Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023
LAw OFFICE OF SOLOMON STEIMAN
275 MADISON 11" FLOOR, NEW YORK, NEW YORK 10016 T. 917.8:18.592:1 F. 917.210.:1597
AVENUE,
October 4, 2018
Mr. Jordan Bardach
City5 Consulting, LLC
16 Madison Square West, 10th Floor
New York, NY 10010
Re: Establishment of Not-for-Profit Corporation and Achieving Recognition of
Tax Exempt Status
Dear Mr. Bardach:
above-
This letter is to confirm that you have asked me to represent you in the
captioned matter. When formed, I will represent the as-yet unnamed not-for-profit
corporation with respect to such matters as may be referred to my office, and as
discussed herein.
Although, it is my office policy to require payment of a $3,500 retainer at the
time this agreement is signed, I have agreed to a reduced initial retainer of $1,500,
which will enable work to commence and the corporation to be formed upon receipt. In
addition, although the total fee for such legal services will be fixed at a flat rate of
$7,500 (including filing fees and expenses related to the applications that are expected
to be at least $1,000), this work will be performed in stages, with further work
requiring payment not being performed unless and until I obtain your subsequent
approval and payment. Subsequent projects or requests not related to obtaining tax
exempt status shall not be subject to this ceiling on fees.
My fees otherwise are computed primarily on the basis of the time which is used
on your behalf members of my firm - paralegals and others -
by partners, associates,
attorneys'
all or some of whom may work on different aspects of your matter. The time
is billed at $350 per hour and includes drafting of legal documents, legal research,
conferences and correspondence, depositions, court hearings, travel time and phone
calls with you and others. Court filing fees, sheriff's service fees, deposition costs, fees
of expert witnesses and professionals, mailing, photocopying, long distance phone calls,
attorneys'
travel expenses, etc., are separate from time and will be so noted on the
statement.
The following is an outline of the expected work for which the fixed legal fee will
apply.
Incorporation of a New York Not-For-Profit Corporation
" Drafting the certificate of incorporation, by-laws and required policies and
resolutions of the board of directors, including discussion with you of desired
provisions, one week (5-10 hours).
SSTEIAIAN@STEIAIANLAW.('OAI WWW.STEIAIANLAW.COA1
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023
City5 Retainer Letter October 4, 2018
" Following drafting, up to several days to gain New York State approval for the
incorporation. If the corporation is one for which departmental approvals are
required, it might take up to several weeks to obtain the approvals necessary for
incorporation (this depends on further details you provide about desired
operations). (5-10 hours)
" Possible Registration with the New York Charities Bureau following
incorporation and preparation of various documents detailed above, one week (5
hours).
" exemption from New York State Corporation Franchise Taxes (this
Obtaining
will be obtained after U.S. Federal Tax Exempt Status) (1 hour).
Obtaining EIN, Preparing and Filing the Application for U.S. Federal Tax-Exempt
Status
" This will generally take place at the same time as the process above and will not
be delayed by it.
" Following the formation of the corporation, an Employer Identification Number
will be obtained so that you will be able to open a bank account in the name of the
corporation.
" Requisite facts and supporting documentation will be prepared and/or obtained if
necessary, in order to prepare the application, two to four weeks, depending on your
responsiveness (20 hours, approximately).
" Upon submission of the application, your non-profit corporation will be able to
hold itself out to U.S. donors as an organization to which tax deductible donations
may be made, even while the application is being reviewed, provided that the
application is subsequently approved. I would be happy to provide you with a letter
for potential donors attesting to that fact.
" The amount of time the U.S. Internal Revenue Service (IRS) has taken to review
applications has varied. Although currently quicker, it has historically taken the
IRS up to eight months to review applications.
" Upon review, the IRS will either approve the application outright or ask for
additional information. If the IRS requests additional information, the time
involved will depend on how much information they request and what issues they
raise.
I will be involved throughout the process, advocating before the IRS and state
agencies as needed, to ensure approval of the most beneficial tax-exempt status your
entity may qualify for. As discussed, I or another qualified professional will also notify
you of the various compliance requirements, to ensure that you are prepared to run the
not-for-profit corporation, once approved.
The amount of time we discussed it will take is just an estimate and it may be
longer depending on what additional information and documentation is subsequently
required by the various regulatory agencies.
- 2 -
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023
City5 Retainer Letter October 4, 2018
Incident to my representation of you, I will require your cooperation in providing
documents that I request. You agree to gather all necessary documents for my review,
as soon as possible. You also agree to make yourself available for conferences when
required as the matter proceeds.
In the event you fail to communicate with this office when requested and this
condition continues for twenty (20) business days (ten business days if I am trying to
respond to a government agency on your behalf), I reserve the right to terminate my
services. I may also terminate my services if something happens that would make
continuing to represent you unlawful or unethical, or if you insist on pursuing frivolous
claims or defenses, or if you engage in conduct that renders it unreasonably difficult for
me to carry out the representation.
It is agreed by all parties that this office will retain records for seven years from
the last contact with a government agency that concludes the representation. If no
government agency is involved, records will be retained for seven years from the time
the client matter has been concluded.
I shall make every attempt to keep you apprised of the progress of your case by
sending or emailing you photocopies of significant documents and correspondence. Be
assured that your participation in the resolution of this matter is both necessary and
welcome.
Very truly yours,
Solomon Steiman, Esq.
Above terms read and accepted:
Jordan Bardach
Dated: October 4, 2018
Note: I am not associated with other (at this location or other
any attorney any
location) except as otherwise disclosed in this letter.
Important Notice to Clients: This office participates in New York's IOLTA program, which was created by the
clients'
New York courts and legislature. Under this program, interest earned on funds held by this office will
be automatically paid over to the New York Bar Foundation, a tarexempt charitable organization, to fund legal
services for the poor.
- 3 -
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023
ATTACHMENT TO RETAINER LETTER
Statement of Client's Rights
and Responsibilities
Your attorney is providing you with this document to inform you of what you, as a client, are entitled
to by law or by custom. To help prevent any misunderstanding between you and your attorney, please
read this document carefully.
If you ever have any questions about these rights, or about the way your case is being handled, do not
hesitate to ask your attorney. He or she should be readily available to represent your best interests and
keep you informed about your case.
An
attorney may not refuse to represent you on the basis of race, creed, color, sex, sexual orientation,
age, national origin or disability.
You are entitled to an attorney who will be capable of handling your case; show you courtesy and
consideration at all times; represent you zealously; and preserve your confidences and secrets that are
revealed in the course of the relationship.
You are entitled to a written retainer agreement which must set forth, in plain language, the nature of
the relationship and the details of the fee arrangement. At your request, and before you sign the
agreement, you are entitled to have your attorney clarify in writing any of its terms, or include additional
provisions.
You are entitled to fully understand the proposed rates and retainer fee before you sign a retainer
agreement, as in any other contract.
You may refuse to enter into any fee arrangement that you find unsatisfactory. Your attorney may not
request a fee that is contingent on the securing of a divorce or on the amount of money or property that
may be obtained.
Your attorney may not request a retainer fee that is nonrefundable. That is, should you discharge your
attorney or should your attorney withdraw from the case before the retainer is used up, he or she is entitled
to be paid commensurate with the work performed on your case and any expenses, but must return the
balance of the retainer to you. However, your attorney may enter into a minimum fee arrangement with
you that provides for the payment of a specific amount below which the fee will not fall based upon the
handling of the case to its conclusion.
You are entitled to know the approximate number of attorneys and other legal staff members who will be
working on your case at any given time and what you will be charged for the services of each.
You are entitled to know in advance how you will be asked to pay legal fees and expenses, and how
the retainer, if any, will be spent.
At your request, and after your attorney has had a reasonable opportunity to investigate your case, you
are entitled to be given an estimate of approximate future costs of your case, which estimate shall be
made in good faith but may be subject to change due to facts and circumstances affecting the case. You
are entitled to receive a written, itemized bill on a regular basis, at least every 60 days.
You are expected to review the itemized sent by counsel,
bills and to raise any objections or errors in a
timely manner. Time spent in discussion or explanation of bills will not be charged to you.
_4 _
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023
NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023
You are expected to be truthful in all discussions with your attorney and to provide all relevant
information and documentation to enable him or her to competently prepare your case.
You are entitled to be kept informed of the status of your case and to be provided with copies of
correspondence and documents prepared on your behalf or received from the court or your adversary.
You have the right to be present in court at the time that conferences are held.
You are entitled to make the ultimate decision on the objectives to be pursued in your case and to make
the final decision regarding the settlement of your case.
Your attorney's written retainer agreement must specify under what circumstances he or she might
seek to withdraw as your attorney for nonpayment of legal fees. If an action or proceeding is pending, the
lien,"
court may give your attorney a "charging which entitles your attorney to payment for services
already rendered at the end of the case out of the proceeds of the final order or judgment.
You are under no legal obligation to sign a confession of judgment or promissory note, or to agree to a
lien or mortgage on your home to cover legal fees. Your attorney's written retainer agreement must specify
whether and under what circumstances such security may be requested. In no event may such security
interest be obtained by your attorney without prior court approval and notice to your adversary. An
attorney's security interest in the marital residence cannot be foreclosed against you.
You are entitled to have your attorney's best efforts exerted on your behalf, but no particular results
can be guaranteed.
If you entrust money with an attorney for an escrow deposit in your case, the attorney must safeguard the
escrow in a special bank account. You are entitled to a written escrow agreement, a written receipt and a
complete record concerning the escrow. When the terms of the escrow agreement have been performed,
the attorney must promptly make payment of the escrow to all persons who are entitled to it.
In the event of a fee dispute, you may have the right to seek arbitration. Your attorney will provide you
with the necessary information regarding arbitration in the event of a fee dispute or upon your request.
Dated: October 4, 2018
Jordan Bardach
Solomon Steiman, Esq.
- 5 -
Preview
FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023 LAw OFFICE OF SOLOMON STEIMAN 275 MADISON 11" FLOOR, NEW YORK, NEW YORK 10016 T. 917.8:18.592:1 F. 917.210.:1597 AVENUE, October 4, 2018 Mr. Jordan Bardach City5 Consulting, LLC 16 Madison Square West, 10th Floor New York, NY 10010 Re: Establishment of Not-for-Profit Corporation and Achieving Recognition of Tax Exempt Status Dear Mr. Bardach: above- This letter is to confirm that you have asked me to represent you in the captioned matter. When formed, I will represent the as-yet unnamed not-for-profit corporation with respect to such matters as may be referred to my office, and as discussed herein. Although, it is my office policy to require payment of a $3,500 retainer at the time this agreement is signed, I have agreed to a reduced initial retainer of $1,500, which will enable work to commence and the corporation to be formed upon receipt. In addition, although the total fee for such legal services will be fixed at a flat rate of $7,500 (including filing fees and expenses related to the applications that are expected to be at least $1,000), this work will be performed in stages, with further work requiring payment not being performed unless and until I obtain your subsequent approval and payment. Subsequent projects or requests not related to obtaining tax exempt status shall not be subject to this ceiling on fees. My fees otherwise are computed primarily on the basis of the time which is used on your behalf members of my firm - paralegals and others - by partners, associates, attorneys' all or some of whom may work on different aspects of your matter. The time is billed at $350 per hour and includes drafting of legal documents, legal research, conferences and correspondence, depositions, court hearings, travel time and phone calls with you and others. Court filing fees, sheriff's service fees, deposition costs, fees of expert witnesses and professionals, mailing, photocopying, long distance phone calls, attorneys' travel expenses, etc., are separate from time and will be so noted on the statement. The following is an outline of the expected work for which the fixed legal fee will apply. Incorporation of a New York Not-For-Profit Corporation " Drafting the certificate of incorporation, by-laws and required policies and resolutions of the board of directors, including discussion with you of desired provisions, one week (5-10 hours). SSTEIAIAN@STEIAIANLAW.('OAI WWW.STEIAIANLAW.COA1 FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023 City5 Retainer Letter October 4, 2018 " Following drafting, up to several days to gain New York State approval for the incorporation. If the corporation is one for which departmental approvals are required, it might take up to several weeks to obtain the approvals necessary for incorporation (this depends on further details you provide about desired operations). (5-10 hours) " Possible Registration with the New York Charities Bureau following incorporation and preparation of various documents detailed above, one week (5 hours). " exemption from New York State Corporation Franchise Taxes (this Obtaining will be obtained after U.S. Federal Tax Exempt Status) (1 hour). Obtaining EIN, Preparing and Filing the Application for U.S. Federal Tax-Exempt Status " This will generally take place at the same time as the process above and will not be delayed by it. " Following the formation of the corporation, an Employer Identification Number will be obtained so that you will be able to open a bank account in the name of the corporation. " Requisite facts and supporting documentation will be prepared and/or obtained if necessary, in order to prepare the application, two to four weeks, depending on your responsiveness (20 hours, approximately). " Upon submission of the application, your non-profit corporation will be able to hold itself out to U.S. donors as an organization to which tax deductible donations may be made, even while the application is being reviewed, provided that the application is subsequently approved. I would be happy to provide you with a letter for potential donors attesting to that fact. " The amount of time the U.S. Internal Revenue Service (IRS) has taken to review applications has varied. Although currently quicker, it has historically taken the IRS up to eight months to review applications. " Upon review, the IRS will either approve the application outright or ask for additional information. If the IRS requests additional information, the time involved will depend on how much information they request and what issues they raise. I will be involved throughout the process, advocating before the IRS and state agencies as needed, to ensure approval of the most beneficial tax-exempt status your entity may qualify for. As discussed, I or another qualified professional will also notify you of the various compliance requirements, to ensure that you are prepared to run the not-for-profit corporation, once approved. The amount of time we discussed it will take is just an estimate and it may be longer depending on what additional information and documentation is subsequently required by the various regulatory agencies. - 2 - FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023 City5 Retainer Letter October 4, 2018 Incident to my representation of you, I will require your cooperation in providing documents that I request. You agree to gather all necessary documents for my review, as soon as possible. You also agree to make yourself available for conferences when required as the matter proceeds. In the event you fail to communicate with this office when requested and this condition continues for twenty (20) business days (ten business days if I am trying to respond to a government agency on your behalf), I reserve the right to terminate my services. I may also terminate my services if something happens that would make continuing to represent you unlawful or unethical, or if you insist on pursuing frivolous claims or defenses, or if you engage in conduct that renders it unreasonably difficult for me to carry out the representation. It is agreed by all parties that this office will retain records for seven years from the last contact with a government agency that concludes the representation. If no government agency is involved, records will be retained for seven years from the time the client matter has been concluded. I shall make every attempt to keep you apprised of the progress of your case by sending or emailing you photocopies of significant documents and correspondence. Be assured that your participation in the resolution of this matter is both necessary and welcome. Very truly yours, Solomon Steiman, Esq. Above terms read and accepted: Jordan Bardach Dated: October 4, 2018 Note: I am not associated with other (at this location or other any attorney any location) except as otherwise disclosed in this letter. Important Notice to Clients: This office participates in New York's IOLTA program, which was created by the clients' New York courts and legislature. Under this program, interest earned on funds held by this office will be automatically paid over to the New York Bar Foundation, a tarexempt charitable organization, to fund legal services for the poor. - 3 - FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023 ATTACHMENT TO RETAINER LETTER Statement of Client's Rights and Responsibilities Your attorney is providing you with this document to inform you of what you, as a client, are entitled to by law or by custom. To help prevent any misunderstanding between you and your attorney, please read this document carefully. If you ever have any questions about these rights, or about the way your case is being handled, do not hesitate to ask your attorney. He or she should be readily available to represent your best interests and keep you informed about your case. An attorney may not refuse to represent you on the basis of race, creed, color, sex, sexual orientation, age, national origin or disability. You are entitled to an attorney who will be capable of handling your case; show you courtesy and consideration at all times; represent you zealously; and preserve your confidences and secrets that are revealed in the course of the relationship. You are entitled to a written retainer agreement which must set forth, in plain language, the nature of the relationship and the details of the fee arrangement. At your request, and before you sign the agreement, you are entitled to have your attorney clarify in writing any of its terms, or include additional provisions. You are entitled to fully understand the proposed rates and retainer fee before you sign a retainer agreement, as in any other contract. You may refuse to enter into any fee arrangement that you find unsatisfactory. Your attorney may not request a fee that is contingent on the securing of a divorce or on the amount of money or property that may be obtained. Your attorney may not request a retainer fee that is nonrefundable. That is, should you discharge your attorney or should your attorney withdraw from the case before the retainer is used up, he or she is entitled to be paid commensurate with the work performed on your case and any expenses, but must return the balance of the retainer to you. However, your attorney may enter into a minimum fee arrangement with you that provides for the payment of a specific amount below which the fee will not fall based upon the handling of the case to its conclusion. You are entitled to know the approximate number of attorneys and other legal staff members who will be working on your case at any given time and what you will be charged for the services of each. You are entitled to know in advance how you will be asked to pay legal fees and expenses, and how the retainer, if any, will be spent. At your request, and after your attorney has had a reasonable opportunity to investigate your case, you are entitled to be given an estimate of approximate future costs of your case, which estimate shall be made in good faith but may be subject to change due to facts and circumstances affecting the case. You are entitled to receive a written, itemized bill on a regular basis, at least every 60 days. You are expected to review the itemized sent by counsel, bills and to raise any objections or errors in a timely manner. Time spent in discussion or explanation of bills will not be charged to you. _4 _ FILED: NEW YORK COUNTY CLERK 10/27/2023 10:46 PM INDEX NO. 159110/2023 NYSCEF DOC. NO. 101 RECEIVED NYSCEF: 10/27/2023 You are expected to be truthful in all discussions with your attorney and to provide all relevant information and documentation to enable him or her to competently prepare your case. You are entitled to be kept informed of the status of your case and to be provided with copies of correspondence and documents prepared on your behalf or received from the court or your adversary. You have the right to be present in court at the time that conferences are held. You are entitled to make the ultimate decision on the objectives to be pursued in your case and to make the final decision regarding the settlement of your case. Your attorney's written retainer agreement must specify under what circumstances he or she might seek to withdraw as your attorney for nonpayment of legal fees. If an action or proceeding is pending, the lien," court may give your attorney a "charging which entitles your attorney to payment for services already rendered at the end of the case out of the proceeds of the final order or judgment. You are under no legal obligation to sign a confession of judgment or promissory note, or to agree to a lien or mortgage on your home to cover legal fees. Your attorney's written retainer agreement must specify whether and under what circumstances such security may be requested. In no event may such security interest be obtained by your attorney without prior court approval and notice to your adversary. An attorney's security interest in the marital residence cannot be foreclosed against you. You are entitled to have your attorney's best efforts exerted on your behalf, but no particular results can be guaranteed. If you entrust money with an attorney for an escrow deposit in your case, the attorney must safeguard the escrow in a special bank account. You are entitled to a written escrow agreement, a written receipt and a complete record concerning the escrow. When the terms of the escrow agreement have been performed, the attorney must promptly make payment of the escrow to all persons who are entitled to it. In the event of a fee dispute, you may have the right to seek arbitration. Your attorney will provide you with the necessary information regarding arbitration in the event of a fee dispute or upon your request. Dated: October 4, 2018 Jordan Bardach Solomon Steiman, Esq. - 5 -