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HomeMy WebLinkAboutCM Facilitating Mail Access through USPS PO Boxes MOU AMENDMENT TO THE MEMORANDUM OF UNDERSTANDING (MOU) BY AND BETWEEN THE CITY OF SAN RAFAEL (“CITY”) AND THE RITTER CENTER (“RITTER”) FOR FACILITATING MAIL ACCESS THROUGH USPS P.O. BOXES FOR INDIVIDUALS EXPERIENCING HOMELESSNESS Original MOU Date: August 15, 2016 Resolution No.14178 Amendment No. 1 RECITALS WHEREAS, the City and Ritter entered into a Memorandum of Understanding (MOU) dated August 15, 2016, under which Ritter provides supportive services to individuals experiencing homelessness; and WHEREAS, following the end of general mail services at Ritter in 2017, the City established a subsidy program for P.O. Boxes to ensure continued mail access for unhoused individuals in San Rafael; and WHEREAS, the Parties now desire to amend the MOU to add language to Section 2(B) to clarify expectations related to facilitating mail access services funded by the City. AMENDMENT TO AGREEMENT The above-named MOU is hereby amended by the parties as set forth herein by the checked boxes below and is effective on _____________. ❑ SCOPE OF WORK: The Scope of Work is hereby amended to add the work set forth in Exhibit A-1, attached hereto and incorporated by reference. ❑ COMPENSATION: The parties agree to increase the not-to-exceed amount by $10,000 and to increase the total not-to-exceed amount under the Contract to $10,000. ❑ TERM OF CONTRACT: For Contractor to perform the additional or amended work described herein, the term of this Contract shall be extended to ______________________. X X Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 September 22, 2025 L8.0058.A1 Except as specifically amended herein, all other provisions, terms and obligations of the MOU between the parties shall remain valid and shall be in full force. IN WITNESS WHEREOF, the parties have executed this Amendment on the day, month, and year first specified below. CITY OF SAN RAFAEL: _________________________________ ________________________________, _________________________________ Executed on:__________________ APPROVED AS TO FORM: Office of the City Attorney _______________________________ _______________________________ ATTEST: City Clerk _________________________________ ________________________________, CONTRACTOR: ________________________________ By: ____________________________ Name:____________________________ Title: ____________________________ [If Contractor is a corporation, second corporate officer signature required] _____________________________ By: ____________________________ Name:___________________________ Title: _____________________________ Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 Mark Shotwell Chief Executive Officer Ritter Center Andrea Visveshwara Cristine Alilovich September 22, 2025 City Manager Brenna Nurmi, Deputy City Clerk for Lindsay Lara, City Clerk EXHIBIT A-1 ADDITIONAL SCOPE OF WORK This is an Exhibit attached to and made a part of the MOU by and between Ritter and the City providing for the referenced services. The Scope of Work includes: 1. Description of the Work: The purpose of this MOU amendment is to clarify the service obligations related to mail access support, a service Ritter has been providing on an ongoing basis. This amendment formalizes the City’s continued commitment to providing unhoused individuals who are residing in, staying in, or regularly accessing services in the City of San Rafael with access to a stable mailing address by funding the rental of United States Postal Service (USPS) P.O. Boxes. Ritter shall administer the P.O. Box program, including renting P.O. Boxes, managing records, and supporting clients in accessing their mail. Mail access is critical for unhoused residents to receive government benefits, legal documents, healthcare information, and other vital correspondence. This partnership helps ensure that individuals experiencing homelessness are not excluded from essential services due to a lack of a permanent address. 2. Specific Tasks: As part of the Scope of Work, Ritter shall perform the following tasks 2.1 Task 1 - Assess client eligibility • Determine clients’ eligibility for P.O. Box services, prioritizing individuals who have exhausted USPS General Delivery and who require stable mail access for benefits, healthcare, legal, or employment needs. • Confirm that clients served under this MOU are currently experiencing homelessness and are residing, staying, or regularly accessing services within the City of San Rafael. • Maintain documentation verifying clients’ connection to San Rafael (e.g. service records, self-certification, case manager confirmation). 2.2 Task 2 - Arrange and pay for P.O. Boxes • Rent P.O. Boxes from the USPS Bellam Boulevard branch or other local USPS locations. • Pay USPS directly for P.O. Box rental fees using City funds allocated under this MOU. • Maintain documentation of P.O. Box agreements and payments. Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 2.3 Task 3 - Supporting client mail access • Help clients understand how to access and use their P.O. Boxes, including how to pick up mail, keep their box secure, and know what to do if they lose a key or forget their box number. • Offer guidance if clients have questions about mail they receive, especially important documents related to benefits, housing, healthcare, or legal matters. • Manage a non-public P.O. Box for high-needs clients who are unable to handle their own mail, if needed. 2.4 Task 4 - Maintain records Maintain secure records of all clients served under this MOU, including USPS box number and location, client ID (no personal names), date box opened and, if applicable, closed, documentation verifying each client’s connection to San Rafael 2.5 Task 5 - Reporting Prepare and submit annual reports to the City as outlined in the Deliverables section below. DELIVERABLES Ritter’s deliverables under the MOU are enunciated throughout the MOU and include but are not limited to the following: 1. Project Deliverables: Annual Summary Report, due within 30 days after the end of the MOU period, including: • The total number of P.O. Boxes funded for the year • The total number of unique unhoused clients served during the MOU period who were verified as connected to San Rafael • A short narrative (300-word max) of how having a mailing address helped clients access benefits, housing, employment, healthcare, or other important services • The total funds spent, with an explanation of any unspent funds • Recommendations for how to improve the program in the future Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 Financial Documentation, including receipts and USPS invoices for P.O. Box rentals paid with City funds, to be kept on file and provided to the City upon request. METHOD OF PAYMENT Subject to the terms and conditions of this MOU, Ritter shall be paid a fixed fee for the work performed up to a not-to-exceed amount of $10,000.00 Ritter will be paid a fixed amount up to $10,000. Ritter will submit one invoice at the end of the year, showing costs for P.O. Box rentals and any approved administrative costs. The City will pay the invoice within 30 days. SCHEDULE This Additional Scope of Work set forth in this Exhibit A -1 begins on 15 of September 2025 and continues until either party terminates this Additional Scope of Work by delivering notice of termination at least 30 days prior to the termi nation of this Additional Scope of Work. The Annual Summary Report must be submitted within 30 days after the MOU ends. Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. All following documents are attached as reference material. RESPONSIBLE PARTY DESCRIPTION COMPLETED Project Manager Email PINS insurance request to Contractor ☐ City Attorney’s Office Review, revise as needed, and approve agreement as to form Department Director Review and approve agreement Risk Management Confirm insurance documentation is complete Finance Review and sign off on funding availability TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Project Manager: Contractor Name: Contractor’s Contact: Contact’s Email: City Council Date: ☐ ___________________ or ☐ Not applicable ☐ FPPC: Check if Contractor must file Form 700 Mark Shotwell X The Ritter Center mshotwell@rittercenter.org Daniel Cooperman X City Manager's Office/ Community Services Division Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 MEMORANDUM OF UNDERSTANDING This Memorandum of Understanding ("MOU") is entered into as of August 15, 2016 ("Effective Date") by and among the City of San Rafael (the "City"), a municipal corporation; Ritter Center ("Ritter"), a California non-profit corporation; and Richard Bottarini and Bonnie Bottarini (owners of 12 Ritter Street) and Leonard J. Nibbi and Janet L. Nibbi, Trustees of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, and Alma Adda Brovelli, Trustee of the George E. and Alma Adda Brovelli Trust, and Karen M. Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust (owners of 16 Ritter Street) (collectively "Owners"), (each, a "Party," collectively "Parties") with reference to the following matters. RECITALS A. Ritter Center was established in the early 1980s to serve the needs of local low- income residents (including homeless residents and those at risk of becoming homeless). Ritter currently provides a variety of services, including medical, mental health, case management, substance abuse, day, food pantry, shower, laundry, mail, and housing and rental assistance to low income and homeless people at real property commonly known as 12 and 16 Ritter Street, San Rafael, CA 94901 (the "Premises"), which is located in downtown San Rafael. Ritter leases the Premises from Owners (Ritter leases 12 Ritter Street from Richard Bottarini and Bonnie Bottarini; Ritter leases 16 Ritter Street from Leonard J. Nibbi and Janet L. Nibbi, Trustees of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, Alma Adda Brovelli, Trustee of the George E. and Alma Adda Brovelli Trust, and Karen M. Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust). Ritter currently operates pursuant to certain approvals issued by the City, including Conditional Use Permit UP13-030 ("CUP"), which was issued by the City in 2013. Ritter has rights to operate Ritter Center at the Premises pursuant to the terms of the CUP. B. Some members of the City's community perceive that (i) in recent years, the population of homeless and near-homeless persons in Marin County ("County") generally, and in downtown San Rafael in particular, has significantly increased, (ii) actions of some of the homeless and near-homeless persons in downtown San Rafael have caused adverse impacts to local residents, businesses, and visitors. It is the City's belief that changes in the services offered at Ritter Center for those persons who use its services ("Ritter Clients") could mitigate such adverse impacts. C. Over the course of the last several months, the City and Ritter have been discussing relocating some of the services offered at Ritter Center to other locations, while also preserving the availability and accessibility of those services for Ritter Clients. In addition, the City and Ritter have been cooperating in good faith to identify potential alternative sites for Ritter to relocate its facilities for serving Ritter Clients. D. Contemporaneously with the discussions referenced in the prior recital, the City held public hearings before the City Council regarding whether to modify or revoke the CUP based on, among other things, concerns expressed by members of the community that Ritter was causing or allowing nuisance conditions around the Premises. Ritter disputed these contentions and asserted, inter alia, that Ritter was in full compliance with the CUP and that the City lacked Page 1 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 proper legal grounds to modify or revoke Ritter's CUP. The City did not make any findings or decision to modify or revoke the CUP. E. Contemporaneously with the entry of this MOU, the City Council has publicly announced its suspension of such administrative proceedings in order to provide the Parties an opportunity to enter and implement this MOU. F. City staff has considered whether to recommend that the Planning Commission and the City Council consider a zoning change for the Premises to prohibit continued operation of the Ritter Center (after an amortization period), but neither City staff, the Planning Commission, nor the City Council have pursued such potential legislation. Ritter believes there is no legitimate basis to support a zoning change or other limitation of its rights under the CUP. G. At a duly noticed City Council meeting on June 6, 2016 (which included a duly noticed public hearing regarding Ritter's CUP), the City Council and Ritter representatives discussed the formation of a memorandum of understanding to address the City's and Ritter's interests in pursuing certain operational and locational changes regarding Ritter's services. The City Council directed City staff and counsel to pursue the drafting and entry of such a memorandum of understanding. H. The Parties have now agreed to a process to implement certain voluntary operational changes to Ritter's use of the Premises as described in this MOU, once comparable replacement services have been established at alternative locations. Replacement services must be accessible to the target population and be of similar or better quality and quantity — i.e. available during similar hours and be able to serve at least the same number of people, as set forth in this MOU. NOW THEREFORE, in consideration of the recitals hereof and the mutual covenants and agreement contained in the MOU, the parties agree as follows: AGREEMENT 1. INCORPORATION OF RECITALS The recitals set forth above, and all defined terms set forth in such recitals and in the introductory paragraph preceding the recitals, are hereby incorporated into this MOU as though set forth in full. 2. CONDITIONS AND TERMS FOR VOLUNTARY DISCONTINUATION OF CERTAIN PERMITTED SERVICES BY RITTER Provided that the conditions of Subsection (A) have been and remain satisfied, Ritter shall discontinue its provision of certain services on the Premises, on the replacement service terms set forth below in Subsection (B). Page 2 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 A. Conditions Precedent. (i) The City has not, subsequent to the Effective Date, recommenced administrative proceedings regarding whether to modify or revoke the CUP (which administrative proceedings were suspended contemporaneously with the City Council's approval of this MOU, as discussed in the Recitals). While satisfaction of this condition (or written waiver by Ritter thereof) is a prerequisite to the triggering of Ritter's obligations in Subsection (B) below, the City reserves and retains its police power authority to recommence administrative actions to modify or revoke the CUP. In the event that the City recommences administrative actions to modify or revoke the CUP, Ritter Center shall have no further obligations under this MOU. (ii) The City has not, subsequent to the Effective Date, commenced any legislative proceedings to consider whether to change the zoning for the Premises to prohibit such uses of the Premises made by Ritter as of the Effective Date. In the event that the City commences legislative proceedings to consider rezoning to prohibit any such use of the Premises, Ritter Center shall have no further obligations under this MOU. B. Replacement Service Terms. This Section 2(B) addresses rights and obligations with respect to replacement services, once third party providers have commenced providing certain services Ritter now provides, as follows (see Section 3, below, regarding the process for identifying such providers, among other things): (i) Food Pantry. Within 30 days of the date on which a third party commences providing (or two or more third parties commence providing), in a location mutually agreeable to the City and Ritter, no fewer than 90 meal portions per week (in the aggregate and collectively) in a reasonably comparable manner as Ritter's existing program to individuals without access to indoor cooking facilities, Ritter shall stop providing food pantry services to individuals without access to indoor cooking facilities at the Premises (and shall not resume providing such services at the Premises, except as provided in Section 5 below). For purposes of this provision, Ritter will use good faith efforts to determine those Ritter Clients who are homeless. Nothing in this Section 2(B) affects Ritter's right to provide food pantry services at the Premises to individuals and/or families with access to indoor cooking facilities. However, Ritter will provide information and meet and confer with the City with respect to food pantry services for housed individuals and/or families as discussed in Section 3. Ritter emphasizes that the best practice is to provide food pantry service for residents with access to cooking facilities co-located with benefit enrollment for Cal Fresh and Medi-Cal. (ii) Mail Services. Within 30 days of the provision, by a third party (or two or more third parties), of mailboxes or facilities capable of receiving mail for at least 150 Ritter Clients (in the aggregate and collectively) in a reasonably comparable manner as currently provided by Ritter, Ritter shall stop providing Page 3 of 11 12574336.112573926,1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 mail services to Ritter Clients at the Premises (and shall not resume providing such services at the Premises, except as provided in Section 5 below). (iii) Shower and Laundry Services. Within 30 days of the provision, by a third party (or two or more third parties), of shower and laundry services (mobile or stationary), in a reasonably comparable manner as currently provided by Ritter, Ritter shall stop providing shower and laundry services at the Premises (and shall not resume providing such services at the Premises, except as provided in Section 5 below). 3. CITY-RITTER COOPERATION TO IMPLEMENT SECTION 2 A. Tasks and Timing for Implementing Section 2. The City and Ritter shall cooperate in good faith to implement Section 2(B) in a timely manner, with the understanding that (1) the City will take the lead in this regard and (2) Ritter will, acting in good faith, provide informational support and take such actions as are reasonably necessary to assist with the transition of these services. To that end, the City and Ritter shall cooperate to meet the following deadlines with the understanding that the City will be responsible for arranging for the establishment of the replacement services and Ritter will be responsible for transitioning services once replacement services are established: (i) Identification of Third Party Providers. The City and Ritter shall reasonably cooperate to identify third parties (including other non-profit organizations and the County) capable of providing each of the services described in Section 2(B). The City shall create a list of potential third party providers for each of the three services identified in Section 2(B) using informational support provided by Ritter by late September 2016. (a) The individuals from the City who are primarily responsible for implementation of this task with respect to the food pantry and mail services (sections 2(B)(i) and 2(B)(ii)) are as follows: The City Manager (currently, Jim Schutz) and the City's Homeless Services Coordinator (currently Andrew Hening), who will take the lead on behalf of the Parties with respect to food pantry and mail services. Ritter's Executive Director (currently Cia Byrnes) will cooperate in good faith with support for these efforts. (b) The individuals from the City who are primarily responsible for implementation of this task with respect to the shower and laundry services (section 2(B)(iii)) are as follows: the City Manager (currently, Jim Schutz) and the City's Homeless Services Coordinator (currently Andrew Hening) who will take the lead on behalf of the Parties with respect to shower and laundry services. Ritter's Executive Director (currently Cia Byrnes) will cooperate in good faith with support for these efforts. Page 4 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 (ii) Negotiation with Third Party Providers. The City shall contact and, with Ritter's input (including providing relevant information regarding the service(s) provided by Ritter and the target population for such services), negotiate the terms of agreement(s) and/or arrangement(s) with third parties capable of providing each of the services described in Section 2(B). The City shall have contacted and have made good faith efforts to commence negotiations with such third party providers by mid-October 2016. The individuals from the City who are primarily responsible for implementation of this task are as provided for in section 3(A)(i), subdivisions (a) and (b). (iii) Commencement of Third Party Services. The City, with good faith assistance and support from Ritter, shall use good faith, commercially reasonable efforts to cause one or more third party service providers to commence providing the services described in Section 2(B)(i) by early January 2017, Section 2(B)(ii) by early January 2017, and Section 2(B)(iii) by early July 2017. The individuals from the City who are primarily responsible for implementation and individuals from Ritter primarily responsible for the transition of this task are as provided for in section 3(A)(i), subdivisions (a) and (b). B. Food Pantry Services Information and Consideration. Ritter will promptly provide, to the City, data and information reasonably requested by the City regarding the jurisdictions from which Ritter's housed and homeless clients come to receive food pantry services (though disclosure to the City of individuals' names and precise street addresses will not be required), so that the City can better understand the scope, nature, and capacities of Ritter's current food pantry operations (for housed and homeless clients alike). 4. RELOCATION OF RITTER CENTER'S REMAINING SERVICES A. Identification of a Relocation Site. The City and Ritter will continue to cooperate in good faith to identify other suitable premises in Marin County, both inside and outside the City's jurisdictional limits, where Ritter Center can potentially relocate (for the continuation of the services Ritter Center has continued to provide as of that time) ("Potential Relocation Site"). This provision does not obligate Ritter to relocate from the Premises. B. Land Use Review. The City will process in good faith any application by Ritter and potential co-tenants for entitlements (e.g., a use permit) for a Potential Relocation Site within the City's jurisdiction. 5. RESERVATION OF RIGHTS A. Resumption of Services. If a third party or parties discontinue the provision of the services identified in Section 2(B) beyond the cure period identified in Section 7, and Ritter has continued to provide any services at the Premises (e.g., it has not completely relocated pursuant to Section 4), Ritter shall be entitled to immediately begin providing such services on the Premises consistent with the CUP. Page 5 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 B. No Abandonment. Ritter's voluntary cessation of activities authorized under the CUP pursuant to the terms of this MOU shall not constitute an abandonment of the CUP by Ritter or Owners, or any of the rights or privileges granted by the City to Ritter or Owners thereunder. C. Reservation of Autonomy. Ritter reserves the right to retain autonomy over its business, services, structure, operations, and governance. 6. LANDLORD'S AGREEMENT TO COOPERATE AND NOT TO REPLACE RELOCATED SERVICES ON THE PREMISES Owners will not impede the City's and/or Ritter's efforts to implement this MOU and otherwise have no obligations under this MOU. 7. DEFAULTS AND REMEDIES Failure by any Party to comply with its enumerated obligations shall constitute an event of default hereunder. The non-defaulting Party or Parties shall give written notice of a default to the defaulting Party, specifying the nature of the default and the required action to cure the default. If such default remains uncured 30 days after receipt by the defaulting Party of such notice, the non-defaulting Party may exercise the remedies set forth in this Section 7. A. Ritter's Default. Ritter's failure to comply with Section 2(B), Section 3 or Section 4(A) shall constitute a default and breach of this MOU by Ritter. The City shall give written notice of a default to Ritter, specifying the nature of the default and the required action to cure the default. If such default remains uncured 30 days after receipt by Ritter of such notice, the City may exercise the remedies set forth in Section 7(D). B. City's Default. The City's failure to comply with Section 3 or Section 4, shall constitute a default and breach of this MOU by the City. Ritter shall give written notice of a default to the City, specifying the nature of the default and the required action to cure the default. If such default remains uncured 30 days after receipt by the City of such notice, Ritter and/or Owners may exercise the remedies set forth in Section 7(E). C. [INTENTIONALLY OMITTED] D. Exclusive Remedies for Ritter's Default. In the event of an uncured default by Ritter, the sole and exclusive remedy shall be to file suit for specific performance to enforce this MOU. E. Exclusive Remedies for the City's Default. In the event of an uncured default by the City, the sole and exclusive remedies shall be (i) to resume operations at the Premises consistent with the terms of the CUP and (ii) to file suit for specific performance to enforce this MOU. F. [INTENTIONALLY OMITTED] Page 6 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 G. No Damages. None of the Parties shall have any liability to the others for damages or otherwise for any default, nor shall the Parties have any other claims with respect to performance or non-performance by the other Party under this MOU. Each Party specifically waives and releases any such rights or claims they may otherwise have at law or in equity in the event of a default by the other Party, including the right to recover actual, consequential, special or punitive damages from the defaulting Party. 8. MISCELLANEOUS A. Notices. All notices under this MOU shall be in writing, shall be effective upon delivery by an express delivery service which shall show the location and the delivery date and shall be addressed as follows: Ritter: Ritter Center 16 Ritter Street, P.O. Box 3517 San Rafael, CA 94912 Attn: Cia Byrnes, Executive Director Tel: (415) 457-8182 City: City Manager City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 Attn: City Manager Tel: (415) 485-3070 Owners: Regarding 12 Ritter St. (APN 011-272-12) Richard Bottarini Bonnie Bottarini 806 University Street Healdsburg, CA 95448-3749 Regarding 16 Ritter Street (APN 011-272-04) Leonard J Nibbi and Janet L Nibbi, Trustees Leonard J. Nibbi and Janet L. Nibbi Revocable Trust 1182 Lea Drive Novato, CA 94945-3356 Regarding 16 Ritter Street (APN 011-272-04) Karen M. Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust 1012 Los Gamos Rd., Apt. F San Rafael, CA 94903 Alma Adda Brovelli, Trustee of the George E. and Alma Adda Brovelli Trust c/o Drakes Terrace, 275 Los Ranchitos Rd., Apt. 105 San Rafael, CA 94903 All notices shall be deemed effective on the earliest of (i) actual receipt; or (ii) rejection of delivery. Page 7 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 B. Binding Effect. This MOU shall inure to and bind the parties, their respective representatives, successors and permitted assigns. C. Counterparts. This MOU may be executed in counterparts, all of which taken together shall be deemed one original agreement. Photocopies or facsimiles shall constitute good evidence of such execution. D. Captions. Section, titles, or captions in no way define, limit, extend or describe the scope of this MOU or the intent of any of its provisions, and are for convenience of reference only. E. Governing Law. This MOU shall be construed in accordance with and be governed by the provisions of the laws of the State of California. F. Advice of Counsel. The Parties have received or have had the opportunity to receive independent legal advice with respect to the advisability of entering into this MOU. G. Construction of MOU. Each Party has cooperated in the drafting and preparation of this MOU and, accordingly, this MOU shall not be construed against any party as the drafter hereof H. Waiver. No waiver of any right under this MOU shall be deemed effective unless contained in writing signed by the party charged with the waiver. No waiver of any breach or any failure to perform shall be deemed to be a waiver of any future breach or failure to perform or of any other right arising under this MOU. I. Entire Agreement. This MOU between the Parties sets forth the entire agreement of the parties and this MOU may not be modified except in writing signed by authorized signatories of the City, Ritter, and Owners. Notwithstanding this MOU, the CUP for the Premises remains in full force and effect. J. No Third Party Beneficiaries. The Parties acknowledge and agree that there are no intended or unintended third party beneficiaries of this MOU. [Signatures on following pages] Page 8 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 IN WITNESS WHEREOF, the parties hereto have executed this MOU on the date first written above. CITY OF SA RAF , a municipal corporation By: Gary P , Mayor By: By: By: Kate Colin, Vice-Mayor Maribeth Bushey, Councilmember chutz, C. nager ATTEST: By: 22e-e Esther C. Beirne, City Clerk APPROVED AS TO FORM: By: EFE-- Rob Epstein, City orney/ [Ritter's and Owners' signatures on following pages] Page 9 of 11 12574336,112573926,1 OAK #4845-2649-7842 vIl Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 THE RITTER CENTER, a California non-profit corporation By: A-." ,u- e5 c. By: Bob ock , Pr si ent, 'rectors [Owners' signatures on following page] Page 10 of 11 12574336.112573926.1 OAK 44845-2649-7842 v11 06095-0009 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 OWNERS: Richard Bottari ni, Owner of 12 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Bonnie Bottarini, Owner of 12 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. By: By: Leonard J. Nibbi, Trustee of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Janet L. Nibbi, Trustee of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. By: By: Karen M. Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Alma Addax Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Page 11 of 11 12574336.112573926.1 OAK #4845-2649-7842 v11 06095-0009 Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 OWNERS: By: By: Richard Bottarini, Owner of 12 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU, Bonnie Bottarini, Owner of 12 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. By: By: Leonard J. Nibbi, Trustee of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. ,Janet L. Nibbi, Trustee of the Leonard J. Nibbi and Janet L. Nibbi Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. By: By: ---)Z---(-42,-A -)')--) ° Karen M. Brovelli, Trustee of the Karen Marie Brovelli Revocable Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Alma Adda Brovelli, Trustee of the George E. and Alma Adda Brovelli Trust, Owner of 16 Ritter Street Executed and entered for the sole purpose of Section 6, which sets forth the Owners' only obligations under this MOU. Page 1.1 of 11 12574336.112573926.1 OAK //4845-2649-7842 vIl Docusign Envelope ID: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 Certificate Of Completion Envelope Id: F6407EAB-E220-4A3D-98BF-2BCA6DFF42B2 Status: Completed Subject: DocuSign: Amendment with the Ritter Center for Facilitating Mail Access through P.O. Boxes Source Envelope: Document Pages: 18 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 4 Nataly Torres AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 111 Morphew St San Rafael, CA 94901 Nataly.Torres@cityofsanrafael.org IP Address: 199.88.113.8 Record Tracking Status: Original 9/11/2025 10:12:54 AM Holder: Nataly Torres Nataly.Torres@cityofsanrafael.org Location: DocuSign Signer Events Signature Timestamp John Stefanski John.Stefanski@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.202.45.54 Sent: 9/12/2025 10:21:31 AM Viewed: 9/12/2025 10:56:59 AM Signed: 9/12/2025 11:00:04 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/12/2025 11:00:05 AM Viewed: 9/12/2025 11:28:31 AM Signed: 9/12/2025 11:28:37 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Van Bach vanb@cityofsanrafael.org Signing Group: Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/12/2025 11:00:06 AM Viewed: 9/15/2025 9:24:21 AM Signed: 9/16/2025 9:27:25 AM Electronic Record and Signature Disclosure: Accepted: 9/16/2025 9:26:50 AM ID: 834bc65e-fa15-47b7-8742-48effccedf9b Mark Shotwell mshotwell@rittercenter.org Chief Executive Officer Ritter Center Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:1702:4b33:4810:159d:7cc4:93c1:eb45 Signed using mobile Sent: 9/16/2025 9:27:27 AM Viewed: 9/16/2025 1:03:25 PM Signed: 9/16/2025 1:03:41 PM Electronic Record and Signature Disclosure: Accepted: 9/16/2025 1:03:25 PM ID: e5df9cbe-0ca4-4da3-a2f1-8d2b568d7a52 Signer Events Signature Timestamp Andrea Visveshwara Andrea.Visveshwara@cityofsanrafael.org Chief Assistant City Attorney City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/16/2025 1:03:43 PM Viewed: 9/17/2025 3:08:01 PM Signed: 9/17/2025 3:08:17 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Heather Davis Heather.Davis@cityofsanrafael.org Risk Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2601:205:4b01:1550:6112:7da5:ca20:d62b Sent: 9/16/2025 1:03:43 PM Viewed: 9/22/2025 2:48:59 PM Signed: 9/22/2025 2:49:49 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Cristine Alilovich Cristine.Alilovich@cityofsanrafael.org City Manager City of San Rafael Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/22/2025 2:49:52 PM Viewed: 9/22/2025 3:13:45 PM Signed: 9/22/2025 3:13:51 PM Electronic Record and Signature Disclosure: Accepted: 8/8/2025 5:50:59 PM ID: 92734b64-c5dc-4308-af7f-b0f4b9ffd306 Brenna Nurmi, Deputy City Clerk for Lindsay Lara, City Clerk Brenna.Nurmi@cityofsanrafael.org Deputy City Clerk City of San Rafael Signing Group: City Clerk Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 199.88.113.8 Sent: 9/22/2025 3:13:54 PM Viewed: 9/25/2025 9:03:12 AM Signed: 9/25/2025 9:12:56 AM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Nataly Torres Nataly.Torres@cityofsanrafael.org Legal Assistant City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 199.88.113.8 Sent: 9/12/2025 10:01:14 AM Viewed: 9/12/2025 10:18:40 AM Completed: 9/12/2025 10:21:30 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Daniel Cooperman Daniel.Cooperman@cityofsanrafael.org City of San Rafael Security Level: Email, Account Authentication (None) Using IP Address: 2600:1702:67f0:1b40:a975:56bf:25d0:51f0 Sent: 9/12/2025 10:21:30 AM Viewed: 9/12/2025 10:41:59 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/12/2025 10:01:14 AM Certified Delivered Security Checked 9/25/2025 9:03:12 AM Signing Complete Security Checked 9/25/2025 9:12:56 AM Completed Security Checked 9/25/2025 9:12:56 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of San Rafael (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of San Rafael: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: city.clerk@cityofsanrafael.org To advise City of San Rafael of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at city.clerk@cityofsanrafael.org and in the body of such request you must state: your Electronic Record and Signature Disclosure created on: 5/22/2025 12:46:43 PM Parties agreed to: Van Bach, Mark Shotwell, Cristine Alilovich previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from City of San Rafael To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of San Rafael To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to city.clerk@cityofsanrafael.org and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide-signing-system-requirements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check- box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify City of San Rafael as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by City of San Rafael during the course of your relationship with City of San Rafael.