w~A~~~;:O~:~~T~
DONNA L. RUSSELL, C & M
IN THE CHANCERY COURT OF SHELBY COUNTY, T
EE
BY:

MEMPHIS PUBLISHING COMPANY,
)
doing business as The Commercial Appeal, )
and LOUIS GRAHAM,
)
)
)
Petitioners,
)
)
v.
)
CITY OF MEMPHIS and
)
INTERNATIONAL ASSOCIATION OF )
CHIEFS OF POLICE, INC.,
)
)
)"
Respondents.

PETIDON FOR ACCESS TO PUBLIC RECORDS AND
TO OBTAIN JUDICIAL REVIEW OF DENIAL OF ACCESS
TO THE HONORABLE CHANCELLORS OF THE
CHANCERY COURT FOR THE THIRTIETH JUDICIAL DISTRICT:
Pursuantto the Tennessee Public Records Act, Tenn. Code Ann.§§ 10-7-503 and 10-7505 (''the Act"), Petitioners Memphis Publishing Company, doing business as The Commercial

Appeal, and Louis Graham (collectively, "MPC") petition this Court for access to certain public
records and to obtain judicial review of the actions of officials of Respondents City of Memphis
(''the City") and International Association of Chiefs of Police, Inc. ("IACP") in denying
Petitioners access to those records and state as follows:

INTRODUCTION
1.

Law enforcement and public safety are the highest priorities of any local

government. Local government officials are, and should be, fully accountable to citizens for their
performance on law enforcement and public safety. Tennessee law provides its citizens tools to

 ensure the accountability of local government officials, and primary among these tools is a
citizen’s right to see public records.
2.

Here, the City of Memphis and the recruiter it hired to find and evaluate

candidates for the City’s new Chief of Police have willfully refused to allow Memphis citizens
access to clearly public records – the applications of those under consideration for the highest
law enforcement position in the City. These refusals were made in blatant disregard of decades
of settled Tennessee law and in disregard for the most basic notions of accountability of public
servants.
3.

These applications are public records and should be made immediately available

to the public, and the City and its recruiter should bear the costs of this lawsuit and efforts to gain
access under the Tennessee Public Records Act.
FACTS
4.

Petitioner Memphis Publishing Company is a corporation organized and existing

under the laws of Delaware and authorized to do business and doing business in Tennessee. Its
principal place of business is at 495 Union Avenue, Memphis, Shelby County, Tennessee. MPC
publishes The Commercial Appeal, a daily newspaper of general circulation throughout Memphis
and the surrounding area. Petitioner Louis Graham is the Editor of The Commercial Appeal.
5.

Petitioners are Tennessee citizens whose requests to exercise their rights under the

Act of access to public records, personal inspection of public records, and copies of public
records have been denied by Petitioners.
6.

Respondent City of Memphis (“City”) is a municipal corporation and a

governmental entity organized under the laws of the State of Tennessee. The City may be served

2

 with process by serving the Mayor of the City of Memphis, Jim Strickland, in care of the Office
of City Attorney, 125 North Main Street, Room 336, Memphis, Tennessee 38103.
7.

Respondent International Association of Chiefs of Police, Inc. (“IACP”) is a

corporation organized under the laws of the State of Virginia. Its principal office address is at 44
Canal Center Plaza, Suite 200, Alexandria, Virginia 22314. IACP may be served with process by
serving its Registered Agent: CT Corporation System, 4701 Cox Road, Suite 285, Glen Allen,
Virginia 23060.
8.

This Court has subject matter jurisdiction of this petition and venue is proper in

this Court under Tenn. Code Ann. § 10-7-505(b).
9.

The City of Memphis is currently in the process of searching for and hiring a new

Chief of Police.
10.

Among its activities, IACP offers its services as a uniquely effective national

recruiter for executives and administrative personnel in police, law enforcement, security, and
related organizations. IACP offers to perform these services for pay and advertises its capability
to perform these services on its public website.
11.

IACP offered these services to the City of Memphis to perform a national search

for a new Chief of Police of the City of Memphis, to recruit candidates for this position, and to
evaluate candidates for this position. As a result, the City of Memphis contracted with IACP to
perform a national search as part of its efforts to recruit and hire a new Chief of Police for the
City of Memphis. A true and correct copy of this contract, entitled “Professional Services
Agreement,” is attached as Exhibit 1.
12.

The proposal made by IACP to the City to enter into this Professional Services

Agreement was attached by the parties as an exhibit to the Professional Services Agreement.

3

 (This proposal is included as a part of Exhibit 1.) This proposal describes a “Resume Receipt
and Review” process, which includes the collection of application materials, including resumes,
from applicants for the position of Chief of Police. According to the proposal, the best ten to
twenty candidates would then be chosen by IACP for “Semifinalist Screening,” and then
approximately six finalists would be selected and presented by IACP to the City as “finalists” for
the position of Chief of Police.
13.

Thus, as an essential and integral part of the services IACP contracted to provide

the City of Memphis, the City requested, and IACP agreed, to solicit, invite, request, accept, and
evaluate the applications and resumes of individuals from all over the country who would be
interested in being considered for employment by the City of Memphis as its next Chief of
Police.
14.

On information and belief, if the City of Memphis had not hired IACP or another

similar outside contractor to assist it in its search for a new Chief of Police, the City would have
itself performed the functions of soliciting, inviting, requesting, accepting, and evaluating the
applications and resumes of individuals interested in being considered for employment by the
City of Memphis as its next Chief of Police.
15.

On information and belief, the City of Memphis has routinely performed these

functions in connection with the recruitment and hiring of other City employees.
16.

On information and belief, the City of Memphis has performed these functions for

other employee positions through or under the supervision of the City’s Division of Human
Resources. Indeed, the City’s contract with IACP was signed, on behalf of the City by, among
others, Alexandria Smith, Director of the City’s Division of Human Resources.

4

 17.

Upon information and belief, IACP has solicited, invited, requested, and accepted

applications for the position of Chief of Police of the City of Memphis.
18.

Upon information and belief, IACP currently has these applications in its

possession.
19.

In the course of his reporting on the City of Memphis’s search for a new Chief of

Police, Ryan Poe, a reporter for The Commercial Appeal employed by MPC, requested from
both the City and IACP copies of all applications for the position of Chief of Police of the City
of Memphis (“Applications”). True and correct copies of these requests are attached as collective
Exhibit 2.
20.

On June 13, 2016, Mr. Poe sent an email to Ursula Madden, Chief

Communications Officer of the City of Memphis, stating in part: “Do you have an ETA on when
I could get those police director applications I requested late last week?”
21.

Ms. Madden replied: “IACP is handling the application process for the City, so

we do not have them in our possession and will not be giving them out for media to review.”
22.

On June 20, 2016, Mr. Poe sent another email to Ms. Madden, stating, in part:

Ursula, I wanted to follow up on a question I asked Friday: Could you give me an
estimated time when my request for the director applicants will be fulfilled? It
didn’t sound like it would be, but I got a notice saying more time was needed, but
that didn’t provide the usual estimated completion date. The city is actually
required by open records law – see 10-7-503(b)(iii) – to provide an estimated
time.
23.

In response, Ms. Madden wrote: “Sorry, we don’t have any documents responsive

to your request.”
24.

On June 13, 2016, Mr. Poe attempted to contact IACP to make a public records

request for the Applications. Mr. Poe left a voice mail message for Sarah Guy at IACP and sent
her an email stating in part:

5

 Hey, Sarah. As I mentioned in my voicemail message just now, I’m trying to get
the police director applications received by the IACP on behalf of the city of
Memphis. That information is public (see below for legal details), and I was told
by city spokeswoman Ursula Madden (901-302-0316,
ursula.madden@memphistn.gov) that IACP – and not the city – has the
applications. Even so, IACP is still responsible for providing those, either to me
directly or via the city.
25.

Mr. Poe received no response to his voice mail and email to IACP.

26.

Under the Tennessee Public Records Act, including Tenn. Code Ann. § 10-7-

505(f) and case law interpreting the Act, the City has the authority to request from IACP, and to
receive from IACP, the Applications.
27.

The Professional Services Agreement also provides that “the City is expressly

empowered to demand and disclose any and all records and documents….”
28.

From June 13 through 17, 2016, counsel for MPC engaged in correspondence and

telephone communication with the City Attorney of the City of Memphis, reconfirming MPC’s
public records request for the Applications, requesting that the City request or obtain the
Applications from IACP so as to make them available under the Act, and requesting any factual
or legal justification the City may have had for its refusal to do so.
29.

Throughout these communications, the City of Memphis, through its City

Attorney, refused to take any action to honor its obligations under the Tennessee Public Records
Act, and specifically refused to request or obtain the Applications from IACP so as to make them
available under the Act.
30.

On June 23, 2016, counsel for MPC wrote the City Attorney of the City of

Memphis and IACP Deputy Executive Director Gwen Boniface. (Ms. Boniface signed the
Professional Services Agreement between the City of Memphis and IACP on behalf of IACP,
indicating her position as Deputy Executive Director of IACP.) In this correspondence, MPC

6

 again reconfirmed its public records request for the Applications and demanded that the City and
IACP each comply with the Act and produce copies of Applications. In that letter, MPC again
identified the public records requested, advised that the City and IACP had identified no
legitimate basis under Tennessee law for refusing to provide access to the Applications, and
reminded the City and IACP of the Act’s provision providing for certain penalties for willful and
knowing refusal to provide access to a public record, including an award of attorney fees and
expenses. A true and correct copy of this correspondence is attached as Exhibit 3.
31.

On June 24, 2016, Gerard P. Panaro, General Counsel of IACP, responded to

counsel for MPC’s June 23, 2016, written demand, refusing to comply with MPC’s request for
the access to the Applications.
CLAIM FOR RELIEF
32.

As of the filing of this petition, MPC has not been provided access to or copies of

the Applications.
33.

Upon information and belief, the Applications are in the actual physical

possession of IACP.
34.

The Applications are in the possession, custody, or control of the City of

Memphis.
35.

The Applications are public records under the Act, and none of the exceptions to

the Act are applicable. Thus, any failure to allow access to the Applications by the public,
including MPC, is a violation of the Act.
36.

Under Tenn. Code Ann. § 10-7-503(a)(1)(A) and under case law interpreting the

Act, the Applications are “documents, papers, letters, maps, books, photographs, microfilms,
electronic data processing files and output, films, sound recordings or other material, regardless

7

 of physical form or characteristics, made or received pursuant to law or ordinance or in
connection with the transaction of official business by any governmental agency” and are,
therefore, public records under the Act.
37.

To the extent that the Applications are in the possession of IACP, under case law

interpreting the Act, IACP is the functional equivalent of a government agency for purposes of
its work under the Professional Services Agreement and, therefore, the Applications are public
records subject to the access requirements of the Act.
38.

Notwithstanding the fact that the City of Memphis may not have the Applications

in its actual physical possession at present, under the Act, including Tenn. Code Ann. § 10-7503(a)(6) and case law construing the Act, and pursuant to the Professional Services Agreement,
the City has the authority to obtain possession of the Applications and to direct the production of
the Applications by IACP.
39.

Alternatively, under Tenn. Code Ann. § 10-7-503(f), the Applications are

“records, employment applications, credentials and similar documents obtained by any person in
conjunction with an employment search for … any chief public administrative officer” and are
thus public records subject to the access requirements of the Act, pursuant to that section.
40.

MPC’s repeated requests for access to the Applications have not been honored.

The City and IACP, therefore, have each failed and refused to grant MPC access to the
Applications in violation of the Act.
41.

The City and IACP knew, and continue to know, that the Applications are public

records and have willfully refused and failed to disclose them.
42.

Petitioners have incurred substantial costs in connection with obtaining the

Applications, including attorney fees and expenses.

8

 PRAYER FOR RELIEF
WHEREFORE, Petitioners Memphis Publishing Company and Louis Graham pray that
this Court:
1.

Immediately issue an order requiring Respondents the City of Memphis and

International Association of Chiefs of Police, Inc. (“IACP”) to appear before this Court within
ten days and show cause, if any they have, why this petition should not be granted, as provided
by Tenn. Code Ann. § 10-7-505(b);
2.

Grant Petitioners a declaratory judgment that all applications for the position of

Chief of Police of the City of Memphis (“Applications”) are public records under Tennessee law,
whether in the hands of the City of Memphis or IACP, and that Respondents’ failure to grant
access by the public to these public records constitutes a violation of the Tennessee Public
Records Act, Tenn. Code Ann. §§ 10-7-503 et seq.;
2.

Grant Petitioners a declaratory judgment that Respondents City of Memphis and

IACP willfully refused to grant access to the Applications as public records;
3.

Order Respondents to immediately make available to MPC copies of the

Applications made for the position of Chief of Police of the City of Memphis;
4.

Grant Petitioners their reasonable costs and attorney fees pursuant to Tenn. Code

Ann. § 10-7-505(g);
5.

Grant Petitioners discretionary costs under Tenn. R. Civ. P. 54;

6.

Grant Petitioners such equitable relief as may be necessary to secure the purposes

and intentions of the Act and specifically Tenn. Code Ann. § 10-7-505, including, if necessary,
the exercise of the full injunctive remedies and relief available to the Court; and
7.

Grant Petitioners such further relief to which they may be entitled.

9

 T. PERA (Tenn. BPRNo. 11641)
FOX, JR (Tenn. BPRNo. 26828)
Crescent Center
6075 Poplar Avenue, Suite 700
Memphis, TN 38119
Phone: (901) 524-5275
Facsimile: (901) 524-5375
Attorneys for Petitioners
Memphis Publishing Company and
Louis Graham

10

 STATE OP TENNESSEE

)

COUNTY OF SHELBY

)

)

LOUIS GRAHAM, being duly sworn, states:

1.

I am employed by Memphis Publishing Company as the Editor for The

Commercial Appeal.

knowledge, information, and beliet:

LOU

Subscribed and sworn to before me this

t&.y of June, 20 I6.

~fuL&. ) 1t1Liv
My Commission Expires:

,rl/Yl. a<-0 dOl-1

 FIAT AND SHOW CAUSE ORDER

TO THE CLERK AND MASTER:
Issue the following Show Cause Order:
Against respondents the City of Memphis and International Association of Chiefs of
Police, setting a hearing for

Fr, d &• 1 , July~ 2016, at /o.~Q, ·and requiring

Respondents to appear at that time and show cause, if any they have, why this Petition should not
be granted.

JIM KYLE
CHANCELLOR

JUN 2 8 2016
Time:

12

2> '. 3t> ' · M

.

 Exhibit 1

DIVISION OF FINANCE

111111
To:

Honorable Mayor Jim Strickland

From:

Eric S. Mayse, Purchasing Agent

Date:

February 29, 2016

~

Subject: Contract# 33116 - INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE
Please find attached the above referenced contract for the Mayor's signature. This document does not
require City Council approval.

Purpose: Negotiated agreement for professional services (Nationwide Police Executive Search)
between the city of Memphis and International Association of Chiefs of Police, Inc.

Financial Commitment: This is a negotiated agreement. There is no financial obligation .

Contracting Authority: By Home Rule Amendment 1852, Section 14, BE IT FURTHER
ORDAINED, That the power to contract (other than by franchise agreements) shall remain with the
Mayor.

After approval, please return all documents to the Purchasing Department for further processing.

Should you have any questions, please advise.
Attachment

 Cityof :

Memnhis
.

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·~··--~--~~~--'"'"""'""-·-"'-

JIM STRICKLAND
MAYOR

DIVISION OF FINANCE

TENNESSEE

310112016

City Contract# 33116
International Association of Chiefs of Police, Inc.
44 Canal Center Plaza
Suite 200
Alexandria, VA 22314
Dear Sir or Madam:

We are enclosing, herewith, an executed copy of a negotiated contract between the
City of Memphis and the International Association of Chiefs of Police, Inc.
for the division of Human Resources for assistance in conducting an executive search
for a Chief of Police.

This copy is for your files.

Sincerely,

Eric Mayse
Purchasing Agent
cc: City Comptroller

 PURCHASING
CONTRACT CHECK-OFF SHEET
(To be attached to each file)
Division
Requisition No.

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NEGOTIATED CONTRACTS
RFP Required
Scoring criteria attached
Does Purchasing have original proposals
[Check award recommendation information
Check scope of services
Check term of contract/extension clauses
Check and enter Not To Exceed Amount
Check contract amount
Check souce of funds/POETA
Check insurance requirements
[Have you rece1v00Tax exemPfn.ilfngletferrromlRs orl\ll"emPfils
Shelby County Business Tax Receipt/License
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BID & CONTRACT AGENDA SHEET/
PURCHASE ORDER BID AWARD RECOMMENDATION FORM

DIVISION
Human Resources

SERVICE CENTER

DATE

180101

02/25/16

1. BID REJECTION
RF #
Re uest to Readvertise

I Rebid

2. CONTRACT AWARD RECOMMENDATION

D

Low

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Best*

Address
For

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44 Canal Center Plaza Suite 200 Alexandria VA 22314
Nationwide Police Executive Search

*Justification for rejection of low bids attached
Number of bids received

(attach two copies of bid tabulation)

3. CHANGE ORDER/ AMENDMENT/ENCUMBRANCE/FINAL PAYMENT (Contracts Only)

Contract#

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IAddress
Contractor I
For
Extension
Chan e Order
Cancel Contract #
Transfer to PO/RE

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Final Pa ment Due
Ori inal Contract Amount
Previous C.O. Total
Retaina e
Previous Amend./Encum. Total
C.0.#
Attached
Amend.#
Attached
Encumbrance Amount 40 000
Ad'usted Contract Amount

4. COST AND SOURCE OF FUNDS

FY 2016
Fund 0111
Gran CIP
Ex T e

Service Center 100101
Pro·ect #

Account 052528

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Date
Date
Date
Date

6. FUNDING/PURCHASING APPROVAL

ro riated/transferred

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Award#

5. CHECKED AND APPROVED BY

Funds to be a

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Award#

Service Center
Pro'ect #

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J

 PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF MEMPHIS AND
INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE, INC.
FOR EXECUTIVE SEARCH ASSISTANCE

CONTRACT NUMBER:

3 3 J I lo

PROFESSIONAL SERVICES AGREEMENT
BETWEEN CITY OF MEMPIDS
AND
INTERNATIONAL ASSOCIATION OF CHIEFS OF POLICE, INC.
FOR EXECUTIVE SEARCH ASSISTANCE

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day of
This Professional Services Agreement (the "Agreement") is made and entered into this /
2016 by and between the CITY OF MEMPIDS (the "City") and the INTERNATIONAL ASSOCIATION OF
CHIEFS OF POLICE, INC. (the "Contractor").
WITNESS ETH
WHEREAS, the City, by and through its Human Resources Division, has the need for assistance in conducting an
executive search for a Chief of Police; and
WHEREAS, the services stated herein are eligible professional services pursuant to the City of Memphis
Purchasing Policies and Procedures; and
WHEREAS, the Contractor has the knowledge and expertise to provide such services; and
WHEREAS, the parties desire to enter into an agreement setting forth the terms and conditions under
which the Contractor shall provide said services.
NOW THEREFORE, for and in consideration of the mutual promises and covenants contained herein and
for other good and valuable consideration, the parties desire to enter into this Agreement and hereby agree
as follows:
SCOPE OF WORK
SCOPE OF SERVICES. The Services to be provided in connection with this Agreement shall include,
but not be limited to, those items listed in the Contractor's proposal letter entitled "IACP Executive Search Services/
A Proposal for the City of Memphis, Tennessee," which is attached hereto and incorporated herein as Exhibit A (the
"Services"). In the event of any inconsistency between the proposal and this writing, with respect to the scope of
work, the proposal shall govern.
TERM AND COMPENSATION
TERM. This Agreement shall not be binding upon the parties until it has been signed first by the Contractor and
then by the authorized representatives of the City in accordance with applicable ordinances, laws and regulations.
The Term of this Agreement shall commence on the date of final execution of the Agreement, which final execution
shall serve as Contractor's formal written notice to proceed, and shall end upon all services herein having been
provided by the Contractor to the City (the "Term"), subject to the availability and appropriation of funds to finance
the same and the successful operation of the program. The Agreement may be amended or extended upon mutual
agreement of the parties.

 COMPENSATION. The City agrees to compensate the Contractor for the provision of Services in the amount of
Forty Thousand Dollars ($40,000.00), plus direct reimbursable expenses, as follows:
(a) Twenty Thousand Dollars ($20,000.00) upon commencement of work.

(b) Twenty Thousand Dollars ($20,000.00) upon completion of all services due under the Agreement.
(c) Should the City choose to exercise the "Assessment Center Option" described in Exhibit A, and additional
Five Thousand Dollars ($5,000.00) upon completion of all services due under the Agreement.
(d)

Direct expenses associated with executive search services subject to reimbursement include those incurred
by IACP staff and consultants for travel, including airfare, auto - personal and rental, subsistence traveling
to, from, and while on-site, lodging, and travel-related miscellaneous expenses. City will reimburse IACP
only for coach-class airfare, rental of full-size or smaller auto (excluding luxury), and lodging and meals in
accordance with GSA rates. Requests for reimbursement must be supported by receipts or other
documentation.

(e) The City also agrees to pay job-candidate interviewers an honoraria (provided use of such interviewers are
approved in advance by the City), in an amount not to exceed Four Hundred Dollars ($400.00) per
interviewer per day. The City and Contractor will jointly agree in advance to the total number of
interviews and honoraria to be provided. and Contractor may not make any honoraria commitments without
prior approval from the City.

INVOICES. The Contractor shall submit to the City original invoices, or copies of original invoices certified as
such by the Contractor, on the Contractor's letterhead and in form and substance acceptable by the City and with
all necessary supporting documentation. The invoice shall describe the services provided, reflect any applicable
terms of payment, and show the contract number to which it relates. Unless the contract number is shown on the
invoice, it may be returned to the Contractor.
Invoices shall be submitted to:
City of Memphis
Human Resources Division
125 N. Main Street, Room 406
Memphis, Tennessee 38103
Attn: Alexandria Smith, Chief of Human Resources
The City shall use its best efforts to remit payment based on the Contractor's invoice within thirty
(30) days after receipt of accurate invoice and approval by the City. The City is not obligated to pay, and
may withhold from payment, any amounts the City has in dispute with the Contractor based on the
Contractor's non-performance, unsatisfactory performance or negligent performance of any services
hereunder.
TRAVEL EXPENSES. The City will reimburse travel expenses as outlined in Compensation Section (d) above.
No travel advances will be made by the City.
TAX PAYMENTS. The City of Memphis is exempt from Federal Excise, State and Local Taxes on all
purchases and upon request, will issue tax exemption certificates to the Contractor. Contractor shall be
solely responsible and liable for any taxes and business license fees assessed or imposed by any
government having jurisdiction over the work and/or goods to be provided herein.
PAYMENT DOES NOT IMPLY ACCEPTANCE OF WORK. The payment of an invoice shall not
prejudice the City's right to object to or question any invoice or matter in relation thereto. Such payment by
the City shall neither be construed as acceptance of the work nor as final approval of any of the costs
invoiced therein, and the City's payment shall not relieve the Contractor from its obligation to replace or

 correct any work that does not confonn to this Agreement, even if the unsatisfactory character of such work
may have been apparent or detected at the time such payment was made. Work, data or components that do
not confonn to the requirements of this Agreement shall be rejected by the City and replaced by the
Contractor, without delay or additional cost to the City.
If the Contractor receives payment from the City for a service or reimbursement that is later
disallowed or rejected by the City or another governmental entity on the basis of audit or monitoring, the
Contractor shall promptly refund the disallowed amount to the City upon the City's request. At its option,
the City may offset the amount disallowed from any payment due to the Contractor under this Agreement
or any other agreement.
FINAL CONTRACT INVOICE. The Contractor shall submit to the City a final invoice within forty-five
(45) calendar days from the tennination date of the Agreement, for any services provided pursuant to this
Agreement. The Contractor further acknowledges and agrees the City will not be responsible for any
Contractor invoices, pertaining to this Agreement, submitted to the City after the final invoice.
The Contractor shall close out its accounting records at the end of the Agreement period in such a manner
that reimbursable expenditures and revenue collections are NOT carried forward.
GENERAL TERMS AND CONDITIONS
INCORPORATION OF WHEREAS CLAUSES. The foregoing whereas clauses are hereby
incorporated into this Agreement and made a part hereof.
TITLE & RISK. The title and risk of loss of any goods hereunder shall not pass to the City until the City
actually receives and takes possession of the goods at the point or points of delivery. The Contractor shall
assume all liability and responsibility for delivery of such goods in good condition to the City.
PATENT INDEMNIFICATION. The Contractor warrants that any goods/services furnished hereunder
do not infringe or violate any patent, trademark, copyright, trade secret, or any other proprietary right of
any third party; that it shall defend all suits that may arise with respect thereto; and that it shall indemnify,
defend, save and hold harmless the City, its officials, employees, agents, successors and assigns, from and
against all liabilities, suits, claims, damages, costs or expenses, including without limitation attorney and
expert witness fees, for or by reason of any actual or alleged claim the goods/services purchased by City
hereunder infringe any patent, copyright, or is a violation of trade secret disclosure laws, whether by reason
of the Contractor's purchase or otherwise. This indemnification obligation shall survive the expiration or
termination of this Agreement.
TRANSPORTATION CHARGES/F.O.B. DELIVERY. All pricing is F.O.B. destination, in
which Contractor shall be responsible for freight, transportation costs, and all incidental charges, unless
delivery tenns are specified otherwise in the bid and agreed to by the City. In the event shipping other than
FOB destination is allowed by the City, The City agrees to reimburse the Contractor for transportation costs
in the amount specified in the Contractor's bid, or actual costs, whichever is lower, provided the City shall
have the right to designate what method of transportation shall be used to ship the goods.
SHIPMENTS. Substitutions will not be accepted, unless otherwise specified herein. Partial shipments
may be allowed unless otherwise stated in writing by City, however, full shipment of all items ordered
hereunder must be completed by the date specified in this Agreement or this Agreement will be subject to
cancellation by the City. The Contractor shall not ship excess quantities without the City's prior written
approval.

ENTIRE AGREEMENT. This Agreement, including the attached exhibits, constitutes the full and final
understanding of the parties with respect to the subject matter hereof and supersedes and replaces any and all prior
or contemporaneous agreements or understandings, whether written or oral, express or implied, between the parties
with respect to the subject matter of the Agreement.

 STANDARD OF PERFORMANCE. All services by the Contractor shall be performed in compliance
with the specified requirements, in a manner satisfactory to the City, and in accordance with the generally
accepted business practices and procedures of the City and pursuant to the governing rules, practices and
regulations of the industry, based on the type of services performed hereunder.
HEADINGS. Titles and headings used herein are for the convenience of reference only and shall be
disregarded completely in the interpretation and validity of this Agreement or any of its terms.
MODIFICATION AND AMENDMENT. This Agreement shall be amended or modified only by a
written document signed by the parties hereto, and executed with the same formalities as this instrument, in
accordance with applicable laws and regulations.
CONFIDENTIALITY. (a) The City agrees to provide Contractor with all information, access to files and records,
and use of all institutional facilities that may be reasonably necessary to Contractor in the performance of this
Agreement. While performing work under this Agreement, the Contractor may gain access to proprietary
and/or confidential information that, if disclosed to third parties, may be damaging to the City or its officials
or employees. Such information shall include materials considered to be confidential information as a matter
of law (e.g., personnel records), and shall also include (i) all materials in any form developed or created by the
City related to funding and financial and business information; (ii) the terms, conditions and pricing contained
herein; and (iii) any
other information that the Contractor has been advised by the City is confidential, privileged or proprietary.
Confidential information, as used in this Agreement, shall not include (i) information in the Contractor's
possession prior to disclosure by the City; (ii) information generally available to the public or that becomes
available to the public through a source other than the City, or (iii) information that was rightfully obtained by
the Contractor from a third party who is under no obligation of confidentiality to the City with respect to such
information. The Contractor agrees that it will accept and hold confidential information obtained from the City in
confidence at all times during and after termination of this Agreement. The Contractor shall neither use nor disclose
such information, except as provided in this Agreement or as required by law, without the prior written
permission of the City.

(b) In the event that the City or its affiliates, its and their directors, members, officers, employees, consultants,
independent contractors, agents, advisors ( including, without limitation, financial advisors, counsel and
accountants) and controlling persons ("Representatives") are required by applicable law or regulation or by legal
process to demand or disclose any information received from or created by the Contractor, , City agrees that it will
and will cause its Representatives to provide Contractor with prompt notice of such request or requirement in order
to enable Contractor to seek an appropriate protective order or other remedy, to take steps to resist or narrow the
scope of such requirement (and City will and will cause its Representatives to consult and cooperate fully with
Contractor in taking any such steps), and/or to waive compliance in whole or in part, with the terms of this
agreement.
(c) Notwithstanding anything contained herein to the contrary, the City is expressly empowered to demand and
disclose any and all records and documents in order to prosecute and defend any and all claims, lawsuits and
administrative proceedings filed on behalf of, or against, the City, its commissions, officers, employees, and agents.
Contractor will cooperate fully with the City in the City's prosecution or defense of any claim or suit.
(d) The parties acknowledge and agree that a breach of this section by either party will cause the innocent party
irreparable injury and damage; therefore, the parties expressly agree that the innocent party shall be entitled to
injunctive or other equitable relief in any court of competent jurisdiction to prevent or otherwise restrain a
breach of this Agreement. The parties agree that they will disclose confidential information only to those persons
who have a right to know, and each party shall require its employees, agents, and subcontractors to comply
with the requirements of this provision and the requirements of the provisions herein below titled "Public
Statements" and "Rights in Data."

PUBLIC STATEMENTS. The Contractor shall not make any announcement, release any information, or
authorize or participate in any interview concerning this Agreement and the goods and/or services required

 herein, without obtaining prior written consent from the City. The Contractor shall require its employees,
agents, and subcontractors to comply with the requirements of this provision. This provision shall survive
the expiration or termination of this Agreement.

RIGHTS IN DATA. (a) The Contractor agrees that all reports, studies, plans, models, drawings,
specifications, and any other information or data of any type produced under this Agreement, and required
to be delivered to the City pursuant to this Agreement, whether or not the same is accepted or rejected by the
City, shall remain the property of the City and shall not be published by the Contractor or any other party without
the express prior written consent of the City. The City acknowledges that the only deliverables it is entitled to under
this Agreement are the final reports,nor shall City be entitled to any other information developed, created or
authored by the Contractor, whether oral or written (including electronic), and regardless of the form the information
is in or the manner in which or the time at which it was created, including, but not limited to, raw data, drafts,
mental impressions, work product, any information that was given to Contractor with a promise or expectation that
such information would be kept confidential (including all interview and evaluation material provided by, developed
by, or given to the Contractor with a promise and expectation of privacy or confidentiality), all analyses,
compilations, data, studies, notes, interpretations, memoranda, extracts or other documents prepared by the
Contractor or its Representatives.

(b) In implementing the foregoing, the Contractor hereby grants and assigns to the City all rights and claims of
whatever nature, whether now or hereafter, arising in and to any and all of such final reports, and shall cooperate
fully with the City in any steps the City may take to obtain copyrights, trademark or like protections with respect
thereto. The signing of this Agreement shall constitute a complete transfer of ownership, intellectual property and
copyright of all documents from the Contractor to the City upon the Contractor's delivery of such documents and/or
information to the City or upon completion of the work pursuant to the Agreement, whichever occurs first. The
Contractor shall not construe such transfer as a grant for usage nor can the Contractor revoke it.

EMPLOYMENT OF CITY WORKERS. The Contractor shall not engage, on a full, part-time or any
other basis during the term of this Agreement, any professional or technical personnel who are or have been
at any time during the term of this Agreement in the employ of the City.
CONTRACTOR'S PERSONNEL. The Contractor certifies that it presently has adequate qualified
personnel to perform all services required under this Agreement and that all work performed under this
Agreement shall be supervised by the Contractor. Contractor will make its personnel aware of and cause
them to comply with the City's policies that have been made known to Contractor while performing
pursuant to this Agreement. The Contractor further certifies that all of its employees assigned to perform
any work hereunder shall have such knowledge and experience as required to perform the duties assigned
to them. Any employee of the Contractor who, in the opinion of the City, is incompetent, whose conduct
becomes detrimental to the work, or whom the City deems to be unsatisfactory for any reason, shall
immediately be removed from association with the services hereunder per the City's request. Upon such
request, the Contractor shall use all reasonable efforts to promptly replace such employee(s) with substitute
employee(s) having appropriate skills and training. Contractor is responsible for the acts or omissions of its
personnel under or relating to this Agreement.
The Contractor shall be solely liable and responsible for providing all employee compensation and benefits to, or
on behalf of, all persons performing work pursuant to this Agreement. The City shall have no liability or
responsibility for the payment of any salaries, wages, unemployment benefits, health, welfare and disability
benefits, Federal and local taxes, or other compensation, benefits or taxes for any personnel provided on behalf
of the Contractor. In addition, the Contractor shall be solely liable and responsible for any and all workers'
compensation benefits to any person as a result of injuries arising from or connected with any work performed
by or on behalf of the Contractor pursuant to this Agreement.

INDEPENDENT CONTRACTORS. Nothing in this Agreement shall be deemed or construed to
represent that the Contractor, or any of the Contractor's officers, employees or agents, are the agents,
representatives, or employees of the City. The Contractor acknowledges that it is an independent
contractor over the details and means for performing the services hereunder. Anything in this Agreement

 which may appear to give the City the right to direct the Contractor as to the details of the performance of
its obligations hereunder or to exercise a measure of control over the Contractor is solely for purposes of
compliance with local, state and federal regulations and means the Contractor will follow the desires of the
City only as to the intended results of the scope of this Agreement.
It is further expressly agreed and understood by the Contractor that neither it nor its officers, employees or
agents shall hold itself out contrary to the terms of this paragraph, and the City shall not be liable for any
representation, act or omission of the Contractor contrary to the provisions hereof.

TERMINATION.
I. It shall be cause for the immediate termination of this Agreement if, after its execution, the City
determines that either:
a. the Contractor or any of its principals, partners or corporate officers, if a corporation, including the
corporation itself, has plead no lo contendere, or has plead or been found guilty of a criminal violation,
whether state or federal, involving, but not limited to, governmental sales or purchases, including but not
limited to the rigging of bids, price fixing, misappropriation of government funds, or any other collusive
and illegal activity pertaining to bidding and governmental contracting; or
b. the Contractor subcontracted, assigned, delegated, or transferred its rights, obligations or interests,
voluntarily or involuntarily, under this Agreement without the City's consent or approval; or
c. the Contractor has filed bankruptcy, has been adjudicated bankrupt, become insolvent or made an
assignment for the benefit of creditors, or a receiver, or similar officer is appointed to take charge of all or
part of the Contractor's assets.
2. The City may canceVterminate this Agreement, in whole or in part, upon providing written notice to
the Contractor of the City's intention to terminate the Agreement as a result of Contractor's failure to
provide the goods and/or services specified under this Agreement or in violation(s) of any of the terms
herein, and the Contractor has failed to cure such breach within ten (10) business days of such notice.
The City may reject the goods and/or services and cancel this Agreement for any goods/services rendered or
to be rendered hereunder. At its option, City may return the rejected portion of such goods to Contractor at its
expense or hold the same for such disposal as Contractor shall indicate. In the event of any such
rejection/termination, the City shall, at the City's option, have the right to obtain like goods and/or services
elsewhere or to take over the work and prosecute the same to completion, both at the Contractor's expense; and
in such event, the City may take possession of and utilize in completing the work, such materials, appliances,
etc. as may be on the site of the work and necessary therefore. The Contractor shall be liable to the City for any
loss, damage, or additional cost incurred thereby, including but not limited to any difference between the cost for
procuring such like services and the price specified herein, attorneys' fees and court costs.
3. Notwithstanding the foregoing or any section herein to the contrary, the Contractor shall not be relieved of
liability to the City for damages sustained by the City by virtue of any breach of the Agreement by the Contractor,
and the City may withhold any payments to the Contractor, for the purpose of setoff, until such time as the exact
amount of damages due the City from the Contractor is determined.
4. The City may, in its sole discretion, suspend and/or terminate this Agreement for convenience upon
giving ten (10) business days prior written notice to the Contractor. In the event a purported termination for cause
by the City is in error, then such termination may, at the City's sole discretion, be deemed to be a termination for
convenience under this section. In the event of such termination, the Contractor shall be entitled to receive
just and equitable compensation, as determined by the City, for any satisfactory authorized work performed
in accordance with the Agreement up to the termination date; but in no event shall the City be liable to the
Contractor for expenses incurred after the termination date. All goods accepted by City or services completed by
the Contractor prior to the Termination Date shall be documented and all tangible work documents shall be
transferred to the City prior to payment for services rendered, and shall become the sole property of the City.
Such termination by the City shall not be deemed a Breach of Contract by the City, and the Contractor shall not
be compensated for any anticipatory profits, or other damages of any description, that have not been earned as of
the date of termination.
5. The Contractor shall deliver to the City all hard copy and electronic files maintained on behalf of
the City within thirty (30) calendar days of termination of this Agreement. Upon reasonable request, the
City reserves the right to obtain such information prior to the termination of this Agreement.

 COMPENSATION FOR CORRECTIONS. No compensation shall be due or payable to the Contractor
pursuant to this Agreement for any of the services performed by the Contractor to correct services, when
such corrections are required as a direct result of negligence by the Contractor to properly fulfill any of its
obligations herein.
CITY'S RIGHT TO WITHHOLD CERTAIN AMOUNTS AND MAKE APPLICATION
THEREOF. If evidence is produced before the final settlement of all or any balances that the Contractor
has failed to pay laborers employed on its work or failed to pay for materials used therein, or if the City
has reason to suspect the same, the City may withhold such balances and upon evidence satisfactory to the
City as to the amount due for such labor and materials. The City, acting as the agent of the Contractor, may
settle and pay for the same and charge the amounts to the Contractor and deduct the same from the said
balance or balances.
REMEDIES CUMULATIVE. All remedies available to the City herein are cumulative and shall be in
addition to all other rights and remedies provided by law. The termination, expiration, or suspension of this
Agreement shall not limit the City from pursuing other remedies available at law or in equity.
SUBCONTRACTING, ASSIGNMENT or TRANSFER. The Contractor shall not subcontract, assign,
delegate or transfer all or part of its rights, responsibilities, or interest under this Agreement without the
prior written consent of the City. Any purported assignment, transfer, or delegation in violation of this
Section shall be voidable by the City. No subcontracting, assignment, delegation or transfer shall relieve
the Contractor from performance of its duties hereunder; neither shall the City be responsible for the
fulfillment of the Contractor's obligations to its transferors or subcontractors. Upon request of the City, the
subcontracting, assigning, delegating or transferring party shall provide all documents evidencing the
transfer. At any time, City may, in its sole discretion, revoke its prior approval of a subcontractor and
direct Contractor to replace such subcontractor or perform the services that were being performed by such
contractor itself if the City finds in its reasonable judgment that (i) such subcontractor's performance is
materially deficient or otherwise unacceptable to City; (ii) good faith doubts exist concerning the
subcontractor's ability to render future performance because of changes in the subcontractor's ownership,
management, financial condition, or otherwise; or (iii) there have been one (1) or more material
misrepresentations by or concerning the subcontractor. The City reserves the right to terminate the
Agreement if Contractor, in whole or in part, is acquired by another entity during the term of this
Agreement.
In the event the Contractor is allowed to sublet any part of the Agreement, the Contractor shall be
as fully responsible to the City for the acts and omissions of the subcontractor and of the persons employed
or directly or indirectly employed by the subcontractor as he is for the acts and omissions of persons
employed by Contractor.

The City recognizes that Contractor will engage the use of external consultants as part of this process. For the
purposes of this Agreement, external consultants engaged by the Contractor are considered staff, and they are
subject to all provisions of this Agreement which would otherwise apply to full-time employees of Contractor. Use
of consultants by Contractor is not considered subcontracting under this Agreement.
CONFLICT OF INTEREST. Neither party shall engage in any conduct or activity in the performance of
this Agreement that constitutes a conflict of interest under applicable federal, state or local laws, rules and
regulations.
The Contractor covenants that it has no public or private interest, and shall not acquire any
interest, directly or indirectly, which would conflict in any manner with the performance required under
this Agreement, and the Contractor covenants that no gratuities, in the form of entertainment, gifts, or
otherwise, were offered or given by the Contractor, or any agent or representative of the Contractor, to any
officer, official, agent or employee of the City in an effort to secure the Agreement or favorable treatment
with respect to any determinations concerning the performance of the Agreement. The Contractor warrants
that no part of the total contract amount provided herein shall be paid directly or indirectly to any officer or
employee of the City as wages, compensation, or gifts in exchange for acting as officer, agent, employee,

 subcontractor or consultant to the Contractor in connection with any work contemplated or perfonned
relative to this Agreement. For breach or violation of this provision, the City shall have the right to recover
or withhold the full amount of such gratuities.

COVENANT AGAINST CONTINGENT FEES. The Contractor warrants that it has not employed or
retained any company or person other than a bona fide employee working solely for the Contractor, to
solicit or secure this Agreement, and that it has not paid or agreed to pay any company or person, other than
a bona fide employee working solely for the Contractor any fee, commission, percentage, brokerage fee,
gift, or any other consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this provision, the City shall have the right to recover the full amount of such fee,
commission, percentage, brokerage fee, gift, or other consideration.
GENERAL COMPLIANCE WITH LAWS. The Contractor certifies that it is qualified or will take steps
necessary to qualify to do business in the State of Tennessee and that it shall take such action as, from time
to time, may be necessary to remain so qualified and shall obtain and maintain, at its own expense, all
licenses, pennits, insurance, and governmental approvals, if any, necessary to the performance of its
obligations under this Agreement. Such permits and licenses shall be made available to the City, upon
request.
The Contractor is assumed to be familiar with and shall comply with all applicable federal, state,
and local laws, ordinances, and regulations in performing any of its obligations under this Agreement,
including but not limited to the City of Memphis U"ing Wage Oramance, the Fair Labor Standards Act,
Occupational Safety and Health Administration (OSHA), and the Americans with Disabilities Act (ADA).
The Contractor shall promptly notify the City of any conflict discovered between this Agreement and any
applicable laws, rules, regulations, and/or pennits and licenses, and await resolution of the conflict.

NON-DISCRIMINATION. The Contractor hereby agrees to comply with Title VI and Title VII of the
Civil Rights Act of 1964 and all other federal, state or local laws prohibiting discrimination, which provide
in whole or in part, that no person shall be excluded from participation in, or be denied benefits of, or be
otherwise subjected to discrimination in the performance of this Agreement or in the Contractor's
employment practices on the grounds of handicap and/or disability, age, race, color, religion, sex, national
origin, or any other classification protected by Federal, State or statutory law. The Contractor shall, upon
request, show proof of such nondiscrimination, and shall post in conspicuous places available to all
employees and applicants notices of nondiscrimination. In the event the Contractor fails to comply with the
City's non-discrimination policy and any and all other laws prohibiting discrimination, this Agreement may
be canceled, terminated or suspended in whole or in part by the City.
The City reserves the right to investigate any claims of illegal discrimination by the Contractor and
in the event a finding of discrimination is made and upon written notification thereof, the Contractor shall
take all necessary steps to cure and rectify such action to the reasonable satisfaction of the City. The
Contractor's failure or refusal to do so shall be cause for termination of this Agreement in accordance with
the terms of this Agreement.

EMPLOYMENT OF ILLEGAL IMMIGRANTS. The Contractor hereby certifies to comply with all
applicable federal and state laws prohibiting the employment of individuals not legally authorized to work
in the United States. Contractor shall not knowingly (i) utilize the services of illegal immigrants; or (ii)
utilize the services of any subcontractor who will utilize the services of illegal immigrants in the
performance of the contract. In the event the Contractor fails to comply with any and all local, state and
federal laws prohibiting the employment of individuals not legally authorized to work in the United States,
this Agreement may be canceled, terminated or suspended in whole or in part by the City, and the
Contractor may be prohibited from contracting to supply goods and/or services to the City for a period of
one (1) year from the date of discovery of the usage of illegal immigrant services in the performance of a
contract with the City.
SEVERABILITY. If any terms or provisions of this Agreement are held to be illegal, invalid or
unenforceable as a matter oflaw, such provision shall be fully severable, and the remaining provisions of

/l.r1- c:__

 this Agreement shall remain in full force and effect and continue to be binding and shall not be affected by
such provision or by its severance herefrom. Furthermore, in lieu of such unlawful, invalid, or
unenforceable provision, the parties may negotiate in good faith to replace such provision with a valid,
legal and enforceable provision that most closely approximates the parties' original intent.

NO WAIYER OF CONTRACTUAL RIGHT. No term or provision of this Agreement, or of any
document executed pursuant hereto, shall be held to be waived, modified or deleted unless in writing and
executed by the parties hereto. No delay or failure of the City to enforce any right or provision of this
Agreement or in any document executed pursuant hereto shall operate as a waiver or relinquishment of the
City's right to subsequently enforce and compel strict compliance with such provision or any other
provision herein or in any document related hereto and specifically identified as a waiver of any succeeding
breach thereto or of any other provision herein contained.
SUJBJECT TO FUNDING. This Agreement is subject to availability and annual appropriation of funds
by the Memphis City Council. In the event sufficient funds for this Agreement are not available or
appropriated by the Memphis City Council for any of its fiscal period during the term hereof, then the City
shall immediately terminate this Agreement upon written notice to the Contractor. In the event of such
termination, the Contractor shall be entitled to receive just and equitable compensation for any satisfactory
work performed up to the termination date. Such termination by the City shall not be deemed a Breach of
Contract by the City, and the Contractor shall have no right to any actual, general, specific, incidental,
consequential, or any other damages whatsoever of any description or amount that have not been earned as
of the date of termination.
CONTRACTING WITH SMALL AND MINORITY FIRMS AND WOMEN'S BUSINESS
ENTERPRISE. The Contractor shall take affirmative action to ensure that small, minority-owned and
women-owned businesses which have been certified by the City are utilized when possible as sources of
supplies, equipment, construction and services.
PUBLIC RECORDS. Notwithstanding anything to the contrary contained herein or within any other
document supplied to the City by the Contractor, the Contractor understands and acknowledges that the
City is a governmental entity subject to the State of Tennessee Public Records Act, and any reports, data or
other information supplied to the City regarding services performed hereunder may be subject to disclosure
as a public record in accordance with the laws of the State of Tennessee.
In the event that the City or its Representatives are required by applicable law or regulation or by
legal process to demand or disclose any information received from or created by Contractor, the City agrees
that it will and will cause its Representatives, upon the City becoming aware of such requirement or demand,
to provide Contractor with prompt notice of such requirement or demand in order to enable Contractor to seek
an appropriate protective order or other remedy, and/or to take steps to resist or narrow the scope of such
requirement (and the City will and will cause its Representatives to consult and cooperate fully with Contractor
in taking any such steps).

Notwithstanding anything contained herein to the contrary, the City is expressly empowered to demand and
disclose any and all records and documents in order to prosecute and defend any and all claims, lawsuits and
administrative proceedings filed on behalf of, or against, the City and/or its Representatives.

ORGANIZATION STATUS AND AUTHORITY. The Contractor represents and warrants that it is a
corporation, limited liability company, partnership, or other entity duly organized, validly existing and in
good standing under the laws of the state of Tennessee; it has the power and authority to own its properties
and assets and is duly qualified to carry on its business in every jurisdiction wherein such qualification is
necessary.
The execution, delivery and performance of this Agreement by the Contractor has been duly
authorized by all requisite action and will not violate any provision of law, any order of any court or other
agency of government, the organizational documents of the Contractor, any provision of any indenture,
agreement or other instrument to which the Contractor is a party, or by which the Contractor's respective

 properties or assets are bound, in conflict with, result in a breach of, or constitute (with due notice or lapse
of time or both) a default under any such indenture, agreement or other instrument, or result in the creation
or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the properties or
assets.
Each person executing this Agreement represents that: he/she is lawfully authorized to sign the
Agreement on behalf of the party he/she represents and execution of the Agreement was duly and regularly
authorized by the party's governing body.
WARRANTY. The Contractor warrants to the City that all goods/work shall be free from defects in
design and faulty or improper workmanship and shall be in strict compliance with the terms of this
Agreement. This warranty shall be effective for a period of not less than one year from the date of
acceptance by the City of such goods and/or services as satisfactorily complete, and shall be in addition to
all other warranties, express, implied or statutory. The warranty shall survive the termination or expiration
of this Agreement.
RECORDS AND AUDITS. The Contractor shall make and keep as the same accrue, full and complete
books, documents, accounting records and other evidence that specifically relate to this Agreement, in
accordance with generally accepted accounting principles. The Contractor shall retain such records, and
shall make same available to the City, upon reasonable request, during the term of this Agreement, and for
a minimum period of three (3) full years after completion of the contract obligations or from the date of
final payment under this Agreement, whichever is later. In the event any litigation, claim or audit is
instituted prior to the expiration of the required three-year retention period, such records shall be retained
until such litigation, claim or audit finding has been resolved. Copies of said records shall be furnished to
the City upon request.
Upon reasonable notice, the Contractor shall permit the City, any other governmental entity, any
agency participating in the funding of this Agreement, or any of their duly authorized representatives, to
enter the Contractor's offices, during regular business hours, to interview employees and to inspect and/or
copy said records and books of accounts together with any and all documents pertaining hereto that may be
kept, maintained or possessed by the Contractor. Reviews may also be accomplished at meetings that are
arranged at mutually agreeable times and places.
DISPUTE RESOLUTION. In the event of any dispute(s), controversy, or claim arising out of or relating
to this Agreement or the breach thereof, the parties agree that they shall first use their best efforts in an
attempt to settle the dispute through negotiations involving themselves or their representatives as they each
deem appropriate.
Any dispute concerning a question of fact in connection with this Agreement between the
Contractor and the City shall be referred in successive order for resolution, first to the City Purchasing
Agent, second to the City Attorney, and thirdly to the Mayor of the City of Memphis, whose decision
regarding same shall be final.
FORCE MAJEURE. The City shall not be deemed in default hereunder, nor shall the City be responsible
for any delay, interruption, or cessation in the performance of its obligations under this Agreement where
such failure of performance is the result of any force majeure event, including, but not limited to, acts of
God, riots, wars, strikes, epidemics, acts, governmental authorities or acts of nature or other similar cause
beyond its control.
SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective heirs, legal representatives, successors and assigns.
NOTICES. All notices and other communications required or permitted to be given hereunder shall be
written and hand delivered with signed receipt; delivered by facsimile; delivered by a nationally recognized
overnight courier; or mailed via certified U.S. mail, postage prepaid and return receipt requested. All
notices shall be deemed received and effectively given as follows: (i) if by hand delivery, on the date of

 delivery; (ii) if by fax, on the day the fax transmission is received at the receiving location and receipt is
telephonically confirmed by the sender; (iii) if by delivery via U.S. mail, on the date ofreceipt appearing on
a return receipt card; or (iv) ifby overnight courier, on the date receipt is confirmed by such courier
service. All notices must be addressed to the respective party at the following addresses or to such other
person or address as either party may designate in writing and deliver as provided herein:
To the CITY:

City of Memphis
Human Resources Division
125 N. Main Street, Room 406
Memphis, Tennessee 38103
Attn: Alexandria Smith, Chief of Human Resources
Fax: 901-576-6482
With copy, if requested,
to:

City Attorney
125 N. Main, Room 336
Memphis, TN 38103
Attn: Bruce McMullen, Chief Legal Officer/City Attorney
Fax: 901-636-6531
To the CONTRACTOR:

International Association of Chiefs of Police, Inc.
44 Canal Center Plaza, Suite 200
Alexandria, Virginia 22314
Attn: Gwen Boniface, Deputy Executive Director
Fax: 703-836-4718

NO THIRD PARTY BENEFICIARY. This Agreement is entered into solely between, and may be
enforced only by, City and Contractor. Unless otherwise specified herein, this Agreement shall not be
deemed to create any rights in third parties, including suppliers or customers of either party.
SERVICE MARKS. The Contractor agrees that it shall not, without City's prior written consent, use the
name, service mark or trademarks of the City.
NUMBER AND GENDER. Unless the context requires otherwise, (i) use of a specific gender imports the
other gender(s); and (ii) use of the singular imports the plural and vice versa.
SURVIVAL. The parties hereto acknowledge that provisions that require or contemplate performance or
observance after expiration or termination of this Agreement shall survive the expiration or termination of
this Agreement and continue in full force and effect.
DRAFTER. This Agreement is the result of arm's length negotiations between the parties and shall be
construed to have been drafted by both parties such that any ambiguities in this Agreement shall not be
construed against either party.
COUNTERPARTS. This Agreement may be signed in multiple counterparts and/or counterpart signature
pages, each of which shall be deemed an original, and all of which when taken together shall constitute one
and the same instrument. Signed signature pages may be transmitted by facsimile, and any such signature
shall have the same legal effect as an original.

 CITY LIABILITY. The City shall have no liability except as specifically provided in this Agreement.
The City, by execution of this Agreement, assumes no liability for damages caused to persons or property
by reason of Contractor providing services herein or for injury to any employee, agent or subcontractor of
the Contractor performing under this Agreement.

INDEMNIFICATION. CONTRACTOR agrees to use its good faith best efforts to cooperate with the City in the
defense of a claim made against the City or its agents, servants or employees in connection with the executive job
search contemplated hereunder, the hiring decision which results therefrom, or any other matter related thereto.
Furthermore, Contractor agrees to indemnify and hold the City harmless from and against all third party claims
brought against the City for damages or loss directly arising from the act or omission of Contractor, its agents,
servants or employees in connection with the services provided hereunder, but only to the extent such damage or
loss is found to have been the fault of Contractor, its agents, servants or employees. This obligation shall survive the
expiration or termination of this Agreement. The Contractor expressly understands and agrees that any insurance
protection required by this Agreement or otherwise provided by the Contractor shall in no way limit the Contractor's
responsibility to indemnify, defend, save and hold harmless the City or its elected or appointed officials, officers,
employees, agents, assigns, and instrumentalities as herein required.

The City reserves the right to appoint its own counsel regarding any matter defended hereunder, at its own expense.
The Contractor acknowledges that the City has no obligation to provide legal counsel or defense to the
Contractor, its employees or subcontractors in the event that a suit, claim or action of any character is
brought by any person not a party to this Agreement against the Contractor as a result of or relating to
obligations under this Agreement. The City shall have no obligation for the payment of any judgments or
the settlement of any claims asserted against the Contractor or its subcontractors or employees as a result of
or relating to the Contractor's obligations hereunder, unless such payment is ordered by a court or other adjudicatory
body, or is pursuant to a settlement agreement between the parties.
The Contractor shall immediately notify the City c/o City Attorney; 125 North Main, Suite 336; Memphis,
TN 3 8103, of any claim or suit made or filed against the Contractor or its subcontractors regarding any
matter resulting from or relating to the Contractor's obligations under this Agreement and agrees to
cooperate, assist and consult with the City in the defense or investigation thereof.
LIVING WAGE. In accordance with the City of Memphis Code of Ordinances sections 5-4u
es olding a service or servicecommonly referred to as the Living Wage Ordinance, as amended, certain
e orming work on said contract a minimum
related contract with the City of Memphis shall pay its em
hourly wage. Unless otherwise exempted, the
or agrees to follow and comply with the
requirements of said Ordin
ended. The Contractor further agrees to provide certified payrolls and
affidavits asso ·
it this Agreement, in accordance with Ordinance 5-4-17, to the City of Memphis
c/o
ger, Prevailing Wage Office; 125 N. Main St., Room IB-18; Memphis, TN 38103.
GOVERNING LAW, JURISDICTION AND VENUE. The terms and conditions of this Agreement shall be
construed in accordance with and governed by the laws of the State of Tennessee. All actions, whether sounding
in contract or in tort, relating to the validity, construction, interpretation and enforcement of this Agreement shall
be instituted and litigated in the courts of the State of Tennessee, located in Shelby County, Tennessee, without
regard to conflicts of laws principles. In accordance herewith, the parties to this Agreement submit to the jurisdiction
of the courts of the State of Tennessee located in Shelby County, Tennessee.
INSURANCE.

Contractor shall not commence any work under this contract until it has obtained and caused its subcontractors to
procure and keep in force all insurance required. Contractor shall furnish the Risk Manager a Certificate of
Insurance and/or policies attested by a duly authorized representative of the insurance carrier evidencing that the
insurance required hereunder is in effect. All insurance companies must be acceptable to the City and licensed in
the state of Tennessee.

 If any of the Insurance Requirements are non-renewed at the expiration dates, payment to Contractor may be
withheld until those requirements have been met, or at the option of the City. The City may pay the renewal
premiums and withhold such payments from any monies due Contractor.
Each certificate or policy shall require and state in writing the following clauses:
Contractor shall provide notice to the City within three (3) business days following receipt of any notice of
cancellation or material change in Contractor's insurance policy from Contractor's insurer. Such notice
shall be provided to City by registered mail, to the following addresses:

City of Memphis
Attn: Risk Management
2714 Union Extended, Suite 200
Memphis, TN 38112

City of Memphis
Attn: Purchasing Agent
125 North Main, Room 354
Memphis, TN 38103

The Certificate of Insurance shall state the following: "The City of Memphis, its officials, agents, employees and
representatives shall be named as additional insured on all liability policies." The additional insured endorsements
shall be attached to the Certificate of Insurance.
WORKERS COMPENSATION:
The Contractor shall maintain in force Workers' Compensation coverage in accordance with the Statutory
Requirements and Minimum Limits of the State of Tennessee and shall require all subcontractors to do likewise.
Employers Liability

$100,000
$500,000
$100,000

Each Accident
Disease - Policy Limit
Disease - Each Employee

AUTOMOBILE LIABILITY:
Covering owned, non-owned and hired vehicles with Minimum Limits of:
$1,000,000

Each Occurrence- Combined Single Limits

COMMERCIAL GENERAL LIABILITY:
Comprehensive General Liability Insurance, including Premises and Operations, Contractual Liability, Independent
Contractor's Liability, and Broad Form Property Damage Liability coverage with Minimum Limits of:
$2,000,000
$2,000,000
$1,000,000
$1,000,000
$ 50,000
$
5,000

PROFESSIONAL LIABILITY:

General Aggregate
Products & Completed Operations
Personal & Advertising
Each Occurrence (Bodily Injury & Property Damage)
Fire Damage any One Fire
Medical Expense any One Person

 Contractor shall maintain such coverage for at least three (3) years from the termination or expiration of this
Agreement with Minimum Limits:
$2,000,000
$2,000,000

Each Claim
Aggregate

PROPERTY INSURANCE:
Contractor shall be responsible for maintaining any and all property insurance on its own equipment and shall
require all subcontractors to do likewise. Contractor shall require all subcontractors to carry insurance as outlined
above, in case they are not protected by the policies carried by Contractor.
Contractor is required to provide copies of the insurance policies upon request.

TIME OF ACCEPTANCE. The terms of this Agreement are subject to acceptance by the City within twenty-one
(21) days of the date of execution by Contractor. Failure of the City to execute this Agreement within said twentyone (21) day period will void this Agreement, unless said twenty-one (21) day period is extended by mutual consent
of the City and Contractor and made a part of this Agreement.

IN WITNESS WHEREOF, the parties, by and through their duly authorized representatives, have executed
this Agreement, effective as of the day and year first above written.

International Association of Chiefs of Police, Inc.
By: ==-<e-=->-~"---1"""'---'-'-'~+-==----=""-'--Gwen Boniface, Deputy

Attest:

8,,U~r 3b/16
ComptrOTiefl{

 Exhibit A

The International Association of Chiefs of Police (IACP) offers the most comprehensive and
thorough police executive search process available. We take pride in working closely with the
client agency and its stakeholders during all stages of the transition process. A nationwide IACP
executive search process typically follows the work plan outlined below. However, the IACP is
always able to tailor its services to meet the needs and requirements of the client agency.

At the very outset, specific criteria will be established in cooperation with hiring officials to
define qualifications of the ideal candidate. Criteria typically include management style;
policing philosophy; minimum education; minimum level of law enforcement command
experience; demonstrated ability to work with stakeholders in pursuit of common goals;
unquestionable record of integrity; and demonstrated leadership, management, team building,
and program implementation skills.
Job Analysis. An on-site job analysis will be conducted. The analysis will produce a
comprehensive list of tasks, duties, and responsibilities for the next chief. The analysis will
specify additional critical knowledge, skills, and abilities required to perform effectively as a
police leader and manager.

The contemporary police chief is properly expected to lead. He or she is expected to
•
•
•
•
•
•
•
•
•
•

promote professional ethics and values.
foster support for the agency.
ensure that stakeholders are satisfied with police services.
establish objectives.
achieve those objectives successfully.
create and maintain an effective and motivated police force.
manage resources productively.
observe professional police principles.
function productively with external agencies.
remain accountable to the governing body.

The leadership role must be fulfilled in a way that satisfies not only the many constituencies both
inside and outside of the police agency. Failure to do so usually results in conflict, acrimony,
and :frustration. The IACP job analysis will concentrate on all of the foregoing dimensions and
requirements in the police, government, and service community settings. The result of the job

 IACP Executive Search Services

analysis is a comprehensive position profile that will guide recruitment and initial screening
efforts.
Profiling Methodology. Our profiling methodology includes interviews with a cross
section of individuals from various constituencies. These normally include elected and
appointed leaders, heads of other departments, police labor officials, members of the police
agency, and members of the community served.

Our methodology also entails an examination of factors and trends that condition the client's
policing environment. Factors and trends of significance are policing style, serious and less
serious crime, service community attitudes and complaints, police resources, staff characteristics,
urgent problems, and significant accomplishments and department assets. Prime candidates will
insist on such information when seriously considering applying for the job. The information also
enables us to appraise candidate qualifications.
The IACP concentrates heavily on discovering and, if necessary, formulating, specific goals and
objectives the new chief will be expected to achieve, problems to be solved, and innovations
sought. Our view is that the thoroughness of job profiling dictates the effectiveness of the entire
search process. Accordingly, the IACP focuses substantial attention at this initial phase of the
process.

The IACP offers unparalleled reach into the law enforcement community and will leverage our
considerable avenues of information transfer to support the client's recruitment effort. Specific
examples include:
Promotional Recruitment Brochure. The IACP will develop and distribute a full-color
recruitment brochure describing the position, the hiring agency, and the jurisdiction designed to
elicit responses from the best possible applicants. This brochure will be converted into a full
page advertisement for publication in the IACP's monthly magazine, Police Chief, contingent
upon the magazine's production schedule.
The IACP Network. Using our nationwide network of governmental and police
executives, the IACP will proactively search for (cold source) ideal candidates. The IACP will
discuss this position with individuals across the country whose professional judgment is
respected and solicit their recommendations. The IACP is uniquely qualified through its position
in the law enforcement community to identify and recruit the most dynamic and highly qualified
law enforcement executives.
Internet and Email. An ad will be prominently posted on www.DiscoverPolicing.org,
the official career center of the IACP and an award-winning police recruitment website. In
addition, awareness of the job will be promoted through a series of email notices sent directly to
IACP members, including prominent placement in the IACP News biweekly e-newsletter with a

2

 IACP Executive Search Services

distribution of 33,500. Finally, the announcement will be shared through the IACP's social
media outlets, including Facebook and Twitter with a combined following of 20,000+.

Diversity Recruitment. We will provide notices to and solicit candidate
recommendations from diversity-oriented groups like the National Organization of Black Law
Enforcement Executives, the Hispanic American Command Officers Association, the National
Center for Women and Policing, and the National Association of Women Law Enforcement
Executives. The IACP understands the importance of diversity and works hard to ensure an
inclusive recruitment process.

Resume Receipt and Review. The IACP will acknowledge receipt of application
materials from candidates and conduct an initial review of all resumes and cover letters.
Applicants are be categorized based on their basic qualifications relative to the needs of the
department as identified through the job analysis. Evaluation factors will include:
•
•
•
•
•
•

Experience as a chief or at a command level, including consideration of breadth and
depth of experience.
Patterns of employment, including frequency of job changes and gaps in employment.
Experience in an agency or environment similar to the client agency.
Demonstrated record of accomplishments in areas of specific relevance to the client.
Evidence of formal education and specialized leadership training such as the FBI
National Academy.
Written communication skill and the extent to which the candidate expresses an
understanding of the department and is able to present and correlate his or her
qualification to the needs of the agency.

This initial review process will involve independent ratings by multiple evaluators and will
identify the best candidates (approximately 10-20 semifinalists) for initial screening.

Semifinalist Screening. Initial screening will involve internet checks and structured
telephone interviews tailored to the agency's job. We have found that at this stage, thorough
questioning of the candidate and an internet search provide adequate information to form an
accurate picture of the candidate's history. Based on the results of the initial screening, the IACP
will recommend a group (approximately six) of the most highly qualified candidates for further
on-site evaluation. Brief dossiers on each recommended fmalist will be provided summarizing
the candidate's resume and the results of the telephone interviews. The IACP will confer with
agency officials to review the results of the semifmalist screening and discuss the recommended
fmalists.
Finalist Evaluation. The IACP will assist with evaluation of the fmalists, including
development of an interview process, scheduling, coordination of fmalist travel arrangements,
and on-site administration. The IACP recommends an independent structured interview process

3

 IACP Executive Search Services

with IACP-trained law enforcement interviewers, augmented by one or more client interview
panels. For the IACP interview, we will develop interview questions designed to reveal
comparative strengths and weaknesses of the finalists and the best match among candidates and
the job. Questions are based on the job analysis as well as knowledge of the department and its
policing environment. The IACP panel runs parallel to any interviews planned by the hiring
authority. The IACP will schedule, coordinate, and facilitate the interview process, including
arrangement of candidate travel, and will assist in question development for the agency panel as
needed.
Assessment Center Option. At your option, an assessment center will be conducted to evaluate
the managerial and administrative capabilities of the final group of six candidates. In an
assessment center, candidates participate in a series of individual and group exercises that
simulate critical aspects of the target job. Trained assessors observe each candidate's
performance and evaluate their behavior on predefined dimensions that relate to success in the
specific job in question

Selection. Immediately following the evaluation process, the IACP search team will
facilitate a meeting between IACP subject matter experts and agency selection officials.
Candidate strengths and weaknesses, as revealed by all efforts undertaken, will be documented
and discussed at length with participants in all panels sharing their observations and feedback.
Following this intense dialogue, clients are generally prepared to make a well informed hiring
decision at the conclusion of this meeting. IACP will notify non-selected candidates at
appropriate stages in the process.
On-site Background Investigation. Our experienced investigators will conduct a
thorough on-site background investigation of the selected candidate. A candidate's current
supervisor and subordinates, leaders in the community, labor representatives, and others who
know the candidate will be contacted and interviewed at length. Records concerning civil suits,
fmancial status, driving history, etc., will be obtained. The entire career of the candidate is
considered and controversies in previous jobs are investigated as necessary.

The typical executive search can be completed within four to six months. While this time frame
was designed to produce work that meets IACP quality standards, we are happy to work to
accommodate individual agency needs. The following table outlines the major activities of an
IACP search and the estimated time:frame to complete each.

4

 IACP Executive Search Services

Activity

Estimated Timeframe

-

Contract Execution
Onsite Visit - Job/Candidate Profile

2 weeks of contract execution

Open Job; Begin Recruitment Marketing and
Advertising

Immediately following on-site;
continue for 30 - 60 days

Review resumes, make first cut

2 weeks after job closes

Conduct initial screening I phone interviews;
select finalists;
Deliver finalist dossiers
Develop interview questions or assessment
exercises;
Schedule and conduct on-site evaluation for
finalists.
Conduct background on candidate; Negotiate
offer

2 weeks after making first cut

2.5 weeks after phone interviews

2 weeks after on-site interviews

The IACP is a non-profit 50lc(3) corporation, chartered in the District of Columbia and
headquartered in Alexandria, Virginia. The IACP is the world's leading association of law
enforcement executives with over 25,000 members in over 100 countries. Headquarters staff
comprises approximately 100 professionals engaged in a variety of activities, from grant
management and research to training and technical assistance. The association's mission is
simple: to serve the police leaders of today and develop the leaders of tomorrow. Assisting
agencies with the identification and placement of that leadership helps us attain that goal. The
IACP differs from private firms who are in the business of offering executive search services.
We are motivated by our commitment to improving law enforcement leadership and
professionalism across the country. Further, we concentrate our efforts exclusively on police and
law enforcement matters. We do not diffuse our interests and capacities.
Since the association began its program of field consulting in 1935, it has conducted hundreds of
management surveys, technical assistance projects, staff studies, planning projects, and has
provided contract training and testing services for jurisdictions of all sizes and types. The
IACP's Executive Search Service was established in 1986 in response to urgings of local
government officials, chiefs, and potential chiefs. Since that time, the same veteran team of
resident professional staff and associate consultants has assisted scores of police organizations
with the important task of identifying future leadership. Project team resumes are available upon
request.

5

 IACP Executive Search Services

PROJECT TEAM

The IACP executive search project team is composed of resident professional staff and associate
consultants - outside experts who routinely assist our professional staff. Each member of the
team has special expertise in the executive search and assessment center processes. They work
together successfully, making this a well-integrated, smoothly functioning veteran team.
•

Kim Kohlhepp (M.A.) will serve as project manager for the
search project. As Deputy Director of IACP's Training and
Professional Services Directorate, Mr. Kohlhepp is responsible
for the design and administration of promotional tests,
assessment centers, and the selection of police chiefs. In this
capacity, he has served hundreds of federal, state, and local law
enforcement agencies. He annually manages and lectures at the
IACP's Assessment Center Workshop and is coordinator of the
IACP Psychological Services and Police Physicians Sections. He
is an editorial advisor for Police Chief Magazine and manages
IACP's award-winning www.DiscoverPolicing.org career center. Mr. Kohlhepp has
earned a Master of Arts degree in industrial/organizational psychology at the University
of Nebraska at Omaha, where he previously served as an instructor. Project Role: Project
management; process development and administration.

•

Mitchell Weinzetl (Ed. D.) joined the IACP in 2015, as a Senior
Program Manager in the Training and Professional Services
Division. In this role, Dr. Weinzetl manages and oversees the
association's professional services portfolio to include
management studies, staffing studies, and other technical
assistance engagements. Dr. Weinzetl previously served as an
Assistant Professor and Director of the Public Safety Executive
Leadership Master's program in the school of Criminal Justice
Studies at St. Cloud State University in Minnesota. Dr. Weinzetl
retired from public service in 2014 with over twenty-six years of
policing experience, including twenty years of formal leadership
experience, seventeen of which were as a chief of police. He
holds a Doctorate Degree in Higher Education and Adult Leaming, a Master's Degree in
Organizational Management, a Bachelor's Degree in Organizational Management and
Communication, and Associate of Applied Science Degree in law enforcement. Dr.
Weinzetl is a lifelong learner and educator and he has instructed hundreds of police
officers and police executives in the areas of supervision, leadership development, and a
variety of policing skills. Dr. Weinzetl has served on several boards of directors on a
local, state, and federal level. He is a past president of the Minnesota Chiefs of Police
Association, and he is the author of Acting Out - Outlining Specific Behaviors and
Actions for Effective Leadership, as well as several journal articles. Dr. Weinzetl has
been a presenter at the IACP annual conference and he served as an adjunct faculty
member for the International Association of Chiefs of Police Leading by Legacy program

6

 IACP Executive Search Services

for five years.
administration.

Project Role: Project management; process development and

•

Jessie Lee (Ph.D.), is a lead assessor and field consultant with
the IACP supporting the association's professional services,
including selection processes for agency chief executives and
senior management officers. Dr. Lee recently transitioned from
three years of full time service with the IACP in this capacity.
Previously, for I 0 years he served as Executive Director of
NOBLE, the National Organization of Black Law Enforcement
Executives, a 3,800 member professional association which,
among many other activities, conducts law enforcement
management and policy evaluations. Pertinent experience
includes 20 years with the Delaware River Port Authority, rising
to Operations Commander. Dr. Lee is a graduate of the FBI
l ·-·--··---------·-'---National Academy and the Northwestern University Staff and
Command College. Project Role: candidate screening; process development and
administration

•

Joseph C. Blackburn (M.B.A.), has over 35 years of
comprehensive experience in law enforcement management at the state and local level. Chief Blackburn has been an assessor
and senior field associate for the IACP Professional Services in
management studies and selection processes for agency chief executives. Chief Blackburn retired from the Pennsylvania
State Police after serving in every rank from Trooper to
Lieutenant Colonel. He also served as Chief of Police in a
suburban community and Pennsylvania's third largest city.
Blackbum has been an adjunct instructor for the Northwestern
University Center for Public Safety and the Penn State Justice
and Safety Institute. He has conducted assessments of the administrative and
management practices of the national police of El Salvador and Honduras for the
Department of Justice, and conducted studies and managed projects related to the Police
Transformation Project in the Republic of Trinidad & Tobago. Project Role: candidate
screening; process development and administration.

7

 IACP Executive Search Services

The IACP has assisted scores of agencies in their search and assessment of new chief executives.
Below is a sampling of our recent clients.
AGENCY

CONTACT PERSON

Rutland, VT

Larry Jensen
Chair, Police Commission
City of Rutland
7 Tuttle Meadow Drive
Rutland, VT 05701
(802) 755-6526
lgjensen@aol.com

Population: 16,500

Frederick, MD
Population: 67 ,000

Greenville, NC
Population: 90,000

Henderson, KY
Population: 28,000

Sykesville, MD
Population: 4,500

Shawn Ross
Director of Human Resources
City of Frederick
101 North Court Street
Frederick:, MD 21701
(301) 600-1879
sross@cityoffrederick.com
Barbara Lipscomb
City Manager
City of Greenville
200 W. Fifth St
Greenville, NC 27834
(252) 329-4642
blipscomb@greenvillenc.gov
Connie Galloway
HR Director
City of Henderson
222 First St
Henderson, KY 42420
(270) 831-1200 ext. 2204
cfgalloway@cityofhendersonky.org
Dawn Ashbacher
Town Manager
Town of Sykesville
754 7 Main Street
Sykesville, MD 21784
(410) 795-6390
dashbacher@sykesville.net

8

NATURE OF SERVICE
COMPLETION DATE
Comprehensive executive search
for police chief
September 2015
July 2012

Comprehensive executive search
for police chief
July 2015

Comprehensive executive search
for police chief
July 2015
November 2012
April 2006

Police chief assessment center
April 2014
March2007

Comprehensive executive search
for police chief
December 2013

 IACP Executive Search Services

AGENCY

CONTACT PERSON

New Smyrna Beach

Carol Hargy
Human Resources Director
City of New Smyrna Beach
210 Sams Avenue
New Smyrna Beach, FL 32168
(386) 424-2111
chargy@cityofnsb.com

FL
Population: 25,000

Washington
Metropolitan Transit
Authority

National Railroad
Passenger Corporation
(Amtrak)

Delaware River
& Bay Authority
Transit system

West Palm Beach, FL
Population: 101,000

NATURE OF SERVICE
COMPLETION DATE
Comprehensive executive search
for police chief
April 2013

Rod Dones
Talent Acquisitions Manager
WMATA
600 Fifth St, NW, 7th floor
Washington, D.C. 20001
(202) 962-9819 ext 29819
rdones@wmata.com

Comprehensive executive search
for police chief

Barry Melnkovic
Chief Human Capital Officer
Human Resources, Diversity Initiatives
Labor Administration
National Railroad Passenger
Corporation
60 Massachusetts Avenue, NE
Washington, DC 20002
(202) 906-2216
barry.melnkovic@amtrak.com

Comprehensive executive search
for police chief

March 2013

October 2012

Comprehensive executive search
for police chief

Charlotte L. Crowell
Chief HR Officer
Delaware River & Bay
Authority
New Castle, DE 19720
(302) 571-6397

August 2012 - Deputy Police
Administrator
July 2010 - Police Chief

Patrick J. Cooney
Director of Human Resources
City of West Palm Beach
401 Clematis Street
West Palm Beach, FL 33407
(561) 494-1006
pcooney@wpb.org

9

Comprehensive executive search
for police chief
May2012

 IACP Executive Search Services

The IACP prices its professional services on a fixed fee for service basis. Below are the
proposed fees associated with providing the services described herein to your organization. The
IACP is always ready to tailor its services to your agency's needs and financial abilities. The
proposed price can be adjusted, therefore, to accommodate variations in scope of services, either
greater or lesser.
COST
$40,000 plus travel expenses

PROFESSIONAL SERVICES
Comprehensive Executive Search Flat Fee
(includes Structured Interview and on-site
background investigation offinalist)
ADDITIONAL COSTS
Interviewer/Assessor Honoraria

$3,600 maximum
($400/day x 3 assessors x 3 days).
May be less if regional assessors will serve as a
fJ!O~ssional courtesy.

Candidate and Interviewer Travel

Variable
IACP will coordinate travel arrangements with
expenses reimbursed by your agency if incurred
bytheIACP.

Assessment Center (optional)

$5,000

The flat fee outlined above is inclusive of all developmental and administrative costs except
travel expenses and assessor honoraria. Travel for IACP staff and consultants, assessors, and
candidates are not included and will be paid directly by your agency or reimbursed if incurred
by the IACP. Interviewer/assessor honoraria (if any) are also not included in the proposed
costs and will be the responsibility of your agency.
Generally, one half of the fixed fee is billed upon contract initiation. The remainder of the fixed
fee and reimbursable expenses are billed upon project completion. This customary arrangement
is subject to negotiation.

10

 IACP Executive Search Services

Kim Kohlhepp

Deputy Director, Training and Professional Services
International Association of Chiefs of Police

44 Canal Center Plaze, Suite 200
Alexandria, VA 22314
kohlheppk@theiacp.org
Direct: 703-647-7237
Main line: 800-THE-IACP

11

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DATE (MM/DDIYYYY)

2/24/2016

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REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
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~/l/2017

E.L EACH ACCIDENT

jECN00003394l50l

6/25/2015 '6/25/2016

$

l,000,000

E.L DISEASE - EA EMPLOYE!j $

l,000,000

E.L DISEASE - POLICY LIMIT $

l,000,000

$2,000,000 limit

Aggregate

DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required)
Those usual to the Insured's Operation.
See supplemental page

CANCELLATION

CERTIFICATE HOLDER

City of Memphis
Human Resources Division
Attn: Alexandria Smith
125 N. Main St, Rm 406
38103
Memphis, TN
ACORD 25 (2010/05)
INS025 l?n1nos1 n1

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
AUTHORIZED REPRESENTATIVE

Lorraine Tallman/LT

~7-~

--

© 1988-2010 ACORD CORPORATION. All rights reserved.
Th<>

.a.r.ni;rn nS1mA <1nrl lnnn <1rA rAnictArArl m<1rl<c: nf .a.r.ni;rn

 -----------~······--

-

COMMENTS/REMARKS
ADDITIONAL CERTHOLDER TEXT:

The following is added as an Additional Insured for General Liability and Automobile
Liablity subject to the policy terms but only with respect to work performed by the
insured when required by written contract or permit on the effective date of services.
Additional Insured: City of Memphis

OFREMARK

COPYRIGHT 2000, AMS SERVICES INC.

 Exhibit 2

From: Madden, Ursula [mailto:ursula.madden@memphistn.gov] 
Sent: Monday, June 13, 2016 11:33 AM
To: Poe, Ryan <poe@commercialappeal.com>
Subject: Re: Police director applicaUons
Ryan,
IACP is handling the applicaUon process for  the City, so we do not have them in our possession and will not
be giving them out for media to review.
Ursula
Sent from my iPhone
On Jun 13, 2016, at 10:50 AM, Poe, Ryan <poe@commercialappeal.com> wrote:
Hey, Ursula. Thanks for inviUng me to the MWBE team meeUng today. Sounds like there are lots
of interesUng ideas being considered.
I was wondering: Do you have an ETA on when I could get those police director applicaUons I
requested late last week? Seems like there’s growing momentum to end the search and hire
Rallings a_er recent events.
Also, do you have Ume to grab lunch/coffee someUme soon – maybe next week? No topic in
mind, although I may run a few ideas for stories by you.
Thanks for ledng me know,
Ryan Poe   Reporter

Memphis government & politics
InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

<image001.jpg>

Page 1 of 1

 From: Madden, Ursula [mailto:ursula.madden@memphistn.gov] 
Sent: Monday, June 20, 2016 12:26 PM
To: Poe, Ryan <poe@commercialappeal.com>
Subject: RE: EsTmated FOIA due date
Hi Ryan,
Sorry, we don’t have any documents  responsive to your request.
Thanks,
Ursula

From: Poe, Ryan [mailto:poe@commercialappeal.com]
Sent: Monday, June 20, 2016 11:30 AM
To: Madden, Ursula
Cc: Communications
Subject: Estimated FOIA due date

Ursula, I wanted to follow up on a quesTon I asked Friday: Could you give me an esTmated Tme when my
request for the director applicants will be fulfilled? It didn’t sound like it would be, but I got a noTce saying
more Tme was needed, but that didn’t provide the usual esTmated compleTon date. The city is actually
required by open records law -- see 10-7-503(b)(iii) -- to provide an esTmated Tme.
 
Thanks,
 
Ryan Poe   Reporter
Memphis government & politics

InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

 

Page 1 of 1

 From: Poe, Ryan 
Sent: Monday, June 13, 2016 1:19 PM
To: 'guy@theiacp.org' <guy@theiacp.org>
Subject: Memphis director search
Hey, Sarah. As I menSoned in my voicemail message just now, I’m trying to get the police director applicaSons
received by the IACP on behalf of the city of Memphis. That informaSon is public (see below for legal details),
and I was told by city spokeswoman Ursula Madden (901-302-0316, ursula.madden@memphistn.gov) that
IACP – and not the city – has the applicaSons. Even so, IACP is sSll responsible for providing those, either to
me directly or via the city.
Could you help me out? I’m primarily interested in the finalists, if any have been selected yet, but would like
to receive all applicaSons if not.
Thanks,
Ryan Poe   Reporter

Memphis government & politics
InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

___
From The Commercial Appeal’s aaorney, Lucian Pera:
Just about the oldest case under the Tennessee Public Records Act (Board of EducaSon v. Memphis Publishing
Co., 585 S.W.2d 629 (1979) (aaached)), held that job applicaSons for the schools superintendent posiSon in
the hands of the school board were public record. There’s just no doubt that job applicaSons for the police
director posiSon (or any other documents such as email and the like about that search) are pubic records in

Page 1 of 2

 the hands of the City. The current Aaorney General reaffirmed that posiSon in May 4, 2016, opinion (Tenn.
Op. Aay. Gen. No. 16-16 (May 4, 2016) (aaached)).
 
For many years, documents that would be public records in the City’s hands have been held to be public
records when they were in the hands of the City’s agents. For example, in the case about Beale Street tenant
subleases – that is, the leases by which the bars and other merchants on Beale Street once leased their
premises (all of which is City property) from Beale Street Development Corp. (BSDC leased the property
directly from the City) were public records. And, the courts ruled, any ciSzen could have access to them as
public records even when they were in the hands of private agents of the city – there, John Elkington’s private
, for-profit company that was the City’s leasing agent and Brad Foster, an assistant City Aaorney who worked
on the subleases for the City and had copies. That’s CreaSve Restaurants, Inc. v. City of Memphis, 795 S.W.2d
672 (Tenn. Ct. App. 1990).
 
The Tennessee Supreme Court extended that logic in the Cherokee decision (Memphis Publ'g Co. v. Cherokee
Children & Family Servs., Inc., 87 S.W.3d 67 (Tenn. 2002)) which said that the records of private enSSes were
the “funcSonal equivalent” of government were public records. It’s hard to imagine a more clearly
government funcSon than hiring a police director, so any search firm or other ouoit hired to do that funcSon
for the City would clearly fall under Cherokee. The May 2016 AG opinion also makes that clear in the context
of a school board’s use of a private search firm to find a new superintendent. There, the opinion specifically
menSons the use of the Tennessee School Boards AssociaSon or the Tennessee OrganizaSon of School Board
Superintendents to perform this funcSon.
 
I cannot imagine that the City’s use of the IACP would not be treated the same way by any court.
 
Best,
 
Lucian
 
Lucian T. Pera
Partner

6075 Poplar Avenue, Suite 700   Memphis, TN 38119
main 901.525.3234   direct 901.524.5278   mobile 901.606.4948
efax 901.524.5378   fax 901.524.5419

lucian.pera@arlaw.com
website bio vCard map

 

Page 2 of 2

 Exhibit 3

Attorneys at Law

June 23, 2016
BY EMAIL and U.S. MAIL
Bruce A. McMullen, Esq.
City Attorney
City of Memphis
125 N. Main St. Room 336
Memphis, TN 38103

Alabama
Florida
Louisiana
Mississippi
South Carolina
Tennessee
Texas
Washington, DC
Lucian T. Pera
Direct: 901.524.5278
E-Fax: 901.524.5378
lucian.pera@arlaw.com

Ms. Gwen Boniface
Deputy Executive Director
International Association of Chiefs of Police, Inc.
44 Canal Center Plaza, Suite 200
Alexandria, VA 22314
Re:

Outstanding Request for Records under Tennessee Public Records Act –
Applications for Director of Memphis Police Department

Dear Mr. McMullen and Ms. Boniface:
Our firm represents Memphis Publishing Company, the publisher of The Commercial
Appeal, Memphis’ daily newspaper.
Our reporter, Ryan Poe, has requested from each of your organizations, the City of
Memphis and the International Association of Chiefs of Police (“IACP”), copies of all
applications made for the position of Director of the Memphis Police Department. Copies of
these two public records requests are attached.
Our reporter is entitled to access to these documents, which are clearly public records
under the Tennessee Public Records Act, Tenn. Code Ann. § 10-7-503(a) and (f). I write today to
re-confirm those outstanding requests, to request once more that you honor them, and to inform
you that my client intends to bring suit under the Act if copies of these applications are not
made available to my client by Friday, June 24, 2016, at 5:00 p.m.
We understand that the City of Memphis has contracted with the International
Association of Chiefs of Police for certain recruiting services in connection with the City search
for a new police director. The Professional Services Agreement includes a Public Records
provision stating IACP’s understanding that the City is “a governmental entity subject to the
State of Tennessee Public Records Act,” and that the City is entitled to “demand and disclose
any and all records and documents” under the Agreement. The proposal to the City attached to
the Professional Services Agreement describes a “Resume Receipt and Review” process, which

Crescent Center   6075 Poplar Avenue, Suite 700   Memphis, Tennessee 38119   901.525.3234   Fax 901.524.5419

 Bruce A. McMullen, Esq.
Ms. Gwen Boniface
June 23, 2016
Page 2

includes the collection of application materials including resumes from applicants for the
position. According to the proposal, the best 10-20 candidates will then be chosen for
“Semifinalist Screening,” and then approximately six finalists are selected and presented to the
City.
Under well-settled Tennessee law, all of these applications (not just the finalists selected
by IACP), are public records subject to the access requirements of the Act, whether in the City’s
hands or in the hands of an agent of the City.
First, under the Tennessee Supreme Court’s 2002 decision in Memphis Publ'g Co. v.
Cherokee Children & Family Servs., Inc., 87 S.W.3d 67 (Tenn. 2002), the IACP is, for purposes
of its contracted work in recruiting a new Memphis police director, the “functional equivalent”
of a government agency. Thus, all of its records concerning this work are public records subject
to the access requirement of the Act. To be clear, however, the public record request at issue here
seeks only any applications, including resumes, submitted for the position of Memphis police
director.
The Cherokee decision held that records in the hands of a private, non-governmental, notfor-profit corporation were public records because that company was the “functional equivalent”
of government. That company had contracted with the Tennessee Department of Human
Services to perform certain functions related to government-subsidized child care services in
Shelby County. Before that contract, the services at issue in Cherokee had been performed by
TDHS; after the contract was terminated, those services were again performed by TDHS. If the
governmental functions outsourced by TDHS led to the private company in Cherokee being
found to be the “functional equivalent” of a government agency, then the recruitment and
selection of applicants, semifinalists and finalists for the position of director of the Memphis
Police Department are certainly governmental functions now being performed by a private
organization, and that organization should be considered the “functional equivalent” of
government.
There can simply be no doubt that applications for the critical public position of police
director of a city police department are public records. The very first reported decision under the
Act held that applications and personnel files of applicants for the position of superintendent of
the Memphis City Schools were public records. See Board of Education v. Memphis Publishing
Co., 585 S.W.2d 629 (Tenn. 1979).
Further, they are public records whether in the hands of the City or its agent, even if that
agent is a private organization whose records are not otherwise subject to the Act. The Cherokee
decision was only the culmination of a long line of Tennessee decisions squarely holding that
public records in the hands of agents of a Tennessee governmental entity are public records,
whether in the hands of government employees or private agents. For example, in Creative
Restaurants, Inc. v. City of Memphis, 795 S.W.2d 672 (Tenn. Ct. App. 1990), subleases of public
property in the Beale Street Historic District were held to be public records subject to the access

 Bruce A. McMullen, Esq.
Ms. Gwen Boniface
June 23, 2016
Page 3

requirement of the Act, even though they were not in the City’s direct possession, but in the
possession of two different agents of the city – the City’s leasing agent contracted to lease that
public property to bars, restaurants, nightclubs, and other businesses, and an assistant City
attorney engaged to do legal work for the City concerning the subleases. These records were
public records in the hands of these agents, even though the leasing agent was a privately-owned
for-profit company and the assistant City attorney was a lawyer in private practice with a private
law firm contracted to do City legal work. Regardless of the application of Cherokee, the
applications at issue here are public records in the hands of the IACP under Creative Restaurants
and other similar precedent.
A brief review of other states’ treatment of the “functional equivalent” test demonstrates
further support for this position. For example, in State ex. rel. Gannett Satellite Info. Network v.
Shirey, 678 N.E.2d 557 (Ohio 1997), the City of Cincinnati contracted with a private consultant
to assist the city in hiring a safety director. While the consultant agreed to provide the city with a
list of final applicants, all other applications and resumes collected would remain the sole
property of the private consultant and would not be subject to public review. The Ohio Supreme
Court determined that all of the application documents, not just those of the finalists, were
subject to disclosure under Ohio’s public records act, noting that had the city undertaken the task
without hiring the private consultant, the records would have been subject to disclosure. The
court concluded that the city could not circumvent the public records laws by contracting with a
private company, further stating “to hold otherwise, governmental entities could conceal
information concerning the hiring of important public officials from the public by merely
delegating this uniquely public duty to a private entity.”
Second, and independently, the very language of the Act itself make clear that these
applications are public records, no matter whose hands they are in. The Act provides:
All records, employment applications, credentials and similar documents
obtained by any person in conjunction with an employment search for a director of
schools or any chief public administrative officer shall at all times, during business
hours, be open for personal inspection by any citizen of Tennessee, and those in charge of
such records shall not refuse such right of inspection to any citizen, unless otherwise
provided by state law. For the purposes of this subsection (f), the term “person” includes
a natural person, corporation, firm, company, association or any other business entity.
Tenn. Code Ann. § 10-7-503(f) (emphasis added). With respect to school superintendents, the
Tennessee Attorney General has very recently made clear that this statute requires that records of
independent, private groups hired by Tennessee school boards to recruit new superintendents are
public records. Tenn. Op. Att’y Gen. No. 16-16, 2016 WL 2764126 (May 4, 2016). The Attorney
General specifically opined that such records in the hands of the Tennessee School Boards
Association and the Tennessee Association of School Superintendents, when hired for this
purpose, were public records. But the coverage of the statute is far broader than school
superintendents, expressly covering “any chief public administrative officer.” The director of the

 Bruce A. McMullen, Esq.
Ms. Gwen Boniface
June 23, 2016
Page 4

Memphis Police Department – in effect, the chief executive officer commanding the entire City
police department – is just such a “chief public administrative officer.”
These applications are public records, and both of your organizations bear legal
responsibility for making them available under the Tennessee Public Records Act.
The Tennessee Public Records Act requires that the custodian of public records promptly
make public records available “at all times during business hours.” Tenn. Code Ann. § 10-73(A)(2)(A) and (f). Further, should your organization fail or refuse to produce these requested
records, we will pursue all of our client’s legal remedies, including seeking our client’s attorney
fees and expenses, on the grounds that these records are public and that your organizations knew
that they were public and willfully refused to disclose them. See Tenn. Code Ann. § 10-7-505(g).
Do note that the fees provision of the Act expressly authorizes an award of fees and expenses
against an agent of the City.
We do hope to hear from you each before Friday, June 24, 2016, at 5:00 p.m., so as to
avoid the necessity for legal action.
Thank you for your consideration.
Very truly yours,

Lucian T. Pera

 From: Madden, Ursula [mailto:ursula.madden@memphistn.gov] 
Sent: Monday, June 13, 2016 11:33 AM
To: Poe, Ryan <poe@commercialappeal.com>
Subject: Re: Police director applicaUons
Ryan,
IACP is handling the applicaUon process for  the City, so we do not have them in our possession and will not
be giving them out for media to review.
Ursula
Sent from my iPhone
On Jun 13, 2016, at 10:50 AM, Poe, Ryan <poe@commercialappeal.com> wrote:
Hey, Ursula. Thanks for inviUng me to the MWBE team meeUng today. Sounds like there are lots
of interesUng ideas being considered.
I was wondering: Do you have an ETA on when I could get those police director applicaUons I
requested late last week? Seems like there’s growing momentum to end the search and hire
Rallings a_er recent events.
Also, do you have Ume to grab lunch/coffee someUme soon – maybe next week? No topic in
mind, although I may run a few ideas for stories by you.
Thanks for ledng me know,
Ryan Poe   Reporter

Memphis government & politics
InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

<image001.jpg>

Page 1 of 1

 From: Madden, Ursula [mailto:ursula.madden@memphistn.gov] 
Sent: Monday, June 20, 2016 12:26 PM
To: Poe, Ryan <poe@commercialappeal.com>
Subject: RE: EsTmated FOIA due date
Hi Ryan,
Sorry, we don’t have any documents  responsive to your request.
Thanks,
Ursula

From: Poe, Ryan [mailto:poe@commercialappeal.com]
Sent: Monday, June 20, 2016 11:30 AM
To: Madden, Ursula
Cc: Communications
Subject: Estimated FOIA due date

Ursula, I wanted to follow up on a quesTon I asked Friday: Could you give me an esTmated Tme when my
request for the director applicants will be fulfilled? It didn’t sound like it would be, but I got a noTce saying
more Tme was needed, but that didn’t provide the usual esTmated compleTon date. The city is actually
required by open records law -- see 10-7-503(b)(iii) -- to provide an esTmated Tme.
 
Thanks,
 
Ryan Poe   Reporter
Memphis government & politics

InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

 

Page 1 of 1

 From: Poe, Ryan 
Sent: Monday, June 13, 2016 1:19 PM
To: 'guy@theiacp.org' <guy@theiacp.org>
Subject: Memphis director search
Hey, Sarah. As I menSoned in my voicemail message just now, I’m trying to get the police director applicaSons
received by the IACP on behalf of the city of Memphis. That informaSon is public (see below for legal details),
and I was told by city spokeswoman Ursula Madden (901-302-0316, ursula.madden@memphistn.gov) that
IACP – and not the city – has the applicaSons. Even so, IACP is sSll responsible for providing those, either to
me directly or via the city.
Could you help me out? I’m primarily interested in the finalists, if any have been selected yet, but would like
to receive all applicaSons if not.
Thanks,
Ryan Poe   Reporter

Memphis government & politics
InforMemphis   politics & policy team
901-268-5074 (cell)
poe@commercialappeal.com
Follow me on Twitter: @ryanpoe

___
From The Commercial Appeal’s aaorney, Lucian Pera:
Just about the oldest case under the Tennessee Public Records Act (Board of EducaSon v. Memphis Publishing
Co., 585 S.W.2d 629 (1979) (aaached)), held that job applicaSons for the schools superintendent posiSon in
the hands of the school board were public record. There’s just no doubt that job applicaSons for the police
director posiSon (or any other documents such as email and the like about that search) are pubic records in

Page 1 of 2

 the hands of the City. The current Aaorney General reaffirmed that posiSon in May 4, 2016, opinion (Tenn.
Op. Aay. Gen. No. 16-16 (May 4, 2016) (aaached)).
 
For many years, documents that would be public records in the City’s hands have been held to be public
records when they were in the hands of the City’s agents. For example, in the case about Beale Street tenant
subleases – that is, the leases by which the bars and other merchants on Beale Street once leased their
premises (all of which is City property) from Beale Street Development Corp. (BSDC leased the property
directly from the City) were public records. And, the courts ruled, any ciSzen could have access to them as
public records even when they were in the hands of private agents of the city – there, John Elkington’s private
, for-profit company that was the City’s leasing agent and Brad Foster, an assistant City Aaorney who worked
on the subleases for the City and had copies. That’s CreaSve Restaurants, Inc. v. City of Memphis, 795 S.W.2d
672 (Tenn. Ct. App. 1990).
 
The Tennessee Supreme Court extended that logic in the Cherokee decision (Memphis Publ'g Co. v. Cherokee
Children & Family Servs., Inc., 87 S.W.3d 67 (Tenn. 2002)) which said that the records of private enSSes were
the “funcSonal equivalent” of government were public records. It’s hard to imagine a more clearly
government funcSon than hiring a police director, so any search firm or other ouoit hired to do that funcSon
for the City would clearly fall under Cherokee. The May 2016 AG opinion also makes that clear in the context
of a school board’s use of a private search firm to find a new superintendent. There, the opinion specifically
menSons the use of the Tennessee School Boards AssociaSon or the Tennessee OrganizaSon of School Board
Superintendents to perform this funcSon.
 
I cannot imagine that the City’s use of the IACP would not be treated the same way by any court.
 
Best,
 
Lucian
 
Lucian T. Pera
Partner

6075 Poplar Avenue, Suite 700   Memphis, TN 38119
main 901.525.3234   direct 901.524.5278   mobile 901.606.4948
efax 901.524.5378   fax 901.524.5419

lucian.pera@arlaw.com
website bio vCard map

 

Page 2 of 2