SANTERO WAY SPECIFIC PLAN AREA
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF COTATI AND SOUTHROCK VENTURES, LLC
This MEMORANDUM OF UNDERSTANDING (this “MOU”) is entered into as of January ____, 2026 by and among SOUTHROCK VENTURES, LLC, a Wyoming limited liability company, its successors and assigns (referred to herein as the “Developer” and sometimes “SouthRock”) and CITY OF COTATI, a California municipality (referred to herein as the “City”). The City and SouthRock (each a “Party” and together the “Parties”) acknowledge that the purpose of this MOU is to outline the salient business points between the Parties and memorialize the same in a Development Project Application (the “Application”) submitted by the Developer to the City, all as more particularly set forth below:
WHEREAS the Developer entered into a binding purchase agreement April 20, 2023 with Colvin Group Fund I LP (the “Seller”) to acquire four (4) vacant parcels totaling approximately 2.77 acres (the “Colvin Parcels”) at the time zoned Santero Way Specific Plan (“SWSP”), fully entitled for construction of up to ninety-eight (98) multifamily apartments within three (3) buildings, each three (3) levels high, and 5,587 square feet of commercial space, and conditions of approval from the City that included the development of a new public park on the Colvin Parcels, as well as requiring improvements to the adjoining vacant and undeveloped parcel owned by the City totaling 0.56 acres [24,395 square feet] (the “City Parcel” together with the Colvin Parcels are hereafter referred to as the “Project Site”) by way of a Public Improvement Agreement for use as a 32-stall overflow public parking lot (the fully entitled Project Site for up to 98 residential units is hereafter referred to as the “98-Unit Project”); WHEREAS the City initiated the process of updating the SWSP, and in February 2025 formally approved a variety of changes which pivoted the SWSP from an office-focused, medium density residential development to a mixed-use, high density, transit-oriented neighborhood (the “Updated SWSP”);
WHEREAS the Developer is proposing to construct approximately 170 multifamily apartments, 13,249 square feet of conditioned residential amenity spaces, 17,759 square feet of retail and office uses, and a 9,105 square feet active public space fronting a ground-level retail plaza by making the following changes to the 98-Unit Project: (i) removing the overflow public parking lot, (ii) reducing the size of the new community park fronting the intersection of Depot Way and Santero Way oriented towards the Cotati SMART Station, (iii) increasing the building height to four (4) levels for all buildings, and (iv) adding an additional building for a total of four (4) buildings within the Project Site (the “170-Unit Project”); WHEREAS the City has advised the Developer that the 170-Unit Project will trigger the need for a new Application and plan approval process, which subsequently requires the City and Developer to negotiate new agreements and approvals such as an Affordable Housing Regulatory Agreement, Development Impact Fee Deferral and Grant Agreement, Subdivision of Property Docusign Envelope ID: 979CE45B-4FC0-42DA-B902-B928DEEAB4CB
SANTERO WAY SPECIFIC PLAN AREA
and/or Lot Line Adjustment, Public Improvement Agreement(s), Use Permit(s) and various easements throughout the Project Site and an agreement where the City would convey the City Parcel to the Developer to be included in the Application within the Project Site for the 170- Unit Project in exchange for meeting the terms and conditions set forth herein (the “New Entitlements”);
WHEREAS the Developer desires clarity and a level of understanding from the City with regards to the City Parcel and the terms in which it will be conveyed to the Developer at the same time as the New Entitlements prior to the Developer committing additional capital towards 3
rd party costs required to complete a new Application and formal planning process; WHEREAS in July 2025 the City approved a resolution declaring the City Parcel as surplus property stating in part, “that the remainder of the City owned property would be best utilized to implement the community vision of the SWSP through the sale or exchange of property to allow contiguous complementary uses adjacent to the train station, as described and permitted in the SWSP.”;
WHEREAS in July 2025 the City simultaneously commissioned a 3rd party appraisal that estimated the City Parcel to have a fair market value of $450,000 (the “City Parcel Value”);
WHEREAS the Developer shall provide additional improvements desired by the City with a value equal or greater to the City Parcel Value, less any area improved for Public Rightof-Way, at an estimated pro rata rate equal to $18.45 per square foot (the “Pro Rata Exchange Rate”) that shall be confirmed by survey in and subject to the New Entitlements for the 170-Unit Project (the net area of the City Parcel is referred to as the “Net City Parcel” and the Pro Rata Exchange Rate multiplied by the Net City Parcel square feet is hereinafter referred to as the “Net Exchange Consideration”);
WHEREAS the existing purchase agreement between SouthRock and Colvin will not progress to a closing until New Entitlements are approved by the City; WHEREAS the Developer will not submit the Application until a clear path to control of the City Parcel is determined, negotiated, and conditionally acceptable to the Parties.
NOW, THEREFORE, IT IS AGREED AS FOLLOWS in consideration of the mutual covenants and agreements set forth in this MOU, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
1. As part of the 170-Unit Project, the Developer shall complete offsite construction improvements desired by the City, beyond those required as a condition of approval for Docusign Envelope ID: 979CE45B-4FC0-42DA-B902-B928DEEAB4CB
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the 170-Unit Project, that collectively cost an amount equal to or greater than the Net Exchange Consideration to construct (the “Offsite Program”).
2. The City and Developer agree to negotiate in good faith to determine which offsite improvements are appropriate to be considered credit for the Developer towards the Net Exchange Consideration (the “Qualified Improvements”).
3. This MOU is intended as a non-binding statement of mutual understanding and does not create enforceable obligations. Binding obligations, if any, will be contained in the New Entitlements or a Purchase and Sale Agreement duly authorized by the City and executed by the Parties.
4. This MOU shall remain in effect until the earlier of: (i) binding agreements regarding the conveyance of the City Parcel to the Developer in exchange for the Qualified Improvements (ii) execution of a separate written agreement; or (iii) written notice of termination by either Party.
5. This MOU shall be governed by the laws of the State of California.
6. This MOU may be executed in counterparts, each of which shall be deemed an original.
7. This MOU embodies the entire understanding of the Parties regarding the subject matter herein.
8. The obligations undertaken by each Party pursuant to this MOU shall only be delegated or assigned to any other person or agency with the prior written consent of the other Party.
9. This MOU supersedes all prior or contemporaneous communications and proposals, whether electronic, oral, or written between the Parties with respect to the subject matter hereof. Any amendment or supplement to this MOU must be in writing and executed by the Parties hereto.
IN WITNESS WHEREOF, the Parties have executed this Memorandum of Understanding as of the date set forth below.
SouthRock Ventures, LLC
By: ___________________________
Name: David Byerly
Title: Managing Partner
City of Cotati
By: ___________________________
Name: Damien O’Bid
Title: City Manager
Docusign Envelope ID: 979CE45B-4FC0-42DA-B902-B928DEEAB4CB Certificate Of Completion
Envelope Id: 979CE45B-4FC0-42DA-B902-B928DEEAB4CB Status: Sent Subject: City of Cotati - SouthRock Ventures, LLC MOU
Source Envelope:
Document Pages: 3 Signatures: 1 Envelope Originator:
Certificate Pages: 5 Initials: 0 Damien O'Bid
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
[email protected]
IP Address: 71.6.94.254
Record Tracking
Status: Original
12/23/2025 11:36:34 AM
Holder: Damien O'Bid
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: Carahsoft OBO City of Cotati Location: Docusign Signer Events Signature Timestamp
David Byerley
[email protected]
Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address:
2601:483:4800:9da0:8d72:8600:9a70:b37a
Signed using mobile
Sent: 12/23/2025 11:44:22 AM
Viewed: 12/23/2025 9:54:16 PM
Signed: 12/23/2025 9:54:25 PM
Electronic Record and Signature Disclosure:
Accepted: 12/23/2025 9:54:16 PM
ID: dcb05761-0737-4857-9390-c0591c5ec7f9
Damien O'Bid
[email protected]
City Manager
City of Cotati
Security Level: Email, Account Authentication
(None)
Sent: 12/23/2025 9:54:26 PM
Viewed: 1/7/2026 10:24:22 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
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Blake Byerley
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Kevin Patterson
[email protected]
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via Docusign
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Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/23/2025 11:44:22 AM
Certified Delivered Security Checked 1/7/2026 10:24:22 PM Payment Events Status Timestamps
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/20/2021 3:35:42 PM Parties agreed to: David Byerley
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