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.”