SERVICE AGREEMENT BETWEEN TOWN OF PROVINCETOWN

AND METCALF & EDDY FOR DESIGN, PERMITTING, CONSTRUCTION, AND OPERATION

OF A WASTEWATER TREATMENT PLANT AND SEWAGE COLLECTION SYSTEM

Article-By-Article Analysis

Article	Title	Page Nos.	Description
I	Definitions	1-15	This Article defines all of the key contract terms. It is important to refer to the definition section whenever a defined terms is used in the Service Agreement.
II	Representatives, Warranties, and Covenants	16-20	This Article describes the authority of the Town and Metcalf & Eddy to enter into the Service Agreement and it sets forth certain representations which both parties may rely on in entering into the Agreement.
III	Design and Construction	20-25	This Article makes it clear that Metcalf & Eddy is solely responsible for the design and initial construction of the wastewater treatment facilities for the price submitted as part of its proposal. It also includes the design completion guarantee which provides that biddable, constructable plans must be submitted to the DEP no later than October 15, 2001, in order to maintain the Town’s eligibility for SRF Funding.
IV	O&M Services	25-34	This Article provides a detailed description of the operation and maintenance services which Metcalf & Eddy is responsible for performing over the twenty-year term of the Service Agreement. It also requires Metcalf & Eddy to pay any fines assessed to the Town for violations of the Town’s discharge permit or DEP regulations caused by Metcalf & Eddy. This section also sets forth the requirement that Metcalf & Eddy hand over the wastewater facilities to the Town at the end of the term of the Agreement in good working order.
V	Rights and Obligations of the Town	34-37	This Article describes the responsibilities of the Town, including the adoption of necessary sewer use by-laws to ensure that influent into the wastewater treatment plant is proper. It also provides that the Town will not charge building permit fees to Metcalf & Eddy and the Town will provide police details during construction of the facilities.
VI	Financing Initial Construction and Capital Modifications	37-39	This Article provides a mechanism whereby Metcalf & Eddy must provide a financing plan to assist the Town in financing the construction of initial facilities or capital modifications using funds available to Metcalf & Eddy. It is anticipated that the entire cost of the initial construction will be borrowed by the Town from the State Revolving Fund. This section, however, provides an alternative mechanism to the Town for financing should the need arise.
VII	Capital Modifications	39-47	This Article sets forth the procedures and standards for making capital modifications to the facility during both initial construction and during the life of the Service Agreement. As required by the Special Act relating to this procurement, this section sets forth the requirement that the Town hire an independent wastewater consultant to review capital modifications and requires the Town to issue bids for any capital modification costing in excess of $100,000. The section also provides for Metcalf & Eddy to construct collection system expansion for the price set forth in its original proposal.
VIII	Insurance, Bonds, and Guaranty	47-57	This Article requires Metcalf & Eddy to maintain adequate insurance during the life of this Service Agreement, as well as a performance and payment bond to guarantee construction of the facilities and payment of laborers during construction and during O&M. This section also requires Metcalf & Eddy to provide a letter of credit in the amount of $3 million to guarantee the submission of acceptable design plans to DEP no later than October 15, 2001. The Town can draw on this letter of credit should Metcalf & Eddy fail to meet the design submission requirement.
IX	Initial Construction Price and Annual Service Fee Payments	57-65	This Article sets forth the price to be charged by Metcalf & Eddy for the initial construction of the wastewater treatment plant, the sewer collection system, and the initial building sewer installations, all as set forth in Metcalf & Eddy’s proposal. In addition, this section sets forth the annual service fee to be charged for the operation and maintenance of the facility. The annual service fee will escalate each year in accordance with the inflation adjustment which is equal to the Consumer Price Index.
X	Change Orders	65-68	This Article sets forth the procedures for change orders that may be required to amend the Service Agreement either due to Uncontrollable Circumstances or request for modification by either party.
XI	Default and Termination	68-75	This Article sets forth the basis upon which either party may terminate this Service Agreement. Once construction is completed and O&M services commence, the Town is able to terminate this Agreement for its convenience with no termination penalty.
XII	Term	76	This Article sets forth the term of the Service Agreement which is twenty years. The term may be extended for an additional five years as permitted under Chapter 157 of the Acts of 2000.
XIII	Indemnification	76	Under this Article, Metcalf & Eddy is required to indemnify the Town for any negligent or wrongful acts by Metcalf & Eddy during the term of the Service Agreement. There is no corresponding requirement that the Town indemnify Metcalf & Eddy.
XIV	Miscellaneous	77-83	This Article contains several standard legal provisions which are typical of major contracts. There is also a provision for non-binding mediation and binding arbitration if the parties consent, for the purpose of resolving disputes. This Article also provides that the Town owns all design documents.
List of Exhibits		84	There is a list of exhibits attached to the Service Agreement which set forth the specific detail with respect to the rights and obligations of the parties under this Service Agreement.

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