HomeMy WebLinkAboutRes2022-030 UAF & Alutiq Lease Sponsored by: Bower
Public Hearing: March 14, 2022
CITY OF SEWARD,ALASKA
RESOLUTION 2022-030
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, APPROVING THE TERMINATION OF THE SUBLEASE
AGREEMENT BETWEEN THE UNIVERSITY OF ALASKA AND THE
CITY OF SEWARD,APPROVING LEASE AMENDMENT 1 WITH CRRC,
APPROVING LEASE AMENDMENT 4 WITH THE UNIVERSITY OF
ALASKA AND TO APPROVING THE MOA BETWEEN THE
UNIVERSITY AND CRRC
WHEREAS, in 1991, the city leased land to the University of Alaska; and
WHEREAS, the city subleased Tract 1 B back from the University of Alaska to support
the Alutiiq Pride Marine Institute; and
WHEREAS,the city leased Tract l B to Alutiiq Pride Marine Institute(CRRC)since 2006;
and
WHEREAS, CRRC and University are requesting to upgrade their infrastructure on the
lease land; and
WHEREAS, in order to amend the lease with the University and CRRC the city needs to
terminate the sublease with the University; and
WHEREAS, CRRC has requested to amend and extend their lease to 2069 for the ability
to acquire grants to upgrade the facility; and
WHEREAS, the University has requested a need for a section of land that CRRC leases,
which requires both leases to be amended and the land re-platted; and
WHEREAS,the University and CRRC along with the city negotiated a MOA to authorize
replatting and lease amendments; and
WHEREAS, CRRC has demonstrated that it has the administrative capability to operate
the Facility and to insure and maintain the property; and
WHEREAS, the University has proven their commitment to Seward and capability to
move forward with upgrading the infrastructure and maintaining their facility.
NOW,THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF SEWARD,ALASKA that:
r..
CITY OF SEWARD,ALASKA
RESOLUTION 2022-030
Section 1. The City Council approves the termination of the sublease of Tract 1 B between
the City of Seward and the University.
Section 2. Seward City Council approves Lease Amendment 1 to the CRRC lease.
Section 3. The Seward City Council approves Lease Amendment 4 to the University's
lease.
Section 4. The Seward City Council approves the MOA between the CRRC and the
University and the City as presented at this meeting.
Section 5. The Seward City Council finds that the essential terms and conditions of Lease
Amendment No. 1 to the CRRC lease and the method of the lease extension are in the public
interest.
Section 6. The Seward City Council finds that the essential terms and conditions of Lease
Amendment No. 4 to the University lease and the method of the lease extension are in the public
interest.
Section 7. This resolution shall take effect thirty(30)days upon adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska,this 14th
day of March, 2022.
T C T SEWA KA
C 'sty Terry, ayor
AYES: Wells, DeMoss,Casagranda, Calhoon, McClure, Terry
NOES: None
ABSENT: Osenga
ABSTAIN: None
ATT ST: Orit
:renda J. Ballou, •F s ".
City Clerk �••V�� oRPo2q�q'Pp';
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(City Seal) : ? —.— ��':
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City Council Agenda Statement
Meeting Date: March 14, 2022
To: City Council
Through: Janette Bower, City Manager
From: Norm Regis, Harbormaster
Agenda Item: Resolution 2022-030: A Resolution of the City Council of Seward, Alaska
approving the termination of the sublease agreement between the University of Alaska and the City
of Seward, approving Lease Amendment No. 1 with CRRC and Lease Amendment No. 4 with the
University of Alaska, approve the MCA between the City, University and CRRC.
Background and justification:
The Alutiiq Pride Marine Institute (APMI) has operated at its current location for over 25
years. It strengthens the local economy by providing stable jobs and provides support for food
security in Seward and throughout the Chugach region. APMI is owned and operated by Chugach
Regional Resources Commission (CRRC), a federally-recognized consortium that provides natural
resource management and economic development services for seven tribes, including the Qutekcak
Native Tribe in Seward.
The APMI facility is on land that CRRC leases from the City, which the City owns (Tract 1B).
CRRC has leased Tract 1B from the city since 2006.
The University has leased Water Front Tracts from the City of Seward since 1970, and has
used a portion of the property("Tract 1A')for the SMC,and since 2003 sub-leased another portion
of the property ("Tract 1B") back to the City which the city leased to CRRC for operation of the
hatchery located on Tract 1B.
The University needs a portion of tract 1B to renovate the SMC. If a portion of Tract 1B is
used by the University CRRC will need to lease additional property from the City to be positioned for
hatchery renovation or expansion.
Changing the properties being leased to CRRC and the University requires replatting. It also
requires amendments to the existing leases so that instead of a lease to the University and a
sublease to CRRC there are standalone lease agreements between the City and each entity and that
the University-City sublease of Tract 1B be terminated.
With the cooperation of both parties a proposed MCA, proposed termination of the sublease
with the University and proposed lease amendments to the leases with the University and the CRRC
are before the Council for approval. CRRC and the University have accepted the proposed
agreements and the City Attorney has participated in negotiations and is not recommending any
changes. Council may also request amendments following conclusion of the public hearing based
on Council desires or based on input from the public.
The University, City and CRRC will work together through the MCA to fulfill University and
CRRC development plans.
Comprehensive and Strategic Plan Consistency Information
This legislation is consistent with (citation listed):
Comprehensive Plan: 3.1.1.6 Support existing public institutions in
Their effort to maintain, expand and develop.
Strategic Plan: Page 6 Attract More Public Sector Federal V State Employment and
Program Funding
Other:
Certification of Funds
Total amount of funds listed in this legislation: $
This legislation (✓):
Creates revenue in the amount of: $
Creates expenditure in amount of: $
Creates a savings in the amount of: $
X Has no fiscal impact
Funds are (✓):
Budgeted Line item(s):
Not budgeted
X Not applicable
Finance Director Signature:
Attorney Review✓ Administration Recommendation
X Yes X Adopt Resolution
Not applicable Other:
LEASE AMENDMENT NO. 1
(RE-2021 Lease and Operating Agreement for the Alutiiq Pride Marine Institute and Shellfish
Hatchery)
THE CITY OF SEWARD,ALASKA, a home rule municipal corporation, organized and existing
under the laws of the State of Alaska,hereinafter referred to as "CITY",and Chugach Regional Resources
Commission,a non-profit corporation organized under the laws of the State of Alaska, 1840 Bragaw Street,
Anchorage,Alaska 99508 ("CRRC"), hereby agree that the Lease and Operating Agreement for the Seward
Alutiiq Pride Marine Institute and Shellfish Hatchery dated January 25, 2021, ("the Lease") is hereby
amended as set forth below:
The ninth WHEREAS clause of the Lease, beginning "WHEREAS, the City has determined that a
new Lease of the Facility . . ." is deleted in its entirety.
1. Article 1. Definitions is hereby amended to read as follows:
1. Definitions
The following terms shall, for the purposes of this Agreement, have the following
meanings:
"Agreement" means this Lease and Operating Agreement for the Alutiiq
Pride Marine Institute and Shellfish Hatchery.
City" means the city of Seward, Alaska.
"CRRC" means the Chugach Regional Resources Commission.
"Facility" means, collectively, the MPF and MTC and all ponds,parking areas,
Structures and land on or pertinent to the Site as depicted in Exhibit A to this Lease.
"Force Majeure" means acts of nature, acts of the enemies of the United States of
America, sabotage, blockade, insurrection, riot, epidemic, fire, flood, explosion, earthquake,
tsunami, civil disturbance or war.
"Hazardous Material" means any substance:
(a) the presence of which requires investigation or remediation under any federal,
Alaska State or local statute, regulation, ordinance, order, action, policy, or
common law; or
(b) which is or becomes defined as a "hazardous waste," "hazardous material,"
"hazardous chemicals," "hazardous substance," "oil," "pollutant," or"contaminant"
under any federal, Alaska state or local statute, regulation, rule, or ordinance or
amendments thereto including, without limitation, the Comprehensive
Environmental Response,Compensation and Liability Act(42.U.S.C. Section 2701
et seq.), the Oil Pollution Act of 1990 (33 U.S.C. Section 2701 et seq.), Title 46 of
the Alaska Statutes, and applicable portions of Title 18 of the Alaska
Administrative Code.
"Improvements" mean any and all improvements subsequently constructed or placed on the
LEASE AMENDMENT NO. 1 Paee 1
Site, including but not limited to driveways,parking areas, buildings,potable water systems, seawater
systems (Intake System), fuel tanks, electrical or utility systems, sanitary systems, sheds,ponds, and
other structures.
"Intake System" means all facilities now existing or which may be constructed or installed in
the future that are owned or used by CRRC that are required for the collection, transmission, and
delivery of seawater from Resurrection Bay to the MTC, MPF, and related ponds required for CRRC
mariculture operations, and includes but is not limited to the seawater intake apparatus, pumping
stations,pumps, generators, meters, valves, equipment,pipes, mixing systems (if any), and all
appurtenances thereto.
"MTC" means Mariculture Technical Center.
"MPF" means Mariculture Production Facility.
"Property" means Tract 113-1 Plat No. 20-21- a replatting of Tracts IA and 1B
Waterfront Tracts Subdivision, Mariculture Addition, Plat No. 97-18, located in the Seward
Recording District, Third Judicial District, State of Alaska.
"Site" means Tract 113-1 Plat No. 20-21- a replatting of Tracts IA and 1B Waterfront
Tracts Subdivision, Mariculture Addition, Plat No. 97-18, located in the Seward Recording
District, Third Judicial District, State of Alaska.
"SMC" means the Seward Marine Center located on real property leased by City to the
University of Alaska ("University") under a separate lease agreement.
"Term" means the forty-eight-year term of this Agreement, effective January 25, 2021
through June 30, 2069, unless extended or terminated as provided herein.
2. Article 2. Leased Premises is amended to read as follows:
2.1 Premises Leased. City leases the Property and the Facility to CRCC.
2.2 Property accented "As-is." CRRC acknowledges that it is fully aware of the
condition of the Property and the Facility and accepts the same "as-is" and without reliance
on any expressed or implied representations and warranties of City or agents of City as to the
actual physical condition or characteristics thereof.
2.3 Seawater Intake Requirement. City recognizes and understands that CRRC's
seawater Intake System, including pumping stations and pipes, passes through the SMC
before reaching the MPF, MTC, and ponds and that CRRC's mariculture operations are
dependent upon the uninterrupted supply of seawater. Without a seawater supply, CRRC's
operations would be compromised after 12 hours and existing spat, aquatic plant seed stock,
and all mariculture stock would be jeopardized. The Parties are aware that University has
plans to demolish the SMC at some point during the Lease term, renovate the structure, and
dredge the adjoining waters. Such actions, if undertaken by University without CRRC having
a replacement or backup intake in place,jeopardizes CRRC mariculture operations at the Site.
City shall therefore facilitate periodic communication between University and CRRC
regarding University's renovation and dredging plans which impact CRRC's intake so as to
LEASE AMENDMENT NO. 1 Page 2
permit CRRC to ensure such plans do not interfere with CRRC's requirement for an
uninterrupted supply of seawater for its mariculture operations. City agrees to consider in
good faith requests by CRRC for the acquisition of easements in other areas of the City, if
required by CRRC, for the construction and installation of an alternate seawater intake system
that will be required to be in place before demolition of the SMC or dredging of nearby
waters by University impacts CRRC's use of the existing Intake System.
3. Article 4. Management and Operation of Facility is amended to read as follows:
4. Management and Operation of Facility. CRRC shall maintain, operate, and
control the Facility and shall do so to a standard that is comparable to that of other well-
operated and maintained marine research facilities throughout the United States; provided,
however, that City and University keep CRRC apprised of any renovation plans by University
to the SMC or nearby waters that place at risk CRRC's uninterrupted supply of seawater to
the Site, so that CRRC may timely arrange for an alternate supply of seawater to the Site for
its ongoing mariculture operations.
4. Article 4 is amended to add the following provisions:
4.5. Improvements. CRRC shall have the right to erect, maintain, alter, remodel,
reconstruct, rebuild, and construct buildings and other improvements on the Site. Any
fixtures, machinery, or equipment constructed, installed, placed, or maintained upon any part
of the Site by CRRC shall be and remain the property of CRRC and may be removed or
replaced at any time by CRRC during the term of the Agreement. Any improvements made
by CRRC that are not removed within one year of the expiration of the Agreement shall
become the property of City.
5. Article 6 of the Lease is hereby deleted in its entirety, and amended to read as follows:
6. City's Warranty of Quiet Enjoyment. CRRC, upon observing and keeping the
covenants, conditions, and terms of this Lease on its part to be kept or performed, shall
peacefully and quietly enjoy possession of the Leased Property, Facility, and Site, subject to
existing encumbrances, during the term of this Lease without hindrance by, from or through
City. City further agrees to facilitate periodic discussions between University and CRRC
concerning the respective parties' renovation plans on the real properties leased from City by
CRRC and University.
6. Article 7.2 (Utilities) is amended by adding the following sentence at the end of the
article: CRRC's obligation for the maintenance, repair, or replacement of any water supply system
serving the Facility is subject to Articles 2, 3, 4 and 6 herein.
7. Article 9 of the Lease is hereby deleted in its entirety, and amended to read as follows:
9. Non-Discrimination. CRRC warrants and represents that (1) no person will on the
grounds of race, color, or national origin, be excluded from participation in, be denied the
benefits of, or be otherwise subjected to discrimination with regard to use of the Facilities,
and (2) that CRRC will use the Facility in compliance with all requirements for
nondiscrimination imposed by applicable federal civil rights laws.
City and CRRC agree to the recording of a nondiscrimination covenant for the
LEASE AMENDMENT NO. 1 Page 3
Facility in accordance with the foregoing assurances and 15 C.F.R. § 8.5(b)(5) if a property
transfer occurs.
8. Article 10 of the Lease is hereby deleted in its entirety, and amended to read as follows:
CRRC shall be solely responsible for paying for all labor performed upon or materials
furnished to the Facility, including maintenance or repair, furnished at the request of CRRC. CRRC
shall keep the Facilities under CRRC's jurisdiction free and clear of all mechanics', labor, or
materialmen's liens arising from the performance of labor upon or furnishing materials to the
Facility. CRRC shall post and record notices of nonresponsibility for the benefit of the City pursuant
to AS 34.35.065, AS 34.35.150, and any other applicable laws.
CRRC contemplates applying for grants or financing to improve the Facility or purchase
equipment or fixtures with a lender or granting agency who may require a security interest therein.
CRRC may create, or permit to be created, such liens against its leasehold interest as may be
required to secure such funding. CRRC shall hold the City harmless from all costs or liability
resulting from such improvements. Nothing herein shall provide CRRC with the authority to create,
or permit to be created, any security interest or lien against the City's ownership interests.
9. Article 15.1 A is amended to read as follows:
A. On June 30, 2069 unless extended or terminated as provided in this Agreement.
10. Article 15.1(B) of the Lease is hereby deleted in its entirety.
11. Article 15.1(D) of the Lease is hereby deleted in its entirety.
12. Article 15.2 (Option to Extend) is amended by revising the introductory sentence to read:
CRRRC shall have the right to extend the term of this Agreement for up to five (5)renewal terms of five
(5)years each, unless a Party to this Agreement gives at least two (2)years written notice to the other
Party that this Agreement shall terminate at the end of its then current term ("Termination Notice"),
provided that:
This Amendment No. 1 is effective as of January 1, 2022.
In all other respects, the Lease is to remain unchanged and in full force between the undersigned
parties.
IN WITNESS WHEREOF,the parties hereto have executed this document, and it is effective
this_day of
2022.
LESSOR: LESSEE:
LEASE AMENDMENT NO. 1 Page 4
CITY OF SEWARD, ALASKA Chugach Regional Resources Commission
Janette Bower, City Manager Willow Hetrick-Price, Director
ATTEST:
Brenda Ballou
City Clerk
(City Seal)
STATE OF ALASKA )
ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this day of , 2022, before me, the undersigned, a
Notary Public in and for the State of Alaska,personally appeared Janette Bower, known to me and to me
known to be the City Manager for the City of Seward, Alaska, and authorized to execute documents on its
behalf, and is the individual named in and who executed the foregoing document on behalf of the City of
Seward for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
NOTARY PUBLIC IN AND FOR ALASKA
My Commission Expires:
STATE OF ALASKA )
ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this day of , 2022, before me, the
undersigned, a Notary Public in and for the State of Alaska,personally appeared Willow Hetrick-Price,
known to me to be a Director of the Chugach Regional Resources Commission, a nonprofit corporation ,
LEASE AMENDMENT NO. 1 Page 5
organized and existing under the laws of the State of Alaska, and authorized to execute documents on its
behalf and is the individual named in and who executed the foregoing document on behalf of the Chugach
Regional Resources Commission as the voluntary act and deed of said corporation for the uses and
purposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
NOTARY PUBLIC IN AND
FOR ALASKA
My Commission Expires:
Return to: Harbormaster
City of Seward
PO Box 167
Seward, AK 99664
LEASE AMENDMENT NO. 1 Page 6
,586
CITY OF SEWARD/UNIVERSITY OF ALASKA
TERMINATION OF SUBLEASE AGREEMENT
The City of Seward and the University of Alaska hereby agree to terminate of that certain
Sublease Agreement ("Sublease") pertaining to a portion of Tract 1B, Waterfront Tracts
Subdivision, Mariculture Addition, Plat No. 97-18 dated May 28, 2003, Seward Recording
District, Third Judicial District State of Alaska ("the Termination"). The Termination is made
pursuant to Section 7(a) of the Lease. The effective date of the Termination shall be the date
Amendment No. 4 to that certain Lease Agreement between the City of Seward and the University
of Alaska dated March 7, 1991 memorialized by that Memorandum of Lease recorded in Book 60
Page 776, Seward Recording District as previously amended is fully approved and executed by
both the University of Alaska and the City of Seward.
Dated this day of , 2022.
CITY OF SEWARD UNIVERSITY OF ALASKA
By: By:
Janette Bower
Its: City Manager Its:
ATTEST:
By:
Brenda Ballou
Its: City Clerk
CITY OF SEWARD
Termination of Sublease Agreement
Page 1
AFTER RECORDING RETURN TO:
City Planner
City of Seward
Box 167
Seward, Alaska 99664
CITY OF SEWARD
Termination of Sublease Agreement
Page 2
LEASE AMENDMENT NO. 4
(Re 1991 Lease Agreement)
THIS LEASE AMENDMENT, made this day of March, 2022, by the CITY OF SEWARD,
ALASKA, a home rule municipal corporation, organized and existing under the laws of the State of Alaska,
hereinafter referred to as "City", and the University of Alaska, 910 Yukon Drive, Suite 211, Fairbanks,
Alaska 99775, a constitutional corporation of the State of Alaska, hereinafter referred to as "University,"
amends that Lease Agreement, dated March 7, 1991, as memorialized by a memorandum of lease recorded
April 8, 1991, at Book 60,Page 776 in the records of the Seward Recording District, Third Judicial District,
State of Alaska, amended by Lease Amendment No. 1 dated December 17, 1997,recorded at Book 88,Page
903, in the Seward Recording District, further amended by Lease Amendment No. 2, dated September 9,
2002, recorded at Book 115, page 694, Seward Recording District, and further amended by Lease
Amendment No. 3, dated May 28, 2003, and recorded January 21, 2004 as document 2004-000137-0,
Seward Recording District, is hereby amended to read as follows:
ARTICLE I is amended to read:
LEASED LAND. City leases to Lessee, and Lessee leases from the City that certain real property
herein called "Leased Land," situated in Seward, Alaska, and more particularly described as follows:
Tract IA, Waterfront Tracts Subdivision, Mariculture Addition, according to Plat 97-18,
located in the Seward Recording District, Third Judicial District, State of Alaska, EXCEPTING
THEREFROM,that portion of Tract IA starting at the corner formed by L4 and L3 of the current
boundary between Tract IA and Tract 1B, , as depicted on Plat 97-18; thence S 65°14'24" E a
distance of 59.09 feet; thence S 24'23'13" W a distance of 154.31 feet to a point on the current
southern boundary of Tract IA; thence N 84'15'25" W a distance of approximately 32.56 feet to
the current boundary line between Tract I and Tract 1B; thence along the current boundary
between Tract I and Tract 1B, Line L6, N 31°00'22"E a distance of 52.54 feet; thence along the
current boundary between Tract IA and Tract 1B, N 05°44'35" E a distance of 97.75 feet; thence
along the current boundary between Tract IA and Tract 1B, Line L5, S 84°15'25" E a distance of
5 feet; thence along the current boundary of Tract I and Tract 1B, Line L4, N 05°44'35" E a
distance of 20 feet to the corner between L3 and L4, the point of beginning, the excluded area
consisting of approximately 6,224 sq ft, more or less;
And
A portion of Tract 1B, Waterfront Tracts Subdivision, Mariculture Addition, according to
Plat 97-18, located in the Seward Recording District, Third Judicial District, State of Alaska, more
particularly described as: beginning at the North East Corner of said Tract 1B, the true point of
beginning, thence S 32°59'28" E a distance of 116.15 feet along the boundary between Tract IA
and Tract 1B; thence S 57°00'32" W a distance of 72 feet along the boundary between Tract IA
and Tract 1B; thence N 32°59'28" W a distance of 116.15 feet, to the boundary of Tract 1B
adjoining Railway Avenue; thence N 57°00'32" E a distance of 72 feet along the boundary of
Tract 1B adjoining Railway Avenue to the true point of beginning, consisting of approximately
8,362.8 square feet more or less.
ARTICLE V (LEASE TERM), Subsection 1 is amended to read:
LEASE AMENDMENT NO. 4 Page 1
1. Commencement and Expiration. The term of this lease commenced July 1, 1970 and ends
June 20, 2119.
ARTICLE XX(MODIFICATION OF EARLIER LEASE) is amended by adding a paragraph
to read:
The sublease agreement entered into May 28, 2003, under which the University subleased
to the City of Seward Tract 1B (with certain exceptions) for a term ending May 31, 2028,
memorialized by a Memorandum of Sublease recorded January 21, 2005 as document 2004-
000139-0, Seward Recording District, is hereby terminated.
This Amendment No. 4 is effective as of January 1, 2022. In all other respects, the Lease is to
remain unchanged and in full force between the undersigned parties.
IN WITNESS WHEREOF,the parties hereto have executed this document.
LESSOR: LESSEE:
CITY OF SEWARD, ALASKA University of Alaska
Janette Bower, City Manager Adrienne Stolpe, Chief Lands Officer
ATTEST:
Brenda Ballou
City Clerk
(City Seal)
STATE OF ALASKA )
ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this day of , 2021, before me, the undersigned, a
Notary Public in and for the State of Alaska,personally appeared Janette Bower, known to me and to me
known to be the City Manager for the City of Seward, Alaska, and authorized to execute documents on its
behalf, and is the individual named in and who executed the foregoing document on behalf of the City of
Seward for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
NOTARY PUBLIC IN AND FOR ALASKA
My Commission Expires:
LEASE AMENDMENT NO. 4 Page 2
STATE OF ALASKA )
) ss.
THIRD JUDICIAL DISTRICT )
THIS IS TO CERTIFY that on this day of , 2021, before me, the
undersigned, a Notary Public in and for the State of Alaska,personally appeared Adrienne Stolpe, known
to me to be the Chief Lands Officer of the University of Alaska, a constitutional corporation, organized
and existing under the laws of the State of Alaska, and authorized to execute documents on its behalf as
such officer thereof, by authority of its Board of Regents, and is the individual named in and who
executed the foregoing document on behalf of the University of Alaska as the voluntary act and deed of
said corporation for the uses and purposes therein set forth.
WITNESS my hand and notarial seal the day and year first hereinabove written.
NOTARY PUBLIC IN AND
FOR ALASKA
My Commission Expires:
Return to: Harbormaster
City of Seward
PO Box 167
Seward,AK 99664
LEASE AMENDMENT NO. 4 Page 3