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HomeMy Public PortalAboutWhitepaper - Regional Theater Parcel, Anderson Pacific PropertyRegional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 1 Common Name Regional Theater Parcel, Anderson Pacific Property APN 098-0289-018-00 Address Railroad Avenue Funding Source  City Affordable Housing Fees (F611) Type of Transaction Loan from City to former-RDA Principal Amount Expended Est. Share of the Anderson Pacific Property Total $1,840,630* *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 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) Oversight Board Staff Reports 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-33) Regional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 2 City, and RDA Staff Reports (cont.) May 14, 2009 – Former-RDA approves a Disposition and Development Agreement (Regional Performing Arts Theater) for the property. (Resolution 2009-090, and RA 2009-12) December 14, 2009 – City and former-RDA approve a First Amendment to Disposition and Development Agreement between the former-RDA and LVPAC. (Resolution 2009- 244, and RA 2009-27) February 14, 2011 – City and former-RDA approve Amended and Restated Disposition and Development Agreement for a proposed Regional Theater on the regional theater parcel of the Anderson Pacific Property. (Resolutions 2011-019 and RA 2011-03) 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) November 14, 2014 – City and Livermore Successor Agency terminate the DDA for the Regional Theater and the Regional Theater Plaza. (Resolution 2014-195 and LSA 2014- 04) 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) City Resolutions 2005-099 2008-106 2008-171 2009-090 2009-244 2011-019 2012-006 2014-195 RDA Resolutions RA 2008-12 RA 2009-12 RA 2009-27 RA 2011-03 LSA Resolutions LSA 2013-02 LSA 2014-04 LSA 2015-02 Oversight Board Resolutions OB-033 Regional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 3 Agreements August 4, 2008 Cooperation and Repayment Agreement  “The Agency agrees to reimburse to the City the cost of the property in the amount of $10,969.743. This amount includes $8,000,000 originally loaned for the acquisition plus $3.5% interest ($869,743) for three years that would have been earned on the funds in the Affordable Housing Fund, plus the $2,100,000 in additional principal for acquiring the site from Livermore Village, LLC.”  “It is anticipated that the Agency will enter into a Disposition and Development Agreement with a 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.” May 14, 2009 Disposition and Development Agreement (Regional Theater)  “The Agency is the owner of an approximately 5.6 acre parcel of real property located within the Project Area bounded by South Livermore to the east, Railroad Avenue to the north, L Street to the west and First Street to the south in downtown Livermore, California. The Agency intends to subdivide the property and create an approximately 50,620 square foot parcel…”  “The Agency and LVPAC desire to cause the development of a regional performing arts theater with approximately two thousand (2000) seats on the Property.” December 14, 2009 First Amendment to Disposition and Development Agreement February 14, 2011 Amended and Restate Disposition and Development Agreement (Regional Performing Arts Theater)  “The Agency is the owner of an approximately 5.6 acre parcel of real property located within the Project Area bounded by South Livermore Avenue to the east, Railroad Avenue to the north, South L Street to the west and First Street to the south in downtown Livermore, California. The Agency has subdivided the property to create an approximately 50,620 square foot parcel…”  “On the terms and subject to the conditions set forth in this Agreement, the Agency, the City and LVPAC desire to cause the development of a regional performing arts theater with approximately two thousand (2,000) seats on the Property.” November 14, 2014 Termination Agreement  “With the settlement of the Regional Theater Litigation, the Livermore Successor Agency, the City, and LVPAC now wish to terminate the 2011-DDA.” Other Documents December 28, 2015 Department of Finance Approval of the Long Range Property Management Plan “Pursuant to [California Health & Safety Code] section 34191.3(a) the approved [Long Range Property Management Plan] shall govern, and supersede all other provisions relating to, the disposition and use of the real property assets of the former redevelopment agency.” Notes: The California Department of Finance did not recognize the Disposition and Development Agreement for the development of this property as a regional performing arts theater, and that agreement was formally terminated. Regional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 4 Following the termination of the Disposition and Development Agreement for the regional performing arts theater, the California Department of Finance recognized that the property reverted back to its affordable housing status and authorized the transfer of this property to the City as a housing asset in light of the City Affordable Housing Fees that were used to acquire the property. 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.” 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).” Regional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 5 “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 - Property Transfer 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.” Proposed Use – Disposition and Development Agreement for a Regional Theater (May 14, 2009) Staff Report. “The promotion of Downtown as a "Center for the Arts" is one of the strategic priorities established by the Downtown Specific Plan. A Regional Performing Arts Theater would provide an additional attraction to bring people to the Downtown and would increase the draw of the downtown in general. The construction of a highly-visible civic building in the downtown would serve to emphasize the Downtown's role as the center of the community. The development of the Regional Theater is, therefore, part of a broader strategy to revitalize Livermore's downtown and add enhanced emphasis on the arts as a part of that strategy.” Resolution. “The Agency is the owner of an approximately 5.6-acre parcel of land located within the Project Area bounded by South Livermore Avenue to the east, Railroad Avenue to the north, L Street to the west, and First Street to the south, in downtown Livermore, California. The Agency intends to subdivide the property and create an approximately 50,620 square foot parcel ("Property"). “The Agency and Livermore Performing Arts Center, a California non-profit corporation (the “Developer”), desire to cause the development of a regional performing arts theater with approximately 2000 seats, and related improvements, on the Property (the “Project”).” Proposed Use – Amended and Restated Regional Theater Disposition and Development Agreement (February 14, 2011) Staff Report. “The promotion of Downtown as a "Center for the Arts" is one of the strategic priorities established by the Downtown Specific Plan. A Regional Performing Arts Theater would provide an additional attraction to bring people to the Downtown and would increase the draw of the Downtown in general. The construction of a highly-visible civic building in the Downtown would serve to emphasize the Downtown's role as the center of the community. The development of the Regional Theater is, therefore, part of a broader strategy to revitalize Livermore's Downtown and add enhanced emphasis on the arts as a part of that strategy.” Resolution. “The Agency is the owner of an approximately 5.6-acre parcel of land located within the Project Area bounded by South Livermore Avenue to the east, Railroad Avenue to the north, L Street to the west, and First Street to the south, in downtown Livermore, California. The Agency has subdivided the property to create an approximately 50,620 square foot parcel on which the Livermore Valley Performing Arts Center will be constructed ("Property"). “The Agency and LVPAC desire to cause development of a regional performing arts theater with approximately 2000 seats on the Property (the "Project") and has selected the Livermore Valley Performing Arts Center, a California not-for-profit organization (the "Developer"), to serve as the developer of the Project.” Regional Theater Parcel, Anderson Pacific Property Regional Theater Parcel, Anderson Pacific Property - 6 Proposed Use - Long Range Property Management Plan (September 23, 2013) “Under the Long Range Property Management Plan goals the site should continue to be developed by LVPAC into a Regional Performing Arts theater under the terms and conditions of the DDA entered into by the City the Former RDA and LVPAC. If the site no longer needed for development of the Theater project it should go back to its original purpose of developing the site into a mixed-use, high density residential project.” “Per the LRPMP and the goals established for the downtown under the Downtown Specific Plan and the RDA 5 Year Plan, the site will be transferred from the LSA to the City where by it will be combined with the adjacent site for use in the development of a Regional Performing Arts Theater. If a theater is not developed on the site, the parcel will revert back to a housing site for use in the development of a high density mixed-income residential project.” Termination of the Regional Theater DDA (November 14, 2014) “The 2011-DDA having been determined to be unenforceable by the Regional Theater Litigation, and the 2011-DDA having been released by both the State Settlement Agreement and the Bankhead Theater Settlement Agreement, the Livermore Successor Agency, the City, and LVPAC now want to formally acknowledge the termination of the 2011-DDA so it can be removed from the Property’s title.” Proposed Use - Long Range Property Management Plan (December 14, 2015) “The Long Range Property Management goal for this site is for it to be developed into a mixed income, high density residential development project.” “Under the dissolution legislation, all properties purchased by the former-RDA for use in the development of affordable housing shall remain with the identified housing successor agency in order to be developed into affordable housing. Because this property was originally acquired using local housing trust funds provided by the City, this property is a Housing Asset and should be transferred to the City, as the Housing Successor Agency, for development of affordable housing as originally proposed at the time of acquisition. This site did not receive funding from the former-RDA housing set aside funds. Per the Long Range Property Management Plan goals and the goals established for the downtown under the Downtown Specific Plan and the RDA 5 Year Plan, the site will be transferred to the City where by it will be combined with the adjacent sites for use in the development of a high density mixed income residential project.”