SUBJECT: SALE OF THE HAYES MANSION DATE: June 10, 2016 REPLACEMENT

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1 COUNCIL/SJFA: 6/14/16 ITEM: 2 CITY OF JEr ^3 SAN JOSE CAPITAL OF SILICON VALLEY TO: HONORABLE MAYOR AND CITY COUNCIL AND CITY OF SAN JOSE FINANCING AUTHORITY BOARD Memorandum FROM: Kim Walesh Julia Cooper SUBJECT: SALE OF THE HAYES MANSION DATE: Approved Date COUNCIL DISTRICT: 2 REPLACEMENT REASON FOR REPLACEMENT The recommended actions to be taken by the City and the City of San Jose Financing Authority ("Authority") in connection with the sale of the Hayes Mansion property need to be revised to clarify that the Authority, and not the City, is the owner of the property. The Authority's ownership of the Hayes Mansion property occurred in connection with the Authority's issuance of its lease revenue bonds to fund improvements to the Hayes Mansion. Under the bond structure, the Authority obtained title to the property and then leases the Hayes Mansion property to the City in exchange for lease payments that are the source of the repayment of the Authority's Series 2008C and Series 2008D Bonds ("Series 2008C/2008D Bonds"). Per the bond documents for the Series 2008C/2008D Bonds, the City may prepay its lease payments to the Authority. The bond documents also specify that upon the City's prepayment of the lease payments, as well as any other payments owed by the City under the lease, title to the Hayes Mansion property will transfer from the Authority to the City and the Authority will execute the necessary documents to transfer title. As a result of this structure, in order to facilitate the proposed sale of the Hayes Mansion property, it is necessary for the City to declare the Hayes Mansion property as surplus to its needs in advance of the transfer of title of the property from the Authority to the City. The proceeds from the sale of the Hayes Mansion property will be the source of the City's prepayment of the lease payments to the Authority from which the Series 2008C/2008D Bonds will be retired. This replacement memorandum provides the revised recommendation.

2 Page 2 RECOMMENDATION Adopt a resolution of the City Council: a. Declaring the Hayes Mansion hotel and conference center property, consisting of 6.32 acres of land and 275,231 square feet of commercial building space, surplus to the needs of the City concurrent with the transfer of title from the City of San Jose Financing Authority; and b. Authorizing the City Manager or his designee to negotiate the sale of the hotel property, including furniture, fixtures, equipment, vehicles and art for $47,000,000 to Asha Companies based upon the terms and conditions outlined in this memorandum, and to execute a purchase and sale agreement, the deed and all other documents needed to complete the transaction, contingent upon the transfer of the property from the Authority to the City; and c. Authorizing the City Manager to Assign the Management Agreement between Dolce International Holdings, Inc. and the City to Asha Companies; d. Accepting the transfer of the Grant Deed for the Hayes Mansion property as of the closing date of the sale of the property to Asha Companies in exchange for funds sufficient (in combination with proceeds on hand in associated Debt Service Reserve Funds) to retire all bonds issued by the City of San Jose Financing Authority that are secured by the Hayes Mansion property; and e. Directing staff to apply the balance of the sale proceeds and other related proceeds and savings to the retirement of debt and payment of obligations as set forth in the June 3, 2016 memorandum on this subject. Adopt a resolution of the City of San Jose Financing Authority Board directing the Executive Director or the Treasurer of the Authority or their authorized designees to take the necessary actions to effectuate the transfer of the Hayes Mansion property to the City in conjunction with the sale of the property to Asha Companies and to apply the sale proceeds as directed by the City Council and subject to appropriation by City Council retire the outstanding Authority Series 2008C and Series 2008D Bonds and any other eligible bonds of the Authority as directed by City Council. OUTCOME Adoption of the resolutions by the City Council and Authority Board will allow for the sale of approximately 6.32 acres of land and 275,231 square feet of commercial building space, located at 200 Edenvale Avenue to Asha Companies for the amount of $47,000,000. The sale proceeds will be used to retire approximately $36,000,000 of long-term bond indebtedness related to the Hayes Mansion and pay contractually obligated close out expenses attributable to the Mansion. The balance of funds shall be used to reduce other City bonded indebtedness related to other assets. In order to complete the sale, appropriation actions will be brought forward for City Council approval at a later date.

3 Page 3 BACKGROUND Built in 1905, the Hayes Mansion was originally constructed as a 64 room, 41,000 square foot Mediterranean-style villa and used as the private residence of the prominent Hayes family. Brothers Jay Orley and Everis A. Hayes were early San Jose Mercury News publishers, prominent local politicians, and were actively involved in establishing the Santa Clara Valley fruit industry. In addition to the mansion, the Hayes estate once had its own power plant, post office, chapel, railroad station, carriage shop, and dormitory for ranch hands. The Hayes family sold the estate in the 1950s, and the property remained vacant and fell into disrepair over the years. In 1975, the property was registered as California Historic Landmark No. 888 and is on the National Registry of Historic Places. The City's Ownership and Renovation of the Property The City purchased the Hayes Mansion in 1984 from the former Redevelopment Agency and embarked on a major restoration and development of the property. The City issued an REP in 1986 for concept proposals for the renovation and reuse of the Hayes Mansion (such as an executive conference center) with housing proposals strictly prohibited from consideration and no viable responses were received. A brief history of ownership, operation and renovation, done primarily over three phases, is as follows: Phase I Renovation In 1991, the City initiated the Phase I renovation process that included (i) an REP for restoration, development and operation of the facility; and (ii) a completed consultant study of the potential market demand for a proposed conference center (18 meeting rooms, two dining rooms, lounge, but no lodging units) to be located at the Hayes Mansion. These actions resulted the selection of Barry Swenson Builder for restoration and development; and Renaissance Conference Company ("Renaissance") to operate the facility. In June 1994, the Hayes Mansion was open for business as a day corporate conference center, destination restaurant and weekend social event location. The City funded $11 million of the renovation work which was funded from a larger City bond issuance in Phase II Renovation In July 1994, the City initiated Phase II with a market feasibility study for lodging at the Hayes Mansion that would enable the conference center to better function as a destination conference facility instead of a day meeting conference center and event venue. Hayes Renaissance LP ("HRLP"), as successor entity to Renaissance, was selected for the construction of Phase II improvements. Those improvements expanded the facility from 41,000 square feet of building space to a total of 118,000 square feet and included 135 guest suites, two additional meeting rooms, a spa, pool and completion of the renovation of the third floor and basement of the Mansion plus funding for certain improvements to the adjacent City-owned Edenvale Garden Park (park improvements and parking lot).

4 Page 4 The Hayes Conference Center remained open throughout the construction phase though on a limited basis for a period of time, and the guestrooms were opened for occupancy in April The Authority issued $22.3 million in variable rate taxable and tax-exempt bonds to finance the Phase II project. In connection with the financing, the City transferred title to the Hayes Mansion property to the Authority. Phase III Renovation In 1997, HRLP initiated discussions with the City to conduct a market feasibility study for further expansion of the facility in an effort to increase the facility's penetration in the national conference resort marketplace. The completed study (1999), prepared by an economic research firm, concluded further that expansion of the facility with additional guest rooms and meeting space could be supported by the projected revenues generated by the project. Phase III was completed in Improvements included_the development of a new wing consisting of a banquet kitchen, 15,000 square feet of additional meeting space and a net addition of 79 new guest suites. The construction also included a public underground parking lot in the adjacent City-owned Edenvale Garden Park that increased parking from 160 to 356 spaces in order to comply with the planned development use permit. The Authority issued $53.3 million in variable rate bonds, of this amount, $19.8 million was used to refund the Phase II debt and $25.7 million was used to fund the Phase III construction (the balance of $7.8 million funded capitalized interest, a debt service reserve and costs of issuance). After experiencing a significant decline in revenue and inability for HRLP to perform under the terms of the agreement, the City terminated its lease with HRLP and selected Dolce Hotels and Resorts to be the operator. Dolce International/San Jose, Inc. has been operating the Hayes Mansion since Total funding for the three phases included approximately $59 million in bond debt. Bonds initially issued by the Authority for Phases I, II and III have since been refunded and are now represented by Series 2007A 1, Series 2008C and Series 2008D which are currently outstanding in the collective amount of $37 million (or $36.2 million after the August 15 principal payment on the 2007A Bonds). In 2003, City Council approved a management agreement with Dolce International/San Jose, Inc. ("Dolce") to operate the Hayes Mansion property. In 2015, Dolee's parent company was purchased by Wyndham, however, the Hayes Mansion continues to be operated by Dolce. Under the agreement, Dolce acts as the on-site manager of the Hayes Mansion in exchange for a 1 Phase I improvements were financed with proceeds from two series of the Authority's 1993 Bonds which also funded other capital assets and made other monies available to fund the Hayes Mansion improvements. Part of the proceeds of the 2007A Bonds refunded the 1993 Bonds. Debt service related to that transaction is budgeted in the Community Facilities Re venue Fund and a portion of the 2007A bonds will also be redeemed in connection with the sale.

5 Page 5 base management fee and incentive fee. Dolce also provides routine maintenance and security for the parking garage in the adjacent City-owned Edenvale Garden Park and routine maintenance for certain park improvements. The City is required to pay the operating expenses of the Hayes Mansion from the Hayes Mansion revenues or to the extent that those are not sufficient, from other City funds. The operating expenses include all of the costs associated with operating the Hayes Mansions, such as wages and salaries, utilities, insurance, routine maintenance, and food, beverage and merchandise sold at the Hayes Mansion. The City also reimburses Dolce for various identified expenses related to marketing the Hayes Mansion, travel directly related to the operation of the Mansion, and booking fees and commissions for reservations. The original ten-year agreement -expired June 30, 2014, at which point Dolce exercised the first of two five-year options. Upon the sale of the property, the management agreement with Dolce will be assigned to the buyer. Financial Difficulties of the City's Ownership Unfortunately, the Hayes Mansion has not generated sufficient revenue to fund both annual operating expenses and debt service. As a result, the City has subsidized the asset on an ongoing basis through the General Fund. Annual subsidies have ranged from approximately $2 million to $6 million per year since 2003 and have been used primarily for payment of debt service on the outstanding bonds. In addition, significantly lower revenues during the recent recession led to the deferral of some property maintenance, contributing to the potential for future financial liability to the City and the General Fund in order to maintain the marketability of the Mansion. In November 2008, with City revenues falling short of expenditures, the City Manager submitted a General Fund Structural Deficit Elimination Plan ("Plan") to address the City's worsening financial situation. At that point in time, certain cost-cutting measures had already been taken, yet the five-year forecast projected the structural budget deficit to reach $106.3 million by FY The Plan was developed by a stakeholder group comprised of City leaders, community leaders and staff, and it contained a comprehensive set of strategies aimed to reduce costs and generate revenue. One of the thirteen strategies was to "Formalize and Implement a Rigorous Asset Management Program," which included the sale of non-essential and underperforming City-owned properties. The Plan identified the Hayes Mansion as one of these underperforming properties and recommended the early repayment of the taxable variable-rate bonds in order to reposition the asset to be sold to a private entity. In 2013, the Authority issued bonds (Series 2013A) to refund prior bonds issued to construct the new City Hall. Approximately $7.7 million in savings generated from this bond sale was used to pay down a portion of the Series 2008D refunding bonds issued for Hayes Mansion improvement. The pay down of Series 2008D bonds produced a total savings over the remaining life of the Series 2008D bonds of approximately $4 million.

6 Page 6 ANALYSIS In prior years, City staff has engaged with potential buyers of the Hayes Mansion, but the real estate market had not supported a property valuation that would allow the City to retire the total outstanding debt. However, current economic conditions are such that the sale of the Hayes Mansion is now a financially viable prospect. The robust local and regional economies, along with a substantial increase in tourism, have led to rising values for hotel properties in this area. These conditions present an opportunity for the City to return the Hayes Mansion to private ownership, continuing the use of the property as a hotel/conference center and community asset, and retire all of the outstanding debt used to fund the restoration and expansion. In addition, the hotel use will continue to generate hotel taxes deposited into the General Fund, the Transient Occupancy Tax Fund, and the Convention Center Facilities District Revenue Fund. Offers from Prospective Buyers of the Hayes Mansion In early 2016, a prospective buyer of the Hayes Mansion contacted City staff and submitted an unsolicited Letter of Intent ("LOI") with an offer to purchase the property. Staff presented this LOI to City Council during Closed Session for discussion and guidance. The City Council directed staff to announce the City's intent to sell the Hayes Mansion and invite LOIs from other prospective buyers that would maintain the current use of the property, for a period of time. Staff sent an announcement and invitation for LOIs via to a list of approximately 400 brokers. The solicitation resulted in more than a dozen inquiries and several additional LOIs with offers to purchase the Hayes Mansion. Staff from the Office of Economic Development and the Finance Department conducted meetings with each of the prospective buyers to exchange information and determine whether the prospective buyers' intentions for the property were consistent with the City Council's direction, the General Plan, and the Hayes Mansion's designation as a historic landmark. In addition, prospective buyers performed due diligence and financial analysis to determine whether acquiring the property would be consistent with their own corporate objectives. After several weeks of engaging with prospective buyers, two entities submitted final offers to purchase the Hayes Mansion. The best and highest offer was received by AREI (Asha Real Estate Investments) Hospitality with the following business terms: 1. Purchase Price: $47,000, Deposit: $1,000, Financing: All cash 4. Due Diligence Period: 30 calendar days 5. Length of Escrow: 60 days, all-inclusive 6. WILL maintain current use as a hotel and conference center 7. DOES NOT intend to retain Dolce as management company beyond the short term a. WILL make best efforts to retain all existing employees b. WILL offer at or above industry-standard compensation packages

7 Page 7 8. WILL allow certain City/community use of conference facilities at mutually-agreed upon times at no cost (e.g. National Night Out event) 9. WILL agree in a separate agreement with the City to jointly maintain the public parking garage at Edenvale Garden Park, along with a portion of Edenvale Garden Park on the terms specified in the existing management agreement AREI Hospitality owns a portfolio of hotel properties throughout the United States. Founded by hospitality industry veterans, the company has a deep level of expertise operating and marketing destination resort properties. Staff met with AREI Hospitality executives, who have a profound appreciation for the historical nature of Hayes Mansion and plan to make capital investments in the property to ensure that it continues to be a beautiful and important community asset. Staffs Recommendation to Sell the Hayes Mansion Staffs recommendation to approve the sale of the Hayes Mansion to AREI Hospitality would allow the City to: Eliminate the $36 million of outstanding long-term bond debt against the Hayes Mansion Eliminate the ongoing General Fund annual subsidy for debt service which ranged from $2 million to $6 million per year since 2003 Use the balance of the sale proceeds to reduce other long-term bonded obligations for the repayment Retain the current TOT revenues (General Fund and Transient Occupancy Tax Fund) and funding of the Convention Center Facilities District, exceeding $1 million per year Provide for a reputable private owner to continue operations of the Hayes Mansion as a destination hotel/conference center and community asset Surplus Sale Policy Staff followed the procedure outlined in the Surplus Sale Policy and sent notices to preferred entities in May 2015 to satisfy the notice requirement. None of those preferred entities contacted staff with interest in acquiring the property. In addition, an affordable housing restriction will be recorded against the property at the time of transfer consistent with the Surplus Property Policy.

8 Page 8 Application of Sale Proceeds and Released Funds The Authority (alternatively, "CSJFA") has two series of bonds outstanding, the Series 2008C Bonds and the Series 2008D Bonds, which were used to refund bonds that had been used to fund capital improvements for the Hayes Mansion and that are secured by the Hayes Mansion. Redemption of these bonds is required in order to sell the Hayes Mansion. The table below summarizes the outstanding bonds attributable to the Mansion. Interest Bond Series Rate Mode Final Maturity Call Date Leased Asset 2008C 2008D Variable 6/1/2027 Anytime, on 30 Hayes Mansion days' notice Variable 6/1/2023 Anytime, on 30 Hayes Mansion days' notice Source and Use of Funds Estimate (Preliminary, subject to change) Source of Funds Sale of Hayes Mansion Proceeds Debt Service Reserve Release - CSJFA 2008C Debt Service Reserve Release - CSJFA 2008D Cash Released from Hayes Operations 2 $47,000,000 1,091,500 4,739, Total Sources $55,374,492 Use of Funds CSJFA 2008C Bonds Retirement CSJFA 2008D Bonds Retirement CSJFA 2007A Bonds Retirement (Hayes Portion) 3 Permanently-Affixed Public Art 4 Other CSJFA Bond Redemption, Sales Tax, and Other Hayes Related Obligations $10,915,000 23,540,000 1,857, , Total Uses $55,374,492 The City expects ongoing General Fund savings through the elimination of transfers to the Community Facilities Revenue Fund for debt service and other financial obligations directly related to the Hayes Mansion. 2 Estimate - Final amount to be determined at the closing of the sale 3 The 1993 Bonds funded other capital assets and made other monies available to fund the Hayes Mansion improvements. Part of the proceeds of the 2007A Bonds refunded the 1993 Bonds. Debt service related to that transaction is budgeted in the Community Facilities Revenue Fund. 4 Estimate - Final amount to be determined by the Office of Cultural Affairs and will be subject to a future appropriation action of Council to transfer to a CIP Public Arts Fund.

9 June 10,2016 Page 9 In keeping with the City's past practice to use one-time proceeds to yield ongoing savings, staff preliminarily recommends that the bulk of the remaining funds of approximately $18.9 million be used to retire a significant portion of the outstanding debt related to the Los Lagos and Rancho Del Pueblo golf courses and pay sales tax related to the purchase by Asha of the personal property associated with the Hayes Mansion operations. The targeted reduction in outstanding debt of the golf courses could reduce the annual subsidy provided by the General Fund of approximately $2 million. POLICY ALTERNATIVES Alternative #1: Continue the City's ownership of the Hayes Mansion Pros: The value of the property may increase over time. Once the debt payments are complete, the City would own an income-producing asset. Cons: The Hayes Mansion historically has been a financial burden on the City's General Fund, requiring a significant annual subsidy. Reason for not recommending: The City will continue to benefit from TOT revenue and the property's participation in the Convention Center Facilities District, will see the addition of the Hayes Mansion to the property tax roll, will be able to retire all of the long-term bonded debt associated with the Hayes Mansion, and will be able to retire a significant amount of long-term debt paid through the General Fund for two golf courses. PUBLIC OUTREACH Extensive public outreach was performed to develop the City Manager's 2008 General Fund Structural Deficit Elimination Plan. This Plan identified the Hayes Mansion as an underperforming City-owned asset that should be repositioned and returned to private ownership. Approximately 400 real estate brokers were contacted to notify the real estate community of the City's intent to sell the Hayes Mansion and invite all offers to purchase the property. COST SUMMARY/IMPLICATIONS As described above, proceeds from the sale of the Hayes Mansion will allow the City to retire all outstanding debt related to the Hayes Mansion and yield ongoing savings to the General Fund by eliminating the transfer to the Community Facilities Revenue Fund (currently estimated at $3.4 million in ). Further, applying the remaining proceeds of the sale to retire/pay down the outstanding debt related to the City-owned Los Lagos and Rancho Del Pueblo golf courses will result in additional savings to the General Fund, which also provides annual support to the

10 Page 10 Municipal Golf Course Fund (currently estimated at $2.2 million in ). A more detailed accounting of the transaction and its impact on the City's budget will be available once the purchase and sale agreement has been executed, at which point staff will return to the City Council with the related recommended appropriation actions. EVALUATION AND FOLLOW-UP After execution of the purchase and sale agreement, staff will return to the City Council with appropriation actions necessary to facilitate the above recommended transactions, and a final accounting of the various sale proceeds, General Fund savings sources, and recommended uses to retire other debt. Staff will also return to the City Council to obtain authorization for the City Manager to execute a maintenance agreement between the buyer of the Hayes Mansion and the City to maintain the public parking garage at Edenvale Garden Park and a portion of Edenvale Garden Park as is currently provided for in the existing management agreement with Dolce. Below is a summary of key milestones and estimated completion time: Execute the purchase and sale agreement Summer 2016 Council approval of budget and appropriation actions Late Summer/Early Fall 2016 Council approval of Garage & Park Maintenance Agreement Late Summer/Early Fall 2016 Close Escrow and Transfer of Ownership Mid/Late Fall 2016 Redemption of Authority's 2008C and 2008D Bonds Mid/Late Fall 2016 The City Council's adoption of this resolution will authorize the City Manager or his designee to execute the purchase and sale agreement, the deed, and all other documents necessary to complete the transaction, as well as all documents necessary to assign the Management Agreement between Dolce International/San Jose, Inc. and the City to Asha Companies. COORDINATION This memorandum was developed in coordination with the City Manager's Budget Office and the City Attorney's Office. FISCAL/POLICY ALIGNMENT The sale of the Hayes Mansion aligns with previous City Council direction to dispose of underperforming City-owned assets. In addition, the retained use of the property as a hotel allows the City to continue to receive TOT revenue, provides for continued Hayes Mansion participation in the Convention Center Facilities District and adds the Hayes Mansion to the property tax roll.

11 Page 11 CEOA Exempt, Section Existing Facilities, File No. PP /s/ KIM WALESH Deputy City Manager Director of Economic Development /s/ JULIA H. COOPER Director of Finance For questions related to the sale of the property, Economic Development, at (408) ; for please contact Derek Hansel, Assistant Director please contact Nanci Klein, Assistant Director of questions related to the outstanding bonds, of Finance at (408)