Comfort Letter
_____________ ___, 200__ The Shanahan Law Firm LLC Re: Civic Initiative Dear Shanahan Law Firm LLC: In connection with the Firm’s consideration of ____________________ (“Organization”) for the Civic Initiative for the period through ________ ___, 200__ , you have asked us to provide this comfort letter. For the time period when the Firm is assisting the Organization and for the time periods described below, we confirm and acknowledge the following: 1. Without this comfort letter, the Firm would not consider the Organization for its Civic Initiative. 2. In the event any information provided in this comfort letter proves not to be accurate during the term of the Firm’s assistance to the Organization, the Organization will immediately notify the Firm. We understand that the Firm may then not be willing or able to continue its assistance. 3. No donor to the Organization has made any claim against, threatened to make a claim against, sued or threatened to sue the Organization in connection with the donor’s contribution to the Organization or the use by the Organization of that donor’s contribution. No donor to the Organization of $10,000 or more in any fiscal year has informed the Organization that it has ceased or will cease to contribute to the Organization because the Organization has breached the intent of the contribution or made unauthorized or inappropriate use of the contribution. 4. No one in either a civil or criminal context has made any claim against, threatened to make a claim against, sued or threatened to sue the Organization or any officer or Board member alleging fraud, theft, misappropriation, breach of fiduciary duty or an unauthorized or inappropriate use of the Organization or its assets. 5. Neither the Internal Revenue Service nor any federal, state or other governmental body has challenged or contested or threatened to challenge or contest the status of the Organization as a not-for-profit corporation or as a tax exempt organization under the Internal Revenue Code. 6. No officer of the Organization or member of the management team in the last five years has been charged with, indicted for or convicted of a felony. 7. During the last five years, there has been no litigation between the Organization and any officer or Board member of the Organization. 8. In the last four years, no Board member, principal officer or Executive Director of the Organization has resigned for reasons relating to fundamental disagreement of policy, the Organization’s mission or the execution of the Organization’s mission. 9. No federal, state or other governmental body or agency that provides funds to the Organization has alleged or claimed that the funds provided to the Organization have been used, spent or allocated in violation of any applicable laws or regulations. 10. The Organization is not insolvent. 11. Pursuant to paragraph 4 of “The Firm’s Expectations Of Its Clients,” subject to scheduling, our President is prepared to meet on a quarterly basis at a time convenient to the schedule of our President and to a representative of your Firm in connection with your assistance to the Organization. 12. Subject to scheduling, the Chair or President of our Board is prepared to meet on a semi-annual basis at a time convenient to the schedule of our Chair or President of our Board and to a representative of your Firm in connection with your assistance to the Organization. 13. Subject to scheduling, to assist the Firm in its service to the Organization, if and when agreeable to the Organization, the Firm may ask the Organization if a representative of your Firm can periodically sit in on Board meetings of the Organization. 14. Our Board of Trustees has been informed of the contents of and/or received copies of: (a) the discussions between the Firm and the Organization; (b) the terms of the Firm’s assistance; (c) the background materials on the Firm and its Principals that the Firm has forwarded to the Organization; (d) the “Frequently Asked Questions” (“FAQ”); and (e) this comfort letter. 15. If the Organization has regular outside counsel, we have informed our regular outside counsel to the same degree that we have informed our Board of Trustees. 16. We have reviewed and are familiar with the terms of the Firm’s assistance and any information included in the FAQ and understand the scope and the limitations on the Firm’s assistance. Sincerely, ORGANIZATION NAME By: ______________________
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