Category Archives: Project Pascalis 2024

November 2024, Project Pascalis 2024

Which Project Pascalis Records Remain Hidden from Public View?

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An Update to: City of Aiken Ordered to Produce Project Pascalis Records and Former AMDC Commissioners Seek Full Disclosure of Project Pascalis Records.

by Don Moniak
November 26, 2024

This past week, the Aiken Standard published an article titled “Aiken’s Got Nothing to Hide About Project Pascalis, City Council Members Say.”

The story centered on comments made by Aiken resident Luis Rinaldini at Aiken City Council’s November 12, 2024, public meeting. Rinaldini, who is also one of plaintiffs in the Blake et al vs City of Aiken et al lawsuit, aka as the Pascalis lawsuit, referenced a closed-door Executive Session scheduled for later that evening to discuss the Pascalis lawsuit while urging Council (Figure 1) to agree to a complete release of records.

Figure 1: Email from Aiken resident Luis Rinaldini to Aiken City Council that was also submitted
to Council during its regular November 12, 2024 public meeting. A more accurate figure for the
litigation costs is ~$100,000 as of August 2023, and probably no more than $200,000 as of today.


Rinaldini’s comments were followed by objections to his premises by two council members.

First, Councilwoman Andrea Gregory stated, in part, that:

“I don’t want to leave here tonight after this public comment with the perception that there’s things not being disclosed….we will be asking all the pertinent questions (tonight). But again, as far as things not being disclosed, I don’t know what you’re talking about. I don’t know what’s not being disclosed and this keeps coming back and it keeps hounding us; so if somebody knows what’s not being disclosed please put it on the table.”

Councilman Ed Girardeau then stated, in part, that:

I’ll second what Andrea is saying. I don’t know of any indiscretions, anything at all that we’re trying to hide. There’s nothing being hidden. In fact, I will ask tonight to disclose every single thing.”

City Manager Stuart Bedenbaugh, who also serves as the City’s Custodian of Records, was notably silent on the issue.

Figure 2: Feature photo. Invoice submitted by Smith Massey Brodie Guynn and Mayes on June 30, 2024.
The caption in red represents an estimate of what is written in the redacted portion. (click to enlarge)


Putting what has not been disclosed “On the Table.”

What records has the City not publicly disclosed that would help shine a spotlight on the 2021-2022 Project Pascalis proceedings? Beginning with events in May of 2021, the following are five concrete examples of undisclosed records that collectively amount to at least hundreds of pages, if not thousands.

1. The notes for the May 6, 2021 meeting on the future of the Pascalis project and properties.

During the first week of May 2021, the first Project Pascalis effort collapsed. That effort was a public-private partnership between the Aiken Municipal Development Commission (AMDC) and GAC LLC (Agent: Weldon Wyatt). At the time, GAC’s property investment arm WTC Investments LLC (Agent: Ray Massey) had eight properties under contracts that involved three property owners (1).

A meeting to discuss the options for the properties under contract to WTC was held (2) on May 6, 2021. This was likely the setting where the decision was made to pursue a strategy for property acquisition, in which a nongovernmental body, the Aiken Chamber of Commerce, took assignment of the $9.5 million of WTC purchase and sales contracts (PSA) as a surrogate for the City of Aiken and the AMDC. In doing so, the Chamber assumed the $135,000 in contract earnest money previously deposited by WTC Investments—who in turn had their earnest funds returned.

Within a few weeks of the meeting, the AMDC was informing prospective developers that it held contracts on 1.6 acres in downtown Aiken—which would be the seven Pascalis properties.

If four Council members and/or five AMDC Commissioners attended this session, the meeting was arguably illegal under SC FOIA laws because any gathering of a quorum of members must be held in public view.

If a decision was made that bound the city to any future reimbursement if the Chamber of Commerce somehow lost its $135,000 in earnest money, that would at best be what city officials have termed as a “misstep.” At worst, such an agreement would arguably violate city code governing City Council’s powers to approve expenditures—because such spending must be approved during a public meeting.

2. The Smith Massey Brodie Guynn and Mayes (SMBGM) invoices.

As reported in The City of Aiken’s Law Firm, a redacted June 30, 2021, SMBGM invoice (Figure 2, above) from City Attorney Gary Smith to the City of Aiken shows work involving the Pascalis properties during the week the WTC contracts with the Shah family were assigned to the Chamber of Commerce.

Removing the redactions from this particular invoice, as well as other SMBGM invoices to the City for that time period could answer the question of who wrote the contract assignment agreements that resulted in the release of $135,000 of earnest money to WTC Investments and GAC. The importance here is that Massey—who had also been described as WTC’s Attorney just fifteen months prior by former Aiken County Attorney Jim Holley—represented GAC and WTC in the contract negotiations and preparations.

Whether SMBGM attorneys within the City Attorney’s office worked to recover earnest money for a firm represented by a member of that same SMBGM team could be answered by providing uncensored invoices.

3. AMDC and Aiken City Council Executive Sessions Minutes

As reported in Project Pascalis Transparency Index, the AMDC spent more than half of its time during public meetings in closed-door Executive Sessions. In addition, Aiken City Council held joint closed-door Executive Sessions with the AMDC on three occasions in 2022: March 22nd, June 13th, and June 27th.

While closed meetings may have been justified at the time under South Carolina Freedom of Information Act (SC FOIA) exemptions, there is no requirement under SC FOIA for closing the doors of such meetings.

Likewise, there is no prohibition on disclosing the meeting minutes and/or notes from those Executive Sessions. Under SC FOIA, the City of Aiken may release the minutes, or it can choose to keep them a secret.

4. Emails between Ray Massey and Tim O’Briant.

Ray Massey was the lead organizer of the Project Pascalis investment and development group known as RPM Development Partners. As Executive Director of the AMDC, Tim O’Briant coordinated the public side of the public-private partnership with RPM. As illustrated in A Hotel in the Alley, the two regularly communicated by email.

In fact, in October 2022, the Aiken Standard submitted its own FOIA request for a number of Pascalis records, including correspondence between O’Briant and Ray Massey.

In its response, the City admitted there were such records, but chose to deny disclosure by citing FOIA exemptions (Figure 4).

Figure 4: City of Aiken response to a portion of the Aiken Standard FOIA request from October 2020. (click to enlarge)

In the past six months, the City has released, via FOIA, correspondence from Mr. Massey to both O’Briant and City Manager Stuart Bedenbaugh for the period May 1, 2021 to September 1, 2021. There is no rationale remaining to not disclose every email to and from Massey between October 1, 2021 and September 29, 2022; the day after the Pascalis project was cancelled by the AMDC.

5. The “Privilege Log”

As described in Former AMDC Commissioners Seek Full Disclosure of Pascalis Records, a court filing by former AMDC Chairman Keith Wood and Vice-Chairman Chris Verenes seeks the release of a sixteen-page “privilege log” of ~120 written records that mostly involved, in some manner, AMDC Attorney Gary Pope.

The court filing also reported that Mr. Wood and Mr. Verenes released 1,318 pages of non-privileged email correspondence to the Plaintiffs—about 1,318 more pages of emails than the City itself has provided to the Plaintiffs.

Commentary

Aiken City Council has several choices. Council can support the City’s dogged positions regarding Project Pascalis records that have been in effect since the spring of 2022–which included exorbitant FOIA fee determinations that deterred public inquiry.

Or, Council could direct its attorneys to fully comply with the recent Court Order to release records to the Pascalis lawsuit Plaintiffs.

Or best, Council could direct City Manager Stuart Bedenbaugh to publicly disclose, in a readily accessible format, “every single thing” related to the Pascalis project. If this approach were to be adopted, the City could then restore the AMDC’s website, which was removed from view several months ago, and post all Pascalis project records there.

On September 29, 2022, the day Project Pascalis was officially cancelled, AMDC Vice Chair Chris Verenes issued a public statement that included the sentence “The public deserves no less than the truth.” Full release of the Pascalis project files is the surest pathway to the whole truth about the project.

Figure 4. Aiken County Council discussing the issue of Project Pascalis public records.
Ed Girardeau (far left) committed to requesting that “every single thing” be released.
(see the 59:00 minute mark of the You tube meeting video for the full discussion).

Footnotes

(1) The properties were:

“The Shah Property:” Beckman Building at 106 Laurens St SW, Hotel Aiken, Holley House motel, Taj Aiken restaurant, McGhee Building at the corner of Richland and Newberry, and Warneke Cleaners. The “Shah Property” was purchased by the AMDC for $7.5 million.

Anderson family holdings: Newberry Hall, which the AMDC paid $2.0 million.

The former Joe Harrison State Farm property on Newberry Street was the eighth parcel under contract to WTC, but one that was not transferred to AMDC control. It was eventually purchased by Aiken Alley Holdings for $675,000, and later became an integral part of the second Pascalis project design.

(2) There are two reference points for the May 6, 2021 meeting.

First, a May 4, 2021, memo (Figure 5) from Tim O’Briant to AMDC officials stated that “…(Councilwoman) Lessie (Price) is setting up the Thursday meeting to get everyone in one room…”  Second, Attorney Gary Pope, Jr. billed 7.2 hours to attend a meeting on May 6, 2021.

Figure 5: Portion of May 4, 2024 email memorandum from Tim O’Briant to AMDC Commissioners Keith Wood, Chris Verenes, and David Jameson. The memo was obtained in July 2022, via a FOIA request for Jameson’s emails. The City of Aiken failed to provide fifteen days of emails, from May 5 to May 19, 2021, that led up to Jameson signing the contract assignment for the Shah properties. (click to enlarge)



(3) On October 17, 2022, the Aiken Standard submitted a FOIA request to the City of Aiken for information pertaining to the Pascalis project. It was the paper’s only known FOIA request from 2022 and 2023 pertaining directly to Project Pascalis—unless one counts a request for pre-2022 information regarding only the Hotel Aiken.

Request item #9 was for “The conditional purchase and sale agreement between the Aiken Municipal Development Commission and RPM Development Partners.”

In its response, the City also denied that request, citing the SC FOIA exemption for “Documents of and documents incidental to proposed contractual arrangements and documents of and documents incidental to proposed sales or purchases of property.”

However, on November 10, 2022, the Aiken Chronicles published Downtown Aiken Half Price Sale, which contained a link to the $5 million Purchase and Sale Agreement (PSA) between the AMDC and RPM; the same PSA that had been requested by the Standard.

The PSA was obtained after it was inadvertently placed in the city’s document repository on October 21, 2022, about the same time as the Standard’s FOIA request. It was removed on November 11th, the day after the Aiken Chronicles story.

Even though it was a well-read article, the Aiken Standard never reported on the very document that it had requested via FOIA, even after it became publicly available by other means—and remains available.

The Aiken Standard has chosen since that time to omit from its reporting the very information it had sought via a FOIA request.

The availability of the PSA was a point of consternation for the AMDC and the City. On November 10, 2022, in regard to the inadvertent release of the PSA, then-Economic Development Director Tim O’Briant wrote to AMDC Chairman Keith Wood that:

“It took some investigating but I’ve now uncovered that Sara posted the PSA to the online city records system despite the fact that we’ve steadfastly refused to release the document as allowed by FOIA. I’ve alerted Stuart, and he intends to remove the file despite Mr. Moniak now possessing and publishing it. The exemption would still apply to the June amendment now demanded.”

(The Aiken Standard and its parent company the, Charleston Post and Courier, declined to comment on the paper’s reticence in reporting on the $5 million PSA)

Other related stories:

Executive Session Backgrounder describes Open Meetings law and examines two Aiken City Council closed-door Executive Sessions.

A Project Pascalis Timeline provides an outline of events from late 2019 to the cancellation of the project in September 2022.

Moot or Not Moot describes the status of the Pascalis lawsuit as of September 2023.

The City of Aiken’s Information Games, Part 1, details the way in which three separate FOIA requestors across a two month period were all met with the exact same exorbitant fee determination of $5213 involving 336 hours. The story epitomizes the efforts city officials made to deter public inquiry into the Pascalis project.

City Government, In the Courts, November 2024, Project Pascalis 2024

City of Aiken Ordered to Produce Project Pascalis Records.

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A Circuit Court Judge has ordered the City of Aiken to comply with the rules of discovery and produce all documents related to Project Pascalis. (see previous, related story Former AMDC Commissioners Seek Full Disclosure of Pascalis Documents.)

by Don Moniak
November 8, 2024
Updated November 14, 2024
Updated March 4, 2024

In early May of this year, Plaintiffs in the Blake et al vs City of Aiken et al lawsuit, aka as the “Pascalis lawsuit,” filed a Motion to Compel all records pertaining to Project Pascalis. The Motion was submitted less than four months after Interrogatories and a Request to Produce Documents were sent to Defendant City of Aiken.

In a subsequent July 5th Memorandum of Law in Support of the Motion to Compel, Plaintiffs argued that the City “has not even tried” to respond to discovery requests—a statement supported by the fact that a mere nine records had been produced by the City—six of which were already public and one of which had been privately published in late 2022 after it had been made public.

The City’s stiff resistance to the discovery process included a few nebulous tactics; such as frequent non-specific referrals to the its document repository—essentially telling Plaintiffs to find relevant records within an expansive public domain; all while refusing to provide nonpublic records.*

Another tactic was to refer Plaintiffs to another party for documents, described in the Motion as “Go ask someone else.”

Due to the City’s failure to adhere to rules of discovery, on October 14, 2024, State Circuit Judge Maite Murphy ordered the City of Aiken to answer all submitted questions and produce all requested records; as well as produce a log of all documents deemed as potentially privileged and confidential.

Included in the order are instructions to release, within ten days, all requested records that “are not privileged and reasonably calculated to lead to relevant evidence,” and conduct a broad electronic search, dating back to August 1, 2019, for fifteen key words or phrases; including “Project Pascalis,” “Ray Massey,” “WTC,” and “Hotel Aiken.” In the process, The City cannot “refer to another party as having those documents as an answer to these requests.” 

Judge Murphy’s order nearly coincided with the October 17th Motion for a Protective Order Authorizing Testimony and Documents filed by Attorneys for former AMDC Commissioners Keith Wood and Chris Verenes. That Motion seeks the release of 120 documents listed in a “privilege log” that might be classified as privileged attorney-client work product.

Even without the privilege log documents, Wood and Verenes have already produced 1,318 pages of documents related to Project Pascalis—more than 10X the volume of records produced to date by the City of Aiken. (Because the 1,318 pages of records have yet to be placed in the public domain via a court filing, a FOIA request has been submitted to the City of Aiken for their release).

A hearing on the Woods/Verenes Motion to release records listed in the “privilege log” is scheduled for December 5, 2024, at the Aiken County Courthouse.** To date, attorneys for the City have not filed a response.

These latest developments will be topics of discussion at an Aiken City Council closed-door Executive Session this coming Tuesday, November 12th. The session is being held to receive legal advice and a legal briefing specific to the Pascalis lawsuit.

The Executive Session will be a test of Mayor Teddy Milner’s straightforward campaign platform of increased “accountability and transparency.” After years of stonewalling efforts to get to the heart of the Pascalis project workings, Mayor Milner and the rest of Council have the opportunity to quit playing information games— as the City did with Freedom of Information Act requests***—and comply with South Carolina’s rules of discovery in civil cases.

(Update: The prepared order, which was provided in the earlier version, was not the signed order until November 13th. The City of Aiken has until November 23rd to comply with the order.)

Update March 4, 2024:

A followup to https://aikenchronicles.com/2024/11/08/city-of-aiken-ordered-to-produce-project-pascalis-records/ 

In regard to the Project Pascalis lawsuit, a “Stipulated Order Governing the Disclosure of Privileged Information” was recently posted in the case index at sccourts.org 

The order governs the production of Project Pascalis documents, which the City of Aiken claims to exceed 121,000. 

Because the City’s review extended beyond the deadline to produce documents that was ordered in November 2024, an agreement was reached that will “allow the Plaintiffs to gain access to the Subject Documentation as soon as possible” while allowing “the City to preserve all privileges that may apply to the Subject Documentation.” 

The way it will work is the City of Aiken will designate material as being “under review,” those documents will be provided to the Plaintiffs within two days of this latest order—meaning the documents should have been produced by now.  All documents received will be treated by Plaintiffs as confidential until a final review is completed within 90 days. 

If the City of Aiken deems that a document provided should be considered privileged, it can “clawback” the document. Once the City issues its opinion, the Plaintiffs can challenged it within seven days by filing a Motion to Compel. If there is a successful challenge, then the materials may be used in filings and depositions. 

It appears in this case that the City has the upper hand and the cost of the burden of proof regarding privilege will be borne by the Plaintiffs. The City can err on the side of caution and/or resistance and the Plaintiffs have only seven days to file a Motion to Compel challenge. 

The order is available at : 

https://publicindex.sccourts.org/Aiken/PublicIndex/PIImageDisplay.aspx?ctagency=02002&doctype=D&docid=1739386875725-069&HKey=54686874894877751081011047467897510411698865611584785052837710112010476896710976103534353848111548

Figure 1: Efforts to obtain key information pertaining to Project Pascalis.


Footnotes

* In fact, the website for one set of relevant records in the public domain, that of the Aiken Municipal Development Commission, was surreptitiously removed by City officials sometime this past summer.

** The Courthouse is at the intersection of Park Avenue and Chesterfield Street. The Hearing is scheduled to be held in Courtroom 4. It is the 8th of 14 Motions scheduled to be heard. The first hearing is at 9:30 am. Each hearing lasts for 15-45 minutes. Check the Civil Roster for any updates.

*** Previous stories related to the City of Aiken’s “information games:”

The City of Aiken’s Information Games, Part One; which documented the effort to charge three different parties an identical $5312 involving exactly 332 hours of labor in response to three distinct, separate FOIA requests pertaining to Project Pascalis over a two month period from March 18 to May 12, 2022. 

The City of Aiken’s Information Games, Part Two; which documented the City’s silent removal in October 2022 of a key Project Pascalis document from the public record.

The City of Aiken’s Information Games, Part Three; which documented the redaction of legal invoices that had already been publicly released in nonredacted form—including censoring the very term Project Pascalis.

Three Missing Pages. See Footnote 1 for a discussion of how the City brazenly attempted to charge a $599 FOIA fee for what turned out to be a single document.

Keeping Up Appearances… ; which documented how the AMDC’s public version of the $10 million bond issuance for the Pascalis properties omitted key sections from the entire version.

City Government, October 2024, Project Pascalis 2024

Former AMDC Commissioners Seek Full Disclosure of Pascalis Records.

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Attorneys representing former AMDC Chairman Keith Wood and Vice Chair Chris Verenes have filed a Motion for a Protective Order Authorizing Disclosure of Documents and Testimony pertaining to the failed Project Pascalis. The Motion seeks the full and unconditional disclosure of public records that otherwise might be construed as exempt from release due to being deemed as privileged and confidential attorney-client work product. In addition to the Motion for complete disclosure of once-privileged records, Wood and Verenes have already provided the Plaintiff with 1,318 pages of documents that were classed as non-privileged, demonstrating a willingness to cooperate with unveiling the complete Project Pascalis record; a willingness that is currently not shared by City officials.

(Update. The 1,315 pages of non-privileged information produced by Keith Wood and Chris Verenes in response to the subpoena described in this article is available via this FOIA response link.)

by Don Moniak
October 18, 2024
(Update May 25, 2025)

The July 5, 2022, Blake et al vs City of Aiken et al lawsuit sought not only to halt the $75-100 million downtown demolition and redevelopment effort known as Project Pascalis; it also strove to have the courts issue a declarative judgement that the City of Aiken and two of its legal entities—the Design Review Board (DRB) and Aiken Municipal Development Commission (AMDC) violated the state’s Community Development Law and Freedom of Information Act.

On September 29, 2022, less than three months after the lawsuit was filed, the Project was officially cancelled. That action was followed within months by the repeal of the pivotal Newberry Street privatization Ordinance, and eventually by the dissolution of the AMDC—which had been the lead organizer of the project, and owner of the Pascalis properties that then reverted to City ownership and are currently up for sale.

Two of the City of Aiken’s contract attorneys, Daniel Plyler and Rachel Lee of the Smith Robinson Law Firm, successfully argued that these three actions rendered the lawsuit “moot,” The Plaintiffs appealed the court’s concurrence with that argument, contending that while the injunctive relief request may have been satisfied, the issue of declarative judgement remained.

While the case remained in the appeals stage, Plaintiffs continued to seek discovery of project records. The City resisted discovery, leading to a May 6, 2024, Motion to Compel project records.

In a subsequent July 5th Memorandum of Law in Support of the Motion to Compel, Plaintiffs argued that the City “has not even tried” to respond to discovery requests—a statement supported by the fact that a mere nine records had been produced by the City—six of which were already public and one of which had been privately published in late 2022 after it was inadvertently made public by the City.

Five days later, on July 10th, Plaintiffs took the overdue approach of issuing one subpoena to former AMDC Chair Keith Wood and a second subpoena to former AMDC Vice Chair Chris Verenes.

The reason for the long wait was quizzical. Immediately after the project cancellation, both individuals had issued strong statements alleging malfeasance by city staff; sentiments that were reiterated in a November 2022 email to City Council and in their subsequent letters of resignation—all of which were written in protest of Aiken City Council’s refusal to meet with the AMDC in the absence of a Joint Defense Agreement, one that Wood and Verenes contended would inhibit the public’s right to know how the cancellation of the project had transpired.

Unlike Project Pascalis investment and development team leader Ray Massey, who successfully had a Motion to Quash his subpoena granted by the court, Wood and Verenes appear eager to testify and release records. The fact that they have procured their own legal counsel and have complied with discovery requests indicates the former AMDC officers are acting more in a whistleblower capacity than as players for a defense devoted to prolonging the case while spending hundreds of thousands of taxpayer dollars in legal fees.

Also in contrast to the lengthy Massey subpoena was the brevity of the Plaintiffs’ request for documents from Wood and Verenes, simply written as:

“All documents and written communications in your possession pertaining to Project Pascalis and your involvement with the Aiken Municipal Development Commission.” (Figure 1)

Figure 1: Subpoena for Keith Wood. The Deposition has yet to be held due to the discussion
regarding the release of records that might be interpreted as privileged and confidential legal
correspondence. (click to enlarge)


Anyone who thought the two former AMDC officers might follow the City’s lead and stonewall the Plaintiffs would have been mistaken.

This past Thursday, October 17th, attorneys for the two former appointees filed a Motion for a Protective Order Authorizing Testimony and Documents. Specifically, the brief presents the argument that, since Wood and Verenes were “misled about the project and about relationships that city officials had with those involved,” and “they very much want to shed light on the improprieties hidden from them (and the public),” any records and testimony that might be construed as subject to attorney-client privilege should not be treated as such, and should be entered into the case record.

In that regard, a sixteen-page “privilege log” listing ~120 written records —that mostly involved, in some manner, AMDC Attorney Gary Pope—accompanied the brief.

Even without the “privilege log” documents, Wood and Verenes have already collectively provided to the Plaintiffs 1,318 pages of non-privileged documents; expressing and demonstrating a willingness to cooperate—while Aiken City Council has apparently directed its attorneys to obstruct the Plaintiffs’ discovery requests.

For example, in their Response to the Plaintiff’s Second Set of Interrogatories, City of Aiken attorneys objected, in part, “to the extent that they seek disclosure of information subject to attorney-client privilege, the work product protections afforded by Rule 26(b)(3) of the South Carolina Rules of Civil Procedure, or any other applicable privilege or immunity. By responding to these Interogatories, Defendant does not waive any privilege or immunity, but instead relies specifically on such privileges and immunities.”

Attorneys for Wood and Verenes argued the opposite, that since the project was cancelled, the AMDC is defunct, and Wood and Verenes were removed as individual defendants, the sixteen pages of records listed in the “privilege log” should be made available to the Plaintiffs; both as original records and during verbal depositions.

Most important among the reasons to unconditionally release the records was that “public policy favors disclosure of government action occurring behind closed doors,” concluding, in that respect:

“When government closes its doors, it selectively controls information rightfully belonging to the people. (Detroit Free Press vs. Ashcroft…2002)”

The argument made is that, while Executive Sessions and privileged records may once been arguably appropriate, time itself, coupled with the dissolution of the AMDC, have rendered moot any objections to full public disclosure.

The latest stance from Wood and Verenes is consistent with their written statement to City Council, made on November 21, 2022, that, “Any meeting restricting open, frank, and complete information would be a disservice to City Council, AMDC, and the citizens of Aiken.”

After more than two years of litigation, one thing appears certain—the City of Aiken and Aiken City Council appear willing to stonewall as long as necessary, while their former project leaders are willing to leave no stone unturned in “the best interests of justice.” As the Motion made by Wood and Verenes states,

“The citizens of Aiken deserve to hear Mr. Wood’s and Mr. Verenes’ perspectives because this is a matter of public concern involving governmental spending of millions of taxpayer dollars to renovate the most prominent block in the City and the Hotel Aiken.”

Update, May 25, 2025

In the case of Blake et al vs City of Aiken et al (The Pascalis lawsuit) the Court issued a Consent Order on March 10, 2025, pertaining to the 120 or more documents held by Keith Wood and Chris Verenes that contained potentially privileged information.

The Court ruled that 

1. “All communications and documents in the possession of Mr. Wood and Mr. Verenes pertaining to the dispute surrounding Project Pascalis that were created or took place before the Aiken Municipal Development Commission retained attorney David Morrison on July 9, 2022, are not subject to a valid claim of privilege. Mr. Wood and Mr. Verenes are authorized to testify about all communications they were a part of regarding Project Pascalis and produce all relevant documents pertaining to the project so long as those documents and communications were created or took place prior to Mr. Morrison’s engagement as counsel in this matter.”

2. “All documents produced AFTER the AMDC obtained counsel are on a case by case basis and records involving their counsel are subject to challenges by the City asserting privilege.”

Related Articles

Project Pascalis Legal Costs provides a breakdown of all legal fees incurred by the City of Aiken related to Project Pascalis, as well as which lawyers represented each of the Defendants—City of Aiken, Aiken City Council, the AMDC, the DRB, and City Attorney Gary Smith.

The Project Pascalis RFP provides background on the key issues behind the cancellation of Project Pascalis.

Moot or Not Moot describes the City of Aiken’s Motion for Summary Judgement and the Plaintiff’s response—which is further detailed in “A Continuation of Project Pascalis.

The First and Last Council/AMDC Meeting? chronicles the process, through March 2023, of dissolving the AMDC and transferring the Commission’s Project Pascalis properties to the City of Aiken.






City Government, May 2024, Plutonium Settlement, Project Pascalis 2024

$850,000 Loss Anticipated on First Sale of a Project Pascalis Property.

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Three years after the City of Aiken, its Municipal Development Commission (AMDC) and the Aiken Chamber of Commerce collectively took control of the seven Project Pascalis properties, the first negative rate of return on that investment has been realized. An appraiser for the first Pascalis property to be sold, Newberry Hall, has described the AMDC and City’s 2021 purchase of the property as “above market value.”

In 2021, AMDC paid $2 million for the property, which came with a long-term lease with eight years remaining, a first right to purchase clause for the lessee, a stipulation to reduce any future sale price by the amount of the lessee’s building improvement investments, and an agreement to pay the lessee lost income during the Pascalis project demolition and reconstruction phase.

Since the Newberry Hall property was recently appraised for $1.5 million, and the lessee’s improvement investments total $0.35 million, the City of Aiken proposes to sell the property for $1.15 million. Thus, one year after ownership was transferred from the AMDC to the City, the property will be sold at a $0.85 million loss. The loss could be viewed as $1.075 million, since the property was encumbered by a lease at the time of the AMDC purchase and the “leased fee interest” market value is only $0.925 million.

As Aiken City Council moves forward with the sale of the property to the owners of the popular Newberry Hall events and catering business, questions regarding the future of the sale proceeds remain. The property was obtained with state funds from the plutonium settlement agreement that was allocated for redevelopment purposes, not the purchase and sale of commercial downtown properties. Will it be a misappropriation of state funds if City Council opts to place the sale proceeds into the General Fund for any purposes other than downtown and Northside redevelopment?

by Don Moniak
May 13, 2024

Project Pascalis was announced in mid-March of 2021 with some fanfare by the Aiken Municipal Development Commission (AMDC). Details of the project, including the project’s downtown location, were not publicly disclosed.

Two months later, that initial version of the project failed when the first developer, GAC, LLC (Agent Weldon Wyatt), backed out of the project, and sought to renege on two purchase and sale agreements (PSA). The first was for $7.5 million for six properties owned by the Shah family of Aiken, and the second was for $2.0 million for the Newberry Hall property owned by the Anderson family of Aiken. Those agreements were negotiated and prepared, in part, by Aiken attorney and investor Ray Massey on behalf of WTC Investment, LLC. Again, no public disclosure was forthcoming.

When GAC backed out of the project, the City of Aiken, AMDC, and Aiken Chamber of Commerce secretly intervened to take assignment of the properties that were under contract to GAC’s property investment arm, WTC Investments, LLC (Agent Ray Massey.) The assignments, made through the Chamber, were completed for the purpose of salvaging a portion of the first, more grandiose Pascalis project; one that orginally included four to five-story apartments on both sides of The Alley.

The first assignment to the Chamber, with the City and AMDC listed as possible future assignees, was the package of six Shah family properties; it was signed on May 24, 2021. The second assignment to the Chamber was the Newberry Hall property; it was signed on June 3, 2021. All the purchase prices matched the collective $9.5 million offered by WTC Investments; which in the process was reimbursed its $135,000 in earnest funds.

In August 2021, Aiken City Council approved the issuance of up to $10 million in general obligation bonds to fund AMDC property purchases within the broad “Parkway District.” The existence of the $9.5 million in Pascalis project purchase and sale agreement assignments, held by the Chamber on behalf of the AMDC and City, was not publicly disclosed as the only set of properties then under consideration for purchase.

Three months later, the Chamber of Commerce’s interest in the Pascalis properties was transferred to the AMDC, which then paid $9.5 million for the seven properties, and reimbursed the Chamber its $135,000 in earnest funds. Only then were details of Project Pascalis finally released.

One month later, on December 6, 2021, the AMDC signed a $5 million Purchase and Sale Agreement (PSA) for the seven properties with the new developer, RPM Development Partners. RPM agent and investor Ray Massey signed the PSA on behalf of the developer. While the existence of the contract was publicly announced, the proposed sale price and other details were not discovered until a year later.

The $2.0 million purchase of the Newberry Hall property came with a long-term lease held by Patrick and Natalie Carlisle, the owners of the Newberry Hall events and catering business. The lease, first signed in in 2007 by owner Myrtle Anderson and lessees David and Margaret Sacks, was for 20 years—one ten-year period followed by two five-year renewal periods.

The first Newberry Hall contract signed by WTC in April 2021 that was assigned to the Chamber in June 2021, and executed by the AMDC in November 2021, contained an addendum with two new lease provisions. First, the Newberry Hall business owners would be granted the first right to own, or operate, the new conference center planned for the Pascalis project on the Newberry Hall property. Second, the business would be eligible for payments for lost income during the demolition and reconstruction period. The amended lease agreement stated, in part, that:

“The development of the (Pascalis) Project contemplates that the improvements on the Property would be demolished and replaced with a larger conference center and kitchen, and that (the) Carlisles would be compensated for loss of income during interruption of Carlisle’ s business, and would lease the replacement conference center and kitchen pursuant to a replacement lease and operating agreement, the terms of which are under discussion but are not finalized (the “Operating Agreement”).

If the Pascalis project failed and the AMDC and the City chose to sell the property, the lessee still retained the first right of purchase. That purchase price would be determined by an appraisal value minus the costs of investments made to the building during the term of the lease to date; in this case $350,000.

Between November 2021 and June 2022, lengthy and unproductive negotiations occurred between the AMDC and Newberry Hall for future ownership or operations of the planned Pascalis project conference center. The negotiations were further complicated in April 2022, when the City and the AMDC opted to try to repurpose the Park Avenue Aiken Municipal Building into the Pascalis Project conference center. In total, the AMDC spent just under $86,000 on its conference center effort; including $36,000 to reimburse Newberry Hall for its legal costs.

In June 2022 the Pascalis project faltered due to legal and contractual issues, and was paused pending a major reorganization and rebranding effort; again with no public disclosure. In addition, the second round of demolition application approvals were withdrawn. Shortly thereafter, a major lawsuit was filed to stop the project, effectively putting a halt to the reorganization effort. Two months later RPM withdrew from the $5 million PSA. Two weeks after that the AMDC cancelled the project.

Nine months later, in early May 2023, following months of tumultous and disorganized efforts, City Council dissolved the AMDC and ownership of the properties was transferred to the City. One month previously, City Council also approved spending $9.6 of its $25 million in plutonium settlement funds to pay off, in full, the Pascalis properties general obligation bond. The City’s request for funds included the misguided inclusion of Newberry Hall in the same category as the vacant Hotel Aiken—of having “fallen into disrepair.”

Following the transfer of properties from the AMDC, progress towards the sale of Newberry Hall and other Pascalis project properties such as the Hotel Aiken were deferred as the only remnant of Project Pascalis, the SRNL/“Mixed Use” project, remained under deliberation.

Now, following at least four months negotiations, the City of Aiken and Newberry Hall have reached an agreement based on an appraisal by the firm of Willis Real Estate Services—an “as is” market value of $1.5 million and an “as is” leased fee interest value of $925,000 (Figure 1).

Figure 1: Market values for Newberry Hall identified in the recent appraisal. To date, the City of Aiken has only provided 19 pages of the 131-page appraisal. Availabe information regarding the purchase begins on Page 63 of the May 13, 2024 City Council agenda packet; ,with the well-written, plain English Appraisal Introduction, property data, and recent history of the property beginning on Page 66.


The appraisal includes the statement:

“Based on comparable sales and the market conditions in 2021, the 2021 sale from Myrtle Anderson to the City of Aiken Municipal Development Commission for $2,000,000 appears to be above market and is not considered arm’s length. The City of Aiken Municipal Development Commission(City of Aiken”

Once the Newberry Sale property sale is finalized, the City of Aiken will realize a net loss of $0.85 million. If this appraisal had been made in 2021, when the AMDC purchased the property using city funds, then the City of Aiken will arguably realize a loss of $1.075 million.

Where will the revenues go?

On April 10, 2023, Aiken City Council approved spending $9.6 of the City’s $25 million Plutonium Settlement allocation to pay off the entire Pascalis general obligation bond debt. At that time, Council opted to not commit to the allocation of proceeds of future sales of the property.

Unlike previous sales of city property, the proposed Newberry Hall sale contains no reference to the future use of the $1.15 million of sale revenue. For example, in September 2021, City Council approved placing the $150,000 from the sale of the Mattie Hall property to the General Fund.

According to a February 21, 2024, letter from State Senator Tom Young (R-Aiken), the legislative intent behind the allocation of Plutonium Settlement funds expressly did not include the “reduction of local government debt obligations.” Yet, to date that has been the only purpose of the approved $9.6 million allocation by City Council from The City’s portion of the settlement funds.

If City Council opts to place Pascalis property sale proceeds into the General Fund, and not return it to its Plutonium Settlement funds account, the overall process would arguably constitute a misappropriation of state settlement funds. If Council opts to return the sale proceeds to its Plutonium Settlement fund account, then the legislative intent of the allocation would be preserved.

Additional Reading. from The Aiken Chronicles

The first 19 pages of Daniel Willis’ Newberry Hall appraisal can be found on Pages 66-85 of the May 13th City Council Agenda Packet. This section of the appraisal is written in plain English and contains property data, appraisal definitions, and an explanation for the conclusion. The remaining 112 pages have not been publicly disclosed.

The AMDC Purchase and Sale Agreements and Amended Newberry Hall Lease Agreements are available in the November 9, 2021, AMDC Meeting Agenda Packet.

Previously in the Aiken Chronicles.

How Much Project Pascalis Can the Taxpayer Stand provides a simple accounting of the known market values of the Pascalis properties in 2021 compared to the purchase prices. This was followed up by Project Pascalis Has Exposed Aiken City Officials as Lousy Real Estate Investors.

Project Pascalis Includes the Alley and Project Pascalis and The Wyatt Factor both offer detailed accounts of the first failed Pascalis project.

The Project Pascalis RFP offers a review of the chain of events leading up to the cancellation of the project.

The Pascalis Attorneys and The AECOM Plan both contain more detailed accounts of the City of Aiken’s and AMDC Pascalis project properties acquisition process and the first year of the project.

When No Info is Good Info… contains details of the Newberry Hall lease and amended lease.

Project Pascalis Conference Center Costs breaks down the $86,000 the AMDC spent on studies and appraisals in support of a Conference Center; which included $35,000 to pay the legal costs to the owners of Newberry Hall.

Project Pascalis and the Plutonium Settlement, Offsite-Infrastructure, and Failed Project Pascalis, A Mayor’s Legacy all include details about the Plutonium Settlement allocation process.

Why is the City Toying with 113 Jobs provides details of the effort to convert the former Municipal Building on Park Avenue to a conference center.

Rebranding Project Pascalis details how in late June 2022, the AMDC was in the process of cancelling the project and rebranding it as “The Aiken Community Improvement” project; the effort to redo the project was further curtailed by the July 2022 Pascalis lawsuit.

Keeping Up Appearances provides more details of the $9.6 million bond.