using large print. or other alternative formats, etc.
b. County Defendants shall ensure that the policies and procedures for all County homeless services (e.g .. HEART) also include language that specifies the duty to provide reasonable accommodations to people with disabilities in accordance\\ ith the Americans with Disabilities Act, Section 504 of the Rehabilitation Act. and Government Code 11135. c. The County shall require all organizations and companies with which it contracts to carry out the programs, services, and activities related to homelessness and the handling of unhoused individuals' personal property to have a written reasonable accommodation policy detailing the procedure for requesting. reviewing, and implementing accommodations to their programs, services. and activities for people with disabilities.

5. Minimum Due Process Requirements in Shelter Facilities County Defendants shall adopt and enforce minimum due process requirements for exits from shelter facilities, including the following minimum requirements:
14 a. Advance written notice that explains the reason for the exit. unless the individual has already self-exited or the individuars continued occupancy poses a direct threat to health or safety as defined by paragraph (3) of subdivision (b) of section 12179 of Title 2 ofthe Code of California Regulations;
b. When advance written notice is provided, County Defendants shall advise in writing of the right to and process for appealing the exit:
c. Individuals must be provided an opportunity to submit a request for a hearing to appeal the exit within five business days of receipt of ""ritten notice, and for that appeal to be decided by a decisionmaker who is different from, and not subordinate to, the person or persons who made the decision to exit the individual:
d. A written decision that explain s the reason why the decision to exit the individual is being upheld. reversed, or modified ;
e. The ability to request a reasonable accommodation at any point in the exit and appeal process;
f. The ability to be assisted and/or represented by an advocate in the appeal. The advocate does not need ts> be an attorney;
g. The ability to remain at the placement while appeal of the exit is pending, unless the individual has already self-exited or the individual ·s continued occupancy poses a direct threat to health or safety as defined by paragraph (3) of subdivision (b) of section 12179 of Title 2 of the Code ofCalifornia Regulations; h. The ability to retrieve any belongings at the shelter upon exit. 15 6. Written Policies
a. County Defendants shall have written policies consistent with the requirements of Sections 2, 3, 4, and 5, subject to the timelines set forth in this section. b. County Defendants shall review their existing policies for consistency with the requirements of the Settlement and, within 15 days of execution ofthe Settlement, shall provide Plaintiffs, via their counsel 1,vith the following:

1. Identification and copies of all relevant policies and procedures that County Defendants have determined are already consistent with the requirements of sections 2, 3. 4, and 5, above:
ii. Identification and copies ofall relevant policies and procedures that County Defendants have determined must be amended in order to comply with the requirements of sections 2. 3. 4, and 5, above; 111. Identification ofall new policies and procedures that must be adopted in order to comply with Sections 2, 3, 4. and 5, above.
c. For any policies that must be revised or adopted in order to comply with the Settlement, County Defendants shall adopt those policies within 180 days of the execution of the Settlement.
d. For any policies that must be revised or adopted in order to comply with the Settlement, County Defendants shall provide drafts of the policies to Plaintiffs" counsel, at least 30 days prior to their adoption.
e. County Defendants shall require any contractors. grantees, and other agents that provide homeless services. homeless outreach, property storage, removal of personal property from public property, or other programs, services, activities 16 affected by the Settlement on behalf of Defendants to comply with the tenns of this Settlement. Defendants shall require the Settlement to be included as an exhibit to any contracts or MOUs affected by the Settlement no later than the earlier of:

1. The date ofany amendment, renewal, or modification; or ii. 180 days prior to the expiration of the Settlement period. detailed below in section 8.
f. The terms of this Settlement are intended to provide minimum standards. and nothing in this Settlement shall prevent County Defendants from adopting policies that are more protective of the rights of unhoused individuals. g. If, during the term of the Settlement. County Defendants amend one or more of its policies relevant to sections 2, 3. 4. and 5, above, they shall provide Plaintiffs· counsel with a copy of the proposed amended policy at least 15 days before the policy amendment is scheduled to go into effect.
h. County Defendants shall provide copies ofdraft and final policies to Plaintiffs via email to their counsel, C!3lifornia Rural Legal Assistance. Inc., and the Public Interest Law Project.

7. Individual Relief for Plaintiff Juanita Butterfly
County Defendants shall pay to Plaintiff Juanita Butterfly $250 upon execution of this settlement.

8. Availability of Records to Plaintiffs
17 a. County Defendants shall provide the following documentation ofcompliance with the Settlement to Plaintiffs, via Plaintiffs· counsel. during the term ofthe Settlement, as follows:

1. Plaintiffs may at any time request County Defendants to provide them with the following documents in County Defendants· possession by requesting them via email to the Sonoma County Department of Health Services (solvehomelessness :gsonomacounty.gov) or as otherwise directed by County Defendants:

I. Notices provided pursuant to section 2. above.

2. Photographs and other documentation maintained pursuant to subsection 3.g .. excluding body worn camera footage, above.

3. Documentation of consent to remove and store property collected pursuant to subsection 3.c.vi .. above.

4. Copies of the current versions of all policies required by section 6. above.

5. Training materials used to train staff, contractors, or others about the requirements of this Settlement or of policies enacted pursuant to this Settlement.

6. Copies of contractors· policies required by subsection 4.c., above.

11. Upon receiving Plaintiffs· request for any of the above documents. County Defendants shall provide the documents within fourteen ( 14) business days of the date ofthe request.
18 iii. Nothing in this section shall be interpreted as a limitation on Plaintiffs' or their counsel's ability to obtain public records from County Defendants pursuant to the California Public Records Act.

9. Enforcement of Settlement
a. The Settlement shall remain in effect for a period of three (3) years from the date of execution.
b. Nothing in this Settlement shall require County Defendants to maintain policies or practices that violate any provision of state or federal law. Ifany change in state or federal law necessitates or requires amendment to Defendants· policies relevant to sections 2, 3, 4, and 5, above that would render those policies inconsistent with the Settlement, Defendants agree to meet and confer with Plaintiffs before adopting those amendments.
c. This Settlement may be enforced by any party hereto by a motion in the United States District Court prior to dismissal of the action, or by any other procedure permitted by law, both by express agreement of the Parties hereto and notwithstanding any proyisions of law regarding mediation confidentiality. d. In the case of a violation or alleged violation of this Settlement, the Parties agree to meet and confer before seeking any judicial enforcement of the terms of the Settlement.
e. In any action brought to enforce this Settlement, the prevailing party shall be entitled to recover their reasonable attorneys· fees and costs.

10. Dismissal of Action
19 Plaintiffs shall dismiss this action with prejudice as to Defendants County of Sonoma and Sonoma County Community Development Commission ¼ithin thirty (30) days after the County Defendants· perfonnance of all terms set forth in paragraphs 2, 3, 4, 5, 6, 7, and 11 of the Settlement.

11. Attorneys' Fees
County Defendants shall pay Plaintiffs· attorneys· fees in the amount oftwo hundred seventy-five thousand dollars ($275,000). payable to California Rural Legal Assistance.

Inc .. within 15 days of the execution of this settlement.

12. Mutual Release and Waiver of Liability
a. In consideration of the matters set forth above, the undersigned Parties shall. and hereby do, waive, release and relinquish any and all claims or causes ofaction (including attome y·s fees and costs) that each may now and hereafter have against one another arising from or related to the facts and circumstances referenced in the Recitals, above or any other facts or circumstances raised by the remaining claims in this action.
i. This waiver and ~elease is made specificall y on behalf ofeach Party. individually and on behalf of his/her heirs , successors , representative , assigns and/or any and all related parties and anyone acting on their behalf. Such waiver and release shall and does inure to the benefit of the undersigned Parties for the facts and circumstances in the above­ mentioned recitals and the claims set forth in this lawsuit.

11. This waiver and release is intended to and shall include all claims ofevery kind, known or unknown. that has arisen or may hereafter arise from the 20 Docusign Envelope ID; 2397B8ED-3E50-4038-9164-EFCC4B91 DE41 facts and circumstances in the above-mentioned recitals, arising from, raised by, related to, or referenced in the remaining claims in this action.

For such purposes. each Party acknowledges the provision of Section 1542 of the Civil Code of the State of California and hereby knowingly waives the benefits of such provisions after having had full opportunity to consult with independent counsel regarding this matter. The Parties understand that the said Section 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that. if known by him or her, would have materially affected his or her settlement with the debtor or released party.
(Initials)
b. The Parties hereby represent and warrant that none of them has assigned. transferred, encumbered, . or hypothecated any claim of right or cause of action which is the subject matter ofthis Settlement.
c. Plaintiffs hereby represent and warrant that except for the remaining claims in this action. none of them has filed or commenced any currently pending legal or administrative proceeding against County Defendants concerning the facts or circumstances of the above recitals or other facts or circumstances raised by or referenced in the remaining claims in this action, nor do they intend to file or commence any such proceeding.
21 facts and circumstances in the above-mentioned recitals, arising from, raised by, related to, or referenced in the remaining claims in this action.

For such purposes, each Party acknowledges the provision of Section 1542 of the Civil Code of the State of California and hereby knowingly waives the benefits of such provisions after having had full opportunity to consult with independent counsel regarding this matter. The Parties understand that the said Section 1542 provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.
(Initials)
b. The Parties hereby represent and warrant that none of them has assigned, transferred, encumbered, or hypothecated any claim of right or cause of action which is the subject matter of this Settlement.
c. Plaintiffs hereby represent and warrant that except for the remaining claims in this action, none of them has filed or commenced any currently pending legal or administrative proceeding against County Defendants concerning the facts or circumstances of the above recitals or other facts or circumstances raised by or referenced in the remaining claims in this action, nor do they intend to file or commence any such proceeding.
21 13. Change in Law; Good Faith Negotiation
If any change in applicable law or regulation materially affects the rights or obligations of either Party under this Settlement, the Parties shall meet and negotiate in good faith to amend the Settlement as necessary to comply with such change.

14. Taxable Income
County Defendants make no representations or warranties whatsoever concerning the impact ofthis Settlement on taxable income of Plaintiffs or Plaintiffs attorney. or concerning whether amounts received are or are not subject to any type or description of tax by any federal, state or local authority. Plaintiffs and their counsel are invited to seek the advice of their own tax professionals prior to entering into this Settlement.

15. Entire Agreement
Plaintiffs and County Defendants understand and warrant that this Settlement contains the entire agreement between the Parties. There are no promises, inducements or assurances not expressed in this Settlement which have been made by the Parties to each other regarding the remaining claims in this action.

16. Invalidity Provision
The invalidity of any provision ofthis Settlement as determined by a court of competent jurisdiction shall in no way affect the validit y of any other provision hereof.

17. Representation by Competent Counsel
The Parties acknowledge that they have been represented by competent legal counsel.

Plaintiffs acknowledge that each ofthem has discussed this Settlement with their legal counsel. and has been advised of and understand its meaning. and has been advised of and understand legal consequences . Plaintiffs further acknowledge that the terms and conditions 22 of this Settlement ha, ·c been accurate I) tran!>latcd into their natin: language and that each Plaintiff freely and rnluntarily enters into this Scttlc1rn.:nl. and assumes the responsibility of its kgal consequences.

The Parties. by their respective signatures bdo\\. enter into this Settlement. cffcc1ivc on the date of the latest signature.

APPROVED AS ro CONTENT
DATE StG:-,;t\Tt .RE/NA\-IIJ lffl.1- .

Feb 18, 2026 Rebecca Hermosillo
Rebecca I lermosillo
Chair. Sonoma County BoarJ of
Supcn ·isors
Feb 18, 2026 Rebecca Hermosillo
Rebecca I lcnnosillo
Chair. Board ol" Com miss inners
Sonoma County Communil~
Dc,·clopmcnt (\,mmissi un
Gail Simons
For I lomdcss ;\ction . Plaintiff
J<:rti.:n:y IlolTnrnn
Culifornin Rural Legal /\ssistam:c.

Inc.. Counsel for Plaintiffs
Oocus gn Envelope 10: 239788EO-3E50-4038·9164-EFCC4B91 OE41 of this Settlement have been accurately translated into their native language and that each Plaintiff freely and voluntarily enters into this Settlemenl, and assumes the responsibility of its legal consequences.

The Parties, by their respective signatures below, enter into this Settlement, effective on the date of the latest signature.

APPROVED AS TO CONT.ENT
DATE SIGNATURE/NAME.ITJTLE
Rebecca Hermosillo
Chair, Sonoma County Board of
Supervisors
Rebecca 1-!errnosillo
Chair, Board of Commissioners
Sonoma County Community
Development Commission
Juanita Butterfly, Plaintiff
2/ 9/2026
u.~~~=,,...()n_ >____ _
Gail Simons
A -pr ··'-=--'" ) , ·..c.. ~ ~?W'-1.
'2.../ I a/'Z.in...h
I aintiffs
For Homdcss Action. Plaintiff
gal Assistance,
23 I , Melissa A. Morris
Public Interest Law Project,
Counsel for Plaintiffs

APPROVED AS TO FORM

DATE SIGNATURE/NAME/I'ITLE
Feb 18, 2026 Joshua Myers
Joshua Myers
County Counsel
Signature: -~---=-----"'------- Signature : 9'.v..ua, 7,-?44' R~t-e-:c.a Hermos1II~ {F°eb 18 2026 07 5-1..47 PST)
Email: [email protected] Email: Joshua.Myers@sonoma county.go v 24 2026_02.09_County Settlement_Final with
Plaintiffs' Signatures
2026-02-18Final Audit Report
Created: 2026-02-17
By: Ali Ostello ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAALmvui1zRFsjlRvP1Ev8stdOS _P8OHV04 "2026_02.09_County Settlement_Final with Plaintiffs' Signatures " History
fl Document created by Ali Ostello ([email protected]) 2026-02-17 - 10:22:08 PM GMT- IP address: 209.77.204.154 G'. Document emailed to Rebecca Hermosillo (Rebecca.Hermosillo@sonomacounty .gov) for signature 2026-02-17 - 10:40:55 PM GMT
fl Email viewed by Rebecca Hermosillo ([email protected] ) 2026-02-18 - 3:53:23 PM GMT- IP address: 104.47.64.254
;,Jo Document e-signed by Rebecca Hermosillo ([email protected]) Signature Date: 2026-02-18 - 3:54:47 PM GMT - Time Source: server- IP address: 201.167.17.158 G:. Document emailed to Joshua Myers (Joshua.Myers@sonomacounty .gov) for signature 2026-02-18 • 3:54:49 PM GMT
fl Email viewed by Joshua Myers ([email protected]) 2026-02-18- 3:56:23 PM GMT- IP address: 104.47.64.254
00 Document e-signed by Joshua Myers ([email protected]) Signature Date: 2026-02-18 - 3:57:04 PM GMT• Time Source: server- IP address: 50.228.223.25 C, Agreement completed.
2026-02-18 - 3:57:04 PM GMT
Pow..-..! by
Adobe@ sONoMA IA,robat Sign

← All documents from this meeting