REVIEW OF MAY 27, 2021 ETHICS COMPLAINT

To: Mayor Angela Sword Heath

Commissioner Allen Heldt
Commissioner Lad Strayer
Commissioner Brad Watson
Commissioner Mary Roberts
Commissioner Gordon D. Gauss
Commissioner Kelly Castleberry
City Administrator Gregory M. Elliott

From: John J. Gillooly

Interim City Attorney
Garan Lucow Miller, P.C.
1155 Brewery Park Blvd., Suite 200
Detroit, MI 48207
313.446.5501
jgillooly@garanlucow.com
 INTRODUCTION
This is a review of an Ethics Complaint alleging various ethical violations against
City Administrator Gregory M. Elliott. The dispositive issue raised in the text of the instant
review is whether City Administrator Gregory Elliott violated one or more provisions of the
City of Adrian Ethics Policy.

For each of the reasons stated below, it is the opinion of the undersigned that there
exists no competent or material evidence that City Administrator Gregory M. Elliott
violated the City of Adrian Ethics Policy.

A brief discussion of the operative facts of the parties and the Ethics Complaint is
necessary to a proper resolution of the instant inquiry.

STATEMENT OF FACTS

Ms. Tamaris Henagan is a licensed Attorney in the State of Michigan. She served
as City Attorney for the City of Adrian from May 29, 2018 until her voluntary resignation
on May 17, 2021. In announcing her resignation as City Attorney for the City of Adrian,
Ms. Henagan alleged that she could no longer ethically function in her role because of
repeated violations of what she described as the “City of Adrian Code of Ethics” by City
Administrator Gregory M. Elliott. Each of the alleged violations will be set forth in greater
detail below.

On Thursday, May 20, 2021, the undersigned was appointed as Interim City
Attorney for the City of Adrian following a vote by the Adrian City Commission. On May
27, 2021, Ms. Henagan filed a “City of Adrian Ethics Code Complaint Against City
Administrator Greg Elliott”. Please see Appendix 1. On May 28, 2021, City Administrator
Gregory M. Elliott directed the undersigned in his role as Interim City Attorney for the City
of Adrian to perform an independent review and prepare a written report with regard to
the allegations of Ms. Henagan.

STANDARD OF REVIEW

A. Ethics Policy

On January 26, 2009, the City of Adrian revised its Ethics Policy to cover all city
officials and employees within the City of Adrian. The stated purpose of the Ethics
Policy is as follows:

The city hereby declares that all city officials and employees must recognize
and disclose conflicts between their private interests and the public
interests. Public officials and employees must:
1. Be independent, impartial and responsible to the citizens of the
City of Adrian;

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 2. Make governmental decisions and polices in the proper
governmental channels;
3. Not use public office for personal gain. Please see Appendix 2.

As such, it is the duty and obligation of each and every city official and employee
of the City of Adrian to refrain from engaging in conduct that is violative of the Ethics
Policy so as to make independent, impartial and responsible decisions for those whom
they represent with the City of Adrian. The Ethics Policy goes on to state that all “city
officials and employees shall safeguard public confidence by being honest, fair and
respectful of all persons and property with whom they have contact, by maintaining non-
partisanship in all official acts and by avoiding conduct which may tend to under-mind
respect for city officials and employees and for the city as an institution.” Please see
Appendix 2.

As such, we must first begin by addressing whether an independent review by this

Interim City Attorney is appropriate or whether this matter must be referred to a Board of
Ethics.

In determining the protocol for reviewing an Ethics Complaint within the City of
Adrian, one must first look to whether the individual allegedly to have violated the ethics
policy is an “employee” as opposed to a “public official”.

Under the clear and unambiguous definitions found within Section 3 of the Ethics
Policy, it is clear that City Administrator Gregory M. Elliott is an employee as the term is
used throughout the Ethics Policy, as he is an “individual employed by the City, whether
part-time or full-time, but excluding elected officials.” Please see Appendix 2, p 2. A
public official is defined as “The Mayor, member of the City Commission, or any non-
employee person appointed or otherwise serving in any capacity with the city which
involves the exercise of public policy, trust or duty.” Id.

Given that City Administrator Gregory Elliott is defined as an employee under the
Ethics Policy, the City Administrator was within his lawful powers to refer the Complaint
to the undersigned for review and resolution as the City Administrator “may utilize city
employees or other resources to investigate a complaint, to hear a complaint, and to
determine validity and render appropriate sanctions or discipline, if any.” Please see
Appendix 2, Section 6,C.

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 ALLEGATIONS

In her Ethics Complaint, Ms. Henagan consistently refers to the “City Ethics Code.”
As noted above, the City of Adrian does not have a “City Ethics Code.” Rather, the City
of Adrian has an Ethics Policy attached hereto as Appendix 2 and most recently revised
on January 26, 2009.

Despite her inartful terminology, often times with little or no supporting facts, Ms.
Henagan alleges the following ethical violations.

1. “Failure to Follow Charter;

2. Failure to Enforce and Abide by the Open Meetings Act;
3. Failure to Abide by and Enforce State Laws; and
4. Specific Ethics Violations.” Please see Appendix 1.

In making a determination into the validity of the allegations, it is important to recall

the purpose of the City of Adrian Ethics Policy. That is, an employee of the City of Adrian
shall be independent, impartial and responsible to the citizens of the City of Adrian and
make decisions and policies within proper governmental channels. Moreover, employees
of the City of Adrian are not permitted to use their public office for personal gain. The
purpose of applying and enforcing these requirements and standards is to ensure that
governmental decisions are made in the public’s best interest by prohibiting public
servants from participating in matters that might affect their personal or financial interests.
An Ethics Policy can serve many goals for a local government, including restoring public
trust, encouraging civil dialogue and decision making, or protecting the municipality from
fraud and abuse. While all of these goals are important, the foundational goal for any
discussion of ethics in the public sector is to ensure an honest, effective government that
serves the public.

Establishing a clear code of ethics and conduct for the City of Adrian has
considerable benefits. Still, it is worth noting that there is a risk especially, as here,
someone could use these policies for what is referred to as “vigilante ethics” or the use
of an ethics policy or code for an individual or political gain.

We shall now embark on a discussion of each of the alleged violations asserted by

Ms. Henagan against City Administrator Gregory M. Elliott.

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 I. Failure to Follow Charter

Ms. Henagan first contends that City Administrator Gregory M. Elliott violated the
City of Adrian Ethics Policy in failing to follow the Charter by first including a wrong
“effective date” on an animal ordinance. It is opinion of the undersigned that this is a false
and misleading allegation given that that Wild Animal Feeding Ordinance, like the Mobile
Food Vending Ordinance discussed below, was created in draft form from the code of
ordinances of another city. After the proposed ordinance was formatted, and prior to
introduction to the Adrian City Commission, it appears as if the effective date was modified
to pass legal muster. Certainly, a draft of the proposed animal ordinance by City
Administrator Gregory M. Eilliott, was forwarded to Ms. Henagan prior to its inclusion in
city commission packets and, according to e-mails, Ms. Henagan actually made
modifications to the proposed ordinance. This alleged violation comes nowhere close to
being in conflict with the City of Adrian Ethics Policy. The same rationale holds true with
regard to the allegations of a wrong effective date on the Mobile Food Truck Ordinance
being a violation of the City of Adrian Ethics Policy.

Ms. Henagan goes on to suggest that City Administrator Gregory M. Elliott violated
the City of Adrian Ethics Policy by improperly waiving bids contrary to Section 12.1 of the
Adrian City Charter.

While there are no specific allegations as to how bids were improperly waived,
Adrian City Commission Policy requires approval of the City Commission for purchases
in excess of $10,000.00. However, Section 12.1 of the Adrian City Charter referenced in
the allegations of Ms. Henagan, allows for comparative prices to be waived in the
employment of professional services or when the City Administrator recommends that
they be waived because there would be no advantage to the City that would result there
from. Moreover, it is the position of the undersigned that the City Administrator is not in
a position to waive bids, did not waive any bids and can only make such recommendations
to the Adrian City Commission. This allegation is without any legal merit whatsoever.

Ms. Henagan next contends that City Administrator Gregory M. Elliott violated the
City of Adrian Ethics Policy by again placing the wrong effective date on drafted
ordinances which contained no enforcement provisions and did not include voluntary City
Attorney review prior to ordinance enactment.

Again, there are no specific allegations as to specific instances of the alleged

violative behavior. Moreover, the undersigned is not aware of any ordinance that was
enacted during the tenure of Ms. Henagan as City Attorney for the City of Adrian that was
implemented in violation of the City of Adrian’s Ethics Policy that are violative of any type
of code of conduct or would have allowed City Administrator Gregory M. Elliott to achieve
personal gain.

Ms. Henagan next contends that the “Chicken Ordinance” was not reviewed by the
City Attorney contrary to the Adrian City Charter and is therefore a violation of the City of
Adrian Ethics Policy. Please see Appendix 2. Nothing could be further from the truth.

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 Initially, investigation by the undersigned suggests that the City of Adrian does not
have a “Chicken Ordinance.” A draft ordinance was previously discussed in concept by
the Adrian City Commission. As a part of those discussions, it appears as if Ms. Henagan
was provided with a copy of a draft ordinance and was present at various discussions
involving that proposed ordinance. Subsequently, the City Commission referred the
proposed ordinance to the Planning Commission for review, and it was subsequently
proposed as an amendment to the City’s Zoning Ordinance. Following various
deliberations, the Planning Commission made a recommendation and forwarded their
recommendations via text amendments back to the Adrian City Commission. Again, it
appears as if Ms. Henagan received that information and was present at the meeting(s)
where it was discussed. The Adrian City Commission later decided not to approve the
text amendment and such an ordinance was not enacted. Accordingly, the allegation
made by Ms. Henagan is inaccurate, incomplete, and does not hold any legal merit
whatsoever.

With regard to alleged violations of the Ethics Policy in failing to follow the Adrian
City Charter, Ms. Henagan finally contends that City Administrator Gregory M. Elliott has
“generally failed to see that all laws and ordinance as enforced contrary to . . . the Adrian
City Charter.” Please see Appendix 1.

Again, there are no specific allegations made with regard to the alleged
wrongdoing on the part of City Administrator Gregory M. Elliott. Most importantly, the
undersigned cannot detect any wrongdoing on the part of Mr. Elliott to suggest that he
made governmental decisions and policies that were not within the proper governmental
channels or that somehow were used for his own personal gain. There is a complete
absence of any evidence whatsoever in that regard.

II. Failure to Enforce and Abide by Open Meetings Act

Ms. Hannagan next contends that Adrian City Administrator Gregory M. Elliott
violated the City of Adrian’s Ethics Policy in failing to enforce and abide by the Open
Meetings Act. Please see Appendix 1.

Again, there are no specific allegations other than generalized statements that City
Administrator Elliott instructed the Mayor to violate closed session rules by discussing
prohibited items contrary to the Open Meetings Act, without any suggested dates of these
violations, etc.

Having reviewed the history of closed session meetings conducted within the City
of Adrian during the tenure of Ms. Hannagan as City Attorney, it appears as if Mr. Elliott
attended only one closed session during his time as City Administrator which was his six
month performance evaluation. Certainly, this cannot form the basis of an alleged
violation of the City of Adrian’s Ethics Policy and is directly contrary to the allegations
made by Ms. Hannagan.

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 Ms. Hannagan next contends that City Administrator Gregory M. Elliott violated the
City of Adrian’s Ethics Policy in terms of his interactions with the City of Adrian Planning
Commission. She specifically refers to a January 5, 2021 meeting in which “public
comment was limited and cut-off in violation of the Open Meetings Act . . . “

In investigating this alleged wrongful conduct, the undersigned has reviewed a

lengthy e-mail string between Ms. Hannagan, City Administrator Elliott and others, in
which her thoughts with regard to the Planning Commission and issues related to the
Open Meetings Act were discussed in greater detail. Simply put, a difference in opinion
with regard to issues involving the Open Meeting Act and subsequent debate by city
employees and public officials do not rise to the level of an ethics violation in any way,
shape or form. Please see Appendix 3.

In this series of allegations, Ms. Hannagan finally contends that City Administrator
Gregory M. Elliott violated the City of Adrian’s Ethics Policy by giving legal opinions in
direct conflict to the City Attorney’s opinion and by violating confidentiality rules . . .”
Please see Appendix 1.

Again, there is no specific allegation of wrongdoing by City Administrator Gregory

M. Elliott. Mr. Elliott is a licensed attorney within the State of Michigan and is entitled
pursuant to Section 4.10(g) of the Adrian City Charter to make recommendations to the
City Commission and to participate in all City Commission discussions. To suggest that
someone has violated fundamental ethics principles by giving opinions that may or may
not be in conflict with the opinion of a City Attorney does not rise to the level of an ethical
violation.

III. Failure to Abide by and Enforce State Laws

Ms. Henagan next contends that City Administrator the Gregory M. Elliottt violated
the City of Adrian’s Ethics Policy in failing to abide by and enforce state laws. Specifically,
Ms. Henagan contends that City Administrator Gregory M. Elliott did not enforce various
COVID policies including the screening of “patrons” coming into City Hall and social
distancing markings at City Hall.

The review of the undersigned suggests that the City of Adrian has an extremely
detailed policy for responding to this most unfortunate COVID-19 pandemic. It should
also be pointed out that the detailed policy for responding to this pandemic was in effect
prior to the time that City Administrator Gregory M. Elliott began serving in that position.
Moreover, review of the policy suggests detailed collaboration by City Administrator
Gregory M. Elliott and various persons within the City of Adrian to discuss that policy
together with a recent amendment to that policy that is attached hereto as Appendix 4.

Again, the allegations made by Ms. Henagan come nowhere close to rising to the
level of an alleged violation of the City of Adrian’s Ethics Policy by City Administrator
Gregory M. Elliott. It is well documented that the City has vigorously enforced the
requirements of face mask use by those coming to City Hall for business, up until recent

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modifications to that rule by the State of Michigan. Moreover, there are and have been,
since the beginning of the pandemic, social distancing markings at City Hall. In fact, City
Hall has been closed to the public until recently because of the pandemic.

When reviewing these very unspecific allegations of alleged wrongdoing on the

part of City Administrator Gregory M. Elliot, it becomes all too clear that, without any
citation to specific violations of policy that inure to the personal benefit of Mr. Elliott or that
somehow deprived residents of the City of Adrian of independent, impartial and
responsible decisions by the City Administrator ethical violations simply do not exist.

IV. Insubordination

Ms. Henagan next contends that City Administrator Gregory M. Elliott violated the
City of Adrian’s Ethics Policy because of “insubordination” in “refusing to allow or attend
a public meeting for evaluation at the request of the Mayor” and in refusing to “refer Glenn
Preston to Human Resources.”

Again, there are no specific allegations of wrongdoing in this alleged violation.

Moreover, there is no suggestion whatsoever that these alleged instances somehow
deprived the citizens of Adrian of independent, impartial and responsible governmental
decision making. Nor do these allegations suggest any other type of wrongdoing on the
part of City Administrator Gregory M. Elliott.

Rather, my review of this allegation suggests that City Administrator Gregory M.

Elliott has attended each and every meeting of the City Commission during his
employment as City Administrator. While it appears that Mr. Elliott did excuse himself
from Ms. Henagan’s recent performance evaluation, he was neither invited by nor
requested to attend by anyone other than Ms. Henagan. That simply does not form the
basis of any alleged wrongful misconduct.

Ms. Henagan next contends that it was a violation of the City of Adrian’s Ethics
Policy by City Administrator Gregory M. Elliott in refusing to refer an individual named
Glenn Preston to Human Resources after being directed to do so by three City
Commissioners.

Initially, a vote of three Commissioners within the City of Adrian does not have the
legal authority to direct the City Administrator to do anything. A majority of four city
commission votes is required for the actions of the City Commission to have binding
effect. It is also important to point out that Glenn Preston was a member of a collective
bargaining unit and that the City of Adrian Human Resources Department does not handle
employee discipline. For Ms. Henagan to suggest that City Administrator Gregory M.
Elliott was unethical with regard to the alleged inaction as to employee Glenn Preston
when he was a member of a collective bargaining unit, etc. is simply an unsupported
allegation and not indicative of any alleged unethical behavior. None whatsoever.

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 V. Favoritism

Ms. Henagan next contends that City Administrator Gregory M. Elliott violated the
City of Adrian’s Ethics Policy in giving favoritism “with regard to design and encourage
Planning Commission to approve . . .” Simply put, this allegation is not supported by any
specific facts, documents and is unintelligible. Perhaps Ms. Henagan intended to suggest
that this refers to applications for Zoning Exception Permits and Site Plan Review
submitted by Objectiv Growth for the first phase of their project on the former Marvin
Farm, which was sold to Objectiv Growth by the City of Adrian.

As is well known, City Administrator Gregory M. Elliott does not review planning
commission items which is done by the Planning & Zoning Administrator. Moreover, the
Planning Commission approved the application unanimously without any suggestion
whatsoever of improper, unethical or illegal conduct on the part of any employee or public
official of the City of Adrian.

Ms. Henagan goes on to argue that City Administrator Gregory M. Elliott attempted
to waive approximately $20,000.00 in fees for marijuana permits against her legal advice
which is allegedly contrary to the City of Adrian Ethics Policy. Again, nothing could be
further from the truth.

In making this allegation, Ms. Henagan appears to ignore a May 3, 2021, e-mail
from City Administrator Gregory M. Elliott to the Adrian City Commissioners where he
indicated in no uncertain terms that he would not be waiving fees associated with this
acquisition of real property and that the renewal permit fees would not be waived. Please
see Appendix 5. It is disturbing to say the least when an individual accuses someone of
unethical behavior yet completely ignores documentation related to the allegations of
wrongdoing.

With regard to this specific land purchase, Ms. Henagan also contends that City
Administrator Gregory M. Elliott violated the City of Adrian’s Ethics Policy by putting an
amended purchase agreement on an agenda without attorney review.

Ms. Henagan and City Administrator Gregory M. Elliott routinely met on a weekly
basis to discuss Commission agenda items during the period of time when this transaction
was pending. Moreover, the City Attorney was provided with a complete copy of the
proposed amended purchase agreement when it was forwarded to Commissioners. She
could have easily made any written comment regarding the information that she received
and, of course, make substantive statements at the City Commission meeting when this
was discussed and ultimately approved. There simply is no record evidence whatsoever
that the inclusion of the proposed purchase agreement without alleged city attorney
review violates any type of City of Adrian Ethics Policy.

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 VI. Breach of Confidentiality

Ms. Henagan finally contends that City Administrator Gregory M. Elliott violated
the City of Adrian’s Ethics Policy by breaching “attorney client privilege on 04/19/21 . . .”

There are no specific allegations with regard to how attorney client privilege may
have been breached by City Administrator Gregory M. Elliott on April 19, 2021. As Ms.
Henagan, a licensed attorney, is undoubtedly aware, the City of Adrian owns any such
privilege and can decide to waive any privilege if it believes that it is its best interest to do
so.

Again, this bareboned allegation can simply not support an alleged violation of
ethical obligations on the part of City Administrator Gregory M. Elliott.

CONCLUSION

It is the opinion of the undersigned, having conducted a review of the allegations

made by Tamaris Henagan, the binder of materials submitted in support of her
allegations, together with other available documents attached hereto as Appendices, that
City Administrator Gregory M. Elliott did not violate any City of Adrian Ethics Policy during
his tenure as City Administrator. Rather, the allegations appear to be made by a
disgruntled former independent contractor of the City of Adrian who served as its City
Attorney and has recently announced her candidacy for public office within the City of
Adrian.

Very truly yours,

GARAN LUCOW MILLER, P.C.

John J. Gillooly
Direct Dial: 313.446.5501

JJG/db