About Those NDAs - How Could the Mayor Not Know?

“There was NDAs that were signed, and you better hear me, and you better hear me loud and clear.”

The xAI files

Every essay in this series is pinned to a question on the board at rachelandthecity.com/the-xai-files.

That’s Councilwoman Yolanda Cooper-Sutton at the Memphis City Council on October 6th. A minute later she asked – “Now, where’s the contract that was signed with the NDA? What have they said behind the door that we don’t know?”

Well – I found part of the answer.

An NDA is a nondisclosure agreement – basically a contract that says you won’t talk.

In my October 10th essay I told you Forbes reported in 2024 that the Greater Memphis Chamber offered a group of law enforcement agencies a tour of xAI’s new building on one condition – that they sign NDAs with xAI’s property company, CTC Property. Forbes also reported that Memphis Police and the Shelby County Sheriff’s Office both delivered signed ones – and I’d asked both of them for their copies.

On October 8th, the Sheriff’s Office answered in one line – “There are no records responsive to your request.” I wrote back that same day and pointed them to the Forbes story.

On October 16th, the answer changed – “I apologize. The attached e-mail is the only document pertaining to the areas you requested.”

It was twelve pages of emails from May and June of 2024. There’s no signed NDA anywhere in them – but they show exactly who was asked to sign one, and who said they would.

The chain starts on May 10th, 2024, with an email from Gwyn Fisher, the Chamber’s chief economic development officer. She thanks everyone “for joining us to meet our newest Memphis company,” attaches the company’s NDA, and asks them to sign it and send it back to her and to Logan Beach – CTC Property’s physical security manager, who’s copied on the email.

Then she writes – “Once we have the agreements back, I am happy to coordinate a tour of the facility for everyone.”

That’s the condition Forbes wrote about, in her own words.

Now look at who got it.

Six of them were at Memphis Police, including Chief Cerelyn “C.J.” Davis.

Two were at the Sheriff’s Office Homeland Security Bureau.

Two were at Tennessee Homeland Security.

One was at Homeland Security Investigations, the federal agency.

One was an FBI agent.

That’s twelve law enforcement officials, almost four weeks before the Chamber announced xAI was coming to Memphis.

Then, right in the middle of the email, Fisher added a note in parentheses – “(NOTE: MPD is already covered, so we do not need one from you.)”

Fisher doesn’t say what “covered” means – a signed NDA, some other agreement, or just what the Chamber understood at the time. The City told me on October 15th it found “no responsive records” of police NDAs – my other questions, including its copy of this email, are due back around October 22nd.

On June 3rd, 2024, Lt. Jason Valentine of the Sheriff’s Homeland Security Bureau emailed Logan Beach and asked if “about 6 of us” could come out Thursday after lunch.

Then he wrote – “We will also have the NDA’s signed prior to the visit.”

Ten minutes later, Beach wrote back – “I’ll plan on 1300, Thursday unless you tell me otherwise.” That Thursday was June 6th – the day after the Chamber’s big announcement.

The emails stop on June 4th. Nothing in them shows the visit happened, or that anyone from the Sheriff’s Office actually signed.

SO WHAT WERE THEY THERE TO SEE?

The emails only say “a tour of the facility” – the old Electrolux plant on Paul R. Lowry Road that became Colossus.

But the subject line is “Homeland Security Follow-Up Information.”

The contact sheet is headed “MEMPHIS / SHELBY COUNTY HOMELAND SECURITY.” The company’s man on the email was its physical security manager. And Fisher asked them to share any “law enforcement connection opportunities.”

So it reads like a security briefing – a company getting security teams familiar with its site before the rest of us knew it was there. MLGW told Forbes it’s “common” for a company to ask for an NDA when it works with a government agency.

But the form they were asked to sign is a business contract.

Its first section says it’s for “evaluating or pursuing a potential business relationship between the parties.”

So what business relationship does a police department have with xAI’s property company? What were they shown that took a secrecy contract to see? And what did they promise back, if anything? The records out so far don’t say.

WHY ANY OF THIS MATTERS

Three parts of that form are why.

First, it bars any public disclosure about “the existence or terms of this Agreement,” and the secrecy lasts five years after the agreement ends. So a council member can stand up and ask who signed – but anyone who signed already agreed not to say, unless the law makes them.

Second, if the law does make them – like when somebody files a public records request – the form says they have to warn xAI’s company first, in writing, and give it a chance “to challenge or limit the disclosure requirement.”

So if you ask an agency that signed it for xAI’s information, the company is supposed to hear about it first. MLGW’s president signed that same clause.

Welp. I guess I am in an xAI file now.

In September I asked MLGW whether it has ever sent xAI’s company one of those warnings – MLGW says it should finish my request by November 10th.

Third, it’s the same form MLGW’s president signed – except MLGW’s copy says any fight over it happens under Tennessee law, in Shelby County courts.

The copy sent to Memphis Police, the Sheriff, the FBI and Homeland Security says California law – in a courtroom in Dallas, Texas. The records out so far don’t show who made MLGW’s changes, or whether any of the law enforcement agencies asked for the same ones.

So – what does all of this tell us?

Well, the officials whose job is to protect the public were sent a secrecy contract with the company to sign – weeks before the public knew the company was coming. None of the twelve were elected.

Remember what Mayor Paul Young said on October 9th, when a reporter asked if he knew of any elected officials who’d signed NDAs – “I am not aware of any elected officials that have signed NDAs.” Asked about MLGW, he said, “I don’t know.”

I’ve said this before, but MLGW’s NDA has been reported on publicly. And McGowen already told the City Council that he and Mayor Young spoke to xAI when it first got here in 2024 about not building wells and using MLGW for water instead.

How could he not know about the MLGW NDA?

And now we find out about Chief Davis, who answers to the mayor, who was on Fisher’s email telling Memphis Police it was “already covered.”

I think the mayor knows a lot more than he is saying.

And now my biggest question is – what were these law enforcement officials shown and why did they need an NDA?

Because if these data centers are being used for law enforcement in any way – I think we have the right to know.

If you like facts-first info on all this, consider leaving a tip on Venmo or PayPal – this stuff takes a lot of time to put together. And check out everything I’ve written with citations and receipts at the xAI Files.

About Those NDAs – How Could the Mayor Not Know?

The xAI files

SO WHAT WERE THEY THERE TO SEE?

WHY ANY OF THIS MATTERS

Sources

The xAI files

SO WHAT WERE THEY THERE TO SEE?

WHY ANY OF THIS MATTERS

Sources

Share this: