Backup Documents 05/26/2020 Item #16K 2ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO i 1(
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE i R
Print on pink paper. Attach to original document. I he completed routing slip and original documents are to be foricarded to the ( oun(N AttorueN t)Itice
at the time the item is placed on the agenda. All completed routing slips and original documents must be received in the County Attorney Office no later
than Monday preceding the Board meeting.
**NEW** ROUTING SLIP
Complete routing lines # 1 through #2 as appropriate for additional signatures, dates, and/or information needed. If the document is already complete with the
exception of the Chairman's signature, draw a line through routine lines # 1 throueh #2. complete the checklist. and forward to the Countv Attomev Office.
Route to Addressees (List in routing order)
Office
Initials
Date
1.
2.
3. County Attorney Office
County Attorney Office
SRT
05/26/20
4. BCC Office
Board of County
Commissioners
oto
5. Minutes and Records
Clerk of Court's Office
9
PRIMARY CONTACT INFORMATION
Normally the primary contact is the person who created/prepared the Executive Summary. Primary contact information is needed in the event one of the
addressees above may need to contact staff for additional or missing information.
Name of Primary Staff
Scott Teach/County Attorney's Office
Contact Information
239-252-8400
Contact / Department
Agenda Date Item was
Apg;] ,)Q ^^^^
Agenda Item Number
16K2
Approved by the BCC
12G3Type of
Retention Agreeme or Legal Services
Number of Original
1
Document Attached
with Gardner, Bist, Bowden, Bush, Dee,
Documents Attached
LaVia & Wright, P.A.
PO number or account
N/A
number if document is
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark "N/A" in the Not Applicable column, whichever is
Yes
N/A (Not
appropriate.
Initial
Applicable)
1.
Does the document require the chairman's original signature STAMP OK
N/A
2.
Does the document need to be sent to another agency for additional signatures? if yes,
N/A
provide the Contact Information(Name; Agency; Address; Phone on an attached sheet.
3.
Original document has been signed/initialed for legal sufficiency. (All documents to be
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signed by the Chairman, with the exception of most letters, must be reviewed and signed
by the Office of the County Attorney.
4.
All handwritten strike -through and revisions have been initialed by the County Attorney's
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Office and all other parties except the BCC Chairman and the Clerk to the Board
5.
The Chairman's signature line date has been entered as the date of BCC approval of the
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document or the final negotiated contract date whichever is applicable.
6.
"Sign here" tabs are placed on the appropriate pages indicating where the Chairman's
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signature and initials are required.
7.
In most cases (some contracts are an exception), the original document and this routing slip
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should be provided to the County Attorney Office at the time the item is input into SIRE.
Some documents are time sensitive and require forwarding to Tallahassee within a certain
time frame or the BCC's actions are nullified. Be aware of your deadlines!
8.
The document was approved by the BCC on 5/26/2020 and all changes made during
SRT
N/A is not
the meeting have been incorporated in the attached document. The County
an option for
Attorney's Office has reviewed the changes, if applicable.
this line.
9.
Initials of attorney verifying that the attached document is the version approved by the
A is not
BCC, all changes directed by the BCC have been made, and the document is ready for the
option for
ilis
Chairman's signature.
line.
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MEMORANDUM
Date: June 1, 2020
To: Scott Teach, Deputy County Attorney
Collier County Attorney's Office
From: Ann Jennejohn, Deputy Clerk
Minutes & Records Department
Re: Retention Agreement for Legal Services with Gardner, Bist,
Bowden, Bush, Dee, LaVia & Wright, P.A.
Attached, please find a copy of the agreement referenced above (Item #16K2)
approved by the Board of County Commissioners on Tuesday, May 26, 2020.
The original document will be held in the Minutes and Records Department for
the Board's Official Record.
If you have any questions, please contact me at 252-8406.
Thank you.
Attachment
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RETENTION AGREEMENT WITH
GARDNER, BIST, BOWDEN, BUSH, DEE, LAVIA & WRIGHT, 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 Gardner, Bist, Bowden, Bush,
Dee, LaVia & Wright, P.A., a Florida Professional Association located in 'Tallahassee, Florida
(hereafter the "Firm").
Whereas, David S. Dee is a partner with the Firm, and the Firm has special expertise and
resources in a wide range of legal matters, with particular expertise in local government law,
environmental law and permitting of solid waste facilities and related issues, and Mr. Dee has
previously successfully represented the County in such matters, including various agreements
concerning the landfill and waste collection and disposal; and
Whereas, the County from time to time has a requirement and need for legal services that
are particularly within the Finm's area of specialization; and
Now, therefore, in consideration of the premises contained herein, the County hereby
hires and retains Firm and the Firm hereby agrees to provide legal services to the County.
ARTICLE 1
COMPENSATION, METHOD OFTAYMENT
1.1 Compensation shall be paid to the Firm 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 the Firm, 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, the Firm 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 the Finn 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-effective for the County, the
Firm 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 attomey(s)
has/have a demonstrated expertise that will demonstrably enhance the value
and efficiency of the legal services being provided to the County.
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1.3.3 The Firm 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, the Firm agrees that it will
discount the total billings for all attorneys involved in the conference by forty-
five (45) percent.
1.4 The Firm 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 the Firm to comply with a term,
condition, or requirement of this Agreement.
1.6 Payment shall be made to the Firm at:
Gardner, Bist, Bowden, Bush, Dee, LaVia & Wright, P.A.
1300 Thomaswood Drive
Tallahassee, FL 32308-7914
or electronically upon payment instructions being provided by the Firm to the
County.
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ARTICLE 2
INSURANCE
2.1 The Firm 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
Three Million Dollars ($3,000,000.00) Per Occurrence, Combined Single Limits. if any
liability insurance obtained by the Firm 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 the State of Florida.
2.3 The Firm 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 three (3) years to begin effective
May 15, 2020 and to end on May 14, 2023, unless terminated earlier in accordance with
the provisions of this Agreement. Absent notice of intent to terminate, the Agreement
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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.
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, the Firm shall be paid for any
services performed to the date the Agreement is terminated; however, upon notice by
either party to terminate, the Firm shall refrain from performing further services or
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incurring additional expenses under the term of this Agreement. The Firm acknowledges
and agrees that Ten Dollars ($10.00) of the compensation to be paid by County, the
adequacy of which is hereby acknowledged by the Firm, is given as specific
consideration to the Firm for County's right to terminate this Agreement for convenience.
The Firm'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 the Firm pertinent to the
funding under this Agreement. The Firm shall preserve and make available, at
reasonable times for examination and audit by County, all financial records, 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 the Firm's records, the Firm shall comply with all requirements thereof,
however, no confidentiality or non -disclosure requirement of either federal or State law
shall be violated by the Firm.
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ARTICLE 6
CONFLICT OF INTEREST
6.1 The Firm states that it is familiar with and will comply with the applicable terms and
conditions of Chapter 112, Part III, Florida Statutes (Code of Ethics).
6.2 It is important that the Firm be independent and impartial in order to properly conduct its
services to the County. The Firm shall not act as counsel in any lawsuit or other
adversary proceeding in which County is named as an adversary party or in which the
Firm takes an adverse position to the County.
6.3 Neither the Firm nor its employees shall have or hold any continuing or frequently
recurring employment or contractual relationship that is substantially antagonistic or
incompatible with the Finn's loyal and conscientious exercise of judgment related to its
performance under this Agreement.
6.4 In the event the Firm is permitted to utilize subcontractors, herein, to perform any
services required by this Agreement, the Firm 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 the 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, the Firm 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
OWNERSHIP OF DOCUMENTS
7.1 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 the Firm, whether finished or unfinished, shall
become the property of County and shall be delivered by the Firm to the County within
seven (7) days of termination of this Agreement by either party. Any compensation due
to the Firm shall be withheld until all documents are received as provided herein.
ARTICLE 8
INDEPENDENT CONTRACTOR
8.1 The Firm is an independent contractor under this Agreement. Services provided by the
Firm shall be subject to the supervision of the Firm, and such services shall not be
provided by the Firm 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 9
NONDISCRIMINATION, EQUAL OPPORTUNITY
AND AMERICANS WITH DISABILITIES ACT
9.1 The Firm 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
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whole or in part by County, including Titles I and 11 of the ADA (regarding
nondiscrimination on the basis of disability), and all applicable regulations, guidelines,
and standards.
9.2 The Finn's decisions regarding the delivery of services under this Agreement shall be
made without regard to or consideration of race, age, religion, color, gender, national
origin, marital status, physical or mental disability, political affiliation, or any other factor
which cannot be lawfully or appropriately used as a basis for service delivery.
9.3 The Firm 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, national origin, marital status, political affiliation, or physical or
mental disability. In addition, the Firm 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 recruitment advertising, layoff, termination, rates of pay, other forms of
compensation, terms and conditions of employment, training (including apprenticeship),
and accessibility.
9.4 The Firm shall take affirmative action to ensure that applicants are employed, and
employees are treated without regard to race, age, religion, color, gender, 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
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pay, other forms of compensation, terms and conditions of employment, training
(including apprenticeship), and accessibility.
9.5 The Firm 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 10
NOTICES
10.1 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 THE FIRM:
Gardner, Bist, Bowden, Bush, Dee, LaVia & Wright, P.A.
1300 Thomaswood Drive
Tallahassee, FL 32308-7914
ARTICLE 11
MISCELLANEOUS
11.1 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
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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.
11.2 COMPLIANCE WITH LAWS
The Firm shall comply with all applicable federal, state, and local laws, codes,
ordinances, rules, and regulations in performing its duties, responsibilities, and
obligations related to this Agreement.
11.3 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 the
Firm 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.
11.4 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.
11.5 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
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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.
11.6 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.
I m 1 I. (p— J-202 0 BOARD OF COUNTY COMMISSIONERS
OF COLLIER COUNTY. FLORIDA
ATTEST-4:\N ........
CRYS ., ' I , tI�IZEC Clerk By:
BURT L. SAUNDERS,
CHAIRMAN
fittest -a chair
signature onjj;' h
A ro d as to form and legality
S Teach
Deputy County Attorney
In
item # V- LILY
Agenda
Date
Date Redd
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Gardner,9#s,Bowden, Bush, Dee, LaVi Wright, P.A.
Its. V
STATE OF FLORIDA
COUNTY OF LEON
The foregoing Retention Agreement was acknowledged before me this /Oay of
by as // of Gardner, Bist, Bowden, Bush,
Dee, LaVia & Wright, P.A., a Florida Professional Association, on behalf of the professional
association. He/she ' personally known to me or produced
as identification.
Signature of Notary Public
Shari. L
' .0812712023
M 0TARrPUBIIC =
Name of Notary Public typed, pfinted or
`. Commission M
sl . GG 906202 ''
My Commission Expires: - Z 7 yoZ3
•..
11100
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EXHIBIT A
For professional services rendered, Gardner, Bist, Bowden, Bush, Dee, LaVia & Wright, P.A.'s,
fee shall be based on the hourly rate as follows:
Principals / Partners $300.00 per hour
Associates $225.00 per hour
Law Clerks & Paralegals $100.00 per hour
The Finn'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
the Firm.)
In the event that the Firm is required or requested to perform any additional or extraordinary
services not herein contemplated, the Firm 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.
The Firm 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. The Firm
shall provide said response within 30 days of receipt of the request.
NOTES:
• 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
In addition to the charges for professional fees set forth in Exhibit A, and the
Schedules attached hereto, County shall reimburse the Firm 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. The
Firm 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. The Firm 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.
3► 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.
y Services rendered must be specifically and concisely identified.
Y Names of persons performing services, hourly rates, and dates must be listed. The
County agrees to reimburse the Firm for retention and utilization of
sub -consultants.
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i- Reimbursable expense must be verified by attached receipts or copies thereof.
A 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.
A 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:
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: copies @ $0.15/each $_
Mileage: miles @ ____!mile $
OTHER (Copies of invoices required):
Long Distance Calls $T
Other: $
TOTAL: $
FOR THE FIRM
Signed:
Print Name:
Title:
Date:
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