Agreement Between the City of Dubuque and ITC Midwest, LLC to Operate and Electric Transmission SystemCity of Dubuque
City Council Meeting
Consent Items # 12.
Copyrighted
December 20, 2021
ITEM TITLE: 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 adoption of a resolution approving the
Agreement authorizing ITC Midwest, LLC to operate an electric
transmission system in the City of Dubuque until the franchise agreement
takes effect but not later than March 1, 2022.
SUGGESTED
DISPOSITION:
ATTACHMENTS:
Description
Memo
Resolution
Agreement
Supporting Documentation
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: Receive and File; Adopt Resolution(s)
Type
City Manager Memo
Resolutions
Supporting Documentation
Supporting Documentation
THE CITY OF
DUB E
Masterpiece on the Mississippi
BARRY LINDAHL
SENIOR COUNSEL
MEMORANDUM
To: Mayor Roy D. Buol and
Members of the City Council
DATE: December 14, 2021
RE: Agreement Between the City of Dubuque and ITC Midwest, LLC to Operate
an Electric Transmission System in the City of Dubuque
ITC Midwest operates more than 6,600 circuit miles of transmission lines (voltage levels:
34.5 kV to 345 kV) in Iowa, Minnesota, Illinois and Missouri. Headquartered in Cedar
Rapids, Iowa, ITC Midwest maintains operating locations at Dubuque, Iowa City and
Perry, Iowa; and Albert Lea and Lakefield, Minnesota. ITC Midwest is a whole -owned
subsidiary of ITC Holdings Corp., the largest independent electricity transmission
company in the country, which owns and operates electric transmission systems in seven
states.
ITC Midwest invests in the electric transmission system to improve the electric reliability,
interconnect generation sources to the grid, and provide the electric transmission capacity
the region needs to support its manufacturing, retail and other economic activity. Over the
past decade, ITC Midwest has had a significant impact on the Dubuque County, investing
nearly $265 million on new transmission lines and the construction of substations.
In March 2008, ITC Midwest purchased nearly 13 acres of real estate on Chavenelle
Road where the company constructed its 40,000 square foot office and warehouse. ITC
Midwest has 12 full-time employees and 60 dedicated ULC contractors who work in or
out of the Dubuque office and warehouse. These employees and contractors are
responsible for maintaining the transmission system in 13 eastern Iowa and northwestern
Illinois counties. ITC Midwest owns and operates 222 miles of transmission line in
Dubuque County, and pays approximately $500,000 in property taxes each year. In
addition, the company has contributed more than $130,000 to various Dubuque area non-
profit organizations to support the quality of life in the community.
In 2007, 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
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
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 includes 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 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 high -voltage transmission line under construction connecting northeast Iowa
and western Wisconsin.
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
City and ITC Midwest entered into an Agreement which authorized ITC Midwest to
operate its system in the City of Dubuque until December 31, 2021, with the intent that
the City and ITC Midwest would have finalized the franchise by then. However, the City
and ITC Midwest have not yet finalized the franchise agreement.
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 until the franchise agreement takes effect but not later than March 1, 2022.
BAL:jmm
Attachment
CC' Michael C. Van Milligen, City Manager
Crenna Brumwell, City Attorney
Gus Psihoyos, City Engineer
Steve Brown, Project Manager
2
Prepared by Barr,/ A. Linda], Esq. 300 Main St. Ste. 330 Dubuque IA 52001-6944 (563) 583-4113
Return to Adrienne N. Breitfelder, City Clerk, 50 W. 1311 St., Dubuque, IA 52001, (563) 589-4100
RESOLUTION NO. 430-21
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 20th day of December, 2021.
s i ' _&/
Roy D. Buol, ayor
ATTEST:
Adrienne N. Breitfelder, City Clerk
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 21 st day of
December , 2021, 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
not later than March 1, 2022.
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 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.
12062021bal
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 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.
C. 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
By:0_�� k4 zmq�
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 terry
Vice President ITC Holdings Corp, and
President, ITC Midwest
2
INSURANCE SCHEDULE
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. Vendor Service Agreement dated ITC Midwest LLC 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 service provider shall be required to carry the minimum coverage/limits, or greater if required
by law or other legal agreement, in Exhibit 1. Failure to provide the required minimum coverage
shall not be deemed a waiver of such requirements by the City of Dubuque.
5. 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 service provider 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 vendor's limits
shall be this agreement's 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/self-insured retention for payment of all policy
premiums and other costs associated with the insurance policies required below.
11. All certificates of insurance must include agents name, phone number, and email address.
12. The City of Dubuque reserves the right to require complete, certified copies of all required
insurance policies, including endorsements, required by this Schedule at any time.
13. The City of Dubuque reserves the right to modify these requirements, including limits, based on
changes in the risk or other special circumstances during the term of the agreement, subject to
mutual agreement of the parties.
Page 1 of 4 Schedule G Vendors April 2021
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 non-contributory.
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.
B) WORKERS' COMPENSATION & EMPLOYERS LIABILITY
Page 2 of 4
Statutory Benefits covering all employees injured on the job by accident or disease as
prescribed by Iowa Code Chapter 85.
Coverage A Statutory —State of Iowa
Coverage B 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
If, by Iowa Code Section 85.1 A, the Vendor is not required to purchase Workers'
Compensation Insurance, the Vendor shall have a copy of the State's Nonelection of
Workers' Compensation or Employers' Liability Coverage form on file with the Iowa
Workers' Compensation Insurance Commissioner, as required by Iowa Code Section
87.22. Completed form must be attached.
Schedule G Vendors April 2021
5
City of Dubuque Insurance Requirements for Vendors (Suppliers, Service Providers)
INSURANCE SCHEDULE G (continued)
C) 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 $2,000,000
Policy Aggregate $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.
D) PROFESSIONAL LIABILITY $1,000,000
Coverage required: _Yes X No
If the required policy provides claims -made coverage:
1) The Retroactive Date must be shown and must be before the date of the
agreement.
2) Insurance must be maintained and evidence of insurance must be provided for at
least five (5) years after completion of the work or services.
3) If coverage is canceled or non -renewed and not replaced with another claims -
made policy form with a Retroactive Date prior to the date of the agreement, the
contractor must provide "extended reporting" coverage for a minimum of five (5)
years after completion of the work or services.
E) CYBER LIABILITY/BREACH $1,000,000
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.
F) UMBRELLAIEXCESS $5,000,000
Page 3 of 4
Coverage required: X Yes _No
The General Liability, Automobile Liability and Workers Compensation Insurance
requirements may be satisfied with a combination of primary and Umbrella or Excess
Liability Insurance. If the Umbrella or Excess Insurance policy does not follow the form of
the primary policies, it shall include the same endorsements as required of the primary
policies including Waiver of Subrogation and Primary and Non-contributory in favor of the
City.
Schedule G Vendors April 2021
0
City of Dubuque Insurance Requirements for Vendors (Suppliers, Service Providers)
Please be aware that naming the City of Dubuque as an additional insured as is required by this
Insurance Schedule may result in the waiver of the City's governmental immunities provided in Iowa Code
sec. 670.4. If you would like to preserve those immunities, please use this endorsement or an equivalent
form.
PRESERVATION OF GOVERNMENTAL IMMUNITIES ENDORSEMENT
1. Nonwaiver of Governmental Immunity. The insurer expressly agrees and states that the purchase
of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any
of the defenses of governmental immunity available to the City of Dubuque, Iowa under Code of Iowa
Section 670.4 as it is now exists and as it may be amended from time to time.
2. Claims Coverage. The insurer further agrees that this policy of insurance shall cover only those
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. Those claims not subject to Code of Iowa
Section 670.4 shall be covered by the terms and conditions of this insurance policy.
3. Assertion of Government Immunity. 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 the timely written
request of the insurer.
4. Non -Denial of Coverage. The insurer shall not deny coverage under this policy and the insurer
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.
No Other Change in Policy. The above preservation of governmental immunities shall not otherwise
change or alter the coverage available under the policy.
SPECIMEN
(DEPARTMENT MANAGER: FILL IN ALL BLANKS AND CHECK BOXES)
Page 4 of 4 Schedule G Vendors April 2021
7
1 Tom'
` A FORTIS COMPANY
Building a Stronger System for Reliability and Growth
ITC Midwest invests in the electric transmission system to improve the electric reliability,
interconnect generation sources to the grid, and provide the electric transmission capacity
the region needs to support its manufacturing, retail and other economic activity. ITC
Midwest owns and operates 222 miles of transmission line in Dubuque County, and pays
nearly $500,000 in property taxes each year.
ITC Midwest in Dubuque County:
In 2007, ITC Midwest constructed its 40,000-square-foot office and warehouse on
Chavenelle Road in Dubuque to support operations in 13 eastern Iowa and northwest
Illinois counties. This facility is home base for 12 full-time positions for ITC Midwest and
60 ULC field service employees.
ITC Midwest Economic Impact in Dubuque:
Over the past decade, ITC Midwest has had a significant impact on the Dubuque
County, investing nearly $265 million on new transmission lines and the
construction of substations. In addition, the Dubuque area economy has benefitted
from the following expenditures and investments:
Dubuque building construction:
Landowner payments for easements:
Dubuque County property taxes:
Material suppliers:
Other payments to City of Dubuque:
Non-profit support:
Other Dubuque County payments:
[Grand tota
$7.3 million
$3.9 million
$2.9 million
$2.1 million
$766,000
$107,000
$46,000
123 Fifth Street SE OPERATING LOCATIONS: Albert Lea, 877.ITC.ITC9 (877.482.4829)
Cedar Rapids, Iowa 52401 Dubuque, Iowa City, Lakefield, Perry www.itctransco.com
A FOWIS COMPANY
ITC Midwest Dubuque Area Support
ITC Midwest is committed to supporting the Dubuque community. Over the past
decade, ITC has provided more than $130,000 to various Dubuque area
organizations. In addition, ITC employees routinely volunteer in the Dubuque
community.
Some of the non -profits and community service agencies that have been supported by
ITC Midwest include:
• American Legion Post 6
• Community Foundation of Greater Dubuque
• Dubuque Arboretum Association
• Dubuque Area Chamber of Commerce
• Dubuque Boys Independent League
• Dubuque Community School District
• Dubuque Dream Center
• Dubuque Fighting Saints
• Dubuque Humane Society
• Dubuque and Jackson County Habitat for
Humanity
• Dubuque Museum of Art
• Dubuque Rotary Club Foundation
• Dubuqueland Pheasants Forever
• Four Mounds Foundation
• Friends of Dubuque County Conservation
• Friends of the Mines of Spain
• Greater Dubuque Development Corporation
• Hillcrest Family Services
• Junior Achievement of the Heartland
• Key West Little League
• March of Dimes Foundation
• Miracle League of Dubuque
• Optimist Club of Dubuque
• Read To Me Foundation
• Resources Unite
• Storybook Hill Children's Zoo
• Toys for Tots
Overall Economic Impact:
Research indicates the total economic impact of ITC Midwest in the
Dubuque County area over the past decade is approximately $30 million.
ni i �. 123 Fifth Street SE OPERATING LOCATIONS: Albert Lea, 877.ITC.ITC9 (877.482.4829)
Cedar Rapids, Iowa 52401 Dubuque, Iowa City, Lakefield, Perry www.itctransco.com
A FOWIS COMPANY