Temporary Agreement Between the City of Dubuque and ITC Midwest, LLC to Operate an Electric Transmission System in the City of Dubuque Copyrighted
October 2, 2023
City of Dubuque Consent Items # 08.
City Council Meeting
ITEM TITLE: TemporaryAgreement Between the City of Dubuque and ITC Midwest,
LLC to Operate an Electric Transmission System in the City of Dubuque
SUM MARY: Senior Council Barry Lindahl recommending City Council adopt the
resolution approving the temporaryAgreement authorizing ITC Midwest,
LLC to operate an electric transmission system in the City of Dubuque
until the franchise agreement takes effect but no later than December 31,
2023.
RESOLUTION Approving an Agreement between the City of Dubuque
and ITC Midwest, LLC to operate an Electric Transmission System in
the City of Dubuque
SUGGESTED Suggested Disposition: Receive and File;Adopt Resolution(s)
DISPOSITION:
ATTACHMENTS:
Description Type
Staff Memo Staff Memo
Resolution Resolutions
Agreement Supporting Documentation
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BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Mayor Brad M. Cavanagh and
Members of the City Council
DATE: September 18, 2023
RE: Temporary Agreement Between the City of Dubuque and ITC Midwest, LLC
to Operate an Electric Transmission System in the City of Dubuque
While the City and ITC Midwest, LLC are negotiating the terms of the franchise
agreement, it is necessary for ITC Midwest to have authority to operate its transmission
system. The City and ITC Midwest have not yet finalized the franchise agreement. It is
expected that the final franchise agreement will be submitted to the City Council for
approval in December 2023.
I recommend that the City Council adopt the attached resolution approving the temporary
Agreement authorizing ITC Midwest, LLC to operate an electric transmission system in
the City of Dubuque until the franchise agreement takes effect but no later than December
31, 2023.
BAL:JLM
Attachments
cc: Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Gus Psihoyos, City Engineer
Steve Brown, Project Manager
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 3OO MAIN STREET DUBUQUE, IA 52001-6944
TE�EPHONE (563)583-4113/FAx (563)583-1040/EM,4�� balesq@cityofdubuque.org
RESOLUTION NO. 326 - 23
APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBUQUE AND ITC
MIDWEST, LLC TO OPERATE AN ELECTRIC TRANSMISSION SYSTEM IN THE CITY
OF DUBUQUE
WHEREAS, the City of Dubuque, Iowa (City) and ITC Midwest, LLC (ITC Midwest)
have tentatively entered into an Agreement for the operation of an electric transmission
system in the City of Dubuque until such time as City and ITC Midwest finalize a franchise
agreement to operate the system; and
WHEREAS, the City Council finds that it is in the best interests of the City of
Dubuque to approve the Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF DUBUQUE, IOWA:
SECTION 1. The attached Agreement is hereby approved.
SECTION 2. The City Manager is authorized and directed to sign the Agreement
on behalf of the City of Dubuque.
Passed, approved, and adopted this 2nd day of October, 2023.
ra M. Cavanag yor
Attest:
Trish Gleason, Assistant City Clerk
AGREEMENT
BY AND BETWEEN
THE CITY OF DUBUQUE, IOWA
AND
ITC MIDWEST LLC,
A WHOLLY OWNED SUBSIDIARY OF ITC HOLDINGS CORP.
This Agreement, dated for reference purposes the _____ day of
________________ , 2023, is made and entered into by and between the City of
Dubuque, Iowa (City) and ITC Midwest LLC, a wholly owned subsidiary of ITC Holdings
Corp. (the Company).
WHEREAS, the Company operates a system for the transmission of electric power
in the City of Dubuque, Iowa along, under and upon the streets, avenues, alleys and
public places in the City of Dubuque, Dubuque County, Iowa (the Transmission System);
and
WHEREAS, City and the Company are negotiating a franchise agreement for the
Transmission System; and
WHEREAS, during the period of such negotiations, and in consideration for the
City’s consent to the Company to operate the Transmission System, City and the
Company agree as follows:
SECTION 1. TERM. This Agreement shall take effect upon execution by both parties and
shall continue in effect until a franchise agreement between the parties takes effect, but
no later than December 31, 2023.
SECTION 2. INDEMNIFICATION.
A. The Company shall indemnify, defend and hold City, its officers and
employees, harmless from and against any and all claims, demands, losses,
damages, cost and expenses (including, but not limited to, court costs, fines,
penalties and reasonable attorneys' fees, but excluding consequential or indirect
damages), judgments, liabilities and causes of action of any nature whatsoever
resulting from or relating to its negligent acts or omissions in the use or occupancy
of the streets, avenues, alleys and public places in the City arising in any manner
out of the negligent acts or omissions of its agents, employees, or contractors in
connection with same, or with respect to the violation of any laws, including without
limitation, any environmental laws. The Company shall indemnify and defend City
for, from and against any and all mechanics' liens and other liens and
encumbrances filed by any person claiming by, through or under the Company and
against all costs, expenses, losses and liabilities (including reasonable attorneys'
fees) incurred by City in connection with any such lien or encumbrance or any
action or proceeding brought thereon.
27th
September
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B. The Company shall maintain commercial general liability insurance
coverage, or its equivalent, throughout the term of this Agreement as described in
the attached Insurance Schedule, as such schedule may from time to time be
amended by City. The Company's failure to meet the insurance requirements shall
not relieve the Company of its responsibilities under this Agreement. Upon proof
of financial responsibility to the reasonable satisfaction of City, the Company may
be allowed to self-insure the coverages required. The Company shall provide City
with certificates of insurance or letter of self-insurance, subject to the approval of
City in its sole discretion, upon request.
C. The requirements of indemnification shall not be a waiver of any right that
City would have to assert defenses o n its own behalf under state or federal law.
The Company's indemnification obligations under this Agreement shall survive the
expiration, cancellation, or termination of this Agreement in accordance with
applicable statutes of limitation in force within the state of Iowa.
SECTION 3. COMPLIANCE WITH CITY ORDINANCES. The Company shall at all times
during the term of this Agreement conform with, submit to, and carry out the provisions of
any and all valid ordinances existing or as hereafter lawfully enacted relating City's
exercise of its police powers.
SECTION 4. MATERIAL BREACH. City may terminate this Agreement if the Company
shall be materially in breach of its provisions. Upon the occurrence of a material breach,
City shall provide the Company with notification by certified mail specifying the alleged
breach. The Company shall have sixty (60) days to cure the breach, unless it notifies City,
and the parties agree upon a longer period for cure. If the breach is not cured within the
cure period, City may terminate this Agreement.
CITY OF DUBUQUE, IOWA ITC MIDWEST LLC, a Michigan limited liability
company
By: ITC Holdings Corp., its sole member
By: ________________________ By: _______________________________
Michael C. Van Milligen Dusky Terry
City Manager Vice President ITC Holdings Corp, and
President, ITC Midwest
Attest:
Trish Gleason, Assistant City Clerk
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INSURANCE SCHEDULE
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