HomeMy WebLinkAboutAgreements/Contracts - Central ServicesGRANT COUNTY
COMMISSIONERS AGENDA MEETING REQUEST FORM
(Must be submitted to the Clerk of the Board by 12:00pm on Thursday)
REQUESTING DEPARTMENT: Central Services
REQUEST SUBMITTED BY: Torn Gaines
CONTACT PERSON ATTENDING ROUNDTABLE: Torn Gaines
CONFIDENTIAL INFORMATION: ❑YES ® NO
DATE: 3/20/24
PHONE: 3276
DATE OF ACTION:`
DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
DI:
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D3:RECEIVED
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Purchase and Sale agreement. County is selling approximately 34 acres for$525,000p y
to the Grant County PUD.
DATE OF ACTION:`
DEFERRED OR CONTINUED TO:
APPROVE: DENIED ABSTAIN
DI:
D2:
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DocuSign Envelope ID: 017FC8BE-4EC7-421B-B165-A74456C9EBF6
��' Grant County
, PUBLIC UTWTY DISTRICT
April2,2024
Grant County Board of Commissioners
35 C Street NW
Ephrata, WA 98823
Dear Grant County Board of Commissioners,
Powering O.
Way of Life.
This letter of intent is written in conjunction with the Real Estate Purchase and Sale Agreement
("Agreement") between Grant County ("Seller") and Public Utility District No. 2 of Grant County,
Washington ("Buyer") to formally outline Buyer's intention to cooperate with Seller in reaching
future consensus related to cost sharing opportunities not included in the Agreement.
Prior to execution of the Agreement with Buyer, Seller agreed to assume responsibility to finance,
design, and construct roundabout improvement's at the intersection of Nat Washington Way and
SR 282W. Buyer intends to negotiate in good faith with Seller a cost reimbursement associated
with'Buyer's projected traffic impacts to the intersection that may affect design and construction.
Further, Buyer understands a latecomer agreement may be established by the City of Ephrata
seeking to recover a portion of the costs associated with City utility improvement for South
Ephrata area. Buyer may participate in any such agreement based upon Buyer's anticipated
improvements in the vicinity.
Finally, Seller and Buyer will work to identify opportunities for potential shared costs associated
with new electrical power service sought by Seller, with the intent that both Buyer and Seller will
contribute to costs in proportion to the benefit each party receives from the facilities top rovide
the new electrical power service.
Thank you,
e—Docuftned by:
'I-29F02AICDDD3411...
Richard Wallen
General Manager/ Chief Executive Officer
Public Utility District No. 2 of Grant County, Washington
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V E D
2024
. . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... ............... 0 . . . . . . . . . . . . . $ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ADDRESS PO Box 878 PHONE 509 766 2505 grantpudorg
Ephrata, WA 98823 FAX 509 754 6770
REAL ESTATE PURCHASE AND SALE AGREEMENT
This Real Estate Purchase and Sale Agreement (the "Agreement") is dated April - 5 2024
and is entered into by and between GRANT COUNTY, apolitical subdivision of the State to of
Washington ("Seller") and PUBLIC UTILITY DISTRICT NO.2 OF GRANT COUNTY
WASHINGTON a municipal corporation ("Buyer").
Seller wishes to sell and Buyer wishes to purchase the Property, as defined below, upon the
following terms, and conditions:
1. The Proper___�ty.
(a) The property to be purchased by Buyer (the "Property") shall consist of
(i) that certain parcels of land consisting of approximately 34 acres, more or less, and commonly
known as a portion of Grant County Assessor Parcel No. 16-0866-002 in Sections 22 23
Township 21, Range 26 East, W.M., Grant County, Washington the approximate location o
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which is attached on Exhibit A hereto; and (ii) all improvements thereon the "Pro' ecf' • and
(ill) all personal property owned by Seller located at said real property, as set forth on the
inventory to be furnished by Seller to Buyer pursuant to this Agreement; and iv all shrubs
trees, and plants thereon; and (v) all oil, gas, water and mineral rights and shares of stock
pertaining to water or mineral rights, whether or not appurtenant thereto o •
pp caned by Seller, and
(vi) all easements, rights of way, and other rights appurtenant thereto; and vii all permits and
contract rights relating to the operation of the Property. If the exact boundaries and acreage of
the Property is not known as of the date of mutual execution hereof, Buyer and Seller shall
mutually agree on same during the period described in Section 7(a) below. If the Property does
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not constitute a separate, legal, buildable lot which has been segregated for property tax
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purposes, Seller shall accomplish all actions necessary to render the Property in such condition
on or before the expiration of the period described in Section 7(a) below.
(b) The Property shall be conveyed subject to that certain Memorandum of
Agreement recorded on November 17, 2021, under Grant County Auditor's Recording No.
1461422 and the Grant County/Ibarra Agreement for Termination of Easements attached thereto
(hereinafter collectively referred to as the "Memorandum") providing for the termination of two
easements (the "Existing Access Easements") across the Property upon Seller's construction of a
county road accessing Grant County Assessor's Tax Parcel No. 16086601 the "Ibarra
Property"). Notwithstanding the conveyance of the Property contemplated in this Agreement: i
Seller shall retain the obligation, at Sellers sole cost and expense, to construct the county road
along the southern boundary of Parcel Nos. 16086603 and 160866002 from Road B.3 NW to the
southwest corner of the Ibarra Property (the "County Road) as described in the Memorandum
and, thereby, satisfy the conditions for the termination of the Existing Access Easements, (ii)
)
Seller shall reserve a right-of-way over and across the Property in the location of and for the
County Road; and (iii) until such time the County Road is constructed and the Existing Access
Easements are terminated, Buyer shall not interfere with or obstruct the Existing Access
Easements. The covenants, representations, reservations and obligation described in this
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paragraph shall survive the Closing and the delivery and recording of theeneral warrant deed
contemplated in this Agreement.
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2. Closing. "Closing" shall mean the date on which the general warranty deed with
full warranties of title transferring title to the Property from Seller to Buyer is recorded in
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official records of the County in which the Property is situated. Closing shall occur on or before
the date which is thirty (30) days after Buyer's waiver of all of the contingencies set forth h in
Sections 7 below, or such other date as may be mutually agreed upon b theparties, at the offices
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of Stewart Title Company (the "Escrow Agent") located in Ephrata, Washington. If Closing has
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not occurred prior to the date that is one hundred twenty (120) days after mutual execution
hereof (the "Outside Date for Closing") for any reason other than a default b Buyer or
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hereunder, then this Agreement shall automatically terminate, and thep arties shall have no
further liabilities or obligations toward each other under this Agreement.
3. Consideration. The consideration to be paid to Seller by
Buyer for purchase of
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the Property (the "Purchase Price") shall be a total of Five Hundred Twen -Five Thousand
usand
Dollars ($525,000) and shall be payable all in cash at Closing.
4. Title.
(a) Preliminary Title Report. Buyer shall, at Buyer's expense, obtain a preliminary title report
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applicable to the Property (the "Preliminary Title Report") issued by Stewart Title Company p y (the
"Title Company"), together with a copy of all items indicated as exceptions in such Preliminary
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Title Report.
(b) Condition of Title. At Closing, Seller shall convey fee simple title to the Property to
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by general warranty deed, subject only to the items indicated on the PreliminaryTitle Report
port
which have been approved by Buyer.
(c) Evidence of Title. Seller shall, at Seller's expense, provide Buyer with evidence of Buyer's
title to the Property in the form of an owner's ALTA standard coverage policy of title insuren
ce,
Form B 1970 (revised 10/17/70), issued by the Title Company containing only those exceptions
approved by Buyer with a liability limit equal to the Purchase Price. Seller also
agrees to provide
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affidavits and indemnities in standard form required by the Title Company to remove from the ti
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policy to be issued at Closing the standard preprinted exceptions for unrecorded leases and
mechanics liens. Notwithstanding anything to the contrary herein, Seller shall remove at or before
Closing, and the Permitted Exceptions shall not include, any financial encumbrances or monetary
liens encumbering the Property (except to the extent caused by Buyer).
5. Delivery for Approval. within ten (10) working days of the execution of this
Agreement, Seller shall deliver to Buyer for Buyer's approval as to form and content the
following: '
(a) An inventory of all personal property (if any) to be transferred to Buyer.
(b) Copies of all maintenance, service and other agreements affecting the Property.
(c) Copies of all construction and equipment warranties affecting the Property.
0)
(d) All plans, specifications, surveys, soils reports and calculations related thereto and appraisals
of the Property, environmental and hazardous waste reports and studies relating to the Property,
and any other reports or studies relating to the physical condition of the Property or adjacent
properties prepared prior to the date of this Agreement in thepossession or subject to the control
of Seller.
(e) All certificates of occupancy, building permits, architect's •statements of completion and
similar documents in possession or subject to the control of Seller evidencing appropriate
regulatory approval of the completion of construction of improvements at the Property.
(f) To the extent the Property or this transaction is subject to natural hazard disclosure
requirements or requires a transfer disclosure statement pursuant to applicable law, a disclosure
statement in conformity with the provisions of applicable law for such disclosures.
6. Costs to Buyer and Seller; Closing Documents.
(a) Seller shall pay the following:
(i) Cost of the policy of title, insurance, and all endorsements thereto, as called for in
Section 4 hereof;
(ii) One-half of the escrow fee and document preparation;
(iii) Any broker's commissions;
(iv) Real estate transfer taxes; and
(v) Costs of Seller's counsel.
(b) Buyer shall pay one-half of the escrow fee and document preparation, cost of the preliminary
title report, the costs of Buyer's counsel and any costs or fees for recording the general warranty
deed.
(c) Real estate taxes and assessments, rents, water, and other utilities shall be prorated as of
Closing.
(d) At Closing, Seller shall deliver to Escrow Agent the general warranty deed and a warranty
bill of sale conveying to Buyer the personal property; and
(e) At Closing, Buyer shall pay the Purchase Price and shall execute such other documents
reasonably required to close the transaction contemplated by this Agreement.
(� Negotiated Items and Costs to Seller and Buyer:
(i) Seller shall pay, contract, and inspect for the construction of the new 26 -foot -wide County
Road to be built from B.3 -NW heading east to the eastern property boundary of Grant County
parcel No. 16-0866-002. Seller is responsible for construction of road subgrade, basecourse, and
3
finished top course aggregates, to include all fills/cuts, earthwork, grade staking and density
tests required and all other necessary and required means for completion of new County Road
per Grant County Road Standards, these representations shall be true as of the Closing and shall
survive the Closing; and
(ii) Seller shall be responsible for the construction and upgrading of County Road B.3 -NW to
City of Ephrata Road Standards, these representations shall be true as of the Closing and shall
survive the Closing.
(iii) Buyer shall be responsible for transportation and utility improvements as required by the
City of Ephrata beyond what the County was responsible for as part of its annexation agreement
with the City.
7. Conditions Precedent to Buyer's obligation.
(a) Buyer's obligation to perform under this Agreement is subject to and contingent upon
Buyer's approval or determination in its sole discretion of the following, all to occur within
ninety (90) days after the date of mutual execution hereof:
(i) Title Condition. Buyer's review and approval of the Preliminary Title Report, together with
all exceptions listed therein.
(ii) Documents. Buyer's review and approval of all items required to be delivered to Buyer
pursuant to Section 5 of this Agreement.
(iii) Board of Commission Approval. Receipt of approval from Buyer's Board of Commissioners
of all business terms of this Agreement by adoption of a resolution providing for the same.
(iv) Fair Market Value. Buyers receipt of an appraisal prepared by
Pacific Appraisal Associates, to determine the fair market value of the property meets or
exceeds the purchase price.
(v) Regulatoly Approval. Receipt of approval from all applicable regulatory authorities of
Buyer's purchase of the Property and of any related opening, closing or relocating of Buyer's
facilities.
(vi) Survey. Buyers receipt of a Record of Survey conducted by Western Pacific Engineering, to
set property pins, prepare and verify legal description and record the Record of Survey with
the Grant County Auditors office. Record of Survey to be paid by Buyer.
(vii) Inspection of the Property. Buyer's written approval of the Property, including zoning, land
use, cultural resources, soils, geotechnical, and environmental condition of the Property and
adjacent parcels, pursuant to physical inspection by Buyer or by whomsoever Buyer may
designate, which approval may be withheld in Buyer's sole and absolute discretion. No
inference that Buyer has waived any right to rely on warranties of Seller as set forth in Section 8
of this Agreement shall be drawn from Buyer's approval of the Property pursuant to such
physical inspection.
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Unless otherwise stated by Buyer in writing, failure to timely approve or disapprove any of the
above -referenced matters shall constitute disapproval.
(viii) Buyer's obligation to take title to the Property and pay the Purchase Price at Closing is
subject to and contingent, upon receipt, on or before the Outside Date fot Closing, of all
necessary governmental, nongovernmental, and utility company approvals and permits for
Buyer's proposed use and development of the Property, including any necessary land use,
zoning approvals, comprehensive plan amendments, annexation agreements and platting
requirements, and utility service approvals for water, sewer, etc., consistent with Buyer service
requirements.; Unless otherwise stated by Buyer in writing, failure to timely approve or
disapprove the matters set forth in this Section Tor before the Outside Date for Closing shall
constitute disapproval. Seller shall reasonably cooperate with Buyer to enable Buyer to obtain
all such permits and approvals for development of the Property as Buyer may desire.
8. warranty of Title. Seller is the lawful owner of the Property, and has the full right,
power, and authority to sell, transfer and convey the Property to Buyer and warrants that the
Property is not subject to any liens, claims, security interests, encumbrances, taxes, or assessments,
however described or denominated.
Seller hereby agrees to defend, protect, indemnify, and hold Buyer harmless from any and
all loss, damage, liability or expense, including attorneys' fees and costs, Buyer may suffer as a
result of any breach of or any inaccuracy of the foregoing warranty. This warranty shall survive
Closing.
Buyer hereby agrees to indemnify and hold Seller harmless from any and all loss or *injury
arising as a result of the Buyer's inspection of Property.
9. Possession. Upon execution of this Agreement, Buyer, through its authorized
agents, personnel and employees,, shall be entitled to enter upon the Property during normal
business hours to make such inspections or studies as Buyer may deem reasonably, necessary,
including without limitation soils and hazardous waste studies. Full possession of the Property
shall be delivered to Buyer by Seller at Closing. Seller shall furnish to Buyer all information that
Buyer may reasonably request. If this transaction fails to close, Buyer -shall restore the Property
at its sole cost to substantially the same condition as when Buyer commenced its studies and
tests. If upon full possession of the property, the Buyer chooses not to develop the property then
the Seller has right of first refusal to purchase property back from Buyer at the price of which it
was acquired within two years of closing or appraised value after the two years; except that the
property shall not be sold back to the Seller for less than Buyer purchase price.
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10. Seller's Remedy. Following waiver of all of Buyer's contingencies set forth in
Sections 7(a), 7(b) and 7(c) above, if this transaction fails to close due to a breach by Buyer
er
hereunder, the sole and exclusive remedy available to Seller as a result of such breach shall be to
terminate this Agreement, whereupon Buyer shall deliver to Seller, at no cost to Seller, copies of
any reports, studies, or tests performed by Buyer or its agents in connection with this transaction
(excluding financial feasibility studies or other proprietary information Seller hereby waive
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any other remedy it may have.
11. Buyer's Remedies. If this transaction fails to close due to a breach by Seller
hereunder, the sole and exclusive remedy available to Buyer as a result of such breach shall be to
terminate this Agreement, whereupon Seller shall deliver to Buyer, at no cost to Buyer, copies o
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any reports, studies, or tests performed by Seller or its agents in connection with this transaction
(excluding financial feasibility studies or other proprietary information). Buyer hereby waives
any other remedy it may have.
12. Miscellaneous.
(a) All notices, consents and approvals required by this Agreement shall be either:
(i) personally delivered; or
(ii) placed in the United States mail, properly addressed and with full first-class postage
(ii) certified mail with a return receipt. Said notices, consents and approvals shall be deemed
received on the earlier of the date actually received, or forty-eight (48) hours after being
mailed as aforesaid.
Said notices, consents and approvals shall be sent to the parties hereto at the following
addresses, unless otherwise notified in writing:
To Seller: Grant County
PO Box 37
Ephrata., WA 98823
To Buyer: Public Utility District No. 2 of Grant County, WA.
Lands and Permitting Services
PO Box 878
Ephrata., WA 98823
(b) attorneys' Fees. In the event that either party hereto brings an action orroceedin for a
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declaration of the rights of the parties under this .Agreement, for injunctive relief, or for an
alleged breach or default of, or any other action arising out of this Agreement or the transactions
contemplated hereby the prevailing party in any such action shall be entitled to an award of
reasonable attorneys' fees and any court costs incurred in such action or proceeding, including
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on appeal, in addition to any other damages or relief awarded, regardless of whether such action
proceeds to final judgment.
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(c) Entire Mareement. and Amendments. This Agreement, together with any Exhibits referred to
herein constitute the final and complete expression between the parties hereto and supersedes
any and all prior arrangements or understandings between the parties. This Agreement can be
amended only by a writing signed by Buyer and Seller.
(d) .Exhibits. All exhibits attached hereto are hereby incorporated by reference and made a part
hereof.
(e) Time of the Essence. Time is of the essence in connection with each and every provision of
this Agreement.
(f) Choice of Law. This Agreement and each and every related document is to begoverned by,
and construed in accordance with, the laws of the state in which the Property is situated.
(g) Successors. Except as otherwise provided herein, the provisions and covenants contained
herein shall inure to and be binding upon the heirs, successors and assigns of theparties hereto.
However, Seller shall have no right to assign any of its rights, privileges, duties or obligations
under this Agreement or to convey or transfer the Property prior to Closing, without theprior
written consent of Buyer. Buyer shall be entitled to assign 'Buyer's interest under this
Agreement.
(h) Section Headings. The headings of the Sections of this Agreement are inserted solely for
convenience of reference, and are not intended to govern, limit or aid in the construction of any
term or provision hereof.
(i) Waiver. No claim of waiver, consent or acquiescence with respect to any provision of this
Agreement shall be made against either party except on the basis of a written instrument
executed by or on behalf of such party. A receipt by Seller of any payment due hereunder, with
knowledge of any breach of this Agreement, shall not be deemed a waiver of such breach. The
party for whose benefit a condition is herein inserted shall have the unilateral right to waive such
condition.
(j) Further Actions. Buyer and Seller agree to execute such further documents, and take such
further actions, as may reasonably be required to carry out the provisions of this Agreement, or
any agreement or document relating hereto or entered into in connection herewith.
(k) Counterparts. This Agreement may be executed in counterparts, each of which, when
combined, shall constitute one single binding agreement.
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IN WITNESS WHEREOF, the undersigned have executed this document as of the day and
year first hereinabove written.
SELLER:
Dated:
I
PUBLIC UTILITY DISTRICT NO 2 OF
GRANT COUNTY, WASHINGTON
Dated: By
8
Chair
Vice -Chair
Member
IN WITNESS WHEREOF, the undersigned have executed this document as of the day and
year first hereinabove written.,
SELLER:
Dated:
1*011VAM
Dated: � /R ( 2
8
GRANT COUNTY,
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By
HINGTON
PUBLIC UTILITY DISTRICT NO 2 OF
GRANT COUNTY., WASHINGTON
. Chair
Vice -Chair
Member
STATE of WASHINGTON
County of Grant
by e rt fy that I know or have satisfactory evidence that av&
and C
signed this instrument, o ath stated that they
are/were authorized to execute this instrument ani.knowled ed it to be their free a o
� and voluntary
act for the uses and purposes mentioned in this instrument.
DATED; 4 q
N ry4
Pub �c
Residing at
My appointment expires:,0
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NOTARY PUBLIC 21034869
MYAMEE * 125
STATE OF W SHINGTON
County of 9=-
I hereby cert that I know or have satisfactory evidence that
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and ft signed this instrument, on oath stated that they were
authorized to ex cute this instrument and acknowledged it to be their free and voluntary act for uses
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and purposes mentioned in this instrument.
a q -111a, Q, 2
DATED.
10
Rotwy Public
Residing at ���-�., ��Q..
My appointment expires: 4*7 IQLQ 9
STATE OF WASHINGTON
County of Grant
erpby certify that I know or have satisfactory evidence that U, vin) (A V
and 0
signed this instrument, on,fiath stated that they
are/were authorized to execute this instrument and acknowledged it to be their free and voluntary
act for the uses and purposes mentioned in this instrument.
DATED: 4
BRITTANY E LUTZ
NOTARY PUBLIC 21,036869
MY APPOINTMENT EX 10-W25
STATE OF WASHINGTON
County of
I hereby certify that I know or have satisfactory evidence that
and signed this instrument, on oath stated that they were
authorized to execute this instrument and acknowledged it to be their free and voluntary act for uses
and purposes mentioned in this instrument.
DATED:
10
Notary Public
Residing at,
My appointment expires:
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implied robled to* the accuracy or content of these materials. VIR G183 - 2023
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