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RESOLUTION AUTHORIZING THE COUNTY MAYOR OR THE COUNTY MAYOR�S DESIGNEE TO EXECUTE A CUSTOMER PURCHASE AND SALE AGREEMENT AND BILL OF SALE FOR $1.00 RELATING TO THE CONVEYANCE OF MASTER-METERED UNDERGROUND GAS DISTRIBUTION SYSTEM TO PIVOTAL UTILITY HOLDINGS, INC., A NEW JERSEY CORPORATION D/B/A FLORIDA CITY GAS

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WHEREAS, this Board desires to accomplish the purposes outlined in the accompanying memorandum, a copy of which is incorporated herein by reference,

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF MIAMI-DADE COUNTY, FLORIDA, that this Board authorizes the County Mayor or the County Mayor�s designee to execute a Customer Purchase and Sale Agreement and Bill of Sale, in substantially the form as attached hereto as Exhibit B, to convey the master-metered underground gas distribution system that services 399 public housing units located at Annie Coleman Gardens (FL 5-014), Annie Coleman Gardens (FL 5-016), and Jolivette (FL 5-009) to Pivotal Utility Holdings, Inc., a New Jersey Corporation d/b/a Florida City Gas, for the nominal price of $1.00, and authorizes the County Mayor or County Mayor�s designee to execute the Customer Purchase and Sale Agreement and Bill of Sale; directs the County Mayor or the County Mayor�s designee, pursuant to Resolution No. R-974-09, to record in the public record all deeds, covenants, reverters and mortgages creating or reserving a real property interest in favor of the County and shall provide a copy of such recorded instruments to the Clerk of the Board within thirty (30) days of execution and final acceptance; directs the Clerk of the Board, pursuant to Resolution No. R-974-09, to attach and permanently store a recorded copy of any instrument provided in accordance herewith together with this resolution.

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Date:

To: Honorable Chairman Joe A. Martinez
and Members, Board of County Commissioners

From: Carlos A. Gimenez
Mayor

Subject: Resolution Authorizing the Execution of a Customer Purchase and Sale Agreement and Bill
of Sale for the Conveyance of Master-metered Underground Gas Distribution System to
Pivotal Utility Holdings, Inc.

STAFF RECOMMENDATION
Recommendation
It is recommended that the Board of County Commissioners (Board) approve the attached resolution authorizing the County Mayor or the County Mayor�s designee to execute a Customer Purchase and Sale Agreement and Bill of Sale for the conveyance of master-metered underground gas distribution system, in substantially the same form attached hereto as Exhibit A. The mastered-metered underground gas distribution system is currently owned by Miami-Dade County (County) and maintained by Miami-Dade Public Housing Agency (MDPHA), now known as Public Housing and Community Development (PHCD) to Pivotal Utility Holdings, Inc., a New Jersey corporation d/b/a Florida City Gas (FCG).

Scope
The master-metered underground gas distribution system involves 399 units at the following public housing developments located in districts 2 and 3:
�Annie Coleman Gardens (FL5-016) has 7 master meters serving 88 units located at 2480 NW 63 Street, 6239 NW 24 Avenue, 6240 NW 21st Avenue, 2601 NW 67 Street, 6610 NW 26 Avenue, and 6641 NW 26 Avenue (District 2)
�Annie Coleman Gardens (FL5-014) has a master meter serving all 245 units located at 4600 NW 25th Avenue. (District 3)
�Jolivette (FL 5-009) has 1 master meter serving 66 units located at 6328 NW 24th Place. (District 2)

Fiscal Impact
The County is currently spending in excess of $50,000 annually through PHCD�s maintenance contractor, Southeast Corrosion, to perform the mandated annual maintenance inspections, leak repairs, and Sunshine State underground line locates which is required prior to any projects involving excavation. Once the conveyance to FCG is completed, there will be no future fiscal impact to the County. Additionally, the County would be eligible to receive substantial residential rebates for all gas appliances at its public housing sites and these funds would be rolled back into procuring additional appliances. However, if the County retains ownership of these gas lines, not only would the County be required to continue maintenance of the underground piping and master meters, but the County would also remain liable.

Track Record/Monitoring
The PHCD Director is responsible for monitoring this agreement.

MANAGER'S BACKGROUND
Background
The County currently owns and maintains the master-metered underground gas distribution system that serves 399 public housing units located at Annie Coleman Gardens (FL5-016 and FL5-014), and Jolivette (FL5-009), all located within the City of Miami. The County acquired the gas lines when the properties were conveyed to the County in 1967 by the City of Miami Housing Authority and accepted by the Board in 1968. Although the County has owned the property and gas lines since 1968, on January 7, 2011, the Florida Public Service Commission (PSC) confirmed that the County has been registered as a regulated natural gas system per the PSC correspondence to the County Attachment 1. PHCD has sought to divest itself of these pipelines, located at the folios listed on the Master Meter Gas System Folio list (Attachment 2), for at approximately seven (7) years and since FCG owns and operates the gas lines that connect to and serve our master metered systems, it is in the best interest of the County to pursue this option. In the past FCG was not interested in the acquisition, however FCG is currently expanding their existing lines and has expressed an interest in the County�s underground gas distribution system. PHCD and FCG have informed the PSC that the County is seeking to convey the gas pipeline system to FCG.

Since 1946, FCG has been providing natural gas service to 100,000+ homes and businesses in South Florida, including many of the County�s other public housing developments. FCG�s basic business is to deliver natural gas, but the company also offers its customers an array of related products, services, and technical expertise. In 2004, FCG became a subsidiary of AGL Resources, an Atlanta-based energy company, and changed its name to Florida City Gas.

Effective August 2011, the Pipeline and Hazardous Materials Safety Administration�s (PHMSA) new Distribution Integrity Management Program (DIMP) rules now require operators, such as natural gas distribution companies, to develop, write and implement a distribution integrity management program that include the following elements, such as: knowledge; identify threats; evaluation and ranking of risks; identify and implement measures to address risks; measure performance, monitor results, and evaluate effectiveness; periodically evaluate and improve program; and report results. If the County continues to be owner of the gas distribution system, it is anticipated that these additional regulatory requirements will be extremely time consuming, the County will continue to bear the cost of maintenance, but most importantly, the County would still be regulated as a gas company. In light of PHCD�s current budgetary constraints, the funds currently budgeted for the maintenance contractor can be reallocated towards physical improvements of County-owned public housing units. Based upon these new regulations, PHCD does not have the financial resources to continue with the current responsibility associated with the maintenance for the gas distribution system.

As a condition of sale and conveyance, FCG has already absorbed the cost of conducting a total inspection of the gas distribution system. This was accomplished through the execution of a Customer Assessment and Due Diligence Agreement between the County and FCG, which was executed on March 17, 2011, and is attached to the accompanying resolution as Exhibit B. Although FCG will purchase the gas pipeline system for the nominal price of $1.00, they have agreed to capitalize the costs to update, repair, replace, and maintain the pipelines, meters, and appurtenant facilities (collectively referred to as �facilities�) to ensure such facilities will be compatible with FCG�s gas pipeline system and convert the facilities from a master metered system to an individually metered system, which will cost FCG approximately $347,750. FCG completed the inspection of all facilities in May 2011 and based on their inspection, FCG has agreed to purchase the gas distribution system.

FCG agrees to incur the operating expense of the portion of the gas system acquired from the County along with incurring the cost associated with compliance with the DIMP. FCG will also invest in improvements to bring the acquired gas distribution system up to FCG standards individual residential meters.


Attachments


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Deputy Mayor