Regarding WTC Investments, Newberry Street, and the Aiken Chamber of Commerce
The denial of AMDC involvement with “WTC, LLC” by Tim O’Briant is an interesting twist on property acquisition saga in the Pascalis demolition zone, as WTC Investments, LLC was clearly the property acquisition arm of GAC, LLC.
On July 29, 2022, I emailed AMDC Chairman Keith Wood and AMDC Executive Director Tim O’Briant, (cc’ed to Aiken Mayor Rick Osbon and City Manager Stuart Bedenbaugh), a letter with the subject: “WTC Investments, LLC issues and questions.” Since the letter was longer than originally intended, I will lead here with the answers, which are illustrative of the extent of the City of Aiken’s responses to questions since the July 5th lawsuit Blake et al vs. City of Aiken et al was filed.
On August 1, 2022 AMDC Executive Director Tim O’Briant responded to the letter, and also cc’ed City Manager Stuart Bedenbaugh, by writing:
“I can confirm the AMDC executed a cost-sharing agreement with GAC Management LLC, a SC business entity in good standing since 2006. The AMDC has had no business with WTC LLC.”
On August 3, AMDC Chairman Keith Wood responded to the letter, cc’ed to Tim O’Briant, Stuart Bedenbaugh, and Mayor Rick Osbon, by writing:
Mr. Moniak,
The questions you ask pertain to matters connected to current litigation, therefore I have no comment.
Keith Wood
Following is the July 29th email:
Mr Wood and Mr. O’Briant:
I have a serious question regarding some dates in the Pascalis Timeline;
Timeline:
January 4, 2021: WTC Investments, LLC (Agent Ray Massey) dissolved. (see attached photo)
[Letter continues below]
[Letter continues]
March 2, 2021: WTC Investments, LLC signs purchase and sale agreement with Shah family LLC’s for six properties, including Hotel Aiken, Warneke Cleaners, and former Johnson Drug Store/McGhee Building
March 15, 2021: Aiken Alley Holdings, LLC (Agent Ray Massey) acquires 200 and 210 The Alley for $2 million.
March 23, 2021: AMDC and GAC, LLC sign Cost Share Agreement that:
a. requires GAC, LLC to acquire property necessary for the project
b. has an option deadline date of May 17, 2021. If GAC, LLC pulls out before that date, the AMDC retains an option to buy property acquired by, or under contract or option by GAC, LLC.
WTC Investments, LLC is GAC, LLC’s property acquisition arm and already had purchase and sale agreement with Shah family LLCs to purchase six of their properties (signed March 2, 2021)
April 15, 2021: WTC Investments, LLC signs Purchase and Sale Agreement with Myrtle Anderson for “Anderson Property” (Newberry Hall) and lease agreement with Patrick and Natalie Carlisle of Newberry Hall.
May 4, 2021: An email with subject: “recent deal flow notes” details how the developer, referred to as “Weldon” and “D” (for developer) in the narrative, is threatening to back out of the project.
May 11, 2021: WTC Investments, LLC (Agent: Ray Massey) reregisters with SC Secretary of State (see attached photo).
[Letter continues below]
[Letter continues]
May 14: 2021; WTC Investments, LLC signs PSA Assignment for “Shah Property” with Aiken Chamber of Commerce.
[Letter continues below]
[Letter continues]
May 17, 2021: AMDC begins an RFP process for a new developer without issuing a legal advertisement for bids.
June 3, 2021: WTC Investments, LLC signs PSA Assignment for “Shah Property” with Aiken Chamber of Commerce for “Anderson Property.”
Questions:
1. Was the assignment scheduled for May 8, 2021, but deferred to May 13, 2021 because WTC Investments, LLC was found to not be registered as a business in South Carolina?
2. If not, when did the AMDC learn that WTC Investments, LLC was not registered as a business in South Carolina?
3. Is this the reason there is a gap in documentation from Mr. Jameson between May 5th and May 17th when the Jameson emails obtained via a FOIA request suddenly transition to the unlawful Request for Proposals to find a new developer? Was this information pertaining to the Assignments of properties deliberately withheld in violation of FOIA or was Mr. Jameson not using email during this critical point in time?
3a. In regard to the latter RFP issue, the AMDC offered 0.5 acres of Newberry Street, but did not specify the reason. Yet in March 2022 the reason given to justify the ordinance authorizing this privatization of public property was to meet the “height requirement” in the city.
4. Does the fact that WTC Investments, LLC was not registered at the time of the Shah or Anderson properties PSA render them (the PSAs) void? Or is it legally permissible for an entity obligated under a cost sharing agreement with a city commission to sign a legal PSA without being registered in the state of the business transaction?
How could the AMDC know that additional acreage was needed to meet a height requirement when there were no existing architectural renderings and the RFP process had just begun?
I expect you will have to consult with a City Attorney or contract Attorney, but given that Mr. Smith has recused himself and Mr. Pope wrote the Cost Sharing Agreement, will the AMDC have to consult with another legal authority?
Thank You,
Don Moniak
Researcher/Writer
Eureka Fire Protection District
Aiken County, SC
Postscript. August 27, 2022.
The answer to question number four is no. The fact that WTC Investments, LLC was not registered as a South Carolina Company at the time that GAC, LLC signed an agreement with the AMDC to jointly pursue the Pascalis project does not render void the contracts signed by GAC’s purchasing arm, WTC Investments.
What this episode illustrates are two trends that characterize Project Pascalis:
1. The grandiose assurances promulgated by the AMDC have little basis. Forty five days after the first announcement that a “seasoned, experienced developer” was in town to work with the fledgling AMDC, the project fell apart. Nobody was told the seasoned developer had exited, or that the Chamber of Commerce had stepped in to salvage the nearly ten million dollar property deal.
2. Secrecy is a hallmark of the project. Even though the AMDC had promised “transparency” when it announced the existence of Project Pascalis, it withheld all information about the first project implosion, and instead embarked on another six months of secret negotiations and deal making.