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HomeMy Public PortalAboutWhitepaper - Remainder Parcel, Anderson Pacific PropertyRemainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 1 Common Name Anderson Pacific Property APN 098-0289-021-00 Address 2093 Railroad Avenue 20-22 South L Street 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 Est. Share of the Anderson Pacific Property Total $6,442,204* *share of $9,203,149 book value in 2013 for the Anderson Pacific Property Use of Funds  Property Acquisition  Closing Costs 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 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) Oversight Board Staff Reports June 6, 2012 – Oversight Board approves transfer of property from the former-RDA to the City as a housing asset. October 17, 2012 – Oversight Board confirms its approval on June 6, 2012 to transfer the property from the former-RDA to the City as a housing asset. (Resolution OB-003) June 5, 2013 – Oversight Board confirms its approval for the transfer of the property from the former-RDA to the City as a housing asset for use in the development of affordable housing; and approving the Livermore Successor Agency’s Housing Asset Transfer Report filed with the California Department of Finance on August 1, 2013, to transfer the property to the City as a housing asset for use in the development of affordable housing. (Resolution OB-008) December 16, 2015 – Oversight Board approves final adjustments to the Livermore Successor Agency’s Long Range Property that do not change the use for this property. (Resolution OB-033) Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 2 City, and RDA Staff Reports (cont.) 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). March 22, 2011 – Authorizing transfer of the property from the former-RDA to the City as an affordable housing property because the City loaned Affordable Housing Fees to the former-RDA to acquire the property to create affordable housing opportunities. (Resolutions 2011-041 and RA 2011-05) March 28, 2011 – Ratifying actions taken on March 22, 2011 to authorize the transfer of the property from the former-RDA to the City as an affordable housing property because the City loaned Affordable Housing Fees to the former-RDA to acquire the property to create affordable housing opportunities. (Resolutions 2011-47 and RA 2011-07) January 9, 2012 – City elects to become the successor to the former-RDA’s housing. assets and functions. (Resolution 2012-06) September 23, 2013 – Livermore Successor Agency approves Long Range Property Management Plan to use the property to expand affordable housing and to develop the property into affordable rental housing. (Resolution LSA 2013-02) December 14, 2015 – Livermore Successor Agency approves final adjustments to its Long Range Property Management Plan to use the property to expand affordable housing and to develop the property into affordable rental housing. (Resolution LSA 2015-02) Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 3 City Resolutions 2005-099 2007-096 (depot) 2008-106 2008-171 2009-009 2011-041 2011-047 2012-06 RDA Resolutions RA 2007-02 (depot) RA 2008-12 RA 2009-01 RA 2010-01 (driveway) RA 2011-05 RA 2011-07 LSA Resolutions LSA 2013-02 LSA 2015-02 Oversight Board Resolutions OB-003 OB-008 OB-033 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.” March 22, 2011 Property Conveyance Agreement Other Documents July 31, 2012 Department of Finance Housing Assets List (aka Housing Assets Transfer Form) August 31, 2012 Department of Finance Determination letter re: Housing Assets Transfer Form February 24, 2014 Secretary of State, No Further Action Letter on housing asset transfer December 28, 2015 Department of Finance Approval of the Long Range Property Management Plan Notes: An incorrect APN was assigned to the Remainder Parcel in the actions by the City and former-RDA on March 22, and March 28, 2011, as well as in the Property and Conveyance Agreement, to transfer the parcel to the City as a housing asset. The correct APN was assigned to the Remainder Parcel by the Oversight Board on June 6, 2012, to approve the transfer of the Remainder Parcel to the City as a housing asset. The APN was correct in the transactions that followed, including the Long Range Property Management Plan approved by the California Department of Finance on December 28, 2015. Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 4 In 2013, the City merged the driveway parcel with the Remainder Parcel. However, the merger has not yet been recognized by the Alameda County Recorder and the California Department of Finance required it to be treated separately. However, the California Department of Finance also approved the transfer of the driveway parcel as both a housing asset and a governmental purpose asset since it was intended to be merged with the Remainder Parcel and developed as the east-west street to access the Livermore Village site. EXCERPTS REFLECTING PROPOSED USE Proposed Use – City Affordable Housing Fees Loan to Livermore Village LLC (April 25, 2005) “The Depot Shopping Center, located at 2009-2111 Railroad Avenue, is identified in the Downtown Specific Plan as a key redevelopment project. Jim Anderson of Anderson Pacific has requested $8,000,000 in short-term financing from the City to purchase the site. If acquired by Jim Anderson of Livermore Village, LLC, this site will be developed into a mixture of housing, parking, public open space, artist workspace, and retail uses.” “The cost of the site is $9 million. Livermore Village, LLC will provide a $1 million deposit and is requesting an $8 million short-term acquisition loan from Housing In-Lieu Funds to complete the purchase.” “During the term of this loan, the City will seek out additional low-cost financing from the State and private banks. This money would substituted for City funds with any difference in interest rates going towards project amenities, increases in affordability, and/or the City’s In-Lieu Fund.” “Per the Downtown Specific Plan, the proposed project will offer a range of ownership housing types, including condominiums, townhouses, artist studios, and live/work lofts.” “The City’s financial involvement in the development will ensure the City’s goals for the project, including affordability levels, are maximized.” Train Station Depot Relocation – City Affordable Housing Fees 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.” Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 5 “…[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.” Proposed Use – 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 downturn 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.” Proposed Use - Transfer of Property from City to the former-RDA (August 4, 2008) “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 (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.” Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 6 “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 Use – 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.” Oversight Board Approval of Transfer to the City as a Housing Asset (June 6, 2012) “This site was purchased in 2007 using City Housing In-Lieu Funds for development of a high-density, downtown residential catalyst project with an affordable housing component. Housing In-Lieu Funds are a local source of money obtained through the City's Inclusionary Housing Program for use in the development of affordable housing. The site was also financed through a $5,000,000 loan from the State Residential Development Loan Program (RDLP) that must be repaid. No tax increment financing was used to acquire the site.” “Staff is currently in the process of selecting a developer to move forward on the development of the site. If the sites were to be sold as part of the dissolution process, the State funding used to acquire the sites would have to be repaid. Since the site was acquired prior to the drop in land prices, staff believes there would be no residual funds remaining for disbursement to the taxing entities once the State RDLP loan is repaid.” “The Livermore Village properties should remain in the City's possession because the properties were acquired using City funds. As a housing asset, these parcels would have been required to be transferred to the City as the successor to the former agency's housing function, even if they were acquired with tax increment revenues.” Proposed Use - Long Range Property Management Plan (September 23, 2013) Remainder - “The goal for the site under the Long Range Property Management Plan is to continue to develop it as a high density residential project with an affordable component and repay the $5,000,000 State RDLP loan.” Proposed Use - Long Range Property Management Plan (December 16, 2015) Remainder - “The goal for the site under the Long Range Property Management Plan is to continue to develop it as a high density residential project with an affordable component and repay the $5,000,000 State RDLP loan.” Remainder Parcel, Anderson Pacific Property Remainder Parcel, Anderson Pacific Property - 7 Driveway - “The driveway parcel was originally not included in the Long Range Property Management Plan as it was a property that was to be combined with the property located at 2093 Railroad Avenue (APN 098-0289-021-00) as a housing asset used as street to serve the Livermore Village Site. A Lot Line Adjustment (LLA) 10-001 Certificate of Compliance was recorded June 30, 2010 Series 2010183153. It essentially certifies that the merger of the access strip into the remainder parcel by “removal of lot lines” is in compliance with the Map Act and local zoning ordinance… This property also is classified as a governmental purpose as it is to be dedicated to the City as a road for access to the housing project on the Livermore Village Site.”