HomeMy Public PortalAboutWhitepaper - Anderson Pacific PropertyAnderson Pacific Property
Anderson Pacific Property - 1
Common Name
Anderson Pacific Property
APN
098-0289-021-00
2010 Subdivision into 3 parcels:
1. Remainder Parcel
(APN 098-0289-021-00)
2. Regional Theater Parcel
(APN 098-0289-018-00)
3. Regional Theater Plaza Parcel
(APN 098-0289-019-00)
Related properties
1. Train Station Depot Building (relocated
to a transit center)
2. Driveway Parcel (APN 097-0001-032-
00)
Address
2009-2111 Railroad Avenue
Funding Source
City Affordable Housing Fees (F611)
CalHFA Residential Development Loan
Program funds
Type of Transaction
Loan from City to former-RDA
Principal Amount Expended
$8,000,000.00*
$2,100,000.00*
*$9,203,149 book value in 2013
$100,000
$825,000
Use of Funds
Property Acquisition
Predevelopment expenses
Closing Costs
Anderson Pacific Property
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City, and RDA Staff Reports
April 25, 2005 – Authorizing the City Manager to
sign all necessary documents to loan
$8,000,000 in City Affordable Housing Fees
from the City to Anderson Pacific LLC to help
facilitate the acquisition of the property.
(Resolution 2005-099).
May 14, 2007 – Authorizing execution of a
Cooperation and Repayment Agreement from
the City to loan the former-RDA up to $825,000
in Affordable Housing Fees to acquire the
Southern Pacific Railway Depot. (Resolutions
2007-096, and RA 2007-02)
May 12, 2008 – Authorizing a Purchase and
Sale Agreement for the City to acquire the
Livermore Village parcel, project plans, and
entitlements from Livermore Village I LLC for
$2,100,000 in Affordable Housing Fees, and
appropriating up to an additional $100,000 in
Affordable Housing Fees for costs related to the
purchase. (Resolution 2008-106).
August 4, 2008 – Authorizing the transfer of the
property from the City to the former-RDA and
execution of a Cooperation and Repayment
Agreement in the amount of $10,969,743.
(Resolutions 2008-171, and RA 2008-12)
January 12, 2009 – Authorizing a restructuring
of the Cooperation and Repayment Agreement
to obligate up to $5,000,000 in RDLP funds to
the Livermore Village Project. (Resolutions
2009-09, and RA 2009-01).
January 11, 2010 – Authorizing the former-
RDA’s acquisition of the driveway parcel.
(Resolution RA 2010-01).
Oversight Board Staff Reports
None.
City Resolutions
2005-099
2007-096 (depot)
2008-106
2008-171
2009-009
RDA Resolutions
RA 2007-002 (depot)
RA 2008-12
RA 2009-01
RA 2010-01 (driveway)
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Agreements
August 4, 2008 Cooperation and Repayment Agreement
January 12, 2009 Accelerated Cooperation and Repayment Agreement
January 12, 2009 Notice of Affordability Restriction on Transfer of Property and Declaration of
Covenants and Restrictions (Recorded January 29, 2009, Recorder No. 20090268632)
“As a condition of accepting the RDLP funds, the City and Owner now desire to place restrictions
upon the development and use of the Property to ensure that the development of the Project, or
any other project developed on the Property, shall provide at least 28 units of ownership housing
affordable to low-income households and 56 units of ownership housing affordable to moderate-
income households.”
“It is anticipated that the Owner will eventually enter into a Disposition and Development Agreement
with a final developer which will construct a mixed-use development consisting of retail space, a
variety of housing types, including a minimum of 28 units of ownership housing affordable to low-
income households and 56 units of ownership housing affordable to moderate-income households
(the “Project”). It is further anticipated that any such Disposition and Development Agreement shall
secure and provide for the satisfaction of the obligations set forth in this Notice & Declaration, as
well as the satisfaction of the outstanding principal and interest owed the City under the Accelerated
Cooperation and Repayment Agreement executed concurrently herewith.”
“USE OF PROPERTY Development of the Property shall provide at least 28 units of ownership
housing affordable to Low-Income Homebuyers and 56 units of ownership housing affordable to
Moderate-Income Homebuyers, which shall be occupied by Low-Income and Moderate-Income
Homebuyers, respectively, for a period of at least 10 years.”
Other Documents
Tract Map 9926 Recorded February 23, 2010
Notes and Narrative Summary:
The Anderson Pacific Property consists of approximately 5.5 acres of the former Lucky Shopping Center
that was acquired with City Affordable Housing Fees.
In 2005, the City loaned $8,000,000 in City Affordable Housing Fees to Livermore Village I, LLC, to help
that developer acquire the Anderson Pacific Property and provide affordable housing opportunities. The
loan agreement between the City and Livermore Village I, LLC was amended several times to extend the
initial payoff date from May 13, 2006 to May 3, 2008.
In 2008, Livermore Village I, LLC defaulted on the loan after project entitlement. Livermore Village I, LLC
transferred the property to the City in lieu of foreclosure proceedings, along with the project plans and
entitlements, in exchange for an additional payment of $2,100,000 in City Affordable Housing Fees
for the property. An additional $100,000 in City Affordable Housing Fees was expended for the costs (title
insurance, escrow, outstanding property taxes, etc.) to transfer the property to the City.
The City then transferred the Anderson Pacific Property to the former-RDA by way of a Cooperation and
Repayment Agreement that loaned the $10,969.763 in City Affordable Housing Fees invested in the
property to the former-RDA.
In 2009, the City and former-RDA entered into an Accelerated Cooperation and Repayment Agreement to
restructure the loan in the original Cooperation and Repayment Agreement for the City to loan the former-
RDA $5,000,000 in RDLP funds in place of and to pay off a portion of the City Affordable Housing Fees
originally loaned.
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Notes and Narrative Summary (cont.):
In 2010, as part of the property assembly for redevelopment, the Anderson Pacific Property was
subdivided into three parcels known as:
1. Remainder Parcel (APN 098-0289-021-00)
2. Regional Theater Parcel (APN 098-0289-018-00),
3. Regional Theater Plaza Parcel (APN 098-0289-019-00).
This information sheet only contains information for the Anderson Pacific Property prior to its subdivision
into three parcels in 2010. The individual information sheets for each of the subdivided parcels contain
information about those properties after the subdivision. A separate whitepaper provides information on
the RDLP loan program and the City and former-RDA’s actions concerning that loan.
Train Station Depot. The Train Station Depot building was located on the Remainder Parcel. It was
treated as a housing asset associated with the Remainder Parcel and ultimately transferred to the City as
a housing asset as part of the dissolution process for the former-RDA.
Driveway Parcel. The driveway parcel was acquired from an adjacent property and was to be merged
with the Remainder Parcel. It was processed as both a housing asset and as a governmental purpose
asset as part of the dissolution process for the former-RDA. The driveway parcel was purchased with
funds that do not have an affordable housing obligation.
EXCERPTS REFLECTING PROPOSED USE
Train Station Depot Relocation – Time of Loan to the former-RDA (May 14, 2007)
“Staff recommends the City Council enter into a Cooperation Agreement with the Agency to loan the
Agency up to $825,000 in Housing Trust Funds to purchase of the Southern Pacific Railway Depot
(Depot), located at 20-22 South L Street, to facilitate the redevelopment of the former Lucky’s center and
to help preserve the historic nature of the building. If approved, the Depot will be relocated to a site within
the Downtown and preserved as an important historic resource for the City.”
“Initially, the City will use Housing Trust funds to purchase the Depot. The City and Agency will enter into
a cooperation agreement that will establish a mechanism for repayment of Housing Trust Funds by the
Agency based on future revenue.”
“On October 26, 2006, Council approved the Livermore Village project for the Lucky’s center. The project
will be developed in two phases to allow for the construction of a mixed-use development consisting of
218± residential units (with up to 84 units of affordable housing), commercial space and artist facilities.”
“..[t]he Depot will be purchased by the Redevelopment Agency and preserved as an important historic
resource for the City, placing it into public ownership where its preservation will be a priority. Upon
acquisition of the Depot, staff will explore sites in the Downtown for relocation of the Depot and return to
Council for approval. Staff will work in partnership with the Heritage Guild to restore and renovate the
Depot.”
“…[u]p to $825,000 in Housing Trust funds will be approved to fund the acquisition and relocation of the
Depot. Preliminary analysis indicates that approximately 40 housing units could be built by relocating thd
Depot offsite. This would increase the tax increment and bring additional households to the Downtown
core. Staff estimates that once the Depot is relocated offsite, allowing for an additional 40 units onsite, the
project value of the 40 housing units will have an estimated assessed value of $20,000,000, bringing in
approximately $120,000 per year in additional tax increment to the Redevelopment Agency.”
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Proposed Use – Time of City Acquisition (May 12, 2008)
“Staff recommends the City Council adopt a resolution allowing the City Manager to enter into a Purchase
and Sale Agreement between James Anderson of Livermore Village I, LLC and the City of Livermore to
transfer ownership of the Livermore Village Project at 2093 Railroad Avenue from Anderson to the City of
Livermore.” “Anderson Pacific has developed plans and designs for a 281 unit attached housing
development with an affordable housing component, an artist community center and approximately 7,000
square feet of retail and office space.”
“Market conditions have changed dramatically since the project received its entitlements. Sales of
attached housing units have declined throughout the nation and specifically in the Bay Area. Due mainly
to this downtown in the market, Anderson Pacific has been unable to secure construction financing for the
Livermore Village Project.”
‘Without funds for construction, Anderson Pacific has been unable to proceed with the development of the
project and thus is unable to repay the outstanding City loan by its due date. As a result, on February 27,
2008, Anderson Pacific requested that in lieu of default of the City note, the City purchase his remaining
interest in the site and take ownership of the property, project plans and entitlement. If approved, the City
would purchase the remaining ownership interests in the project for $2,100,000 in lieu of it going into
foreclosure. As holder of the project’s first note, the City would assume the $8,000,000 note, along with
the $2,237,812 in accrued interest. An additional $100,000 in funds is being requested to cover City costs
of transferring the project (title insurance, escrow and outstanding property taxes).”
“Upon transfer of the site to the City, staff will prepare a request for proposals that will be used to identify
potential new developers. Priority will be given to those developers with the best overall experience in
developing a project that will meet the goals of the Downtown Specific Plan, would return the highest
amount of tax increment as quickly as possible, and would be able to pay off the outstanding City loans
and move forward with construction of the project.”
Transfer of Anderson Pacific Property from City to the former-RDA (August 4, 2008)
“The proposed Cooperation and Repayment Agreement between the City of Livermore and the
Redevelopment Agency will establish the terms for the property transfer and the repayment of the loan to
the City of Livermore by the Redevelopment Agency.”
“Under the proposed Cooperation Agreement, the City agrees to transfer title to the property to the
Redevelopment Agency. The Redevelopment Agency agrees to reimburse the City for the costs of the
property’s acquisition through an initial loan and subsequent repayment agreement. To make the City’s
Affordable Housing fund whole, the Agency has agree to pay an interest rate of 3.5% on the original
$8,000,000, which would have been the estimated value of the accrued interest had the investment
remained in the Affordable Housing fund.”
“It is anticipated that the Redevelopment Agency will enter into a Disposition and Development
Agreement with a new developer which will construct a mixed-use development consisting of retail space,
a variety of housing types, including live-work and flex units, and potentially a regional performing arts
theater.”
RDLP Funding Post Acquisition (January 12, 2009)
“In 2007, the City was awarded State of California Residential Development Loan Program (RDLP)
funds for site acquisition and pre-development expenses for the Livermore Village project. Upon
Council/Agency approval staff will draw down the funds from the State. The RDLP funds will be
provided at a below market rate interest loan to the City who in turn will loan these funds to the
Agency for site acquisition and predevelopment expenses associated with Livermore Village and to
pay off a portion of the Housing Trust funds (F611) that are currently being loaned to the Agency.”
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RDLP Funding Post Acquisition (January 12, 2009) (cont.)
“Conditions for accepting the RDLP loan funds require that the project provide 28 units of ownership
housing affordable to low-income households and 56 units of ownership housing affordable to
moderate-income households for a minimum of ten years. Livermore Village currently has entitlements
for 281 units of housing which allows the RDLP and lnclusionary requirement to both be satisfied.
The 56 units of moderate- income housing would be delivered through the general production of units
and in order to meet the requirements of the RDLP the units would be deed-restricted for a minimum
of ten years. To document this requirement, the Agency will record a "Notice of Affordability
Restriction on Transfer of Property and Declaration of Covenants and Restrictions " on the Property
with the City outlining the terms and conditions of the RDLP funding.
“…up to $5,000,000 of the RDLP fund will be used for site acquisition and predevelopment expenses
associated with the Livermore Village and to pay off a portion of the Housing Trust funds (F611) that are
currently loaned to the Agency.”
Driveway Parcel – Time of Acquisition (January 11, 2010)
“The acquired property will be incorporated into the adjacent Agency-owned Livermore Village site and
will be used to greatly improve future access for both the regional theater and the proposed future
housing development through the creation of a public street and sidewalks running east to west along the
Livermore Village site.”