HomeMy WebLinkAboutC2015-327 - 10/28/2015 - NA ' r
AGREEMENT
for
Geotechnical Services
This AGREEMENT is between the City of Corpus Christi, Texas, a Texas home-rule municipal corporation
("CITY"), acting through its duly authorized City Manager or designee ("City Engineer"), and TOLUNAY-WONG
ENGINEERS INC., a Texas corporation or partnership ("LAB"), acting through its duly authorized representative who is
Curtis A. Rock, Business Development Manager, which agree as follows:
1. DECLARATIONS: City desires to engage Lab to provide services in connection with City's project, described
as follows: North Padre Island Beach Access Roads 3A and 2(Project No. E15111) ("PROJECT").
2. SCOPE OF WORK: Lab shall provide services to the Project in accordance with the accompanying Scope of
Services and Fee Schedule attached as Exhibit"A" and the Terms and Conditions to Agreement attached as Exhibit"B".
3. FEE: The City agrees to pay the Lab for services provided in accordance with Exhibit"A", Scope of Services
and Fee Schedule under this Agreement, a total fee not to exceed $13,285.00. Monthly invoices will be submitted in
accordance with Exhibit"C".
4. CITY'S DISCLOSURE OF HAZARDOUS & TOXIC MATERIALS AND CONDITIONS AT THE PROJECT
SITE: To the best of the City's knowledge, based upon currently available information, the only hazardous or toxic
materials, as defined by the laws and regulations of the Federal government, the state, and city which exist at the
PROJECT SITE are as follows: None.
5. OWNERSHIP OF DOCUMENTS: All documents including contract documents (plans and specifications),
record drawings, contractor's field data and submittal data will be the sole property of the City and may not be used again
by Lab without the express terms written consent of the City Engineer. However, Lab may use standard details that are
not specific to this Project.
CI • S673{%TI J OOLUNAY-WONG ENGINEERS, INC.
Va H. Gray, ' . t, • 2$ S Dat= Don R. Rokohl, P.E. Date
Exe .tive Director of •ublic ork Branch Manager
826 South Padre Island Drive
Corpus Christi, TX 78416
RECOMMENDED (361) 884-5050 Office
Operating Department L ate
AP OVED AS TO LEGAL FORM
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istant City Attorney Date
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2015-327
10/28/15
Tolunay-Wong Engineers Inc. INDEXED
NORTH PADRE ISLAND BEACH ACCESS ROADS 3A AND 2\TESTING AGREEMENT.DOC
Rev.09/30/15
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ATTEST
4.4..e.471/4
ity Secretary Date
Project Number E15111
Accounting Unit 3551-051
Account5le9FO 5509"10 94
Activity E15111013551 EXP
Account Category59920 5097O
Fund Name Street CIP BOND 2014
Yikk 12_69011 Tiu -lett- 2675
K\ENGINEERING DATAEXCHANGE\ANGIEM\STREET\E15111 NORTH PADRE ISLAND BEACH ACCESS ROADS 3A AND 2\TESTING AGREEMENT.DOC Rev.09/30/15
Tolunay-Wong Engineers, Inc.
826 South Padre Island Drive • Corpus Christi,Texas 78416 • Phone:(361)884-5050
September 25, 2015
City of Corpus Christi
Capital Programs
1201 Leopard Street
Corpus Christi,Texas 78401
Attn: Mr. Chris Hale
ChrisH3(a),cctexas.com
Ref: Proposal for Geotechnical Services
Beach Access Roads 2 3, and 3A Improvements
North Padre Island,Texas
TWE Proposal No.: P15-0091
Dear Mr. Hale,
Tolunay-Wong Engineers, Inc. (TWE) is pleased to submit this proposal to provide geotechnical
services for the referenced project. This proposal presents a general description of the project, our
proposed scope of services to be provided and the estimated cost for completion of our services
associated with the project.
Project Overview
The project involves improvements to three beach access roads on North Padre Island, Texas. We
understand that the improvements will include reconstruction of existing Beach Access Roads
(BAR) No. 3 and 3A and new pavement construction for Beach Access Road No. 2. Based on
available information from Google Earth, the lengths of the roads were approximated as 875-ft for
BAR No. 3A, 1500-ft for BAR No. 2, and 2600-ft for BAR No. 3. We understand that the roadways
will be constructed with a two lane configuration. Roadway design will be based on design lifes of
20-yr and 30-yr using traffic information from the City of Corpus Christi. We are not aware of any
underground utilities within the roadway limits.
Scope of Services
We will provide the personnel, equipment and materials necessary to complete the requirements of
our scope of services. Our scope of services can be categorized into three major areas: field
program, laboratory testing program, and engineering analysis/report preparation. The purpose of
our geotechnical services will be to provide the geotechnical information needed to assist the Client in
the design and construction of pavement improvements/rehabilitations.
Field Program
The existing roadway components thicknesses, where applicable, and the subsurface conditions at
each roadway site will be explored by performing a total of 13 soil borings. A summary of the
boring numbers and depths are provided in the table below.
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Engineers. Inc. September 25,2015
c+ TWE Proposal No.P15-0091
Roadway No. of Borings Depth of Borings (ft)
Access Road No. 2 4 2 @ 5 &2 @ 10
Access Road No. 3 6 3 @ 5 & 3 @ 10
Access Road No. 3A 3 10
We anticipate that the soil borings can be accessed using conventional truck-mounted drilling
equipment. The soil boring locations will be identified by TWE and surveyed using a hand-held
global positioning system (GPS) device. This proposal does not include pricing for professional
surveying services to provide precise coordinates and elevations of the soil boring locations. If
necessary, pricing for these services can be provided upon request by the Client.
We anticipate underground utilities could be of concern at the site. Our field personnel will work
with appropriate client personnel to identify and avoid known underground utilities. We will also
notify the Texas 811 One Call System prior to the commencement of our field program for
clearance of subsurface utilities within the site. Our field personnel will have the appropriate safety
training and will be equipped with the required personal protective equipment.
We anticipate that traffic control will be necessary during the field program; however, since the
roadways are not heavily traveled, the traffic control will consist of traffic control cones and
rotating beacon lights on the top of work trucks only. Traffic control devices such as warning signs
and traffic flow control mobile arrows are not planned to be used.
Our geotechnical services will be under the direction of a Professional Engineer experienced in
geotechnical engineering. Our soil borings will be logged by an experienced geotechnician. We
will dry-auger the soil borings until groundwater is observed or until borehole conditions require the
use of wash-rotary drilling methods. When groundwater is encountered, the level will be allowed to
stabilize for about ten (10) minutes to fifteen(15) minutes prior to completing the soil borings.
Geotechnical drilling and sampling will be performed in accordance with ASTM International
standards. Samples will be obtained continuously to the boring completion depths. The existing
pavement components, where applicable, will be carefully measured for thickness and recorded on
the boring logs.
Fine-grained, cohesive soils will be sampled using pushed, thin-walled Shelby tubes with an inside
diameter of 2.87-in. Our geotechnician will conduct field strength measurements using a pocket
penetrometer or hand torvane device on each cohesive soil sample recovered. The samples will be
wrapped in foil, placed in moisture sealed plastic bags and handled to minimize disturbance prior to
transport to our laboratory.
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September 25,2015
Engineers, Ine• TWE Proposal No.P15-0091
Coarse-grained, cohesionless and semi-cohesionless soils will be sampled using standard
penetration test (SPT) methods. Our geotechnician will monitor the driving resistance and record
blow counts while performing the SPTs. The disturbed samples from the SPT sampling will be
placed in moisture sealed plastic bags and delivered to our laboratory.
Upon completion of drilling and sampling, the boreholes will be backfilled with cuttings and
surrounding surface soils as needed. Any remaining cuttings from the drilling operations will be
spread at the ground surface adjacent to the soil boring locations. Existing asphalt or concrete
pavement will be patched with asphalt cold patch material or sacked pre-mixed concrete, whichever
is appropriate.
Laboratory Testing
Selected samples from the soil borings will be used for laboratory testing. Our laboratory testing
program will include properties such as moisture content, Atterberg Limits, and grain size
distribution.
Engineering Analysis/Report Preparation
Engineering analysis will be conducted utilizing the information collected during our field program
and laboratory testing services. We will provide geotechnical design and construction
recommendations for the proposed roadways improvements. We will present the results and findings
of our geotechnical services in a fmal written report. Electronic and hard copies of our final report will
be issued to the Client as requested.
Our final report will include the following:
a. Discussion and conclusions of findings including:
• Summary of field and laboratory tasks;
• Existing project site conditions;
• Subsurface soil and groundwater conditions;
• Boring logs presenting tabulated field and laboratory test results;
b. Geotechnical design recommendations for the proposed roadways improvements
including flexible (asphalt) pavement and rigid (concrete) pavement sections for
20 year and 30 year design life. The pavement sections will include:
• The flexible (asphalt) pavement section will include new pavement
section(s) with complete reconstruction/construction and pavement
section(s) with full depth reclamation by cement treatment and reuse of
existing asphalt and base material, if applicable;
• The rigid(concrete)section will include one reinforced section; and
c. Geotechnical construction recommendations including site and subgrade
preparation, in-place soil stabilization, excavation considerations, fill and
backfill placement, compaction requirements, and overall quality control
monitoring, inspection and testing guidelines.
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Engineers. Inc. TWE Proposal No.P15-0091
Schedule
Upon authorization,our field program can typically commence within five(5)working days depending
on our current schedule, site access, weather contingencies and subsurface utility clearance. We
anticipate the field program will take two (2)days to complete with laboratory testing beginning as soil
samples are returned to the laboratory. We anticipate being able to complete all laboratory testing
within one (1) week. Engineering analysis and preparation of our final report will require two (2)
weeks after all laboratory testing is completed. We anticipate an overall project duration of about four
(4) weeks from notice to proceed to completion of our report. During this time, we will communicate
with the Client and provide preliminary information as needed to avoid delays in the overall project
schedule.
Estimated Cost
The estimated cost associated with our geotechnical services for this project is presented below.
Every reasonable effort will be made to stay within this proposed budget. Should unforeseen
conditions or situations occur that are beyond the control of TWE, we will not exceed this lump
sum amount without prior approval from the Client.
Description I Unit I Quantity Rate I Extension
Field Program
Mobilization/Demobilization of lump
1 1 $500.00 $500.00
Geotechnical Equipment/Personnel sum
2 Standard Drilling/Sampling,0'-50' foot 105 $13.00 $1,365.00
3 Geotechnician day 2 $750.00 $1,500.00
4 Vehicle Charge trip 2 $75.00 $150.00
5 Standby Time (Outside of TWE Control) hour - $350.00 -
Laboratory Testing
6 Moisture Content ea 60 $10.00 $600.00
7 Atterberg Limits ea 10 $65.00 $650.00
8 Percent Finer Than No. 200 Sieve ea 60 $45.00 $2,700.00
Engineering Analysis/Report Preparation
9 Senior Geotechnical Engineer hour 12 $165.00 $1,980.00
10 Project Manager-Geotechnical hour 16 $145.00 $2,320.00
11 Project Professional hour 16 $70.00 $1,120.00
12 Administrative Support hour 8 $50.00 $400.00
Total Cost Estimate $13,285.00
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Engineers. lnc. TWE Proposal No.P15-0091
Closing
We understand that upon acceptance of the proposal, we will enter into a contract with the City for our
services. Receipt of the executed contract will serve as authorization to us to proceed with the services.
If you have any questions regarding this proposal, please contact us at (361) 884-5050. We appreciate
your consideration for this project and we look forward to working with you on this project.
Sincerely,
TOLUNAY-WONG ENGINEERS, INC.
Texas Board of Professional Engineers Firm Registration Number F-000124
_)_ i . l/ !'-< 1, c
Don R. Rokohl, P.E.
Branch Manager
DRR/drr
Attachment: 1)TWE 2015 Standard Fee Schedule—Southeast Region
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TERMS AND CONDITIONS TO TESTING AGREEMENT
ARTICLE 1. SERVICES: Lab will:
1.1 Provide only those services requested by City Engineer that, in the opinion of Lab, lie within the
technical or professional areas of expertise of Lab and which Lab is adequately staffed and
equipped to perform.
1.2 Perform technical services under the supervision of a licensed professional engineer and in
compliance with the basic requirements of the appropriate standards of the American Society for
Testing and Materials, where applicable, and other standards designated in writing by the City
Engineer.
1.3 Promptly submit formal reports (printed and electronic copies) of tests, inspections and services
performed indicating, where applicable, compliance with the Project specifications or other
contract documents. Such reports must be complete and factual, citing the tests performed,
methods employed, values obtained and parts of the structure of the Project area subjected to
any testing.
1.4 Utilize testing equipment which has been calibrated according to applicable standards and, upon
request, submit to the City Engineer or designee documentation of such calibration.
Secure representative samples of those materials that the City's contractor proposes to use
which require testing, together with relevant data concerning such materials including the point of
origin and supplier.
1.5 Consider reports to be confidential and distribute reports only to those persons, organizations or
agencies specifically designated in writing by the City Engineer.
1.6 Retain records relating to services performed for City for a period of two years following
submission of any reports, during which period the records will be made available to the City at all
reasonable times.
1.7 Pay salaries, wages, expenses, social security taxes, federal and state unemployment taxes and
any other similar payroll taxes relating to the services.
ARTICLE 2. CITY RESPONSIBILITIES: City Engineer or designee will:
2.1 Provide Lab with all plans, specifications, addenda, change orders, approved shop drawings and
other information for the proper performance of services by Lab.
2.2 Issue authorization in writing giving Lab free access to the Project site and to all shops or yards
where materials are prepared or stored.
2.3 Designate in writing those persons or firms which will act as the City's representative with respect
to Lab's services to be performed under this Agreement and which must be promptly notified by
Lab when it appears that materials tested or inspected are in non-compliance. Only the City
Engineer or designee has authority to transmit instructions, receive information and data and/or
interpret and define the City's policies and decisions with respect to the Project. Lab
acknowledges that certain City representatives may have different types of authority concerning
the Project.
2.4 Advise Lab sufficiently in advance of any operations so as to allow for assignment of personnel
by Lab for completion of the required services. Such advance notice will be in accordance with
that established by mutual agreement of the parties.
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2.5 Direct the Project contractor, either by the Construction Contract or direct written order, to:
(a) Stop work at the appropriate times for Lab to perform contracted services;
(b) Furnish such labor and all facilities needed by Lab to obtain and handle samples at the
Project and to facilitate the specified inspection and tests;
(c) Provide and maintain for use of Lab adequate space at the Project for safe storage and
proper curing of test specimens that must remain on the Project site prior to, during and up to
60 days after testing.
ARTICLE 3. GENERAL CONDITIONS
3.1 Lab, by the performance of services covered hereunder, does not in any way assume, abridge or
abrogate any of those duties, responsibilities or authorities with regard to the Project that, by
custom or contract, are vested in the Project architects, design engineers or any other design
agencies or authorities.
3.2 Lab is not authorized to supervise, alter, relax, enlarge or release any requirement of the Project
specifications or other contract documents nor to approve or accept any portion of the work. Lab
does not have the right of rejection or the right to stop the work. City Engineer will direct the
Project contractor to stop work at appropriate times for Lab to conduct the sampling, testing or
inspection of operations covered by the Agreement.
ARTICLE 4. FIELD MONITORING AND TESTING
4.1 City and Lab agree that Lab will be on-site to perform inspections for contracted services. The
City and Lab also agree that Lab will not assume responsibility for Project contractor's means,
methods, techniques, sequences or procedures of construction, and it is understood that the final
services provided by Lab will not relieve the Project contractor of its responsibilities for performing
the work in accordance with the Project plans and specifications. For the purposes of this
Agreement, the word "inspection" is used to mean periodic observation of the work and the
conducting of tests by Lab as specified in the Agreement. Continuous monitoring by Lab or its
subcontractors does not mean that Lab is approving placement of materials. Inspection is not and
should not be construed to be a warranty by Lab to the City or any other party.
4.2 Samples collected or tested by Lab remain the property of the City while in the custody of the
Lab. Lab will retain the samples for a period of 60 days following the date of submission of any
report related to the sample. Following the retention period, Lab will dispose of non-hazardous
samples, and return hazardous, acutely toxic or radioactive samples and samples' containers and
residues to City. City agrees to accept such samples and samples' containers.
ARTICLE 5. STANDARD OF CARE AND WARRANTY
Services performed by Lab will be conducted in a manner consistent with that level of care and skill
ordinarily exercised by reputable members of the profession currently practicing under similar conditions
in the same locality. No other warranty either expressed or implied is made or intended by the Agreement
or any reports. Lab will not be responsible for the interpretation or use by others of data developed by
Lab.
ARTICLE 6. INDEMNIFICATION
Lab shall fully indemnify and hold harmless the City of Corpus Christi and its officials,
officers, agents, employees, volunteers, directors and representatives ("Indemnitee")
from and against any and all claims, damages, liabilities or costs, including reasonable
attorney fees and defense costs, to the extent that the damage is caused by or results
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from an act of negligence, intentional tort, intellectual property infringement or failure to
pay a subcontractor or supplier committed by Lab or its agent, lab under contract or
another entity over which Lab exercises control while in the exercise of rights or
performance of the duties under this agreement. This indemnification does not apply to
any liability resulting from the negligent acts or omissions of the City or its employees,
to the extent of such negligence.
If the liability results solely from the negligent acts or omissions of the Lab, the Lab shall
also defend the Indemnitee with counsel satisfactory to the City Attorney. If a claim is
based wholly or partly on the negligence of, fault of or breach of contract by the City, the
Lab shall reimburse the City's reasonable attorney's fees in proportion to the Lab's
liability.
Lab must advise City in writing within 24 hours of any claim or demand against City or
Lab known to Lab related to or arising out of Lab's activities under this Agreement.
ARTICLE 7. SAFETY
City and Lab agree that, in accordance with the generally accepted construction practice, the Project's
general contractor will be solely and completely responsible for working conditions on the Project,
including safety of all persons and property during the performance of the work and for compliance with
all municipal, state and federal laws, rules and regulations, including OSHA. The duty of Lab in providing
services is not, therefore, to include any review of, or responsibility for, the adequacy of the Project's
general contractor's safety measures in, on or near the Project site.
ARTICLE 7. INVOICES AND PAYMENT
7.1 Lab will submit progress invoices to City Engineer monthly and final invoice upon completion of
services. Each invoice is due and payable by City within 30 days of receipt and approval to pay
by the City Engineer.
7.2 All funding obligations of the City under this Agreement are subject to the appropriation of funds
in its annual budget.
ARTICLE 8. INSURANCE REQUIREMENTS
Insurance is required for contracts that exceed $50,000 or if a contract is amended such that the
restated fee exceeds $50,000.
8.1 Lab must not commence work under this agreement until all required insurance has been
obtained and such insurance has been approved by the City. Lab must not allow any
subcontractor to commence work until all similar insurance required of any subcontractor has
been obtained.
8.2 Lab must furnish to the Director of Engineering Services with the signed agreement (or
amendment) 2 copies of Certificates of Insurance (COI) with applicable policy endorsements
showing the following minimum coverage by an insurance company(s) acceptable to the City's
Risk Manager. The City must be listed as an additional insured on the General Liability and
Auto Liability policies, and a waiver of subrogation is required on all applicable policies.
Endorsements must be provided with COI. Project name and or number must be listed in
Description Box of COI.
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TYPE OF INSURANCE MINIMUM INSURANCE COVERAGE
30-written day notice of cancellation, required Bodily Injury and Property Damage
on all certificates or by applicable policy Per occurrence- aggregate
endorsements
Commercial General Liability including: $1,000,000 Per Occurrence
1. Commercial Broad Form $2,000,000 Aggregate
2. Premises—Operations
3. Products/Completed Operations
4. Contractual Liability
5. Independent Contractors
6. Personal Injury-Advertising Injury
AUTO LIABILITY (including) $1,000,000 Combined Single Limit
1. Owned
2. Hired and Non-Owned
3. Rented/Leased
PROFESSIONAL LIABILITY $1,000,000 Per Claim
(Errors and Omissions) $2,000,000 Aggregate
(Defense costs not included in face value of
the policy)
If claims made policy, retro date must be prior
to inception of agreement, have extended
reporting period provisions and identify any
limitations regarding who is insured.
WORKERS' COMPENSATION Statutory
(All States Endorsement if Company is not
domiciled in Texas)
Employer's Liability $500,000/$500,000/$500,000
8.3 In the event of accidents of any kind related to this agreement, Lab must furnish the City with
copies of all reports of any accidents within 10 days of the accident.
8.4 Applicable for paid employees, Lab must obtain workers' compensation coverage through a
licensed insurance company. The coverage must be written on a policy and endorsements
approved by the Texas Department of Insurance. The workers' compensation coverage provided
must be in an amount sufficient to assure that all workers' compensation obligations incurred by
the Lab will be promptly met. An All States Endorsement shall be required if Lab is not domiciled
in the State of Texas.
8.5 Lab shall obtain and maintain in full force and effect for the duration of this Contract, and any
extension hereof, at Lab's sole expense, insurance coverage written on an occurrence basis, by
companies authorized and admitted to do business in the State of Texas and with an A.M. Best's
rating of no less than A-VII. Lab is required to provide City with renewal Certificates.
8.6 Lab shall be required to submit a copy of the replacement certificate of insurance to City at the
address provided below within 10 days of the requested change. Lab shall pay any costs incurred
resulting from said changes. All notices under this Article shall be given to City at the following
address:
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City of Corpus Christi
Attn: Engineering Services
P.O. Box 9277
Corpus Christi, TX 78469-9277
8.7 Lab agrees that with respect to the above required insurance, all insurance policies are to
contain or be endorsed to contain the following required provisions:
(a) List the City and its officers, officials, employees, volunteers, and elected representatives as
additional insured by endorsement, as respects operations, completed operation and
activities of, or on behalf of, the named insured performed under contract with the City, with
the exception of the workers' compensation policy;
(b) Provide for an endorsement that the "other insurance" clause shall not apply to the City of
Corpus Christi where the City is an additional insured shown on the policy;
(c) Workers' compensation and employers' liability policies will provide a waiver of subrogation in
favor of the City; and
(d) Provide thirty (30) calendar days advance written notice directly to City of any suspension,
cancellation, non-renewal or material change in coverage, and not less than ten (10) calendar
days advance written notice for nonpayment of premium.
8.8 Within five (5) calendar days of a suspension, cancellation, or non-renewal of coverage, Lab shall
provide a replacement Certificate of Insurance and applicable endorsements to City. City shall
have the option to suspend Lab's performance should there be a lapse in coverage at any time
during this contract. Failure to provide and to maintain the required insurance shall constitute a
material breach of this contract.
8.9 In addition to any other remedies the City may have upon Lab's failure to provide and maintain
any insurance or policy endorsements to the extent and within the time herein required, the City
shall have the right to order Lab to remove the exhibit hereunder, and/or withhold any payment(s)
if any, which become due to Lab hereunder until Lab demonstrates compliance with the
requirements hereof.
8.10 Nothing herein contained shall be construed as limiting in any way the extent to which Lab may
be held responsible for payments of damages to persons or property resulting from Lab's or its
subcontractor's performance of the work covered under this agreement.
8.11 It is agreed that Lab's insurance shall be deemed primary and non-contributory with respect to
any insurance or self-insurance carried by the City of Corpus Christi for liability arising out of
operations under this agreement.
8.12 It is understood and agreed that the insurance required is in addition to and separate from any
other obligation contained in this agreement.
ARTICLE 9. TERMINATION OF AGREEMENT
The City may, at any time, with or without cause, terminate this Agreement upon seven days written
notice to Lab at the address of record. Lab will be compensated for services performed up to termination.
ARTICLE 10. CONTROLLING LAW
This Agreement is governed by the laws of the State of Texas without regard to its conflicts of laws.
Venue for legal proceedings lie exclusively in Nueces County, Texas.
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ARTICLE 11. CONFLICT OF INTERESTS
11.1 Lab agrees, in compliance with City of Corpus Christi Ordinance No. 17112, to complete, as part
of this Agreement, the Disclosure of Interests form.
11.2 Lab agrees, in compliance with Chapter 176 of the Texas Local Government Code, to complete
and file Form CIQ with the City of Corpus Christi City Secretary's Office. For more information
and to determine if you need to file a Form CIQ, please review the information on the City
Secretary's website at http://www.cctexas.com/govern ment/city-secretary/conflict-
disclosure/index.
ARTICLE 12. CLAIMS
12.1 Claims arising from this Agreement shall be made in writing, sworn to and signed by an
authorized representative. The responsibility to substantiate a claim rests with the party making
the claim.
12.2 All negotiations pursuant to this Article are confidential and shall be treated as compromise and
settlement negotiations for purposes of applicable rules of evidence.
ARTICLE 13. EXTENT OF AGREEMENT
13.1 This Agreement, including Exhibit "A" and these Terms and Conditions, represents the entire
Agreement between City and Lab and supersedes all prior negotiation, representations or
agreements, written or oral. This Agreement may be amended only by a written instrument signed
by duly authorized representatives of City and Lab. If any conflict occurs between these Terms
and Conditions and any other part of this Agreement, these Terms and Conditions are controlling.
13.2 In the event that any one or more of the provisions contained in this Agreement are for any
reason held invalid, illegal or unenforceable in any respect, the remaining terms will be in full
effect and this Agreement will be construed as if the invalid or unenforceable matters were never
included in this Agreement. No waiver of any default will be a waiver of any future default.
13.3 Neither party will assign this Agreement without the express written approval of the other, but Lab
may subcontract laboratory procedures as Lab deems necessary to meet the obligations of this
Agreement.
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