HomeMy WebLinkAboutItem Q06COUNTY of MONROE
The Florida Keys
BULK ITEM: No
TIME APPROXIMATE: n/a
BOARD OF COUNTY COMMISSIONERS
Mayor Michelle Lincoln, District 2
Mayor Pro Tem David Rice, District 4
Craig Cates, District 1
James K. Scholl, District 3
Holly Merrill Raschein, District 5
Regular Meeting
February 18, 2026
Agenda Item Number: Q6
26-0450
DEPARTMENT: County Attorney
STAFF CONTACT: Bob Shillinger
AGENDA ITEM WORDING: Ratification of a legal services agreement with the law firm of
Nabors, Giblin, Nickerson, P.A. to provide legal advice to the County regarding Florida municipal
finance and tax laws that the County Attorney entered into on February 10, 2026, retroactive to
January 21, 2026.
ITEM BACKGROUND: Nabors, Giblin, & Nickerson, P.A. has represented the County in finance
matters since before the turn of the century. The agreement updates prior agreements in terms of
scope and rates. The agreement calls for payment of shareholders and of counsel attorneys as a rate of
S325/hour.
The County Attorney executed the agreement on February 9, 2026. Section 2-180(a) of the County
Code vests the County Attorney with the authority to retain outside counsel subject to the later
ratification of the BOCC.
The firm will assist the County in updating its ordinances governing municipal services taxing and
benefit units, as well as other matters assigned by the County Attorney.
PREVIOUS RELEVANT BOCC ACTION: The BOCC has contracted with this law firm at
various times, including but not limited to Airport Revenue Bonds (6/15/22); Bond Counsel (2/13/90,
1/16/97, 4/17/13, & 6/10/25); Utility issues (1/17/07); and Workforce Housing mitigation fees
(3/15/06).
INSURANCE REQUIRED: Yes
CONTRACT/AGREEMENT CHANGES: n/a
STAFF RECOMMENDATION: Approval
DOCUMENTATION: New Agreement
FINANCIAL IMPACT:
Effective Date:
Expiration Date:
Total Dollar Value of Contract:
Total Cost to County:
Current Year Portion:
Budgeted:
Source of Funds:
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: If yes, amount:
Grant:
County Match:
Insurance Required:
Q6. Ratification of a legal services agreement with the law firm of Nabors, Giblin, Nickerson,
P.A. to provide legal advice to the County regarding Florida municipal finance and tax laws
that the County Attorney entered into on February 10, 2026, retroactive to January 21, 2026.
Agreement for Professional Legal Services
THIS AGREEMENT FOR PROFESSIONAL LEGAL SERVICES (the
"Agreement"), is made and entered into this 1 oth day of February, 2026, retroactive to
January 21, 2026 which shall be the "Effective Date" by and between Monroe County,
Florida, a political subdivision of the State of Florida (the "County") and the law firm of
Nabors, Giblin & Nickerson, P.A. ("NGN"), to perform legal services and consultation to
the County and its staff on an as -needed basis.
In consideration of the mutual covenants and provisions contained herein and for
other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the County and NGN hereby agree as follows:
1. Scope of Services
NGN will provide legal services to the County related to Florida finance and tax,
alternative revenue sources, Municipal Service Benefit Units and Municipal Service
Taxing Units, and other matters pertaining to Florida local government law as such
services may be required from time -to -time. Such legal services shall be assigned by the
County Attorney or his designees and agreed to by NGN.
The County makes no representation to NGN relative to the number of matters
that will be referred to NGN in any period of time. The number of matters, if any, referred
to NGN is solely within the discretion of the County Attorney and County Administrator.
In the event the County determines that NGN is unable to provide the services
contemplated by this Agreement, the County shall have the right to retain other attorneys
or law firms to provide any and all such services, or additional services the County shall
deem necessary to attorneys or law firms as may be necessary to service and represent
its interests, and NGN shall cooperate with such additional attorneys or law firms as may
be necessary to service and represent the interest of the County and effectuate the intent
of this Agreement.
NGN shall adhere to all federal, state, and local laws, rules, and regulations,
including rules regulating the Florida Bar, and applicable county ordinances and policies
in the performance of services pursuant to this Agreement.
3. Fees and Costs
Except as otherwise provided in any existing engagements for legal services or by
subsequent agreement with the County, NGN shall be compensated for legal services in
a sum not -to -exceed $30,000 at the following hourly rates:
Shareholders and "Of Counsel" $325
Associates $275
Paralegals/Legal Assistants/Clerks $90
In addition to the legal fees, NGN shall be reimbursed for actual costs incurred in
performing the services pursuant to this Agreement, including, but not limited to, online
legal research database costs, long distance telephone charges, delivery charges, and
travel expenses (pursuant to Section 112.061, Florida Statues, and County policy).
Photocopies and prints will be billed at 250 per page.
NGN will submit bills to the County each month for the prior month's fees and
disbursements. Each statement must include the following:
A. The date and a brief description of the work performed and the hours or
increment of hours (to the closest 1 /1 Oth of one hour) allotted to each description.
B. The name of NGN attorney or other person performing the service (each
item should refer to no more than one such person).
C. The total number of hours expended, the hourly rate charged, and the total
for legal services rendered.
D. A separate breakdown of all other costs and expenses, and a total for the
entire bill.
The County shall expedite the review and payment of bills from NGN, which shall
be paid in accordance with the Florida Prompt Payment Act. NGN shall cooperate and
assist with any review or audit, including the provision of backup records and data as the
County may request.
NGN shall submit to the County Attorney's Office invoices with supporting
documentation which is acceptable to the Office of Monroe County Clerk & Comptroller
(Clerk) on a schedule as set forth in this Agreement. Acceptability to the Clerk is based
on generally accepted accounting principles and such laws, rules and regulations as may
govern the disbursal of funds by the Clerk. All services provided with respect to this
Agreement will be billed on a current basis with monthly invoices sent to the County that
will contain full detail as to the specific effort, hourly rates, and reimbursable expenses
incurred by NGN on behalf of the County. Invoices shall be emailed to qgMpo-
g§rq@monroecountK-fI._gov and
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5. Term and Termination
This Agreement shall commence upon the Effective Date and continue until
terminated, as provided herein. Either party may terminate this Agreement without cause
upon thirty (30) calendar days` written notice to the other party. In the event of termination,
NGN shall cease work hereunder and the County shall compensate NGN for services
rendered through the date of termination.
6. Records
The Parties acknowledge and agree that the statement and provisions below are
required by Florida Statutes to be included in this contract for services. The inclusion of
this statement and provisions below shall not be construed to imply that NGN has been
delegated any governmental decision -making authority, governmental responsibility or
governmental function or that NGN is acting on behalf of the County as provided under
Subsection 119.011(2), Florida Statutes, orthat the statement or provisions are otherwise
applicable to NGN.
IF NGN HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER
119, FLORIDA STATUTES, TO ITS DUTY TO PROVIDE PUBLIC RECORDS
RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC
RECORDS AT PUBLICRECORDS@MONROECOUNTY-FL.GOV.
NGN will comply with public records law, and agrees to:
i) Keep and maintain public records required by the County to perform the
services.
ii) Upon request from the County's custodian of public records, provide the
County with a copy of the requested records or allow the records to be
inspected or copied within a reasonable time at a cost that does not exceed
the cost provided in Chapter 119, Florida Statutes or as otherwise provided
by law.
iii) Ensure that public records that are exempt or confidential and exempt from
public records disclosure requirements are not disclosed except as
authorized by law for the duration of the contract term and following
completion of this Agreement if NGN does not transfer the records to the
County.
iv) Upon completion of the Agreement, transfer at no cost to the County, all
public records in possession of NGN or keep and maintain public records
required by the County to perform the service. If NGN transfers all public
records to the County upon completion of the Agreement, NGN shall
destroy any duplicate public records that are exempt or confidential and
exempt from public records disclosure requirements. If NGN keeps and
maintains public records upon completion of the Agreement, NGN shall
meet all applicable requirements for retaining public records. All records
stored electronically must be provided to the County, upon request from
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the County's custodian of public records, in a format that is compatible with
the information technology systems of the County.
Failure of NGN to comply with Chapter 119, Florida Statutes, and/or the provisions
set forth above, where applicable, shall be grounds for immediate unilateral termination
of this Agreement by the County.
T. Notice
Notice required to be given pursuant to this Agreement shall be deemed given as
of the date of personal service or within five (5) business days after depositing such notice
with the United States Postal Service, first class, registered or certified or within two (2)
business days after depositing such notice with a nationally recognized overnight courier
service to the addresses as follows:
County: Bob Shillinger
Monroe County Attorney
Office of the Monroe County Attorney
1111 1 2th Street, Suite 408
Key West, Florida 33040
Shil linger-Bob@Mon roeCou nty-F L. Gov
NGN: Heather Encinosa
Nabors Giblin & Nickerson P.A.
1500 Mahan Drive, Suite 200
Tallahassee, Florida 32308
hencinosa@ngnlaw.com
Alternatively, notice required pursuant to this Agreement may be personally served in the
same manner as is applicable to civil judicial practice. Either party may change the
address or number to which notices are to be delivered by giving written notice to the
other party in the manner set forth herein.
8. Insurance
Without limiting its liability under this Agreement, NGN shall procure and maintain
during the life of this Agreement professional liability insurance in a minimum amount of
One Million Dollars ($1,000,000) per occurrence.
9. Assignment
NGN will not assign its rights and obligations under this Agreement, in whole or in
part, without the prior written consent of the County, which consent the County may
withhold in its sole discretion.
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10. Modification
No oral explanation or oral information by either of the parties hereto shall alter the
meaning or interpretation of this Agreement and neither party shall claim any amendment,
modification or release from any provisions hereof by reason of a course of action or
mutual agreement unless such agreement is in writing and executed by the respective
duly authorized representatives of each of the parties hereto.
11. Governing Law
This Agreement shall be construed and enforced in accordance with the laws of
the State of Florida without giving effect to any rules of conflicts of law. Venue of any
disputes relating to this Agreement shall be in Monroe County, Florida.
12. Entire Agreement
This Agreement is intended as the final expression of the parties' agreement, and
it is the complete and exclusive statement of the terms thereof. No statements or
agreements, oral or written, made prior to the date hereof, shall vary or modify the written
terms set forth herein. There are no other understanding, agreements, or
representations, expressed or implied, relating to this Agreement.
13. Waiver
Any waiver by either party of any term, condition or breach of this Agreement shall
not be construed or deemed to be a waiver of any other provision or condition of this
Agreement, nor a waiver of a subsequent breach of the same or another term or condition
and shall not in any way affect, limit, or waive such party's right thereafter to enforce strict
compliance with every other term and condition hereof.
14. Severability
If any provision, or any portion thereof, contained in this Agreement is held
unconstitutional, invalid, or unenforceable, the remainder of this Agreement, or portion
thereof, shall be deemed severable, shall not be affected, and shall remain in full force
and effect.
16. Anti -Human Traffickin_q
As a condition precedent to entering into this Agreement and in compliance with
Section 787.06(13), Florida Statutes, a duly authorized officer or representative of NGN
must attest under the penalty of perjury that NGN does not use coercion for labor or
services as defined in Section 787.06, Florida Statutes, The required affidavit is attached
hereto as Exhibit A and incorporated herein by reference.
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16. E-Verify
As a mandatory condition precedent to entering into this Agreement and in
compliance with Section 448.095, Florida Statutes, NGN shall register with and use the
E-Verify system to verify work authorization status of all employees hired after January 1,
2021. NGN shall require each of its subconsultants to provide NGN with an affidavit
stating that the subconsultant does not employ, contract with, or subcontract with an
unauthorized alien. NGN shall maintain a copy of the subcontractor's affidavit as part of
and pursuant to the records retention requirements of this Agreement. If the County,
NGN, or any subconsultant has a good faith belief that a person or entity with which it is
contracting has knowingly violated Section 448.09(1), Florida Statutes, or the provisions
of this section, then they shall terminate the contract with the person or entity. The County,
upon good faith belief that a subconsultant knowingly violated the provisions of this
section, but NGN otherwise complied, shall promptly notify NGN and NGN shall
immediately terminate the contract with the subcontractor. A contract terminated under
the provisions of this section is not a breach of contract and may not be considered such.
Any contract termination under the provisions of this section may be challenged pursuant
to Section 448.095(5)(d), Florida Statute, NGN acknowledges that, upon termination of
this Agreement by the County for a violation of this section by NGN, NGN may not be
awarded a public contract for at least one (1) year. NGN further acknowledges that NGN
is liable for any costs incurred by the County as a result of termination of any contract for
a violation of this section. NGN or any of its subconsultants shall insert in any subcontracts
the clauses set forth in this section, including this subsection, requiring the subcontractors
to include these clauses in any lower tier subcontracts. NGN shall be responsible for
compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
this section.
17. Scrutinized Companies
Pursuant to Section 287.135, Florida Statutes, contracting with any entity that is
listed on the Scrutinized Companies or Other Entities that Boycott Israel List or that is
engaged in the boycott of Israel, that is listed on the Scrutinized Companies with Activities
in Sudan List, that is listed on the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, the Scrutinized Companies with Activities in Iran Terrorism
Sectors List, or is engaged in business operations in Cuba or Syria (collectively the
"Scrutinized Companies' Lists") is prohibited. NGN shall certify that the company is not
on any of the Scrutinized Companies' Lists. If this Agreement is for One Million Dollars
($1,000,000) or more, it may be terminated at the County's option if it is discovered that
the NGN submitted false documents of certification or is listed on any of the Scrutinized
Companies' Lists. If this Agreement is less than One Million Dollars ($1,000,000), this
Agreement may also be terminated at the County's option if the company is listed on the
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Scrutinized Companies or Other Entities that Boycott Israel List or engaged in the boycott
of Israel. By entering into this Agreement, NGN is certifying that they are not on any of
the Scrutinized Companies' Lists and are not participating in a boycott of Israel.
Submitting a false certification shall be deemed a material breach of contract. The County
shall provide notice, in writing, to NGN of the County's determination concerning the false
certification. NGN shall have ninety (90) days following receipt of the notice to respond in
writing and demonstrate that the determination was in error. If NGN does not demonstrate
that the County's determination of false certification was made in error, then the County
shall have the right to terminate the contract and seek civil remedies.
18. Public Entity Crime Statement.
NGN certifies and agrees that neither NGN nor any Affiliate has been
placed on the convicted vendor list within the last 36 months.
In accordance with Section 287.134, Florida Statutes, an entity or affiliate who has
been placed on the Discriminatory Vendor List, kept by the Florida Department of
Management Services, may not submit a bid on a contract to provide goods or services
to a public entity; may not submit a bid on a contract with a public entity for the construction
or repair of a public building or public work; may not submit bids on leases of real property
to a public entity; may not be awarded or perform work as a contractor, supplier,
subcontractor or consultant under a contract with any public entity; and may not transact
business with any public entity.
A person or affiliate who has been placed on the convicted vendor list following a
conviction for public entity crime may not submit a bid, proposal or reply on contracts to
provide any goods or services to a public entity, may not submit a bid, proposal or reply
on a contract with a public entity for the construction or repair of a public building or public
work, may not submit bids, proposals or replies on leases of real property to a public
entity, may not be awarded or perform work as a contractor, supplier or subcontractor
under a contract with any public entity, and may not transact business with any public
entity in excess of the threshold amount provided in Section 287.017, Florida Statutes,
for CATEGORY TWO for a period of 36 months from the date of being placed on the
convicted vendor list.
By signing this Agreement, NGN represents that the execution of this Agreement
will not violate the Public Entity Crimes Act (Section 287.133, Florida Statutes). Violation
of this section shall result in termination of this Agreement and recovery of all monies paid
hereunder and may result in debarment from the County's competitive procurement
activities.
In addition to the foregoing, NGN further represents that there has been no
determination, based on an audit, that it or any subcontractor has committed an act
defined by Section 287.133, Florida Statutes, as a "public entity crime" and that it has not
been formally charged with committing an act defined as a "public entity crime" regardless
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of the amount of money involved or whether NGN has been placed on the convicted vendor
list.
NGN will promptly notify the County if it or any subcontractor is formally charged
with an act defined as a "public entity crime" or has been placed on the convicted
vendor list.
19. Employment or Retention of Former County Officers or Employees.
By signing this Agreement, NGN warrants that it has not employed, retained or
otherwise had act on his/her behalf any former County officer or employee in violation of
Section 2-149, Monroe County Code of Ordinances or any County officer or employee in
violation of Section 2-150, Monroe County Code of Ordinances. For breach or violation
of this provision the County may, in its discretion, terminate this Agreement without liability
and may also, in its discretion, deduct from the Agreement or purchase price, or otherwise
recover, the full amount of any fee, commission, percentage, gift, or consideration paid to
the former County officer or employee pursuant to Subsection 2-152(b), Monroe County
Code of Ordinances.
No covenant or agreement contained herein shall be deemed to be a covenant or
agreement of any member, officer, agent or employee of Monroe County in his or her
individual capacity, and no member, officer, agent or employee of Monroe County shall
be liable personally on this Agreement or be subject to any personal liability or
accountability by reason of the execution of this Agreement.
21. Code of Ethics.
The County employees and officers are required to comply with the standards of
conduct delineated in Section 112.313, Florida Statutes, regarding, but not limited to,
solicitation or acceptance of gifts, doing business with one's agency, unauthorized
compensation, and misuse of public position, conflicting employment or contractual
relationship, and disclosure of certain information.
22. No Solicitation/Payment.
The County and NGN warrant that, in respect to each, it has neither employed nor
retained any company or person, other than a bona fide employee working solely for it,
to solicit or secure this Agreement and that it has not paid or agreed to pay any person,
company, corporation, individual, or firm, other than a bona fide employee working solely
for it, any fee, commission, percentage, gift, or other consideration contingent upon or
resulting from the award or making of this Agreement. For the breach or violation of the
provision, NGN agrees that the County shall have the right to terminate this Agreement
without liability and, at its discretion, to offset from monies owed, or otherwise recover,
the full amount of such fee, commission, percentage, gift, or consideration.
23. Covenant of No Interest.
The County and NGN covenant that neither presently has any interest, and shall
not acquire any interest, which would conflict in any manner or degree with its
performance under this Agreement, and that only interest of each is to perform and
receive benefits as recited in this Agreement.
24. Nondiscrimination/Equal Employment Opportunity.
The parties agree that there will be no discrimination against any person, and it is
expressly understood that upon a determination by a court of competent jurisdiction that
discrimination has occurred, this Agreement automatically terminates without any further
action on the part of any party, effective the date of the court order. The parties agree to
comply with all Federal and Florida statutes, and all local ordinances, as applicable,
relating to nondiscrimination. These include but are not limited to: 1) Title V11 of the Civil
Rights Act of 1964 (PL 88-352), which prohibit discrimination in employment on the basis
of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment
of 1972, as amended (20 USC §§ 1681-1683, and 1685-1686), which prohibits
discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as
amended (20 USC § 794), which prohibits discrimination on the basis of disability; 4) The
Age Discrimination Act of 1975, as amended (42 USC §§ 6101-6107), which prohibits
discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972
(PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The
Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation
Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol
abuse or alcoholism; 7) The Public Health Service Act of 1912, §§ 523 and 527 (42 USC,
§§ 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug
abuse patent records; 8) Title V111 of the Civil Rights Act of 1968 (42 USC §§ 3601 et
seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing;
9) The Americans with Disabilities Act of 1990 (42 USC §§ 12101 Note), as may be
amended from time to time, relating to nondiscrimination in employment on the basis of
disability; 10) Monroe County Code Chapter 14, Article 11, which prohibits discrimination
on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation,
gender identity or expression, familial status or age; and 11) any other nondiscrimination
provisions in any federal or state statutes which may apply to the parties to, or the subject
matter of, this Agreement.
25. Non -Reliance by Non -Parties
No person or entity shall be entitled to rely upon the terms, or any of them, of this
Agreement to enforce or attempt to enforce any third -party claim or entitlement to or
benefit of any service or program contemplated hereunder, and the County and NGN
agree that neither the County nor NGN or any officer, agent, or employee of each shall
have the authority to inform, counsel, or otherwise indicate that any particular individual
or group of individuals, entity or entities, have entitlements or benefits under this
Agreement separate and apart, inferior to, or superior to the community in general or for
the purposes contemplated under this Agreement.
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26. Execution in Counterparts
This Agreement may be executed in any number of counterparts, each of which
shall be regarded as an original, all of which taken together shall constitute one and the
same instrument and the County and NGN may execute this Agreement by signing any
such counterpart.
27. Execution by Count y Attorney
In order to allow NGN to begin representation in a timely manner this Agreement
may be executed by the County Attorney prior to final approval of the Board of County
Commissioners pursuant to the authority vested in the County Attorney by Section 2-
180(a) of the Monroe County Code of Ordinances. In the event that this Agreement is not
approved by the Board of County Commissioners, NGN shall submit an invoice for the
time and expenses incurred from the date of execution by the County Attorney until the
Board of County Commissioners voted not to approve this Agreement.
28. Non -Waiver of Immunity.
Notwithstanding the provisions of Section 768.28, Florida Statutes, the
participation of NGN and the County in this Agreement and the acquisition of any
commercial liability insurance coverage, self-insurance coverage, or local government
liability insurance pool coverage shall not be deemed a waiver of immunity to the extent
of liability coverage, nor shall any contract entered into by the County be required to
contain any provision for waiver.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the date first written above.
NABOR , /GLl &.NICKERSON, P.A.
By:
Name:
Title: —S-�z/-eJ-\cA
00
MON006 C&TY, FLORIDA
Ro er Digitally signed by Robert B.
Shillinger, Jr.
By: Sholl*naer, Ir Date: 2026,0110 13:33:31 -05'00'
on, M
Title: Monroe County Attorney
i AQ.Ak,,Q/, I (insert name) as `�\-\,r p, \-\o � C� a'r-
(insert title) on behalf of Nabors, Giblin & Nickerson, PA under penalty of perjury hereby
attest as follows:
1. 1 am over 21 years of age and have personal knowledge of the matters set forth
in this affidavit.
defined in s. 787.06(2)(a), Florida Statutes.
MONSOON
the following actions:
a. Using or threatening to use physical force against any person;
b. Restraining, isolating or confining or threatening to restrain, isolate or
confine any person without lawful authority and against her or his will;
c. Using lending or other credit methods to establish a debt by any person
when labor or services are pledged as a security for the debt, if the value
of the labor or services as reasonably assessed is not applied toward the
liquidation of the debt or the length and nature of the labor or services, are
not respectively limited and defined;
d. Destroying, concealing, removing, confiscating, withholding, or possessing
any actual or purported passport, visa, or other immigration document, or
If 1 1- 111fl
person;
e. Causing or threatening to cause financial harm to any person;
f. Enticing or luring any person by fraud or deceit; or
g. Providing a controlled substance as outlined in Schedule I or Schedule 11
of s. 893.03, Florida Statutes to any person for the purpose of exploitation
of that person,
A-1
FURTHER AFFIANT SAYETH NAUGHT.
P rrl n t e lqe-rne: 0
Title:
Nabors, Giblin & Nickerson, PA
Date: k I
STATE OF f-I C
COUNTY OF E —(,)
SWORN TO AN� SUBSCRIBED before me Jin person or remote
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notarization by I a La re-h on
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behalf of '5, C-3,j I) f Aliz, dlr—zewho is pg �ronql!y
known to me or who produced as identification
day Of J Q—et 12026o
(Notary Seal) ry Public
...... LAUREN RUSSELL
644995 EXPIRES: March 24,2�:]O29]
My COMMISSION
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