HomeMy WebLinkAboutContract 43117-A2 (2)CITY SECRETARY'
CONTRACTNO.___ 311��
SECOND AMENDMENT TO CITY SECRETARY
CONTRACT NO. 43117
WHEREAS, on April 13, 2012 the City of Fort Worth ("City") and Hillside Public
Facility Corporation ("Developer") made and entered into City Secretary Contract No. 43117
(the "Contract") as authorized by the City Council in M&C C-24974 adopted on June 14, 2011;
WHEREAS, the purpose of the Contract was to provide $700,000.00 in the form of a
subordinate forgivable loan for certain acquisition expenses, as well as any soft costs and
rehabilitation expenses for the renovation of the historic Knights of Pythias Lodge building, as
part of the development of an 18 unit multifamily, mixed income housing development in
downtown Fort Worth to be known as the Knights of Pythias Lofts;
WHEREAS, the funding provided to Developer in the Contract was from grant monies
received by City from the United States Department of Housing and Urban Development
("HUD") through the Community Development Block Grant ("CDBG"), Program No. B-05-
MC-48-0010, Catalog of Federal Domestic Assistance No. 14.218 ("CDBG funds");
WHEREAS, the Contract provided for 10 Affordable Units to be rented to CDBG-
eligible tenants for a 15 year Affordability Period with repayment of the $750,000.00 loan to be
forgiven at the end of the Affordability Period provided all Contract terms and CDBG
requirements were fulfilled;
WHEREAS, a reevaluation of development costs and financing sources showed a
funding gap and the City Council in M&C C-25644 adopted on June 12, 2012 authorized the
award of an additional $250,000.00 of CDBG funds for the project increasing the total grant
award in the Contract to $950,000.00 of CDBG funds;
WHEREAS, City and Developer entered into the First Amendment to the Contract, City
Secretary Contract No. 43117-Al for the additional $250,000.00 of CDBG funds in the form of a
second lien subordinate loan to be repaid with accrued interest at the end of the Affordability
Period;
WHEREAS, the Contract has a Completion Deadline of May 31, 2013 and the Parties
desire to extend this to August 1, 2013 to accommodate changes in the Construction Schedule
and to clarify certain other regulatory requirements pertaining to vendors, Section 3 requirements
and City insurance requirements; and
WHEREAS, it is the mutual desire of City and Developer to amend the Contract to meet
Contract objectives.
NOW, THEREFORE, City, whose address is 1000 Throckmorton St., Fort Worth TX
76102, acting by and through Fernando Costa, its duly authorized Assistant City Manager, and
Developer, whose address is 1201 E. 13th Street, Fort Worth, TX 76102, acting by and through
Terri Attaway, its duly authorized President, do hereby agree as follows:
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2
Hillside Public Facility Corporation — Knights of Pythias Lofts
RCEIVgD MAY 30 2Q13
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OFFICIAL REQQ
CITY SECRETARY
Ft WORTH, TX
Section 2. DEFINITIONS is amended to be and read as follows by changing the
following:
"Completion Deadline means August 1, 2013."
The definition of Complete Documentation is amended to be and read as follows
by substituting the following for Other documentation (iv):
"(iv) proof of contractor, vendor and subcontractor eligibility as described in
Section 6 6, if applicable;"
II.
Section 6 6 Subcontractor Requirements is amended to be and read as follows by
substituting the following:
`6.6 Contractor, Vendor and Subcontractor Requirements.
Developer will use commercially reasonable efforts to ensure that all contractors
or vendors utilized by Developer or subcontractors utilized by Developer's general
contractor are appropriately licensed and such licenses are maintained throughout the
construction of the Development and the operation of the Project when applicable.
Developer shall ensure that all contractors utilized by Developer or subcontractors
utilized by Developer's general contractor in the construction of the Development or
vendors utilized by Developer in the operation of the Project are not debarred or
suspended from performing the contractor's, subcontractor's or vendor's work by the
City, the State of Texas, or the Federal government. Developer must confirm that all
contractors, subcontractors or vendors are not listed on the Federal System for Award
Management www.sam.gov, and must submit printed verification of such searches (i)
with the first Reimbursement Request which include invoices from any contractor or
subcontractor, or (ii) prior to hiring any vendor during the operation of the Project during
the Affordability Period. Failure to submit such proof of search shall be an event of
default. In the event that City determines that any contractor subcontractor or vendor has
been debarred, suspended, or is not properly licensed, Developer or Developer's general
contractor shall immediately cause the contractor, subcontractor or vendor to stop work
on the Project. In the event that any contractor, vendor or subcontractor has been
debarred, suspended, or is not properly licensed, Developer shall not be reimbursed for
any work performed by such contractor vendor or subcontractor. However, this Section
should not be construed to be an assumption of any responsibility or liability by City for
the determination of the legitimacy, quality, ability, or good standing of any contractor,
subcontractor or vendor. Developer acknowledges that the provisions of this Section
pertaining to the Federal System for Award Management shall survive and be applicable
for the length of the Affordability Period."
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 2
Hillside Public Facility Corporation -- Knights of Pythias Lofts
Section 8.10 Terms Applicable to Contractors and Subcontractors is
amended to be and read as follows by substituting the following
"8.10 Terms Applicable to Contractors, Vendors and Subcontractors.
Developer understands and agrees that all terms of this Contract, whether
regulatory or otherwise, shall apply to any and all contractors, vendors and subcontractors
of Developer which are in any way paid with Funds or who perform any work in
connection with the Project. Developer shall cause all applicable provisions of this
Contract to be included in and made a part of any contract or subcontract executed in the
perfonnance of its obligations hereunder, including its obligations regarding the
Affordability Requirements and the CDBG Regulations during the Affordability Period.
Developer shall monitor the services and work performed by its contractors, vendors and
subcontractors on a regular basis for compliance with the Affordability Requirements, the
CDBG Regulations and Contract provisions Developer is liable for all violations of the
CDBG Regulations committed by its contractors, vendors or subcontractors. City
maintains the right to insist on Developer's full compliance with the terms of this
Contract and the CDBG Regulations and Developer is responsible for such compliance
regardless of whether actions to fulfill the requirements of this Contract or the CDBG
Regulations are taken by Developer or by Developer's contractors, vendors or
subcontractors. Developer acknowledges that the provisions of this Section shall survive
the earlier termination or expiration of this Contract and be applicable for the length of
the Affordability Period."
IV.
Section 14.11 Compliance With All Applicable Laws and Regulations is amended to
be and read as follows by substituting the following for the paragraphs beginning with the
portion reading Requirements that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 and adding certain other provisions as follows:
"14.11.1
Requirement that Law Be Quoted in Covered Contracts. — Certain
Requirements Pertaining to Section 3 of the Housing and Urban
Development Act of 1968 as amended (12 U.S.C. Sections 1701 et
seq.) and its Related Regulations at 24 CFR Part 135
If the construction of the Required Improvements will cause the creation of new
employment, training, or contracting opportunities on a contractor or subcontractor level
resulting from the expenditure of the HOME Funds, Developer shall comply with the
following and will ensure that its contractors also comply. If the work performed under
this Contract is on a project assisted under a program providing direct Federal financial
assistance from HUD, Section 3 of 24 CFR 135.38 ("Section 3") requires that the
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 3
Hillside Public Facility Corporation — Knights of Pythias Lofts
following clause, shown in italics, be inserted in all covered contracts ("Section 3
Clause"):
Section to be quoted in covered contracts begins:
"A. The work to be performed under this contract is subject to
the requirements of Section 3 of Housing and Urban Development
Act of 1968, as amended, 12 U.S. C. section 1701 u (Section 3). The
purpose of Section 3 is to ensure that employment and other
economic opportunities generated by HUD assisted or HUD -
assisted projects covered by Section 3, shall to the greatest extent
feasible, be directed to low- and very -low income persons,
particularly persons who are recipients of HUD assistance for
housing.
B. The parties to this contract agree to comply with HUD's
regulations in 24 CFR Part 135, which implement Section 3 As
evidenced by their execution of this contract, the parties to this
contract certify that they are under no contractual or other
impediment that would prevent them from complying with the Part
135 regulations.
C. The contractor agrees to send to each labor organization
or representative of workers with which it has a collective
bargaining agreement or other understanding, if any, a notice
advising the labor organization or workers' representatives of the
contractor 's commitments under this Section 3 clause and will post
copies of the notice in conspicuous places at the work site where
both employees and applicants for training and employment
positions can see the notice. The notice shall describe the Section
3 preference, shall set forth minimum number and job titles subject
to hire, availability of apprentice and training positions, the
qualifications for each; and the name and location of the person(s)
taking applications for each of the positions; and the anticipated
date the work shall begin.
D. The contractor agrees that it will include this Section 3
clause in every subcontract to comply with regulation in 24 CFR
Part 135, and agrees to take appropriate action, as provided in an
applicable provision of the subcontract or in this Section 3 clause,
upon finding that the subcontractor is in violation of the
regulations in 24 CFR Part 135. The contractor will not
subcontract with any subcontractor where it has notice or
knowledge that the subcontractor has been found in violation of
regulations in 24 CFR 135.
E. The contractor will certify that any vacant employment
positions, including training positions that are filed: (1) after the
contractor is selected but before the contract is executed, and (2)
with persons other than those to whom the regulations of 24 CFR
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 4
Hillside Public Facility Corporation — Knights of Pythias Lofts
Part 135. The contractor will not subcontract with any
subcontractor where it has notice or knowledge that the
subcontractor has been found in violation of regulations in 24 CFR
135.
F. Noncompliance with HUD's regulation in 24 CFR Part 135
may result in sanctions, termination of this contract for default,
and debarment or suspension from future HUD assisted contracts.
G. With respect to work performed in connection with Section
3 covered Indian housing assistance, section 7(b) of the Indian
Self -Determination and Education Assistance Act (25 U.S.C.
section 450e) also applies to the work to be performed under this
Contract. Section 7(b) requires that to the greatest extent feasible
(i) preference and opportunities for training and employment shall
be given to Indians, and (ii) preference in the award of contracts
and subcontracts shall be given to Indian organizations and
Indian -owned Economic Enterprises. Parties to this contract that
are subject to the provisions of Section 3 and Section 79b) agree to
comply with Section 3 to the maximum extent feasible, but not in
derogation of compliance with Section 7(b)."
Section to be quoted in covered contracts ends.
14.11.2 Developer Responsibilities for Section 3 Requirements.
City and Developer understand and agree that compliance with the provisions of
Section 3, the regulations set forth in 24 CFR Part 135, and all applicable rules and orders
of HUD shall be a condition of the Federal financial assistance provided to the project
binding upon City and Developer, and their respective successors assigns, contractors
and subcontractors. Failure to fulfill these requirements shall subject Developer and its
contractors and subcontractors and their respective successors and assigns to those
sanctions specified by the grant agreement through which Federal assistance is provided
and to such sanctions as are specified by 24 CFR Part 135. Developer's responsibilities
include:
14.11.2.1
14.11.2.2
14.11.2.3
Implementing procedures to notify Section 3
residents and business concerns about training,
employment, and contracting opportunities
generated by Section 3 covered assistance;
Notifying potential contractors working on
Section 3 covered projects of their
responsibilities;
Facilitating the training and employment of
Section 3 residents and the award of contracts to
Section 3 business concerns;
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 5
Hillside Public Facility Corporation — Knights of Pythias Lofts
14.11.2.4
14.11.2.5
Assisting and actively cooperating with the HED
Department in making contractors and
subcontractors comply;
Refraining from entering into contracts with
contractors that are in violation of Section 3
regulations;
14.11.2.6 Documenting actions taken to comply with
Section 3; and
14.11.2.7
Submitting Section 3 Annual Summary Reports
(form HUD-60002) in accordance with 24 CFR
Part 135.90.
14.11.3 Section 3 Reporting Requirements.
In order to comply with the Section 3 requirements, Developer must submit the
forms attached hereto as Exhibit "I" - Section 3 Reporting Forms.
14.11.3.1
14.11.3.2
14.11.3.3
Report to the City on a quarterly basis, all
applicants for employment, and all applicants for
employment by contractors and any
subcontractors. This shall include name, address,
zip code, date of application, and " status
(hired/not-hired) as of the date of the report.
Advertise available positions to the public for
open competition, and provide documentation to
City with the quarterly report that demonstrates
such open advertisement, in the form of printout
of Texas Workforce Commission posting, copy of
newspaper advertisement, copy of flyers and
listing of locations where flyers were distributed,
and the like.
Report to the City on a quarterly basis, all
contracts awarded by contractors and any
subcontractors. This shall include name of
contractor and/or subcontractor address, zip code,
and amount of award as of the date of the report."
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 6
Hillside Public Facility Corporation — Knights of Pythias Lofts
V.
Exhibit C - Construction Schedule attached to the Contract is hereby replaced with
Exhibit C - Construction Schedule Revised 05/2013 attached hereto. Exhibit I - Section 3
Reporting Forms is added to the Contract.
VI.
All other terms and conditions of City Secretary Contract No. 43117 not amended herein
remain unaffected and in full force and effect, are binding upon the Parties, and are hereby
ratified by the Parties.
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2 Page 7
Hillside Public Facility Corporation — Knights of Pythias Lofts
`OW
EXECUTED as of
ATTEST:
City Secreta
M&C C-2497 i - Date: June
M&C C-25644 - Date: June
APPROVED AS TO F
Assistant City Attorney
`✓�ni 0 Fi
CbQA ti
inc,4b: �- d below by the Parties' signatures.
CpOF FORT WORTH
0000 --U 0041 a4
142?) 'Fernando Co.ta, ssistant City Manager
14 2141-11=0. Date: s-/soi's
12, 2012
RM AND LEGALITY:
DEVELOPER:
HILLSIDE PUBLIC FACILITY
CORPORATION
wt AY SePtatc-yiJ
Barbara Holston, Vice President
Ss-�j_Date:
By:
STATE OF TEXAS
COUNTY OF TARRANT
This instrument was acknowledged before me on v 2013 by
Fernando Costa, Assistant City Manager of the City of Fort Worth, on behalf the City of Fort
W .,
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'� � Y�• - EVONIA DANIELS
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*= MY COMMISSION EXPIRES
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. '. July 1U,2013
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STATE OF TEXAS
COUNTY OF TARRANT
Wotary Public, State oh'exas
This instrument was acknowledged before me on 144.i 3
Holston, the Vice President of Hillside Public Facility Corporation,
corporation, on behalf of said corporation.
EVA C. KEY
• MY COMMISSION EXPIRES
August 12, 2013
J
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Notary Public, State ock
CDBG CONSTRUCTION CONTRACT CSC No. 43117 A - 2
Hillside Public Facility Corporation — Knights of Pythias Lofts
1=11 OMB
, 2013 by Barbara
a Texas public facility
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Page 8
OFFICIAL RECORD
CITY SECRETARY
FT. WORTHS TX
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 6/14/2011
DATE: Tuesday, June 14, 2011 REFERENCE NO.: C 24974
LOG NAME: 17FWHA—KNIGHTSOFPYTHIASLODGELOFTS
SUBJECT:
Authorize Expenditure of $700,000.00 of Community Development Block Grant Funds to the Fort Worth
Housing Authority, or its Designated Affiliate, in the Form of a Subordinate Forgivable Loan for the Knights
of Pythias Lodge Lofts Development, Authorize Execution of a Contract and Authorize a Substantial
Amendment to the City's 2005-2006 Action Plan (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a substantial amendment to the City's 2005-2006 Action Plan;
2. Authorize the City Manager, or his designee, to substitute funding years in order to meet United States
Department of Housing and Urban Development commitment, disbursement and expenditure deadlines;
3. Authorize an expenditure of $700,000.00 of Community Development Block Grant funds to the Fort
Worth Housing Authority, or its designated affiliate, in the form of a subordinate forgivable loan for the
development of the Knights of Pythias Lodge Lofts located in the 300 block of Crump Street in downtown
Fort Worth;
4. Authorize the City Manager, or his designee, to execute a contract with the Fort Worth Housing Authority,
or its designated affiliate, for the development for a term beginning on the date of execution of the Contract
and expiring at the end of the 15 year Affordability Period; and
5. Authorize the City Manager, or his designee, to amend the Contract if necessary to achieve project goals
provided that the amendment is within the scope of the project and in compliance with City policies and
applicable laws and regulations governing the use of federal grant funds.
DISCUSSION:
The Fort Worth Housing Authority (Developer) proposes to develop the Knights of Pythias Lodge Lofts in
downtown Fort Worth. Project partners include the City and Downtown Fort Worth, Inc. (DFWI). The
Developer will acquire two lots located at 303 and 307 Crump Street and lease or purchase a portion of a lot
for parking located at East 2nd Street owned by DFWI. The development will consist of the rehabilitation of
the Knights of Pythias Lodge which will contain ten units and the new construction of an adjacent structure
that will contain eight units for a total of eighteen units.
Total development costs are approximately $1,900,000.00. Community Development Block Grant funds will
provide for acquisition costs up to $400,000.00 with the remaining funds being used for soft and hard costs
related to the rehabilitation of the Knights of Pythias Lodge.
staff recommends the following loan terms:
i. Designate 51 percent of units to be affordable for a 15 Year Affordability period;
ii. Secure performance and repayment of CDBG funds with a recorded deed of trust on land and all
improvements;
iii Zero percent interest rate; and
iv. Loan is forgiven once the 15 Year Affordability period expires and contract terms are met
The expenditure of CDBG funds is conditioned upon the following:
i. Satisfactory completion of an environmental review per 24 CFR Part 58,and
ii. Authorization to use grant funds from the United States Department of Housing and Urban Development.
Staff recommends the change in use and expenditure of $700,000.00 in CDBG funds for the development,
which is to benefit low and very low income citizens by providing them with affordable housing. The Action
Plan funding years selected may vary and be substituted based on the Principle of First In, First Out (FIFO)
in order to expend oldest grant funds first A public comment period on the change in use of these CDBG
funds was held from May 6, 2011, to June 6, 2011 Any comments are maintained by the Housing and
Economic Development Department in accordance with federal regulations.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
FUND CENTERS:
TO Fund/Account/Centers
GR76 539120 005206005910
FROM Fund/Account/Centers
1700.000.00 01176 539120 0032060051QQ
GR76 538070 003206005700
CERTIFICATIONS:
Submitted for City Manager's Office bv:
Originating Denartment Head:
Additional Information Contact:
ATTACHMENTS
1. available funds ndf
2. KOPM&CMan.ndf
Thomas Higgins (6192)
Jay Chapa (5804)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
$185.953.00
$514.047.00
M&C Review Page 1 of 2
Official site of the City of Fort Worth, Texas
Crry COUNCXL
COUNCIL ACTION: Approved on 6/12/2012
DATE: 6/12/2012 REFERENCE **C-25644 LOG 17KNIGHTSOFPYTHIASLOFTSADD25OK
NO.: NAME:
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: Authorize Expenditure of an Additional $250,000.00 of Community Development Block
Grant Funds to the Hillside Public Facility Corporation, an Affiliate of the Fort Worth
Housing Authority, for a Subordinate Loan in the Total Amount of $950,000.00 for the
Knights of Pythias Lodge Lofts Located in the 300 Block of Crump Street and Authorize
Substantial Amendment to the City's 2010-2011 Action Plan (COUNCIL DISTRICT 9)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize a Substantial Amendment to the City's 2010-2011 Action Plan;
2 Authorize the City Manager, or his designee, to substitute funding years in order to meet United
States Department of Housing and Urban Development commitment, disbursement and expenditure
deadlines; and
3. Authorize an expenditure of an additional $250,000.00 of Community Development Block Grant
funds to the Hillside Public Facility Corporation, an affiliate of the Fort Worth Housing Authority, in the
form of a subordinate loan in the total amount of $950,000.00 for the development of the Knights of
Pythias Lodge Lofts located in the 300 block of Crump Street in downtown Fort Worth.
DISCUSSION:
On June 14, 2011, (M&C C-24974) the City Council approved an award of $700,000.00 of
Community Development Block Grant (CDBG) funds to the Fort Worth Housing Authority (FWHA), or
its designated affiliate, to develop the Knights of Pythias Lodge Lofts, a multifamily mixed income
housing development in downtown Fort Worth. FWHA formed the Hillside Public Facility Corporation
(HPFC), a single asset entity, to serve as the developer and owner. On April 12, 2012, HPFC and the
City entered into City Secretary Contract No. 43117 for the original $700,000.00 of CDBG funds to be
used for acquisition, rehabilitation and soft costs for the 18-unit development. The CDBG funds were
in the form of a deferred payment loan which would be forgiven at the end of the 15 Year Affordability
Period. HPFC acquired the property and will rehabilitate and convert the Knights of Pythias Lodge,
which will contain eight units, and construct an adjacent, architecturally compatible structure which
will contain ten units.
Since the original CDBG award, Staff has re-evaluated project development costs in addition to
financing sources and identified a funding gap Because the project will provide quality, affordable,
accessible housing and restore a historically significant structure, Staff recommends the award of an
additional $250,000.00 in CDBG funds for a total of $950,000.00 of CDBG funds, subject to the
following terms:
i. Designate 51 percent of units to be affordable for a 15 Year Affordability Period;
ii. Secure performance and repayment of CDBG funds with a deed of trust on land and all
improvements;
iii. One percent interest;
iv. Repayment of $700,000.00 of the CDBG funds shall be deferred and forgiven at the end of the
Affordability Period; and
v. Repayment of $250,000.00 of the CDBG funds and accrued interest shall be due at the end of the
Affordability Period.
http://www.fortworthgov.org/council_packet/mc review.asp?ID=16933&councildate=6/... 06/ 13/2012
M&C Review Page 2 of 2
Total project costs are estimated to be $2,200,000.00 including the CDBG award of $950,000.00.
Staff recommends the change in use and expenditure of an additional $250,000.00 in CDBG funds
for the development, which is to benefit low and very low income citizens by providing them with
affordable housing. The Action Plan funding years selected may vary and be substituted based on
the Principle of First In, First Out in order to expend oldest grant funds first. A public comment period
on the change in use of these additional CDBG funds was held from May 11, 2012 to June 11, 2012
Any comments are maintained by the Housing and Economic Development Department in
accordance with federal regulations.
This project is located in COUNCIL DISTRICT 9.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
TO Fund/Account/Centers
GR76 539120 017206460910 $250.000.00
Submitted for Citv Manager's Office bv:
Oriainatina Department Head:
Additional Information Contact:
ATTACHMENTS
KOPM&CMao.odf
FROM Fund/Account/Centers
GR91 538070 005206066010 $149.25517
GR76 539120 017206460990 $100.744.83
Fernando Costa (6122)
Jay Chapa (5804)
Cynthia Garcia (8187)
Avis F. Chaisson (6342)
http://www.fortworthgov.org/council_packet/mc_review.asp?ID=1693 3 &counciidate=6/... 06/13/2012