Agenda 12/11/2012 Item #16K312/11/2012 Item 16.K.3.
EXECUTIVE SUMMARY
Recommendation to approve a Retention Agreement for legal services with the law firm of
Henderson, Franklin, Starnes & Holt, P.A.
OBJECTIVE: To obtain approval to enter into a Retention Agreement for legal services with
the law firm of Henderson, Franklin, Starnes & Holt, P.A. ( "Henderson Franklin ").
CONSIDERATIONS: Attached for the Board's approval is a Retention Agreement with the
law firm of Henderson Franklin; which is a law firm that would be used by the County on an as-
needed basis to provide specialized legal services. The County currently employs Henderson
Franklin to handle several case specific matters pursuant to separate contracts. The attached
contract does not address any specific project or assignment but rather sets forth the criteria
under which payment will be made when services are requested on an as- needed- basis.
Although this firm has a wide array of legal expertise, as identified in the agreement, the County
generally anticipates requesting services in the area of labor and employment law.
The undersigned contacted Henderson Franklin on November 9, 2012, to discuss retaining their
services after receiving a notice of claim letter from Attorney Douglas Wilson; which in part
threatened the possibility of filing suit against the County. Mr. Wilson's letter also named
Commissioner Hiller and County Attorney Klatzkow as potential defendants. Because the
County Attorney is identified as a potential party, the retention of Henderson Franklin will best
serve as an independent and direct counsel to protect the interests of the County.
With the exception of referencing a specific assignment, the attached Retention Agreement
contains the same terms and provisions as one previously approved by the Board with Henderson
Franklin on January 24, 2012 (Agenda Item 16K3). Finally, it is further requested that the Board
authorize an effective date for the Retention Agreement and the issuance of a Purchase Order for
the assignment referenced in the above paragraph commencing November 9, 2012.
FISCAL IMPACT: There is no direct fiscal impact incurred by the approval of this Retainer
Agreement.
GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact associated
with this Executive Summary.
RECOMMENDATION: That the Board of County Commissioners approve and authorize the
Chairman to sign the attached Retention Agreement with Henderson, Franklin, Starnes & Holt,
P.A., and authorize an effective date for the Retention Agreement and the issuance of a Purchase
Order for the assignment referenced in the second paragraph of the Considerations section
commencing November 9, 2012.
Prepared by: Scott R. Teach, Deputy County Attorney
Attachments: Retention Agreement with Henderson, Franklin, Starnes & Holt, P.A.
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12/11/2012 Item 16.K.3.
'-N, COLLIER COUNTY
Board of County Commissioners
Item Number: 16.K.3.
Item Summary: Recommendation to approve a Retention Agreement for legal services
with the law firm of Henderson, Franklin, Starnes & Holt, P.A.
Meeting Date: 12/11/2012
Prepared By
Name: CrotteauKathynell
Title: Legal Secretary,County Attorney
11/30/2012 2:34:22 PM
Approved By
Name: TeachScott
Title: Deputy County Attorney,County Attorney
Date: 12/3/2012 11:01:01 AM
Name: GreenwaldRandy
Title: Management/Budget Analyst,Office of Management & B
Date: 12/3/2012 1:10:23 PM
Name: KlatzkowJeff
Title: County Attorney
Date: 12/3/2012 1:21:31 PM
Name: IsacksonMark
Title: Director -Corp Financial and Mgmt Svs,CMO
Date: 12/3/2012 3:37:59 PM
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12/11/2012 Item 16.K.3.
RETENTION AGREEMENT WITH
HENDERSON, FRANKLIN, STARNES & HOLT, P.A.
This Retention Agreement is made by and between the Board of County Commissioners
of Collier County, Florida (the "County "), and the law firm of Henderson, Franklin, Starnes &
Holt, P.A. of Ft. Myers, Florida ( "Henderson Franklin ") effective as of November 9, 2012.
Whereas, Henderson Franklin has special expertise and resources in a wide range of legal
matters, including but not limited to: employment law, construction law, tort law, commercial
litigation, environmental law, land use and appellate advocacy; and
Whereas, the County from time to time has a requirement and need for legal services
which are particularly within the expertise of Henderson Franklin.
Now, therefore, in consideration of the premises contained herein, the County hereby
hires and retains Henderson Franklin and Henderson Franklin hereby agrees to provide legal
services to County.
ARTICLE 1
COMPENSATION; METHOD OF PAYMENT
1.1 Compensation shall be paid to Henderson Franklin in accordance with the terms set forth
in Exhibit "A" attached hereto and made a part hereof. Requirements for reimbursable expenses
are set forth in Exhibit `B," attached hereto and made a part hereof. Expenses other than
automobile expenses must be documented by copies of paid receipts or other evidence of
payment. The Certificate contained in Exhibit "C" must be included with every invoice
submitted for payment.
1.2 The rates set forth in Exhibit "A" shall remain in effect without change for a minimum of
two (2) years from the effective date of this Agreement. In the subsequent years of the
Agreement, upon the request of Henderson Franklin, the County Attorney is authorized to
negotiate to increase the hourly rate up to a maximum of ten (10) percent without approval by
the Board of County Commissioners. In the negotiation process, Henderson Franklin must
substantiate the reason the request is being made (i.e. market conditions, increase in CPI, etc.)
1.3 Multiple Attorney Assignments. The County acknowledges that, from time to time, it
may be advisable for Henderson Franklin to assign more than one attorney to a project or case.
Nevertheless, in order to ensure that such multiple attorney assignments are efficient and cost-
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effective for the County, Henderson Franklin agrees to the following procedures and billing
limitations for multiple attorney assignments.
1.3.1 A primary attorney will be identified for such projects or cases and that attorney will be
the contact attorney for the County except in the case of an emergency or the County's written
pre- approval. In practice, this means that generally only the primary attorney will meet or
communicate directly with County personnel or attend meetings, court, arbitrations, mediations
or other proceedings on behalf of the County.
1.3.2 Attorneys assigned to a project or case other than the primary attorney will be less senior
attorneys with lower billing rates unless the additional attorney(s) has/have a demonstrated
expertise that will demonstrably enhance the value and efficiency of the legal services being
provided to the County.
1.3.3 Henderson Franklin agrees that internal or in -house conferences among multiple
attorneys assigned to a project or case shall be kept to the minimum reasonably necessary for the
provision of the legal services in question. To the extent internal or in -house conferences among
multiple attorneys assigned to a project or case are necessary, each such attorney may bill his or
her customary rate for up to thirty (30) minutes for any such conference. To the extent such a
conference exceeds thirty (30) minutes in length, Henderson Franklin agrees that it will discount
the total billings for all attorneys involved in the conference by forty -five (45) percent.
1.4 Henderson Franklin may submit invoices for hourly work assignments pursuant to
Exhibit "A" only after the services for which the invoices are submitted have been completed or
expenses incurred. An original invoice plus one copy is due within fifteen (15) days of the end
of the month, except the final invoice which must be received no later than sixty (60) days after
the work is completed or the expiration of this Agreement.
1.5 To be deemed proper, all invoices must comply with the requirements set forth in this
Agreement and must be submitted on the form and pursuant to the instruction prescribed by
County. Payment may be withheld for failure of Henderson Franklin to comply with a term,
condition, or requirement of this Agreement.
1.6 Payment shall be made to Henderson Franklin at:
Henderson Franklin
1715 Monroe Street
Post Office Box 280
Ft. Myers, FL 33902
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ARTICLE 2
INSURANCE
2.1 In order to insure the indemnification obligation contained above, Henderson Franklin
shall as a minimum, provide, pay for, and maintain in force at all times during the term of this
Agreement, professional liability insurance in an amount not less than Two Million Dollars
($2,000,000.00) Per Occurrence, Combined Single Limits. If any liability insurance obtained by
Henderson Franklin to comply with the insurance requirements contained herein is issued on a
"claims made" form as opposed to an 'occurrence" form, the retroactive date for coverage shall
be no later than the commencement date of the assigned work to which this Agreement applies,
and such insurance shall provide, in the event of cancellation or non - renewal, that the discovery
period for insurance claims (tail coverage) shall not be less than three years following the
completion of the assigned work and acceptance by the County.
2.2 Such policy or policies shall be issued by United States Treasury approved companies
authorized to do business in the State of Florida, and having agents upon whom service of
process may be made in Collier County, Florida.
2.3 Henderson Franklin shall furnish to the Risk Management Director Certificates of
Insurance or endorsements evidencing the insurance coverages specified by this Article prior to
beginning performance of work under this Agreement.
ARTICLE 3
TERM AND TIME OF PERFORMANCE
3.1 The term of this Agreement shall be for a period of two (2) years to begin September 13,
2011 and to end on September 12, 2013, unless terminated earlier in accordance with the
provisions of this Agreement. Absent notice of intent to terminate, the Agreement may be
renewed upon mutual consent of the parties for three (3) additional terms of one (1) year each.
(In the event the term of this Agreement extends beyond a single fiscal year of County, the
continuation of this Agreement beyond the end of any fiscal year shall be subject to the
availability of funds from County in accordance with Chapter 129, Florida Statutes.)
3.2 Time shall be deemed to be of the essence in performing the duties, obligations and
responsibilities by this Agreement.
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3.3 Any amendments, alterations, variations, modifications or waivers of provisions of this
Agreement shall only be valid when they have been reduced to writing, duly signed by both
parties hereto, and attached to the original of this Agreement.
ARTICLE 4
TERMINATION
4.1 This Agreement may be terminated by either party for cause upon ten (10) days' notice or
by either party for convenience upon no less than thirty (30) days' advance written notice in
accordance with the "NOTICES" section of this Agreement.
4.2 Termination of this Agreement for cause shall include, but not be limited to, failure to
suitably perform the work, failure to continuously perform the work in a manner calculated to
meet or accomplish the objectives of County as set forth in this Agreement, or multiple breach of
the provisions of this Agreement notwithstanding whether any such breach was previously
waived or cured.
4.3 In the event this Agreement is terminated for convenience, Henderson Franklin shall be
n paid for any services performed .to the date the Agreement is terminated; however, upon notice
by either party to terminate, Henderson Franklin shall refrain from - performing further services or
incurring additional expenses under the term of this Agreement. Henderson Franklin
acknowledges and agrees that Ten Dollars ($10) of the compensation to be paid by County, the
adequacy of which is hereby acknowledged by Henderson Franklin, is given as specific
consideration to Henderson Franklin for County's right to terminate this Agreement for
convenience. Henderson Franklin's obligations to the County as provided for hereunder shall
cease upon termination, except for participating in an orderly and professional transfer of such
responsibilities and files or copies of files to the County or its designee
ARTICLE 5
RECORD AUDIT AND INSPECTION
5.1 County shall have the right to audit the books and records of Henderson Franklin
pertinent to the funding under this Agreement. Henderson Franklin shall preserve and make
available, at reasonable times for examination and audit by County, all financial records,
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supporting documents, and other documents pertinent to this Agreement for a period of three (3) ^
years after termination of this Agreement or, if any audit has been initiated and audit findings
have not been resolved at the end of the three years, the books and records shall be retained until
resolution of the audit findings.
5.2 If the Florida Public Records Act (Chapter 119, Fla. Stat.) is determined by County to be
applicable to Henderson Franklin's records, Henderson Franklin shall comply with all
requirements thereof, however, no confidentiality or non - disclosure requirement of either federal
or state law shall be violated by Henderson Franklin.
ARTICLE 6
CONFLICT OF INTEREST
6.1 Henderson Franklin states that it is familiar with and will comply with the terms and
conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics).
6.2 It is important that Henderson Franklin be independent and impartial in order to properly
conduct its services to the County. Henderson Franklin shall not act as counsel in any lawsuit or
^
other adversary proceeding in which County is named as an adversary party or in which
Henderson Franklin takes an adverse position to the County.
6.3 Neither Henderson Franklin nor its employees shall have or hold any continuing or
frequently recurring employment or contractual relationship that is substantially antagonistic or
incompatible with Henderson Franklin's loyal and conscientious exercise of judgment related to
its performance under this Agreement.
6.4 In the event Henderson Franklin is permitted to utilize subcontractors, herein, to perform
any services required by this Agreement, Henderson Franklin agrees to prohibit such
subcontractors, by written contract, from having any conflicts as within the meaning of this
section.
6.5 If at any time Henderson Franklin's.firm represents a client in matters having to do with
the Collier County government, be it before the Board of County Commissioners or any other
agency or division of Collier County government, Henderson Franklin will contact the County
Attorney's Office before undertaking such representation so that it can be determined whether a
conflict of interest exists.
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^ ARTICLE 7
INDEMNIFICATION
7.1 Henderson Franklin acknowledges and agrees that Ten Dollars ($10.00) of the
compensation to be paid by County, the adequacy of which is hereby acknowledged by
Henderson Franklin is given as specific consideration to Henderson Franklin so that Henderson
Franklin shall at all times hereafter indemnify, hold harmless and, at County's option, defend or
pay for an attorney selected by County to defend County, its officers, agents, servants, and
employees against any and all claims, losses, liabilities, and expenditures of any kind, including
attorney fees, court costs, and expenses, caused by negligent act or omission of Henderson
Franklin, its employees, agents, servants, or officers, or accruing, resulting from, or related to the
subject matter of this Agreement including, without limitation, any and all claims, demands or
causes of action of any nature whatsoever resulting from injuries or damages sustained by any
person or property. The provisions of this section shall survive the expiration or earlier
termination of this Agreement. To the extent considered necessary by County, any sums due
Henderson Franklin under. this Agreement may be retained by County until all of County's
claims for indemnification pursuant to this Agreement have been settled or otherwise resolved;
and any amount withheld shall not be subject to payment of interest by County.
ARTICLE 8
OWNERSHIP OF "DOCUMENTS
8.1 Any and all reports, photographs, surveys, and other data and documents provided or
created in connection with this Agreement are and shall remain the property of County. In the
event of termination of this Agreement, any reports, photographs, surveys, and other data and
documents prepared by Henderson Franklin, whether finished or unfinished, shall become the
property of County and shall be delivered by Henderson Franklin to the County within seven (7)
days of termination of this Agreement by either party. Any compensation due to Henderson
Franklin shall be withheld until all documents are received as provided herein.
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ARTICLE 9
INDEPENDENT CONTRACTOR
9.1 Henderson Franklin is an independent contractor under this Agreement. Services
provided by Henderson Franklin shall be subject to the supervision of Henderson Franklin, and
such services shall not be provided by Henderson Franklin as officers, employees, or agents of
the County. The parties expressly acknowledge that it is not their intent to create any rights or
obligations in any third person or entity under this Agreement.
ARTICLE 10
NONDISCRIMINATION, EQUAL OPPORTUNITY
AND AMERICANS WITH DISABILITIES ACT
10.1 Henderson Franklin shall not unlawfully discriminate against any person in its operations
and activities in its use or expenditure of the funds or any portion of the funds provided by this
Agreement and shall affirmatively comply with all applicable provisions of the Americans with
Disabilities Act (ADA) in the course of providing any services funded in whole or in part by
County, including Titles I and II of the ADA (regarding nondiscrimination on the basis of
disability), and all applicable regulations, guidelines, and standards.
10.2 Henderson Franklin's decisions regarding the delivery of services under this Agreement
shall be made without regard to or consideration of race, age, religion, color, gender, sexual
orientation national origin, martial status, physical or mental disability, political affiliation, or
any other factor which cannot be lawfully or appropriately used as a basis for service delivery.
10.3 Henderson Franklin shall comply with Title I of the Americans with Disabilities Act
regarding nondiscrimination on the basis of disability in employment and further shall not
discriminate against any employee or applicant for employment because of race, age, religion,
color, gender, sexual orientation, national origin, marital status, political affiliation, or physical
or mental disability. In addition, Henderson Franklin shall take affirmative steps to ensure
nondiscrimination in employment against disabled persons. Such actions shall include, but not
be limited to, the following: employment, upgrading, demotion, transfer, recruitment or
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recruitment advertising, layoff, termination, rates of pay, other forms of compensation, terms and
conditions of employment, training (including apprenticeship), and accessibility.
10.4 Henderson Franklin shall take affirmative action to ensure that applicants are employed
and employees are treated without regard to race, age, religion, color, gender, sexual orientation,
national origin, marital status, political affiliation, or physical or mental disability during
employment. Such actions shall include, but not be limited to, the following: employment,
upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, termination, rates
of pay, other forms of compensation, terms and conditions of employment, training (including
apprenticeship), and accessibility.
10.5 Henderson Franklin shall not engage in or commit any discriminatory practice in
performing the Scope of Services or any part of Scope of Services of this Agreement.
ARTICLE 11
NOTICES
11.1 Whenever either party desires to give notice to the other, such notice must be in writing,
sent by registered or certified United States Mail, postage prepaid, return receipt requested, or by
hand - delivery, addressed to the party for whom it is intended at the place last specified. The
place for giving notice shall remain the same as set forth herein until changed in writing in the
manner provided in this section. For the present, the parties designate the following:
FOR COLLIER COUNTY:
Jeffrey A. Klatzkow, County Attorney
Government Center
3299 Tamiami Trail East
Suite 800
Naples, Florida 34112
FOR HENDERSON FRANKLIN:
John F. Potanovic, Esq.
Henderson, Franklin, Starnes & Holt, P.A.
1715 Monroe Street
Post Office Box 280
Ft. Myers, FL 33902
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ARTICLE 12
MISCELLANEOUS
12.1.1 WAIVER OF BREACH AND MATERIALITY Failure by County to enforce any
provision of this Agreement shall not be deemed a waiver of the provision or modification of this
Agreement. A waiver of any breach of a provision of this Agreement shall not be deemed a
waiver of any subsequent breach and shall not be construed to be a modification of the terms of
this Agreement.
12.1.2 COMPLIANCE WITH LAWS Henderson Franklin shall comply with all federal, state,
and local laws, codes, ordinances, rules, and regulations in performing its duties, responsibilities,
and obligations related to this Agreement.
12.3 SEVERANCE In the event a portion of this Agreement is found by a court of
competent jurisdiction to be invalid, the remaining provisions shall continue to be effective
unless County and Henderson Franklin elect to terminate this Agreement. The election to
terminate this Agreement based upon this provision shall be made within seven (7) days after the
finding by the court becomes final.
12.4 APPLICABLE LAW AND VENUE This Agreement shall be interpreted and
construed in accordance with and governed by the laws of the State of Florida. Venue for
litigation concerning this Agreement shall be in Collier County, Florida.
12.5 PRIOR AGREEMENTS This document supercedes all prior negotiations,
correspondence, conversations, agreements, and understandings applicable to the matters
contained herein and the parties agree that there are no commitments, agreements or
understandings concerning the subject matter of this Agreement that are not contained in this
document. Accordingly, the parties agree that no deviation from the terms hereof shall be
predicated upon any prior representations or agreements, whether oral or written. It is further
agreed that no modification, amendment or alteration in the terms or conditions contained herein
shall be effective unless contained in a written document in accordance with Article 3 above.
12.6 INCORPORATION BY REFERENCE The truth and accuracy of each "Whereas"
clause set forth above is acknowledged by the parties. The attached Exhibits "A," "B" and "C"
are incorporated into and made a part of this Agreement.
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IN WITNESS WHEREOF, the Parties have executed this Agreement on the date and
year first above written.
BOARD OF COUNTY COMMISSIONERS
ATTEST: OF COLLIER COUNTY, FLORIDA
DWIGHT E. BROCK, CLERK
By:
FRED W. COYLE, CHAIRMAN
Approved as to form and
legal sufficiency
SfZ7
Scott R. Teach
Deputy County Attorney
HENDERSON FRANKLIN
STARNES & HOLT, P.A.
By:
Its:
STATE OF FLORIDA
COUNTY OF LEON
The foregoing Retention Agreement was acknowledged before me this day of
2011, by as of Henderson Franklin
Starnes &Holt, P.A., on behalf of He /she is personally known to
me or produced as identification.
Signature of Notary Public
Name of Notary Public typed, printed or
My Commission Expires:
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EXHIBIT A
For professional services rendered, Henderson Franklin's fee shall be based on the hourly rate as
follows:
Attorney Billine Rate
John F. Potanovic $275.00 per hour
All other Partners $275.00 per hour
Suzanne M. Boy, Associate $190.00 per hour
All other Associates $190.00 per hour
Paralegals $90.00 per hour
Henderson Franklin's fee shall not exceed $100,000.00 per new matter assigned without the
approval of the Board of County Commissioners. Any expenditure beyond the initial
$100,000.00 approval by the Board of County Commissioners must have Board approval prior to
work being performed. (Where appropriate a "not to exceed" sum shall be agreed to when each
assignment is made to Henderson Franklin.)
In the event that Henderson Franklin is required or requested to perform any additional or
extraordinary services not herein contemplated, Henderson Franklin shall be entitled to apply for
additional compensation, the amount of which shall be subject to the approval of County and no
such additional compensation in excess of the amount herein stated shall be paid unless
specifically authorized in advance by County in its sole discretion.
Henderson Franklin shall provide, at no cost to County, the annual response to County's auditors
regarding pending or threatened litigation. The auditors typically request information regarding
all litigation, claims and assessments considered to be material. The response should include the
nature of the litigation, the progress of the case to date, an estimate of the amount or range of
potential loss, and any other information considered necessary to explain the case. Henderson
Franklin shall provide said response within 30 days of receipt of the request.
Divisions, or departments within such divisions, shall be responsible and pay for legal counsel
services relating to litigation and outside counsel specifically for cases, matters or issues relating
to such division or department, as determined by the County Attorney in coordination with the
County Manager.
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EXHIBIT B
1. In addition to the charges for professional fees set forth in Exhibit "A," and the Schedules
attached hereto, County shall reimburse Henderson Franklin for out -of- pocket expenses
reasonably incurred in the course of rendering such legal services, including costs of long
distance calls, printing, costs of reproduction, and necessary travel expenses incurred in
accordance with the requirements of Chapter 112, F.S. Henderson Franklin shall not charge for
travel of attorneys between its offices so that it can provide the best available and most
appropriate lawyer in any of its office locations for the issues involved.
2. Henderson Franklin shall submit invoices on a monthly basis for the payment of out -of.
pocket expenses. Each invoice shall include a signed certificate listing all costs, expenses,
vouchers, invoices and other documentary evidence that will describe in reasonable detail the
basis for expenditures for which reimbursement is sought as set forth below.
REQUIREMENTS
The following represents Collier County's payment requirements for legal costs
➢ Your federal employee identification number must be on all invoices submitted.
➢ The applicable Purchase Order number must be on all invoices submitted.
➢ No service, interest, or other charge of like nature is to be imposed with regard to
any item, invoice, or request. All firms doing business with Collier County must
have a current W -9 "Request for Taxpayer Identification Number and
Certification" on file.
➢ Services rendered must be specifically and concisely identified.
➢ Names of persons performing services, hourly rates, and dates must be listed. The
County agrees to reimburse Henderson Franklin for retention and utilization of
sub - consultants.
➢ Reimbursable expense must be verified by attached receipts or copies thereof.
➢ Claims for mileage and meals cannot exceed statutory allowance as provided for
under Chapter 112, F.S. Meals and mileage cannot be charged unless the
professional has traveled outside the county of the principal business location.
➢ Claims for lodging at single rate (actual cost) must be substantiated by paid bill or
charge, with a cap of no more than $150.00 per night.
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➢ Car rentals required for travel should include compact or standard -size vehicles
only.
➢ Common carrier travel shall be reimbursable at tourist or coach class fares only.
➢ Accounting Division requires original receipts, or copies of receipts which have
been individually certified to be true copies of the originals. In addition the
Certificate contained in Exhibit C must accompany each invoice. The certifying
person must sign the Certification form and a description provided of the items,
which are certified.
➢ Faxes shall not be reimbursed
➢ Legal Research costs ( Lexis- Nexis, Westlaw, etc.) shall not be reimbursed
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EXHIBIT C
CERTIFICATE
IT IS HEREBY CERTIFIED that:
12/11/2012 Item 16.K.3.
1 • has been duly designated as special counsel to
render legal services or provider of services for or on behalf of Collier County;
2. Each of the documents hereinafter identified and attached is a true and correct copy of the
original record;
3. Expenditure(s) enumerated represent costs necessarily incurred during the course of
official business for which payment has not been received and for which documentation is
not available or reasonably retrievable;
4. Claims are in compliance with the applicable statutes and administrative orders, and with
the express provision that all other parties are barred from entitlement to any part of these
costs.
RE: Invoice No. , Dated
Period Covered: , Amount
IN -HOUSE CHARGES:
Photocopies:
Mileage:
OTHER (Copies of invoices required):
Long Distance Calls
Other:
TOTAL:
copies @ $0.15 /each $
miles @ /mile $
FOR THE FIRM
Signed: _
Print Name:
Title:
Date:
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Q
C
0