PROPOSED CITY ORINANCE CONCERNING FUTURE DUE DILIGENCE REQUIREMENTS FOR ERC AND WATER AND SEWER UTILITY

    42

    Dear Scott Danks,

    The due diligence ordinance must required the standards of performance by the ERC and its affiliates and the Water and Sewer Utility…in addition, even if the City Council has previously authorized a bond issuance and the bond  issuance has not been procured, prior to procurement, such standards must be performed and procedures instituted by the Council.  Other provision of the ordinance must require complete review of the contract(s) prior to approval of any bond by the fiscal body.

    A. Organization of the Company

    1. Describe the corporate or other structure of the legal entities that comprise the Company. Include any helpful diagrams or charts. Provide a list of the officers and directors of the Company and a brief description of their duties.

    2. Long-form certificate of good standing and articles or certificate of incorporation from Secretary of State or other appropriate official in the Company’s jurisdiction of incorporation, listing all documents on file with respect to the Company, and a copy of all documents listed therein.

    3. Current by-laws of the Company.

    4. List of all jurisdictions in which the Company is qualified to do business and list of all other jurisdictions in which the Company owns or leases real property or maintains an office and a description of business in each such jurisdiction. Copies of the certificate of authority, good standing certificates and tax status certificates from all jurisdictions in which the Company is qualified to do business.

    5. All minutes for meetings of the Company’s board of directors, board committees and stockholders for the last five years, and all written actions or consents in lieu of meetings thereof.

    6. List of all subsidiaries and other entities (including partnerships) in which the Company has an equity interest; organizational chart showing ownership of such entities; and any agreements relating to the Company’s interest in any such entity.

    B. Ownership and Control of the Company

    1. Capitalization of the Company, including all outstanding capital stock, convertible securities, options, warrants and similar instruments.

    2. List of security holders of the Company (including option and warrant holders), setting forth class and number of securities held.

    3. Copies of any voting agreements, stockholder agreements, proxies, transfer restriction agreements, rights of first offer or refusal, preemptive rights, registration agreements or other agreements regarding the ownership or control of the Company.

    C. Assets and Operations

    1. Annual financial statements with notes thereto for the past three fiscal years of the Company, and the latest interim financial statements since the end of the last fiscal year and product sales and cost of sales (including royalties) analysis for each product which is part of assets to be sold.

    2. All current budgets and projections including projections for product sales and cost of sales.

    3. Any auditors (internal and external) letters and reports to management for the past five years (and management’s responses thereto).

    4. Provide a detailed breakdown of the basis for the allowance for doubtful accounts.

    5. Inventory valuation, including turnover rates and statistics, gross profit percentages and obsolescence analyses including inventory of each product which is part of assets to be sold.

    6. Letters to auditors from outside counsel.

    7. Description of any real estate owned by the Company and copies of related deeds, surveys, title insurance policies (and all documents referred to therein), title opinions, certificates of occupancy, easements, zoning variances, condemnation or eminent domain orders or proceedings, deeds of trust, mortgages and fixture lien filings.

    8. Schedule of significant fixed assets, owned or used by the Company, including the identification of the person holding title to such assets and any material liens or restrictions on such assets.

    9. Without duplication from Section D below, or separate intellectual property due diligence checklist, schedule of all intangible assets (including customer lists and goodwill) and proprietary or intellectual properties owned or used in the Company, including a statement as to the entity holding title or right to such assets and any material liens or restrictions on such assets. Include on and off balance sheet items.

    D. Intellectual Property.  List of all patents, trademarks, trade names, service marks and copyrights owned or used by the Company, all applications therefor and copies thereof, search reports related thereto and information about any liens or other restrictions and agreements on or related to any of the foregoing (without duplication from attached intellectual property due diligence checklist).

    E. Reports 

    1. Copies of any studies, appraisals, reports, analyses or memoranda within the last three years relating to the Company (i.e., competition, products, pricing, technological developments, software developments, etc.).

    2. Current descriptions of the Company that may have been prepared for any purpose, including any brochures used in soliciting or advertising.
    . Descriptions of any customer quality awards, plant qualification/certification distinctions, ISO certifications or other awards or certificates viewed by the Company as significant or reflective of superior performance.

    4. Copies of any analyst or other market reports concerning the Company known to have been issued within the last three years.

    5. Copies of any studies prepared by the Company regarding the Company’s insurance currently in effect and self-insurance program (if any), together with information on the claim and loss experience thereunder.

    6. Any of the following documents filed by the Company or affiliates of the Company and which contain information concerning the Company: annual reports on SEC Form 10-K; quarterly reports on SEC Form 10-Q; current reports on SEC Form 8-K.

    F. Compliance with Laws  

    1. Copies of all licenses, permits, certificates, authorizations, registrations, concessions, approvals, exemptions and other operating authorities from all governmental authorities and any applications therefor, and a description of any pending contemplated or threatened changes in the foregoing.

    2. A description of any pending or threatened proceedings or investigations before any court or any regulatory authority.

    3. Describe any circumstance where the Company has been or may be accused of violating any law or failing to possess any material license, permit or other authorization. List all citations and notices from governmental or regulatory authorities.

    4. Schedule of the latest dates of inspection of the Company’s facilities by each regulatory authority that has inspected such facilities.

    5. Description of the potential effect on the Company of any pending or proposed regulatory changes of which the Company is aware.

    6. Copies of any information requests from, correspondence with, reports of or to, filings with or other material information with respect to any regulatory bodies which regulate a material portion of the Company’s business. Limit response to the last five years unless an older document has a continuing impact on the Company.

    7. Copies of all other studies, surveys, memoranda or other data on regulatory compliance including: spill control, environmental clean-up or environmental preventive or remedial matters, employee safety compliance, import or export licenses, common carrier licenses, problems, potential violations, expenditures, etc.

    8. State whether any consent is necessary from any governmental authority to embark upon or consummate the proposed transaction.

    9. Schedule of any significant U.S. import or export restrictions that relate to the Company’s operations.

    10. List of any export, import or customs permits or authorizations, certificates, registrations, concessions, exemptions, etc., that are required in order for the Company to conduct its business and copies of all approvals, etc. granted to the Company that are currently in effect or pending renewal.

    11. Any correspondence with or complaints from third parties relating to the marketing, sales or promotion practices of the Company.

    G.  Environmental Matters

    1. A list of facilities or other properties currently or formerly owned, leased, or operated by the Company and its predecessors, if any.

    2. Reports of environmental audits or site assessments in the possession of the Company, including any Phase I or Phase II assessments or asbestos surveys, relating to any such facilities or properties.

    3. Copies of any inspection reports prepared by any governmental agency or insurance carrier in connection with environmental or workplace safety and health regulations relating to any such facilities or properties.

    4. Copies of all environmental and workplace safety and health notices of violations, complaints, consent decrees, and other documents indicating noncompliance with environmental or workplace safety and health laws or regulations, received by the Company from local, state, or federal governmental authorities. If available, include documentation indicating how such situations were resolved.

    5. Copies of any private party complaints, claims, lawsuits or other documents relating to potential environmental liability of the Company to private parties.

    6. Listing of underground storage tanks currently or previously present at the properties and facilities listed in response to Item 1 above, copies of permits, licenses or registrations relating to such tanks, and documentation of underground storage tank removals and any associated remediation work.

    7. Descriptions of any release of hazardous substances or petroleum known by the Company to have occurred at the properties and facilities listed in response to Item 1, if such release has not otherwise been described in the documents provided in response to Items 1-6 above.

    8. Copies of any information requests, PRP notices, “106 orders,” or other notices received by the Company pursuant to CERCLA or similar state or foreign laws relating to liability for hazardous substance releases at off-site facilities.

    9. Copies of any notices or requests described in Item 8 above, relating to potential liability for hazardous substance releases at any properties or facilities described in response to Item 1.

    10. Copies of material correspondence or other documents (including any relating to the Company’s share of liability) with respect to any matters identified in response to Items 8 and 9.

    11. Copies of any written analyses conducted by the Company or an outside consultant relating to future environmental activities (i.e., upgrades to control equipment, improvements in waste disposal practices, materials substitution) for which expenditure of funds greater than $10,000 is either certain or reasonably anticipated within the next five years and an estimate of the costs associated with such activities.

    12. Description of the workplace safety and health programs currently in place for the Company’s business, with particular emphasis on chemical handling practices.

    H.  Litigation

    1. List of all litigation, arbitration and governmental proceedings relating to the Company to which the Company or any of its directors, officers or employees is or has been a party, or which is threatened against any of them, indicating the name of the court, agency or other body before whom pending, date instituted, amount involved, insurance coverage and current status. Also describe any similar matters which were material to the Company and which were adjudicated or settled in the last ten years.

    2. Information as to any past or present governmental investigation of or proceeding involving the Company or the Company’s directors, officers or employees.

    3. Copies of all attorneys’ responses to audit inquiries.

    4. Copies of any consent decrees, orders (including applicable injunctions) or similar documents to which the Company is a party, and a brief description of the circumstances surrounding such document.

    5. Copies of all letters of counsel to independent public accountants concerning pending or threatened litigation.

    6. Any reports or correspondence related to the infringement by the Company or a third party of intellectual property rights.

    I.  Significant Contracts and Commitments

    1. Contracts relating to any completed (during the past 10 years) or proposed reorganization, acquisition, merger, or purchase or sale of substantial assets (including all agreements relating to the sale, proposed acquisition or disposition of any and all divisions, subsidiaries or businesses) of or with respect to the Company.
    2.  All joint venture and partnership agreements to which the Company is a party.

    3. All material agreements encumbering real or personal property owned by the Company including mortgages, pledges, security agreements or financing statements.

    4. Copies of all real property leases relating to the Company (whether the Company is lessor or lessee), and all leasehold title insurance policies (if any).

    5. Copies of all leases of personal property and fixtures relating to the Company (whether the Company is lessor or lessee), including, without limitation, all equipment rental agreements.

    6. Guarantees or similar commitments by or on behalf of the Company, other than endorsements for collection in the ordinary course and consistent with past practice.

    7. Indemnification contracts or arrangements insuring or indemnifying any director, officer, employee or agent against any liability incurred in such capacity.

    8. Loan agreements, notes, industrial revenue bonds, compensating balance arrangements, lines of credit, lease financing arrangements, installment purchases, etc. relating to the Company or its assets and copies of any security interests or other liens securing such obligations.

    9. No-default certificates and similar documents delivered to lenders for the last five (or shorter period, if applicable) years evidencing compliance with financing agreements.

    10. Documentation used internally for the last five years (or shorter time period, if applicable) to monitor compliance with financial covenants contained in financing agreements.

    11. Any correspondence or documentation for the last five years (or shorter period, if applicable) relating to any defaults or potential defaults under financing agreements.

    12. Contracts involving cooperation with other companies or restricting competition.

    13.  Contracts relating to other material business relationships, including:
    a. any current service, operation or maintenance contracts;
    b. any current contracts with customers;
    c. any current contracts for the purchase of fixed assets; and
    d. any franchise, distributor or agency contracts.

    14. Without duplicating Section D above or the intellectual property due diligence schedule hereto, contracts involving licensing, know-how or technical assistance arrangements including contracts relating to any patent, trademark, service mark and copyright registrations or other proprietary rights used by the Company and any other agreement under which royalties are to be paid or received.

    15. Description of any circumstances under which the Company may be required to repurchase or repossess assets or properties previously sold.

    16. Data processing agreements relating to the Company.

    17. Copies of any contract by which any broker or finder is entitled to a fee for facilitating the proposed transaction or any other transactions involving the Company or its properties or assets.

    18. Management, service or support agreements relating to the Company, or any power of attorney with respect to any material assets or aspects of the Company.

    19. List of significant vendor and service providers (if any) who, for whatever reason, expressly decline to do business with the Company.

    20. Samples of all forms, including purchase orders, invoices, supply agreements, etc.

    21. Any agreements or arrangements relating to any other transactions between the Company and any director, officer, stockholder or affiliate of the Company (collectively, “Related Persons”), including but not limited to:
    a. Contracts or understandings between the Company and any Related Person regarding the sharing of assets, liabilities, services, employee benefits, insurance, data processing, third-party consulting, professional services or intellectual property.
    b. Contracts or understandings between Related Persons and third parties who supply inventory or services through Related Persons to the Company.
    c. Contracts or understandings between the Company and any Related Person that contemplate favorable pricing or terms to such parties.
    d. Contracts or understandings between the Company and any Related Person regarding the use of hardware or software.
    e. Contracts or understandings regarding the maintenance of equipment of any Related Person that is either sold, rented, leased or used by the Company.
    f. Description of the percentage of business done by the Company with Related Persons.
    g. Covenants not to compete and confidentiality agreements between the Company and a Related Person.
    h. List of all accounts receivable, loans and other obligations owing to or by the Company from or to a Related Person, together with any agreements relating thereto.

    22. Copies of all insurance and indemnity policies and coverages carried by the Company including policies or coverages for products, properties, business risk, casualty and workers compensation. A description of any self-insurance or retro-premium plan or policy, together with the costs thereof for the last five years. A summary of all material claims for the last five years as well as aggregate claims experience data and studies.

    23. List of any other agreements or group of related agreements with the same party or group of affiliated parties continuing over a period of more than six months from the date or dates thereof, not terminable by the Company on 30 days’ notice.

    24. Copies of all supply agreements relating to the Company and a description of any supply arrangements.

    25. Copies of all contracts relating to marketing and advertising.

    26. Copies of all construction agreements and performance guarantees.

    27. Copies of all secrecy, confidentiality and nondisclosure agreements.

    28. Copies of all agreements related to the development or acquisition of technology.

    29. Copies of all agreements outside the ordinary course of business.

    30. Copies of all warranties offered by the Company with respect to its product or services.

    31. List of all major contracts or understandings not otherwise previously disclosed under this section, indicating the material terms and parties.

    32. For any contract listed in this Section I, state whether any party is in default or claimed to be in default.

    33. For any contract listed in this Section I, state whether the contract requires the consent of any person to assign such contract or collaterally assign such contract to any lender.

    NOTE: Remember to include all amendments, schedules, exhibits and side letters. Also include brief description of any oral contract listed in this Section I.

    J. Employees, Benefits and Contracts

    1. Copies of the Company’s employee benefit plans as most recently amended, including all pension, profit sharing, thrift, stock bonus, ESOPs, health and welfare plans (including retiree health), bonus, stock option plans, direct or deferred compensation plans and severance plans, together with the following documents:
    a. all applicable trust agreements for the foregoing plans;

    b. copies of all IRS determination letters for the foregoing qualified plans;

    c. latest IRS forms for the foregoing qualified plans, including all annual reports, schedules and attachments;

    d. latest copies of all summary plan descriptions, including modifications, for the foregoing plans;

    e. latest actuarial evaluations with respect to the foregoing defined benefit plans; and

    f. schedule of fund assets and unfunded liabilities under applicable plans.

    2. Copies of all employment contracts, consulting agreements, severance agreements, independent contractor agreements, non-disclosure agreements and non-compete agreements relating to any employees of the Company.

    3. Copies of any collective bargaining agreements and related plans and trusts relating to the Company (if any). Description of labor disputes relating to the Company within the last three years. List of current organizational efforts and projected schedule of future collective bargaining negotiations (if any).

    4. Copies of all employee handbooks and policy manuals (including affirmative action plans).

    5. Copies of all OSHA examinations, reports or complaints.

    6. The results of any formal employee surveys.

    K.  Tax Matters

    1. Copies of returns for the three prior closed tax years and all open tax years for the Company (including all federal and state consolidated returns) together with a work paper therefor wherein each item is detailed and documented that reconciles net income as specified in the applicable financial statement with taxable income for the related period.

    2. Audit and revenue agents reports for the Company; audit adjustments proposed by the Internal Revenue Service for any audited tax year of the Company or by any other taxing authority; or protests filed by the Company.

    3. Settlement documents and correspondence for last six years involving the Company.

    4. Agreements waiving statute of limitations or extending time involving the Company.

    5. Description of accrued federal, state and local withholding taxes and FICA for the Company.

    6. List of all state, local and foreign jurisdictions in which the Company pays taxes or collects sales taxes from its retail customers (specifying which taxes are paid or collected in each jurisdiction).

    L.  Miscellaneous

    1. Information regarding any material contingent liabilities and material unasserted claims and information regarding any asserted or unasserted violation of any employee safety and environmental laws and any asserted or unasserted pollution clean-up liability.

    2. List of the ten largest customers and suppliers for each product or service of the Company.

    3. List of major competitors for each business segment or product line.

    4. Any plan or arrangement filed or confirmed under the federal bankruptcy laws, if any.

    5. A list of all officers, directors and stockholders of the Company.

    6. All annual and interim reports to stockholders and any other communications with securityholders.

    7. Description of principal banking and credit relationships (excluding payroll matters), including the names of each bank or other financial institution, the nature, limit and current status of any outstanding indebtedness, loan or credit commitment and other financing arrangements.

    8. Summary and description of all product, property, business risk, employee health, group life and key-man insurance.

    9. Copies of any UCC or other lien, judgment or suit searches or filings related to the Company in relevant states conducted in the past three years.

    10. Copies of all filings with the Securities and Exchange Commission, state blue sky authorities or foreign security regulators or exchanges.

    11. All other information material to the financial condition, businesses, assets, prospects or commercial relations of the Company.

    Obviously, this is actually the checklist our firm utilizes in M & A engagements.  Please let me know if you have any questions.

    Thanks,

     John Friend,CPA, CVA, CGMA

    President of Evansville City Council

    THIS  E-MAIL WAS  POSTED  BY  THE  CITY COUNTY OBSERVER WITHOUT OPINON,  BIAS OR  EDITING

    Please take time and vote in todays “Readers Poll”.

    Copyright 2015 City County Observer. All rights reserved. This material may not be published, broadcast, rewritten or redistributed.

    42 COMMENTS

    1. I think this is a good idea.
      Some friends of mine in the trades just told me that one of the union bosses says that Evansville isn’t ready for a woman mayor. I don’t think he’s speaking for anybody but himself, but I can’t think of many women that are officers in any of the big Locals. I hope the union people will come out and tell us if their local has a problem with Gail because she is a woman. I think she’ll get a lot of backing from regular union members because she fought RTW and most working women are going to vote for her too.

      • I searched “SW IN Building Trades Council” and did not find one single female name in their leadership. That really doesn’t look good for them, does it?

        • Obviously, these organizations must be a white supremacist male only. Come on this is the twenty first century.

      • Wrong, I had TWO dates tonight, and a fig !

        What is a Memrod ? I didn’t have any of those.

        Focusing on the Chicks, doing well, hot ladies all over Main Street, that’s why we bullseye our spending Downtown.

        • He meant “Nimod”, and I’m certain you’re familiar with the term. Downtown is seriously lacking in fast food. There is no Wendy’s and you have to cross the Lloyd to get a Big Mac.

    2. I don’t think Gail will run. She sent up a trial balloon to check the political winds and she came up short. She will bow out this round with a promise of total support next time. It has nothing to do with her being a woman, it’s politics. I’m sure she will get support from the pantsuit mafia but the rank and file will listen to the union leadership. There’s only been 2 politically savvy women in this city that I would vote for to be our mayor, Betty Knight Smith or Betty Lou Jerrel. I would like to see a real independent or a moderate libertarian with a super personality run for mayor, not an independent closet liberal but someone like SBR without all the baggage. I’m hoping we have not seen the real candidate yet. I hate to discount the pantsuit mafia but they would vote for Linda Durham again, who may well have been the most honest democrat in the local area. I think her problem was that she wasn’t into sharing.

      • HAH! You’re whistling past the graveyard. Gail will run. Unions will give her some money, because they always donate to both candidates and that is the only thing they have to offer. Their endorsement means zero, zip. nada. Members don’t pay attention to union endorsements and not many members can vote in a city election. The union endorsement didn’t do much for Tony Ricketts and Jan Stricklin, did it?

      • Dear POV,,,

        It sure appears that you may be a closet Winnie the poo fan…not sure, just assuming…now, one would think that Mr. Winnie would be embraced by our great Gov Pence but the last time our Governor came to our city must like the President coming to Indiana Winnie was nowhere to be found not even Scheafer who’s a mayor wanta be come to the town hall. Winnie opposed his Marriage Amendment and his personal property tax elimination…so, who in the hell is the liberal here!!! If most of the citizens of Evansville notices need to leave this up to Winnie to answer. Is there a tax that this Winnie does not like??? His reckless spending, his ineptness, incompetence, and final his dishonestly concerning the hotel…actually four, court em, four ground breaking ceremonies…some people were saying “so many ground breakings they had to purchase more shovels.

        Gail was named the legislator of the year, a non partisan organization..Was Winnie named the Mayor of the Yea?r…she was endorsed by the National Federation of Independent Business…more effective then the Chamber of Commerce thought to be..a very, very conservative organization, normally Democrats are not even invited to the meet and greet sessions… And, finally, we are sick and tire of hearing that she went to Champagne, Il…she fought so hard to protect the union rank and file and if she came back to Evansville she would have been arrested and the republicans would have had their way with the union families…HERE IS THE REST OF THE STORY….HER GRANDDAUGHTER WAS CRITICALLY ILL AND IF YOU ARE GRANDMOTHER YOU WILL NEVER KNOW THE ANGUISH KNOWING YOUR GRANDCHILD IS POSSIBLY NEAR DEAD AND SHE REFUSED TO LEAVE THE COMPANY OF PAT BOUER FOR THE UNION SAKE. Regardless of your opinion about leave, stay, etc…that is devotion and one hell of public servant…I would take Gail over one hundred Winnie any day of the week….JMHO…

        • Not a Winnecke fan. Gail is a member of the Weinzapfel club. Weinzapfel is the one who started this whole race to the bottom. When you take a look at Gail, Jonathon and the local unions you get a miniature snapshot of why Detroit is bankrupt and crime ridden. She has already started her smoke and mirrors sponsoring a bill to make the audit exit more transparent. If the results are not released to the public it is not transparent. She will finish running Evansville into the ground, so unless we get some new blood to take control of this city the results will be the same regardless of who is the mayor. Gail is part of the machine. We need someone who has not been bought and won’t alienate the businesses we have left. Gail is a political insider with 30 plus years at the trough as a partisan politician. There’s an old saying, When the going gets tough the tough get going. With Gail, when the going gets tough the weak go to Urbana.

          • I beg your pardon….Gail never showed up on the magnificent 23 list…always supported of Rick Davis because he was the Demo nominee…every candidate event, you would always see Gail, supportive of the democrat candidate…where in the hell you got this Weinzapfel bs I do not know…sure, as Mayor, she would have an ear to a sitting Mayor….BTW, this bozo has NEVER called her to ask if she could lend any assistance from land base casinos to finding any state grant funds for his FAILED HOTEL knowing quite well she is well respected by Bosma. And, Winnie has the nerve to say he reaches out!!!

    3. Meah, fat chance, corporate confidential people will throw it back at him in shreds. (after they get up off the floor laughing)
      The Capitan of the ESBS Hypocrisy must have a butt load a cronie’s all lined up for approval or this would’a never been sported. Wouldn’t hurt, given all the bull squat that’s been sent down the line too your citizens there in Evansville Indiana.
      but it’ll get ripped to tiny pieces by the real corporate world.

    4. John Friend in rare form, as always !

      He asks for far more information than is needed to make a reasonable business decision; he then gets -0- information on which to make a responsible decision; and then votes ‘YES’, even after getting no information whatsoever on which to base a vote. Examples: Hotel, Johnson Controls, 2012 State Board Audit.

      • Remarks taken down by Editor.

        The record is clear on this…Friend asked and asked the Memrods at ERC for the due diligence documents and was denied and the media made him out to be unreasonable…then came Mr Jones, and Friend said, “Mr. Jones, are you vouching for HCW” and Mr. Jones replied, “I would not be invested 11.5 million” the implication of vouching for these apparent charlatans. So as it seems since Winnecke does not know the elements in the due diligence process an ordinance must be in order…but what is so amazing if this clown our Mayor was such a hot shot banker maybe Friend would not be compelled to spell it out in an ordinance.

        Now since the hold world knowSs we are suckers for a hotel do not be surprised that every desperate outfit will be showing up on the ERC’s door step and of course do not expect anything different. MUST MORE INCOMPETENCE AND DECEIT….

      • I agree that the John’s proposal is overly broad. If he asked any of his clients for ten percent of what he is proposing, they would laugh in his face and change accounting firms, and they should.

      • Play close attention to that 4’46 and thru the 4: 58 on the video. Evansville’s due a growl.

    5. “The due diligence ordinance must required the standards of performance by the ERC and its affiliates and the Water and Sewer Utility…”

      “…in addition, even if the City Council has previously authorized a bond issuance and the bond issuance has not been procured, prior to procurement, such standards must be performed and procedures instituted by the Council. ”

      I hope the Commodore is better with numbers than he is with words. Apparently, he didn’t care enough about all this verbiage to proofread it before he sent it.

        • Hey editor did you notice that’s pyramid lake? Yes fun stuff, and still cool, what’s it all about , just listen…………Damn that was fun.

        • While I enjoy the flight videos I still don’t get it. Why did you post then in here? How does a video of an F15 Strike Eagle or a F4 Phantom Jet apply to what John Friend is proposing? But again I did enjoy the video of the F15 doing barrel rolls, Immelmanns and hard banking flat turns. Flying upside down at 500 ft going over 600 mph is exciting and also dangerous.

          • Real diligence overcomes obvious obstacles with focus and skill to stay target and take on a target. Bingo, affirms that the target was taken out. The reply to the commenter PIE was an affirmation of the hit being confirmed. Sorry, guess one can drift and expect others to understand. That goes straight back to the comments and your Counci

      • Those guys are all jerks, You know it, and it was the norm for the offering. Always was.

        Back to the video. The 4: 52. Then the way past, gosh this sites availabilities are pitiful.

        https://www.youtube.com/watch?v=gwZ6_x-mX5E

        When you see this go to the 3: 22 Politics mean absolutely nothing for the balance that works for freedom there.
        Your local stuff is really just localized bullshit fluff in the overall. Please stop it, damn it, because we have people there,and if that requires action, well guess what.? We’re supplying it.

      • Maybe the the so-called Commodore’s spelling is disruptive to the spelling bee queen but this is not the national spelling bee contest, it is YOUR tax dollars going out to the crony capitalist…wait up…you are either for transparency, full disclosure, good public policy or more of the same…JMHO

        • I absolutely am for the things you name. I also think that the tortured effort at writing an ordinance was probably one of the most altruistic things the Councilman has ever tried to do. I just think the goal might be better accomplished if it is written by a lawyer and has its scope narrowed a bit. Can you imagine the questions Missy would ask if it was presented to City Council as written here?

          • My Dear ELB…

            As it appears, apparently Friend was directing this to Danks as a format for guidance…at the conclusion of his email to Danks, doesn’t he indicate that this is his firms checklist which appears to be used for the acquisition and merger of business entities. Obviously comprehensive and in need of abbreviatio….apparently it is a start…obviously the ERC has zero concerning due diligent efforts…

    6. Councilman Friend:

      We get it, Due Diligence is vital, and you asked for a laundry list of same for Downtown Hotel (and apparently received next-to-nothing).

      You seem to forget that, after not receiving the DD information, you went ahead and VOTED YES on the Hotel .

      Mr. Friend, if you publicly apologize to the citizens, and admit that you got a little carried away with your YES vote, then I think the voters will come around and support your efforts to improve the professionalism of approvals for these large projects. If you don’t fall on your sword, I have no sympathy that you didn’t get the data to make an informed decision, because you voted YES anyway !

      All comments IMO only.

      • The listen learned here by Friend should be Mr. Jones, the CEO of Old National Bank is NOT a man to be trusted…is this the message???

        • No, the lesson earned by Friend is that you perform your own due diligence. The notion that ” since Bob Jones says its all good, good enough for me !” is BS. Do you own work to determine if it’s a good deal. If no information is provided, and some big hitter in the community says its ” a great deal”, then you have to immediately ask: if this (big hitter) got the same info I did (i.e., NONE), then why is this such a great deal ?

          This really makes Bob Jones out to be a CAD.

      • ….if this lengthy due diligent ordinance is passed…doesn’t it protect the taxpayers even though Friend and the other 8 members voted yes…appears before the letting of the bond issuance the next outfit will have to be fully vetting…kinda like” fool me once shame on you but fool me twice shame on me”

    7. I truly hope that this is a sincere effort by Councilman Friend to put an effective Due Diligence ordinance in place, and a sign that he has learned from his prior mistakes. However, I think most of the public has the “once burnt, twice shy” feeling when it comes to him and his motives.

    8. Open Letter to Mr. Friend:

      Sir,

      I agree with the early poster, who asked that you apologize for the Hotel project. That would clear the air.

      Additionally, you coined the phrase “Weapons of Mass Distraction” when you decided not to pursue the Indiana State Board Audit of the City.

      Please clear the air on both of these matters, and me (and many others) will recognize your talents and embrace you again !

      • His treatment of Councilwoman Brinkerhoff-Riley is going to be hard to overcome, but doing what you suggest might be a step in the right direction.

        • Not much Friend could do to change my thoughts about him. He had to be aware that SBR was struggling with personal issues and instead of offering a helping hand he exacerbated her problem. He is sheer evil and one with an under developed conscious. Gail just admitted that she did not agree with what SBR stealth recording of the exit briefing, so much for Gail. Gail claims the citizens of Evansville are not entitled to know the financial condition of our city. This information should only be made known to a minimum of 2/3 of the CC.

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