ITC Midwest, LLC Agreement Copyrighted
February 4, 2020
City of Dubuque Consent Items # 11.
ITEM TITLE: ITC Midwest, LLC Agreement
SUMMARY: Senior Counsel recommending adoption of a resolution
approving the Agreement authorizing ITC Midwest, LLC to
operate an electric transmission system in the City of
Dubuque.
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 DISPOSITION: Suggested Disposition: Receiveand File;Adopt
Resolution(s)
ATTACHMENTS:
Description Type
Staff Memo Staff Memo
Resolution Resolutions
ITC MidwestAgreement Supporting Documentation
THE CITY OF
DUB E MEMORANDUM
Masterpiece ori the Missi sippi
BARRY LINDA
SENIOR COUN L
To: May r Roy D. Buol and
Members of the City Council
DATE: January 22, 2020
RE: Agreement Between the City of Dubuque and ITC Midwest, LLC To Operate
An Electric Transmission System in the City of Dubuque
ITC Midwest, LLC (ITC Midwest) is a wholly-owned subsidiary of ITC Holdings Corp.
From the website of ITC Holdings Corp.:
ITC Holdings Corp. invests in the electricity transmission grid to improve
reliability, expand access to markets, lower the costs of delivered energy
and allow new generating resources to interconnect to its transmission
systems. The largest independent electricity transmission company in the
country, ITC operates in Michigan's Lower Peninsula and portions of lowa,
Minnesota, Illinois, Missouri, Kansas, and Oklahoma. ITC also focuses on
new areas where significant transmission system improvements are
needed through ITC Grid Development and its subsidiaries.
ITC Midwest operates more than 6,600 circuit miles of transmission lines (voltage levels:
34.5 kV to 345 kV) in lowa, Minnesota, Illinois and Missouri. Headquartered in Cedar
Rapids, lowa, ITC Midwest maintains operating locations at Dubuque, lowa City and
Perry, lowa; and Albert Lea and Lakefield, Minnesota.
In 2008, ITC Holdings Corp. purchased the electric transmission system in the City of
Dubuque from Alliant Energy's Interstate Power & Light Company (IPL) and created ITC
Midwest. The City of Dubuque consented to the assignment of the IPL franchise for
electric transmission to ITC Midwest. However, when the City renewed the IPL franchise
in 2015, ITC Midwest's electric transmission system part of the franchise expired so it is
now necessary for ITC Midwest to enter into a new franchise agreement with the City.
ITC Midwest's transmission system is the large high voltage towers located through the
city. ITC Midwest transmits electricity from electric generation facilities to its eight
substations in the city. ITC Midwest provides all of the electricity which is transmitted into
OFFICE OF THE CITY ATTORNEY DUBUQUE, IOWA
SUITE 330, HARBOR VIEW PLACE, 300 MAIN STREET�UBUQUE, IA 52001-6944
TELEPHONE (563)583-4113/FAx (563)583-1040/EnnAi� balesq@cityofdubuque.org
the City of Dubuque. IPL, the local distribution company, then distributes the electricity
from the substations to IPL's customers.
The franchise agreement will not be a part of the Cardinal-Hickory Creek Transmission
Line Project, an American Transmission Co., ITC Midwest LLC and Dairyland Power
Cooperative plan for a high-voltage transmission line connecting northeast lowa and
western Wisconsin.
ITC Midwest has 45 full-time employees in the City of Dubuque and in March 2008
purchased from the City 12.951 acres of real estate on Chavenelle Road and constructed
its 30,000 square foot office and warehouse.
While the City and ITC Midwest are negotiating the terms of the franchise agreement, it
is necessary for ITC Midwest to have authority to operate its transmission system. The
attached Agreement authorizes ITC Midwest to operate its system in the City of Dubuque
until December 31, 2020. Once the franchise agreement is finalized, it will be presented
to the City Council for a public hearing and approval.
I recommend that the City Council adopt the attached resolution approving the Agreement
authorizing ITC Midwest, LLC to operate an electric transmission system in the City of
Dubuque.
BAL:tIs
Attachment
cc: Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Gus Psihoyos, City Engineer
Steve Brown, Project Manager
F:\Users\tsteckle\Lindahl\ITC Midwest\MayorCouncil_ITC Midwest Agreement_012120.docx
\
2
RESOLUTION NO. 36-20
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 and the City Manager is
authorized and directed to sign the Agreement on behalf of the City of Dubuque.
Passed, approved and adopted this 4th day of February 2020.
Roy D. BuI, Mayor
ATTEST:
KeyS. Firnsta I, City Clerk
F:\Users\tsteckle\Lindahl\ITC Midwest\Resolution Approving ITC Midwest Agreement_012120.docx
AGREEMENT
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 i S day of
2020, is made and entered into by and between the City of Dubuque, Iowa City) and I C
Midwest LLC, a wholly owned subsidiary of ITC Holdings Corp. (the Company).
Whereas, the Company operates a system for the transmission of electric energy
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 December 31, 2020 unless otherwise agreed in
writing by the parties.
Section 2. Indemnification
(1) 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 the 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 the City in connection with any such lien or encumbrance or any action
or proceeding brought thereon.
080719ba1
(2) 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 the 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 the City, the Company may be allowed to self -insure the
coverages required. The Company shall provide the City with certificates of insurance or
letter of self-insurance, subject to the approval of the City in its sole discretion, upon
request.
(3) The requirements of indemnification shall not be a waiver of any right that the 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
the 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
Michael C. Van Milligen
City Manager
Attest
K •vin S. Firnstahl'City Clerk
By: ITC Holdings rp., its sole member
By 1,..v
Dusky Terry, President TC Midwest and
Vice President ITC Holdings Corp.
2
INSURANCE SCHEDULE
3
City of Dubuque Insurance Requirements for Vendors (Suppliers, Service Providers)
INSURANCE SCHEDULE G
1. ITC' Midwest LLC shall furnish a signed certificate of insurance to the City of Dubuque, Iowa for
the coverage required in Exhibit I prior to the contract commencement. Each certificate shall be
prepared on the most current ACORD form approved by the Iowa Insurance Division or an
equivalent. Each certificate shall include a statement under Description of Operations as to why
the certificate was issued. Eg: Project: ITC Midwest Franchise Agreement.
2. All policies of insurance required hereunder shall be with an insurer authorized to do business, in
Iowa and all insurers shall have a rating of A or better in the current A.M. Best's Rating Guide.
3. Each certificate shall be furnished to the Finance Department of the City of Dubuque.
4. The vendor shall be required to carry the minimum coverage/limits, or greater if required by law or
other legal agreement, in Exhibit I. Failure to provide the required minimum coverage shall not be
deemed a waiver of such requirements by the City of Dubuque.
Failure to obtain or maintain the required insurance shall be considered a material ,breach of this
agreement.
6 All required endorsements shall be attached to certificate.
7. Whenever a specific ISO form is referenced the current edition of the form must be used unless
an equivalent form is approved by the Director of Finance and Budget. The vendor must identify
or list in writing all deviations and exclusions from the ISO form.
8. If vendor's limits of liability are higher than the required minimum limits then the vendors limits
shall be this agreements required limits:
9. Vendor shall require all subcontractors and sub -subcontractors to obtain and maintain during the
performance of work insurance for the coverages described in this Insurance Schedule and shall
obtain certificates of insurance from all such subcontractors and sub -subcontractors. Vendor
agrees that it shall be liable for the failure of a subcontractor and sub -subcontractor to obtain and
maintain such coverage. The City may request a copy of such certificates from the Vendor.
10. Vendor shall be responsible for deductibles and self -insured retention.
Page 1 of 4 Schedule G Vendors May 2019
4
City of Dubuque Insurance Requirements for Vendors (Suppliers, Service Providers)
INSURANCE SCHEDULE G (continued)
EXHIBIT I
A) COMMERCIAL GENERAL LIABILITY
General Aggregate Limit $2,000,000
Products -Completed Operations Aggregate Limit $1,000 000
Personal and Advertising Injury Limit $1,000 000
Each Occurrence $1,000 000
Fire Damage Limit (any one occurrence) $50,000
Medical Payments $5,000
1) Coverage shall be written on an occurrence, not claims made, form. The general
liability coverage shall be written in accord with ISO form CG 00 01 or business
owners form BP 00 02 All deviations from the standard ISO commercial general
liability form CG 00 01, or Business owners form BP 00 02, shall be clearly
identified.
2) Include ISO endorsement form CG 25 04 "Designated Location(s) General
Aggregate Limit."
3) Include endorsement indicating that coverage is primary and noncontributory.
4) Include Preservation of Governmental Immunities Endorsement (Sample
attached).
5) Include additional insured endorsement for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 20 10
(Ongoing operations) or its equivalent,
6) Policy shall include Waiver of Right to Recover from Others endorsement,
7) if vendor utilizes Trikkes or Segways in the conduct of business, include an
endorsement reflecting that these vehicles are not excluded from Commercial
General Liability coverage.
8) Policy shall include Waiver of Right to Recover from Others endorsement.
WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A
Coverage B
Statutory -State of Iowa
Employers Liability
Each Accident $100,000
Each Employee -Disease $100,000
Policy Limit -Disease $500,000
Policy shall include Waiver of Right to Recover from Others endorsement.
Coverage B limits shall be greater if required by the umbrella/excess insurer.
OR
Nonelection of Workers' Compensation or Employers Liability Coverage under Iowa
Code sec: 87.22. Completed form must be attached.
Page 2 of 4 Schedule G Vendors May 2019
5
City of Dubuque Insurance Requirements for Vendors (Suppliers, Service Providers)
INSURANCE SCHEDULE G (continued)
POLLUTION LIABILITY
Coverage required: yes X no
Pollution liability coverage shall be required if the lessee, contracting party, or permittee
has any pollution exposure for abatement of hazardous or contaminated materials
including, but not limited to, petroleum products the removal of lead, asbestos, or PCBs.
Pollution product and completed operations coverage shall also be covered.
Each Occurrence
Policy Aggregate
$2,000, 000
$4, 000, 000
1) Policy to include job site and transportation coverage.
2) Include additional insured for:
The City of Dubuque, including all its elected and appointed officials, all its
employees and volunteers, all its boards, commissions and/or authorities and
their board members, employees and volunteers. Use ISO form CG 20 10.
(Ongoing operations) or its equivalent and CG 20 37(competed operations).
3) Include Preservation of Governmental Immunities Endorsement.
4) Provide evidence of coverage for 5 years after, completion of project.
PROFESSIONAL LIABILITY $1„000,000
Coverage required: _ yes X no
Provide evidence of coverage for 5 years after completion of project.
CYBER LIABILITY $1,000000
Coverage required: _ yes X no
Coverage for First and Third Party liability including but not limited to lost data and
restoration; loss of income and cyber breach of information.
UMBRELLA/EXCESS $5, 000, 000
X yes no
Umbrella liability coverage must be at least following form with the underlying policies
included herein (General Liability Automobile, Workers Compensation).
Page 3 of 4 Schedule G Vendors May 2019
6
COMMERCIAL GENERAL LIABILITY
ECG 01 516 0819
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
IOWA PRESERVATION OF GOVERNMENTAL
IMMUNITIES ENDORSEMENT
This endorsement modifies insurance provided under the following
COMMERCIAL GENERAL LIABILITY COVERAGE PART
SECTION I — COVERAGES is amended by the addition of the following:
COVERAGE — GOVERNMENTAL IMMUNITY
1. Insuring Agreement
a. We will pay those sums that the insured becomes legally obligated to pay as damages for claims not
subject to the defense of governmental immunity under the Code of Iowa Section 670 4 as it now exists
and as it may be amended from time to time, Claims for damages not subject to Code of Iowa Section
670 4 shall be covered by the terms and conditions of this Policy,
b. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and
may do so at any time and shall do so upon our timely written request
c. We shall not deny coverage under this Policy and we shall not deny any of the rights and benefits
accruing to the City of Dubuque, Iowa under this Policy for reasons of governmental immunity unless and
until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity
asserted by the City of Dubuque, Iowa.
d. The above preservation of governmental immunities shall not otherwise change or alter the coverage
available under this Policy
ECG 01 516 08 19
Copyright, Everest Reinsurance Company, 2019
Includes copyrighted material of Insurance Services Office, Inc ,
• used with its permission
Page 1 of 1