A Project Pascalis Update: August 28 to October 15, 2022
The $100 million plus downtown Aiken demolition and redevelopment endeavor known as Project Pascalis is currently in a state of confusion—-not moving forward, but not cancelled. A recent legal affadavit filed by Aiken City Manager Stuart Bedenbaugh stating the effort “is currently on hold and is not moving forward at this time,” and that only “key portions of Project Pascalis were rescinded” by the Aiken Municipal Development Commission (AMDC), has added to the confusion perpetuated by the AMDC since the withdrawal of a demolition application on June 29, 2022. One consistent feature of the city’s downtown redevelopment efforts remains a propensity for secrecy and nondisclosure.
As reported in A Project Pascalis Update, the following, in part, described the status of the project as of August 28, 2022:
- The Master Development Agreement (MDA) necessary for any future work appears to be still in negotiation, and time is running short. On December 3, 2021, the Aiken Municipal Development Commission (AMDC) wrote: “ The initial Purchase and Sale Agreement (PSA) announced today gives the AMDC and RPM until no later than Summer 2022 to come to terms on a mutually beneficial Master Development Agreement.”
- No such agreement has been announced, and the AMDC has not replied to a letter asking for the exact deadline date on the PSA, even though this date is not pertinent to the (Blake et al vs City of Aiken et al) lawsuit.
Post-August 28th Project Pascalis Update
August 29, 2022
Contract attorney Gary Pope, Jr billed the AMDC two hours for “call with James Wilson (counsel for RPM Development Partners, LLC) to discuss means to voluntarily conclude the contract.”
September 9, 2022
The Aiken Municipal Development Association (AMDC) met in closed-door executive session for three hours to accept legal advice pertaining to Project Pascalis litigation. At the end of the session, the following motion was made by AMDC Vice-Chair Chris Verenes:
“Mr Chairman, I make a motion that we stop Project Pascalis, that we declare the purported existing contract null and void, and thirdly we propose to either amend or cancel the redevelopment plan so we can follow South Carolina Community Development Law.”
During discussion, AMDC Treasurer David Jameson stated support for “additional due diligence,” and offered an amendment to “to continue this to the week of September 26th.” The amended motion was unanimously approved and the discussion was delayed until the week of September 26th. \
September 13, 2022
The Aiken Chronicles published What is the Status of the Pascalis Developers, featuring an unanswered September 9th letter from Donald Moniak to Raines Company President Grey Raines, asking:
- “Has your firm withdrawn from Project Pascalis?
- Is the purchase and sale agreement (PSA) with the Aiken Municipal Development Commission (AMDC) null and void as a result of RPM Development Partners, LLC not reaching a final Master Development Agreement with the AMDC by the deadline specified in the PSA?
- If so, does this account for the absence of Raines and RPM from filings (other than a notice of acceptance from yourself) in the July 5, 2022 Blake et al vs City of Aiken et al lawsuit?”
September 14, 2022
In a letter sent by Federal Express, UPS, and email, Attorney James Myrick, representing RPM Development Partners, LLC, wrote to AMDC Executive Director Tim O’Briant that his client was terminating its Purchase and Sale Agreement (PSA) with the AMDC. The agreement was first signed on December 6, 2021 and amended most recently on June 20, 2022. Myrick wrote:
“As you know, the Due Diligence Period for my client the Developer expires on September 15, 2022 pursuant to the Second Amendment to Purchase and Sale Agreement dated June 20, 2022. To date, the Commission has been unable to make the necessary progress on its performance under the Agreement, and we understand that the Commission is not able to proceed, for reasons other than any failure by Developer, including that the Commission intends to materially change the substantive components of the proposed Redevelopment Project as originally contemplated in the Agreement. As a result, most of the various Development Agreements contemplated under the Agreement have not been finalized or obtained. At this point it would not be possible for the Commission to complete the Closing as contemplated under the agreement and within the required time under the Agreement. For these reasons, Developer is forced to hereby exercise its rights to terminate the Agreement and to require reimbursement of Developer’s costs and expenses by the Commission.”
On the same day, in an interview with WJBF’s Shawn Cabbagestalk, AMDC Chairman Keith Wood chose not to reveal the fact that September 15th was the deadline date to finalize all agreements with RPM; and created the illusion that the decision would be made the week of September 26th.
- “The whole process is to ensure we’re following the South Carolina redevelopment law. that’s the basis for the lawsuit that was filed on the fifth. So we’re trying to ensure that that process was followed, to the law. it is our intent.”
- If the project was cancelled, “We’ll start the process over again. Which means that we’ll look at what’s going to be the scope of the new potential discussions we’re gonna have with developers and the process moving forward.”
September 16, 2022
The AMDC announced a meeting for September 29th with an agenda consisting of approving past meeting minutes and:
- Executive Session—Meet with Attorney on Legal Matters Regarding Project Pascalis;
- Possible Action from Executive Session Item or Items.
September 22, 2022
On behalf of the AMDC, contract attorney Gary Pope, Jr wrote to attorneys representing RPM and Raines Company
“We acknowledge and recognize Purchaser’s right to terminate the contract and obtain the return of the Earnest Money under § 4(a) of the Purchase and Sale Agreement.”
September 26, 2022
Aiken City Council reappointed Douglas Slaughter and Philip Merry to the Aiken Municipal Development Commission for an additional term of office. Both Slaughter and Merry were appointed in September 2020 and voted to approve all motions advancing Project Pascalis. The written record indicates that neither commissioner has objected to any aspect of the project.
September 28, 2022:
The former State Farm building at 121 Newberry St, SW, the only property in the Project Pascalis demolition zone not owned by the AMDC, was put up lease.
September 29, 2022
Following a more than two hour closed door executive session, the six voting members of the AMDC unanimously approved a motion to:
“Declare the existing contract with the developer null and void, and cancel the Redevelopment Plan.”
Unlike the proposed motion on September 9, 2022, the final motion did not include “Stop Project Pascalis.”
After the meeting was adjourned, AMDC Chair Keith Wood and Vice Chair Chris Verenes issued individual statements (1) blaming city “staff” for misleading the commission during the process; particularly in regards to the signing of the PSA on December 6, 2021. In his statement, Wood claimed:
- “The AMDC was first notified of the detailed requirements of the Community Development Act by the staff and AMDC attorney in a meeting on June 23, 2022;”
- Staff delayed publication of a Request for Proposals (RFP) until after a contract was signed with the developer;
- “This included problems with the lack of transparency from the staff to the AMDC about events…from November 20, 2021, up to the meeting of June 23, 2022.”
Taking a more strident approach, Mr. Verenes alleged:
“A deliberate decision was made—-WITHOUT OUR KNOWLEDGE OR APPROVAL…to delay running an ad for proposals until after we signed an agreement with a developer;”
At no time during the meeting did Commissioners divulge the contents of the September 14th and 22nd letters that terminated RPM’s role in the project, nor acknowledge the September 15, 2022 due diligence deadline in the PSA.
September 30, 2022
Attorneys for RPM Development Partners, LLC and Raines Company submitted a Motion to Dismiss their clients from the Blake et al vs City of Aiken et al lawsuit on the basis that the complaint was now moot, arguing:
- “Defendant RPM Development Partners, LLC terminated its contract (on September 14, 2022) with the City of Aiken relating to Project Pascalis. See Affidavit of David Tart, attached hereto as Exhibit A. Accordingly, this issue is moot, and any judgment rendered by this Court will have no practical legal effect,” and
- “None of the causes of action alleged in Plaintiffs’ Complaint are directed against either RPM Development Partners, LLC or Raines Company, but instead pertain to the actions and decisions of other defendants named in this lawsuit.”
Also included in the filing was the referenced affadavit by Raines Company Managing Partner David Tart and two exhibits; the September 14th letter of termination and the September 22nd email from Gary Pope, Jr. acknowledging receipt of the termination letter and reimbursement of earnest money.
October 3, 2022]
The Aiken Standard first reported on the September 14, 2022 letter of termination. According to reporter Matt Christian, Keith Wood claimed:
“The commission had known since it met in early September that the agreement with RPM was null and void due to improprieties in the process of selecting a potential developer for the project.”
The Aiken Standard has not asked why this information was never publicly disclosed by city officials.
October 5-6, 2022
Despite the contract with RPM being cancelled, the AMDC and City of Aiken refused to release any additional records pertaining to Project Pascalis, stating it would “take a Judge’s order.” On October 6, 2022, Tim O’Briant confirmed the following conversation:
“The AMDC will not release any information pertaining to any agreements between the AMDC and RPM Development Partners until a deed is executed–even though there is no existing contracts and no proposed sale.” (2)
October 9, 2022
In a report by Matt Christian of the Aiken Standard, City Councilman Ed Girardeau reportedly offered the only dissenting view to the overall Council consensus that AMDC staff had misled the commission and that Mr. Wood and Mr. Verenes have provided open and honest accounts of the project failure:
“Aiken City Councilman Ed Girardeau said he didn’t disagree with the commission’s decision. He added the commission did not meet with the council before taking the vote to start over. He also said that he didn’t agree with Wood and Verenes that they had been mislead.”
October 13, 2022
In an affadavit filed in the cases of Johnson vs Gary Smith et al (3) and Cornelius vs Aiken City Council, Aiken City Manager Stuart Bedenbaugh stated:
- “this redevelopment plan is currently on hold and is not moving forward at this time;”
- only “key portions of Project Pascalis were rescinded” by the AMDC;
- Aiken City Council is “likely to rescind” the Newberry Street privatization ordinance approved by a 6-1 vote on May 9, 2022; and
- he is “willing to answer questions from the court.”
October 15, 2022
Since September 29th, the AMDC has refused to answer questions (4) regarding the public communications lapse, such as:
- Why was this information (about the terminated agreement) withheld from citizens by the AMDC and Mr. O’Briant’s office?
- Why do citizens and local media have to monitor sccourts.org to learn about the operations of their local government as it pertains to downtown development and Project Pascalis?
FOOTNOTES AND REFERENCES
Feature Photo: Former State Farm Office at 121 Newberry St, SW. An essential cornerstone property for the Pascalis project, it was proposed for demolition on June 24, 2022. The Demolition Application was withdrawn on June 29 for unexplained reasons. The building was purchased in March, 2021 by Aiken Alley Holdings, LLC (Agent and lead investory, Attorney Ray Massey) for $675,000. It is presently for lease for $1800/month.
- The statements of Commissioners Wood and Verenes can be viewed at:
https://aikenchronicles.com/2022/10/12/the-project-pascalis-rfp/ - Seen here is the email confirming the refusal of the AMDC to release public records pertaining to Project Pascalis.
3. For information pertaining to Project Pascalis lawsuits, see Footnote section of The Pascalis Attorneys at https://aikenchronicles.com/2022/08/13/the-pascalis-attorneys/
4. Seen here are questions posed to the AMDC on October 4, 2022:
