Temporary Agreement Between the City of Dubuque and ITC Midwest, LLC to Operate an Electric Transmission System in the City of DubuqueCity of Dubuque
City Council Meeting
Consent Items # 08.
Copyrighted
December 18, 2023
ITEM TITLE: Temporary Agreement Between the City of Dubuque and ITC Midwest,
LLC to Operate an Electric Transmission System in the City of Dubuque
SUMMARY: Senior Counsel recommending City Council adopt the attached
resolution approving the temporary Agreement authorizing I TC Midwest,
LLC to operate an electric transmission system in the City of Dubuque
until the franchise agreement takes effect but no later than March 31,
2024.
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
Memo Staff Memo
Resolution Resolutions
Agreement Supporting Documentation
Dubuque
THE CITY OF
DuITB E
AII•Mericp City
n , k.
iece on the Mississippi
Masterpiece pp
2°07�2012`2013
2017++2019
BARRY A. LINDAHL, ESQ.
SENIOR COUNSEL
MEMO
To: Mayor Brad M. Cavanagh and
Members of the City Council
DATE: December 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 March 2024.
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 March 31, 2024.
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, 300 MAIN STREET DUBUQUE, IA 52001-6944
TELEPHONE (563) 583-4113 / FAx (563) 583-1040 / EMAIL balesq@cityofdubuque.org
Prepared by Barry A. Linda4, Esq. 300 Main St., Ste. 330, Dubuque lA 52001-6944, (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 131h St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO.403-23
APPROVING AN AGREEMENT BETWEEN THE CITY OF DUBUQUE AND ITC
MIDWEST, LLC TO OPERATE AN ELECTRIC TRANSMISSION SYSTEM IN THE CITY
OFDUBUQUE
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 18th day of December, 2023.
P�ffiI �I
-• I.• •
Attest:
Adrienne N. Breitfelder, 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 18th day of
December , 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 March 31, 2024.
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.
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 on 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
By: l�
Michael C. Van Milligen
City Manager
Attest:
�/,
Adrienne N. Breitfelder, City Clerk
ITC MIDWEST LLC, a Michigan limited liability
company
By: ITC Holdings Corp., its sole member
By: -�� 4"
Dusky T rry
Vice President ITC Holdings Corp, and
President, ITC Midwest
2
INSURANCE SCHEDULE
City of Dubuque Insurance RNuirements for VendGrs (Suppliers_ Service Providers
INSURANCE SCHEDULE
1 ITC Midwest LLC shall furnish a signed oartdlcate of instranaa to the Clty of DuGUque. Iowa for
MLN Cciveragp Mqu CO in E�xhibif I prior to the caring Cr7rt nVrrdkrrrer4 EaCh oeetlfigab� Shall t)e
prepafed on the nwut current AOORD farm appr&ad by the Iowa Insrsarree DNtslon or an
equka$ent. Each 4ertiftcate shaW include a stwement under Deseripbon of Operations as to why
the Gerfificate -+ * iaaued vendor Ser%** Agreeme� t dated fTC Midwedt LLC FranGh
P greerrleril
2 At policies of insurance required hereunder shall tie with an Inatseratdh0F¢!-W too- W business in
lowa and all irwijrgr!� !�h�ill have a rating off A 4)r beer in the .ur+ent A M Best' Ratirf9 Guide
3. Each certificate stall he furrinned w the Finance Department of the City of DUI>UgL*.
d The seruire provider shall be required to awry the mirpnnurn caverawirnite, or greate{ if required
by lane or othW I"I agMernefd, in r=khlblt I Fallure to prawide the squired mirmwrn CbVNagL5
strafl not be deemed a waiver of such requrements tsy the Ctty of Dubuque.
5 Faifure to obtarn Pr mawLwn the required ircruranoQ shall be eprnidemd a marteml bma oh of this
agreement
8 All required endorsements shall be oftwhed to certificate.
7 Vavrrewr n spe,01c I80 form rs tefererroed the Current edhlon of the farm must be used unless
an equrvafent Form is app ved txy the Dinar of Finance and 9udget. T-he service provider must
sdergify or list in writing all deviations and ew01U9iorrs From the ISUfarrrm.
.13 If vendor's limits of IioNtty are higher than the required minimum Irma then the vendor's timitg
shall be this agreemerrt'V. rectulFed limits
9. Vendorshell (equire all subcantractars and sub-mi-xarkractorsto obtain anti fnairitain cl ringthe
perfomvnce of •Nark insur$noa far the aawerages described in this I rmurance Schedule ano shall
aLdairi certifiraLeg of irmrrance Rrm all r,ucfi r;wbwrrtraPutgre and Aub-wI;)wntradtpfs Vendor
agrees that It shawl ti-- IlablL5 tar the tenure% of a wbcontrsdnr and sulb-subcontractor to abtam and
mairkain sum ooverage The City may request a copy of such oertrfirmtm from the Vendor
10. Vendor rhall be rii�spdnsible tnr dbd-tibItCkell-irrsuredretenlrbn Fbf payn5ent aF all pblidy
prerniurns and other oosls associated with one rnsurance pahcaes required belcw.
11. All certificates gf ineuranw must imlude agents name, phone number, and en -wit ad*ess
12. The City of Duduque reserves the night tD regtsre odmplete, certified Copres of all remuired
insurance policies, irroludng endwsemenma- reclumad by this Schedule w arry time.
13. The City of Dubuque reserves Fire rigm to matlify these reWiremer*& includng Iirms, base<x on
changes 3rr the risk or other spec+el circurrwan.* duringthe twm of the agreement,,ju*vt to
mufudl agreerm!mt of the pdrtie6.
Page i of 4 Sche=4* G Venws Apfil 2021
4
City of Dubuque Insurance Requirements For Vendors (Suppliers_ Serve ice PfOV Ider5I
INSURANCE SCHEDULE G (continued)
9XHIBITJ
A) COMMERCIAL GENERAL LIABIU' Y
General Aggreguite Limit $2,000.000
FRadur1r-CoarMOe440gyrationsAgM Llrrlit $1,OOr},d00
Personal and Advortmirg Intlry omit $1,0od.Q90
Eaeh acurence V .000,o0o
Firs Damagu L+mil (any Qne QGcurrwrGe) $50.0co
vlo!diCal Paprnords $5.d60
t } Coverage shalt tDe written on an cwurrence, not claims rrwoe, form. The general
iiabiRy coverage show be written in aqwrd with 150 farm OO 04 Q1 Qr W5ineg,5
owmes forrn BIRDO M. All ddvnbons from the standard 160 oarnrn2rcial gene"I
liability f ofrn CG 00 01, or Business owners form SP OO , shall to Ilea€ly
identified
2) 1 nckr ds ISO endorsement rorm C� 25 04' Daslgr o[M Location(s) General
Agg to Limit.'
8) Ird ide endorsem m indicanng that coverage is pRmaj+ and iron-contriwory.
4} 1nckrde Presentation of vemi-neritat Immunities End merfr (Sample
at#a�hed
5) Irr wdeadditionalinsurederKiarsementfor-
The City of Dubuque, inokidirg all itr* elected and appoirrted officials, atl itv
employee& and vtAuRltE2r8, all its bsoarda. wmimissions aro±& aumordses ire
their hoard memUer& emp"es and volurdeers. Use ISO form C'G 20 10
(OrWrig operations) or its equivalent.
6} Pal + shall include WV N4-r of Right tv ReRcnrer From Others endorsement
8) WORKERS' COMPENSATION & EMPLOYERS LIABILMY
Page 2 of 4
statutory BarWits covering all emproyees,nj rid on tha job txy welclant ar dreasly as
prescri.bed by Iowa Code Chapter 85
Coverage A Stadutor�—�Ie of Iowa
GoverageB Employer,Liablity
EaQh AQcidemt SWIX0
F�atJ1 Employee-13iSea6e 53Ct7,dCO
Paticy Limit-Dsease 550d.000
Paliry shall include Waiver QF Righ1 to Recover From s endnrr;enr*,-rrf
Coverage B limits shall to greeter rf required by Irme urrrbtelilaJexcess insur9i.
If, by Iowa Cade Section 85.1 A. the Vendor is rot required to purchase 44orkers'
ComperlawUon Inaurwncw- the Mender shall have a QoW cF the Stwte's Nonelection of
Wi:wkers' CamperzGon Qr Fm rr,' Liability Coverage Forrn Cn file with the Irk
Wedkers' Canmpen alion Insurance Onmrn *mar, as required Dy Ifs Cade Section
67 22 GQmpleted form must 4e attaQhed
Schedu4e G Venws Apf112021
5
City of Dubuque Insurance Requirements for Vendors (Suppliers. -Serve ice Provlder5I
INSURANCE SCHEDULE G (continued)
C} P"ILIJTI0hi LIABILITY
GaVerage required. _ Yea X NO
Pollution fiability coverage shall be re4ulred if the leases, Contracting Party, or pemlaee
has any pollution expwur� for abeternent of hd2arddrz or ceirtarninated matarialrr
Includtn, hult not limtted to, petroleum produels, the removal of leaa. asbesWs, or PC86.
Poilutron product and wrnplete(j operations coverage shall also 1)e covered.
r;arh Onaurrervm $2,0DG,DDG
Policy Aggregate $4,004.DQ0
I } PQ" t4 allude jo4 sake ared trar5pPartsrtk?n wwEX?ge
2) 1 r add Iftia i t lhaulod W
The City of Dubuque, Including all imelectad ana appointed offioials, as its
employees and voluntmm, all: its boards, cornmissions snclfor authorE q and
their Word mE�mWe . emp es and vQtvrrbePrr. Use tSQ fQrm GG 20 10.
pngwg operations} or ds a µ,rvalont and CG 2❑ 37(campeted rparatonq
3) 1 newde Preservation of Governmernar Immurttties Pndarse menf
4} Prov6e eviderrce of ,avwage for 5 years after complebon of project
D} PROFESSIONAL UABILITY $1,00a,000
Coverage requirm. _ Yes X No
If tihe required polroy provides clairr&rnade coverage
1) The Retroactive two must tx§ shown and musst bQ before tKv dam of the
agreennent
2) Insurance must be mairfiained and evidence of inwrance must be prowided for at
Ieael five (5) years, after cx 0wbon of the worts 4r serviuess
3) IT COV&M" Is. cars QM or nori-rer*wed and not iepdacad wArL annthev claiM-
rrrade policy form wild a Retroactive Date prior to the date of tha agreement, the
contractor must pmv de 'extended reporting' Coverage for a minimum oFfNe(-5)
"aM EROF �nrnpdetign OF tfrw work or serwicer,
I:} CYBEft LLAMI ITYMREACF4 S1.0D2.000
Coverageregrured' _Yes XN0
Coiwerage fir First and Tthird Party liability ingludirg but rant Ilmilrad to lost data and
restxaltw, lines of InCorna -arid Cyber tareacn df irforrn3tian
F} UMSRELLA]EXCESS $5,00091M
Page 3 od 4
Caveragte mp"red- X Yes — No
The General Lialaility, Au;tomx ile t_iebiF4 and Workers Compensation Insurance
r2gdremer# may be satiaFl�d with a E pWtinalwrl of primary end Umbrella dr Excess
Liability Inauranae. Ir 9* Umbrella or Excess Insutance palicy does not foaow the farm oT
the primary policies, it small include the same endarseraern as required of the primary
policies indudng Waiver of 5utxQgation anti Primary end Nan-oardntutory in fawgr of the
CKY
Schem4e O Venws April 2D2-1
0
COMN15RCIAL GENERAL LIABILITY
ECG 01 516 08 19
THIS FNnORSFMFNT C.MAN[;FS THE PON MY. PI FARF RFAn IT rARFRA t Y
IOWA PRESERVATION ERVATION F GOVERNMENTAL
IMMUNITIES ENDORSEMENT
Th-s enoorsemem rnodfies insurance provided under Itie thHowing-
G0M1Q1EfXC1A1- GENERAL LIA131LITY COVrERAGE PART
SI=CTNONE I — COVERAGES is emended by Lha addihon of the fallowing:
C:DVERAGE—i3OVERNMENTA� IMMUNITY
Insuring Agreement
a_ We will pay those sums that the insured hacomes IegaHy ❑bhigated to pay as damages for clalrns not
subjocl la the dorense of govammarrtal immunity undu the Code of Iowa Section 670.4 as it;low eydsis
AM ac it nray np arnurnriurl form hmn m fimu f'_IAmr: fnr riamapv.R nm rurtyjnrt in Cnris� of Irwroa ';arNnn
6n_4 shall be emera•d by t#m terms and condd-Dns of this Policy.
b. She City of Nbuque, laws shall be respansble for asserting any defense 0I governmental Immunity, and
may dp s❑ al any tuna and O fall & su upon our U rkely wr iftin r equebt
c. We shag Rol deny coverage under this Policy and we sR,ail not deny any of the rights and beryls
acoruinp Go the City of Dubuque. Iowa under this Policy foe reasons of govemmentat immurrity unless srLd
until a c-,aura of oampaienl jurisdiclrnn nos nj" In favor loI the &Lferme(s) of gryveynm(jnl-oI Immun"
asserted by the City at Dubuque, Iowa,
d. The above prasemallon 13f governmental Frrrmunllies shall not otherwese change or alter the oaverage
available under this Policy_
EGO 01 510 DO 1V L. ppYrlgiit, E�vrdrinr Relnkuranntr GUmgra"Yr 2d t9 Pag@ Y of Y
Includes copyriq tied matenal of Insurynoe Services Otfine, Inc
-.Ised with its permission.
ra.Smom W
7