Although they promised to meet a January 31st deadline for a BINDING deal, BPS now wants a non-binding extension in which they can abandon the project for any reason and at any time with written notice.

http://www.commercialappeal.com/news/200...extension/

Bass Pro inks deal to get extension
Missouri retailer says Pyramid proposal needs more study
By David Williams (Contact)
Tuesday, February 5, 2008

Bass Pro Shops needs more time, more study and more money from the city and county before committing to The Pyramid store project.

That's the essence of a development agreement that's been signed by company co-president Jim Hagale, but still requires approval from Memphis and Shelby County mayors and legislative bodies.


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Instead of a long-sought binding contract, the development agreement gives Bass Pro a year, plus a company option for a six-month extension, to study a project whose costs are "significantly higher" than previously estimated. The anticipated cost had been $75 million, including $30 million from the city and county.

Now, however, the city and county's financial involvement "will be more highly leveraged than originally anticipated," according to the 20-page document.

Bass Pro would pay $35,000 in monthly rent during the development-agreement period -- but the Springfield, Mo.-based outdoors retailer could give written notice and abandon the project "for any reason and at any time," without penalty. The company's 12-month rent total of $420,000 would fall short of covering utility, maintenance and other basic arena costs, which the city previously estimated at about $600,000.

"It strikes me as another extension of the letter of intent, with a different name," said Steve Mulroy, a County Commission member who has pushed for Memphian Greg Ericson's Pyramid-Mud Island River Park redevelopment plan to be considered alongside the Bass Pro deal.

"They have yet another year to do the same due diligence that they've had 21/2 years to do. ... And all we get out of it is $35,000 a month in rent."

Bass Pro spokesman Larry Whiteley said Monday the company had no comment on the agreement.

Attempts to reach Robert Lipscomb, city project manager for arena re-use, were unsuccessful.

Ericson said Bass Pro, which signed its first nonbinding letter of intent in late 2005, doesn't deserve more time.

"Giving them another 18 months would simply keep the burden on the taxpayers," he said.

Ericson on Monday sent city and county officials a letter touting changes to his "Pyramid Harbor" project -- including expanding a planned hotel to 1,000 rooms, if the city commits to expanding Cook Convention Center at its current location.

The letter, a copy of which was obtained by The Commercial Appeal, also addresses the concerns of some City Council members by proposing to develop The Pyramid first, then follow with Mud Island in a second phase.

Some council members had said The Pyramid should be the first priority.

Also in the letter, Ericson committed to recruiting local minority ownership to his team.

Ericson, asked about the letter, said, "Our goal is to make the City Council more comfortable with our development plans and to show that we are responsive to their suggestions and concerns."

Shelby County Mayor A C Wharton hasn't fully reviewed the Bass Pro agreement and so won't comment yet, spokeswoman Gwendolyn McClain said.

City Council chairman Scott McCormick said Lipscomb would present the pact to council members on Feb. 19.

McCormick said the two-week wait was acceptable. He said Lipscomb indicated he needed time to study certain aspects of the agreement, and also to gather more information on the Ericson plan for a side-by-side comparison of the two possible projects.

"I'm hoping that by giving him to the 19th, that we'll have a more thorough presentation," McCormick said.

-- David Williams: 529-2310

Meanwhile, Ericson is approaching this project with a different attitude toward the city and its citizens:

http://www.commercialappeal.com/news/200...ore-ready/

Theme park backers propose project with Pyramid 'as is,' no 'out clauses'
By David Williams (Contact)
Wednesday, February 6, 2008

Memphian Greg Ericson is preparing a Pyramid development agreement that he hopes to present to the city and county early next week.

But unlike the development agreement that has been signed by Bass Pro Shops and awaits city-county approval, Ericson said Tuesday, "It's not going to have variables and out clauses."

Ericson said he and his partners are ready to commit on a project that boasts $250 million in private funding to transform The Pyramid into an indoor theme park and also develop parts of the riverfront with hotels, shopping and other attractions.

"We want to move forward as quickly as possible toward getting a signed, binding agreement with the city and county," said Ericson, who calls his project "Pyramid Harbor."

Springfield, Mo.-based Bass Pro, after a series of nonbinding letters of intent, has signed a development agreement that -- rather than guaranteeing the project -- calls for more due diligence and feasibility studies. The company would pay $35,000 in monthly rent, but could give written notice and walk away from the project, without penalty.

The document, which has a one-year term with a company option for a six-month extension, says the project will be "significantly" more expensive than anticipated, and that more city-county financial help will be needed.

The Bass Pro project had been estimated at $75 million, including $30 million that the city and county would seek from state and federal sources.

Attempts to reach Robert Lipscomb, city project manager for arena reuse, were unsuccessful.

Bass Pro declined to comment. However, the new document could be read as an acknowledgement of the structural and financial difficulty in converting an arena.

Ericson, though, said he has no such concerns.

"We know that it's going to be a challenge to do," he said. "But we also know that structurally, the inside of the building is not attached to the outside skin. And so even if we have to demo everything on the inside for our project, we're prepared to do that.

"We're basically going to build a new structure inside the existing skin."

Ericson said his proposed agreement would not include contingencies -- structural or otherwise -- that would allow him to walk away from the deal.

"We'll take it, as is," he said of The Pyramid.

Ericson proposes to buy about 90 acres -- including The Pyramid property and Mud Island River Park -- by paying off the remaining arena debt. He estimated that at about $10 million.

Lipscomb is expected to make a presentation on the Bass Pro development agreement to City Council members on Feb. 19.

On the County Commission side, chairman David Lillard continues to recuse himself because he's an attorney at a local law firm that has another potential Pyramid developer as a client.

Commissioner Deidre Malone said a Lipscomb presentation to commissioners is planned for Feb. 20.

Malone said she had received a copy of the Bass Pro agreement Tuesday morning and planned to read it that night.

About Ericson's plan to submit his own development agreement, she said: "He's well within his right to do that, and so I look forward to what his looks like, as well."

-- David Williams: 529-2310

... And Lipscomb wants to bend over for B(p)S. Interestingly, in this article, Lipscomb DID NOT want the B(p)S's new non-binding proposal made public to the taxpayers. I think this raises huge ethical questions of their own, about why should taxpayers be kept in the dark when they are promised one thing, and delivered something else. And the agent of the city wants to force the under-performing delivery upon the taxpayers, refusing to consider alternatives.

He dwells on ethics, however, there is no duty to exclusivity when the other party breaches complete performance of their promise. B(p)S's failure to produce a binding proposal opens the door, and in fact imposes a duty on the agent for the city to consider alternatives for the taxpayers. The ethical thing is to consider all alternatives. Lipscomb's fiduciary duty is not toward B(p)S, but toward the city. Presumably, it's the city and the taxpayers paying him...

http://www.commercialappeal.com/news/200...ethically/

Lipscomb: Bass Pro, city tied ethically
No negotiations with Ericson group
By David Williams (Contact)
Thursday, February 7, 2008

Although Bass Pro Shops' proposed development agreement for The Pyramid offers no commitment, city arena reuse manager Robert Lipscomb said Wednesday it's unethical to negotiate with another would-be developer.

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"I can do due diligence, but . . . I can't negotiate with that person, because that would violate every ethical thing I can think of," Lipscomb said when asked if he would consider the development agreement that Memphian Greg Ericson plans to submit early next week.

Ericson -- seeking to turn The Pyramid into a theme park and also develop Mud Island River Park -- counters that Bass Pro shouldn't have arena exclusivity because the company failed to meet a Jan. 31 target date for a binding agreement.

Instead of guaranteeing the project by that date, Bass Pro signed and submitted a 20-page development agreement that would -- if approved by the city and county -- give the outdoors retailer up to 18 months more to decide whether to proceed.

The company would pay $35,000 in monthly rent, but could with written notice abandon the project, without penalty. Also, the project would be "significantly" more expensive than anticipated, and more city-county financial help would be needed, according to the document.

"It is now clear to everyone that Bass Pro missed the deadline in their third nonbinding letter of intent," said Ericson, who vows that his development agreement would be binding.

Ericson and his partners say they'll spend $250 million on a plan that includes hotels and shopping. The group is seeking $50 million in federal incentives.

Bass Pro officials decline to comment, and the new cost of their project is unknown. It had been estimated at $75 million, including $30 million that the city and county would seek from state and federal sources.

Lipscomb said Bass Pro's development agreement is a "working document" that is subject to change and should not have become public.

It was, however, deemed a public record by County Atty. Brian Kuhn. The Commercial Appeal received a copy on Monday.

County Commissioner Steve Mulroy, who also received a copy, said that day, "It strikes me as another extension of the (nonbinding) letter of intent, with a different name."

Lipscomb wouldn't discuss terms of the agreement or its prospects for approval. But he said Wednesday, "We're still making a few changes -- minor modifications -- to it."

Will it be stronger by the time he presents it to City Council members on Feb. 19 and County Commissioners on Feb. 20?

"I'm not going to get into whether it's going to be stronger or not. I'm not going to debate this deal in public," he said.

Apparently, elected officials will be able to compare the Bass Pro and Ericson deals side by side when Lipscomb makes his presentations.

"We'll present our assessment, our due diligence, on both proposals," Lipscomb said. "But one is about The Pyramid and one is about Mud Island (along with The Pyramid). So you're comparing apples to oranges."

-- David Williams: 529-2310

P.T. Barnum was right...

I agree that Bass Pro has been negligent at best through all of this. And Ericson's proposal trumps it. And that I would never enter it if it is Bass Pro because I have no interest ... yet would probably enjoy the Ericson creation.

But ... here goes this ... from the outside looking in, I can see Bass Pro's plans being a success.

Based on the disaster that Peabody Place has apparently become, I can't help but think that the Ericson thing would be a total bust. Think Mall of Memphis. Think Peabody Place. Luckily it doesn't appear that there would be taxpayer loss with his proposal. But a situation where within a few years, no one spending money goes and/or it simply becomes a hang out -- which is what it sounds like PP became with what I've read here.