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HomeMy WebLinkAboutItem 12 - Gaylord TrailITEM # 4 �-'- MEMO TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: ROGER NELSON, CITY MANAGER 9W MEETING DATE: AUGUST 15, 2000 SUBJECT: GAYLORD TRAIL GEOTECHNICAL MATERIAL TESTING CONTRACT RECOMMENDATION: City Council consider approving a contract with Terra -Marr consultant engineers in the amount of $98,501 for the geo-technical material testing services anticipated for the Gaylord Trail construction project, authorize staff to execute said contract, and take any necessary action. FUNDING SOURCE: Funds are currently available in Account # 173-72115-0001 "Notice of intention to issue City of Grapevine, Texas Combination Tax and Tax Increment Reinvestment Zone Revenue Certificates of Obligation, Series 2000" BACKGROUND: The first project under the Opryland TIF is the construction of Gaylord Trail which was awarded by City Council on July 18, 2000 in the amount of $ 6,266,136.25. The contract is scheduled to begin in mid-August; however material testing will begin prior to the construction process to determine soil types, density requirements and later, to address in-place densities and concrete strengths. The scope of the testing contract is similar to the Pool Road project which had a similar size construction cost and a similar size testing budget. The proposed cost for the material testing is approximately 1.6% of the construction cost for the project. In comparison, the Pool Road project finished with a materials testing cost of $ 111,309 and a construction cost of $ 6,491,236 which yielded a testing cost of 1.7 % of construction cost. Staff recommends approval JSL/dsm 0:\agenda\8/15/00\Gaylord_geotech_material_testing.agm August 8, 2000 (4:39PM) [10tRAsMM Consulting Engineers • Geotechnical • Environmental • Construction Materials Testing DALLAS • FORT WORTH • HOUSTON • AUSTIN • LONGVIEW May 18, 2000 City of Grapevine, Texas C/O Mr. Burt Weathersbee, P. E, Carter and Burgess, Inc. 7950 Elmbrook Drive, Suite 250 Dallas, Texas 75247 Terra -Mar Proposal No.P001071DC Phone: 214.638.0145 Fax: 214.638-0447 Re: Proposal for Construction Material Testing and Inspection for TIF Improvements for Opryland Texas Phase One, Gaylord Trail Grapevine, Texas Dear Mr. Weathersbee: As requested, we are pleased to provide a proposal for the construction materials testing for the above referenced project. We have based our estimate and scope of services on the information provided from the construction plan drawings, dated January 2000. Presented herein for your review are a project background and assumptions, scope of services, and cost estimate. Background In addition to specific information provided on the project plans, Terra -Mar has made estimates regarding the duration of the construction period in order to prepare a cost estimate. Terra -Mar is very interested in providing the construction materials testing services; therefore, we request that you carefully review the on- site duration and frequency of testing to compare with your estimated construction schedule. As you know, our cost is directly dependent upon the time duration and methodology utilized by the construction contractor, accordingly, actual cost may vary from the estimated cost. Assumptions The specific guidelines and assumptions utilized in preparing this estimate include: 1. The project consists of approximately 18,290 square yards of street paving, utility line construction, MSE retaining walls, and a single bridge structure. 2. The soil across the site is of such consistency that we estimate twelve Standard Proctor compaction tests will be required to provide the basis for the in-place nuclear density tests. 3. Density measurements are to be made in the paving areas at the rate of one test every 5000 square feet per lift and one test per 100LF of trench or wall backfill. 4. Concrete compressive strength test cylinders will be molded at a rate of one set of four cylinders for each 150 cubic yards of concrete paving placed, and one set of three cylinders per 50 cubic yards for all other concrete, estimated on approximately 18,290 total square yards of concrete placement. w 11050 Ables Lane, Dallas, Texas 75229, Phone: (972) 488-8800, Fax: (972) 488-8080 AGCR[ Mr. Burt Weathersbee, P. E. May 18, 2000 Page 2 During the geotechnical investigation by Terra -Mar, two soil borings were made for design of the bridge foundations, one on the West shoreline and one on the East shoreline. Borings were not made in the water since these borings would have required use of marine equipment and the associated cost. The absence of borings in the water will require more rigorous inspection of the drilled piers to verify that bearing strata are continuous with respect to soil type and consistency as that of the shoreline borings utilized for design. Accordingly, it will be necessary for a geotechnical engineer to provide oversight of this work on a periodic basis with actual inspection by a senior engineering technician, experienced in drilled foundation inspection. We anticipate approximately half of the estimated time of drilling will required a geotechnical engineer and a full-time senior engineering technician for the estimated 10 days of drilling. Concrete compressive strength test cylinders will be molded at a rate of one set of three cylinders for each 50 cubic yards placed. 6. A project manager will be assigned for this construction materials testing project. The project manager will be responsible for coordinating special testing requirements with the field technicians, reviewing field test reports, and reviewing final type reports. The project manager will identify any issues that need to be brought to the attention of the City, the engineer, and/or the owner. Scope of Services Terra -Mar proposes to provide construction materials testing services for the Opryland Texas, Phase One Gaylord Trail as required by the Construction Drawings and Specifications. The services include: 1) An Asphalt Technician for sampling and performing asphalt compaction tests; 2) Field density testing in paving area and utilities; 3) Concrete technician during concrete placement for molding compressive strength cylinders, performing slump, air content and concrete temperature testing; 4) Re -bar inspection and structural steel field inspection; 5) Full-time pier inspection and testing, and 6) Project management. We will assign a project manager to review test reports, coordinate the field-testing, and track the progress of the daily activities on the project. The specific tasks which Terra -Mar proposes to provide are described in detail below: Task A: Asphalt Overlay Terra -Mar will collect asphalt and perform laboratory -molded density for the site asphalt. Subsequently, an asphalt technician will utilize a Troxler nuclear density gauge to perform in-place density tests in those construction areas in accordance with the construction drawings. For the purpose of this proposal we estimate approximately four (4) in-place density tests will be performed. Task B: Concrete Testing & Inspection A Terra -Mar concrete technician will be present during concrete placement to obtain concrete samples for compressive strength tests at the required rate per the project specifications. At the time of concrete sampling, the technician will perform a concrete slump, air content, and temperature test for each set of cylinders molded. For the purpose of this proposal Terra -Mar estimates the requirement to mold approximately two hundred (200) sets of test cylinders from which six hundred three (603) compressive strength tests will be performed. Mr. Burt Weathersbee, P. E. May 18, 2000 Page 3 Task C: Paving Subgrade & Utilities Terra -Mar will collect soils and perform Proctor compaction tests for the specific soils to be used as regular fill throughout the project. A technician will utilize a Troxler nuclear density gauge to perform in-place density tests in accordance with the construction drawings. For the purpose of this proposal Terra -Mar estimates the requirement to perform approximately six hundred fifty (650) in- place density tests. Task D: Reinforcing Steel and Miscellaneous Structural Steel Inspection A Terra -Mar concrete technician will be present prior to concrete placement to inspect reinforcing steel. Terra -Mar will provide a report indicating any discrepancies noted prior to concrete placement and will re -inspect the area as necessary. Terra -Mar will provide an AWS Certified Welding Inspector (CWI) to complete the field inspection of any structural steel in accordance with the specifications. Task E: Pier Inspection Terra -Mar will provide full-time inspection during pier drilling. Terra -Mar will provide complete pier logs in accordance with the specifications. The technician will be present during concrete placement to obtain concrete samples for compressive strength tests at the required rate per the project specifications. At the time of concrete sampling, the technicians will perform a concrete i' slump, air content, and temperature test for each set of cylinders molded. For the purpose of this proposal Terra -Mar estimates the requirement to mold approximately ten (10) set of test cylinders from which thirty (30) compressive strength tests will be performed. Task F: MSE `Fall Placement, Subgrade Inspection, and Backfill Inspection A Terra -Mar technician or staff engineer will be present during wall and backfill placement to inspect subgrade conditions, and backfill compaction. Terra -Mar will provide a report indicating any discrepancies noted prior to backfill placement and will re -inspect the area as necessary. Cost Estimate Presented on Table I (attached) is our detailed estimate of the cost to perform the construction materials testing required for this project. We believe our estimated total cost amount to be realistic for this project. Although this estimate may be increased or decreased depending on the contractor's actual progress, work will not be performed which would exceed the estimated amount without prior approval of the entity contracting these services. In any case you will be invoiced on a unit price basis for only those services rendered. Mr. Burt Weathersbee, P. E. May 18, 2000 Page 4 Schedule Generally, Terra -Mar is prepared to begin work immediately upon notification to proceed from the Owners' project representative. We are prepared to respond to the needs of the client in order to allow construction to proceed in an efficient and timely manner. Acceptance Terra -Mar appreciates the opportunity to provide this proposal and looks forward to providing professional services to the City of Grapevine, Texas, Carter and Burgess, and Opryland Texas. A Terra -Mar Proposal Acceptance Agreement form is attached. You may authorize the proposed work by signing and returning one copy of the Proposal Acceptance Agreement. We look forward to working with you on this project. Please feel free to contact the undersigned at (972) 488-8800 should you have any questions. Sincerely, President Attachments: Summary of Quantities Budget Estimate Proposal Acceptance Form Ta C wring Mgr. Summary of Quantities Proposal P00-1071DC TIF Imp. For Opryland Texas PH 1 -Gaylord Trail Paving & Utilities 30" Drilled Shafts 550LF Item: Description: Quanti 7. Embankment 1804yds 1-8 6,800 CY 8. Borrow 350 CY 5,500 CY 9. 8" PCC Pavement 5000 PSI 14,700 SY 10. 10" PCC Pavement 5000 PSI 1,700 SY 11. 4" HMAC Pave. Type "6" 1,890 SY 14. 8" Lime S.G. 8% 17,010 SF (1,890 SY) 15. 7" Lime S.G. 8% 14,7600 SF (16,400SY) 19. 4" Cone. Median 3000 PSI 60 SY 22. 4" Cone. SW 3000 PSI 12,115 SF 23. 4" Cone. Hike & Bike Path 3000 PSI 20,700 SF 24. 5" Cone. Golf Cart Path 3000 PSI 8,130 SF 28. MSE Retaining Wall 27,258 SF 45. 4" D 1 Pipe 10 LF 46. 8" PVC Water Pipe 180 LF 47 12" PVC Water Pipe 549 LF 48. 16" PVC Water Pipe 2,516 LF 49. 16" D1 Water Pipe 227 LF y 50. 16" D1 Water Pipe Air Borne 514 LF 62. RIP -RAP Grouted 40 CY 63. 10' x 10' Box Culvert 97 LF 64. 18" RCP 889 LF 65. 21" RCP 296 LF 66. 24" RCP 711 LF 67. 27" RCP 120 LF 68. 33" RCP 44LF 69. 36" RCP 152 LF 70, 51" RCP 39 LF 71.-74. Inlets 16EA Bridge 77. 30" Drilled Shafts 550LF 78. 42" Drilled Shafts 680 LF 79. Class C Cone. Abutments 420.6 CY 80. Class C Cone, Abutments 658.6 CY 81. Re-Conc. Slab Deck 41,490 SF 82. Pre -Cast Conc. Beams (TY U54) 2,916 LF 83, Pre -Cast Conc. Beams (TY IV) 972.3 LF 88_ Struc. Approach Slab 117 CY Budget Estimate for Construction Materials Testing and Inspection TIF Imp. For Opryland Texas PHA Gaylord Trail TMI Proposal No. P00.1071 DC '¢l arts esin e tip . ...:... _ Moisture/Density Relationship of Soils (ASTM D-698) $125.00 each 12 $1,500.00 Atterberg Limits $45.00 each 12 $540.00 No. 200 Sieve Analysis $35.00 each 12 $420.00 Lime Subgrade Gradation Tests* (Min. 4 per trip) $20.00 each 64 $1,280.00 Lime Subgrade Depth Tests* (Min. 4 per trip) $20.00 each 64 $1,280.00 In -Place Nuclear Density Test* (Min. 4 tests per trip) $20.00 each 650 $13,000.00 Sample and Perform Soil Testing $35.00 hour 220 $7,700.00 (Portal to Portal from Dallas Office) TruckfVehicle $25.00 trip 40 $1,000.00 *Does not include technician time $26,720.00 Subtotal: Concrete Mix Design Review 1 $75.00 1 each 4 1 $300.00 Rebar Placement Inspection $35.00 hour 120 $4,200.00 Technician Time to Sample and Perform $35.00 hour 280 $9,800.00 Testing of Concrete (Portal to Portal) Concrete Test Cylinders for Pavements $15.00 each 160 $2,400.00 (4 cylinders per set/ 150CY/ Min. 2 sets per day) Concrete Test Cylinders for Structures and Sidewalks $15.00 each 390 $5,850.00 (3 cylinders per set/ 50CY) TruckNehicle $25.00 trip 20 $500,00 Subtotal: 7$23,050.00 Engineering Tech. ( Tex Dot Level 1A) $42.00 Visual Inspection by Engineering Technician $39.00 hour 160 $6,240.00 (Minimum 4 hrs. per trip) Geotechnical Engineer $90.00 hour 60 $5,400.00 Principal Engineer $130.00 hour 8 $1,040.00 TruckNehicle $25.00 trip 32 $800.00 each 4 $80.00 Subtotal: $13,480.00 Engineering Tech. ( Tex Dot Level 1A) $42.00 each 18 $756.00 Extraction / Gradation $125.00 each 4 $500.00 Rice Gravity $80.00 each 4 $320.00 Hveem Stability $75.00 hour 4 $300.00 Lab Density $20.00 each 4 $80.00 Truck/Vehicle $25.00 trip 4 $100.00 (2 cylinders per day) Subtotal: J $2,056.00 Visual Inspection by Engineering Technician $39.00 hour 150 $5,850.00 (Minimum 4 hrs. per trip) Trip Charge to Corpus Christi, Texas $175.00 each 3 $525.00 Travel Time to and from Corpus Christi, Texas $39.00 hour 30 $1,170.00 Per Diem $90.00 day 15 $1,350.00 Concrete Cylinder Testing $15.00 each 30 $450.00 (2 cylinders per day) Shipping of cylinders to Dallas Laboratory $10.00 each 30 $300.00 TruckNehicle $50.00 trip 15 $750.00 Subtotal: $10,395.00 .....:.. 'i�....,'.. ,... � ,.:... ... .... .: .... ..<?. . .xs ..,.. ..., _:... .�.,. ,.. .. .:.. .,, ,...: . .:. . .. ....". -. Visual Inspection by Engineering Technician $35.00 hour 80 $2,800.00 (Minimum 4 hrs. per trip) Geotechnical Engineer $110.00 hour 32 $3,520.00 (Minimum 4 hrs. per trip) Principal Engineer $130.00 hour 8 $1,040.00 Sieve Analysis with -200 $50.00 each 6 $300.00 Friction Angle Direct Shear ASTM D-3080 $165.00 each 18 $2,970.00 pH Testing AASHTO T-289-91 $20.00 each 6 $120.00 Chlorides AASHTO T-291-91 $75.00 each 6 $450.00 Sulfate AASHTO T-290-91 $75.00 each 6 $450.00 Magnesium Sulfate ASTM C-88 $250.00 each 6 $1,500.00 Organic Content AASHTO T-267-86 $35.00 each 6 $210.00 Resistivity AASHTO T-288-91 $65.00 each 6 $390.00 Truck/Vehicle $25.00 trip 16 $400.00 Subtotal: $14,150.00 Estimated Sub Total: $89,851.00 Estimated Grand Total: $98,501.00 1. Overtime rates of 1.5 times the regular hourly rate will be charged for hours worked over eight (8) hours per day Monday through Friday. Service performed on Saturdays and Sundays will be billed at 1.5 times the regular hourly rate. Services performed on recognized holidays will be billed at 2.0 times the regular hourly rate. 2. All laboratory test fees are F.O.B. our laboratory; additional charge for sample pickup may apply. 3. Any additional tests will be billed on a hourly rate and charged at the applicable rate, portal-to-portal. 4. Additional test not specified in this proposal will be quoted upon request. 5. Minimum charge of 4.0 hours per day per employee will be billed. PROPOSAL ACCEPTANCE AGREEMENT Description of Services: Construction Materials Testing Project Name: TIF Improvements for Opryland Texas Phase One Gaylord Trail Project Location: Grapevine Texas TERRA -MAR Proposal #: P00-1071 DC APPROVAL AND PAYMENT OF CHARGES. Fees will be billed to the account of, and invoices will be mailed to: Firm: Carter and Burgess Inc. -- Attention: Mr. Burt Weathersbee Address: 7950 Eimbrook Drive Suite 250 City: Dallas State: Texas Zip: 75247 Telephone: 214-638-0145 Fax: 214-638-0447 PROPOSAL ACCEPTED BY: TITLE: DATE ACCEPTED: PAYMENT TERMS: Payable in accordance with the attached agreement(s). Invoices for completed work will be issued every month for continuous or extended projects unless otherwise mutually agreed upon in writing. PROPERTY OWNER IDENTIFICATION (If other than above): Name: Address: City: Telephone: SPECIAL PROVISIONS: State: Zip: Fax: Please note that TERRA -MAR reserves the right to withhold all reports until such time as TERRA -MAR receives a signed Proposal Acceptance Agreement or other written authorization referencing this AGREEMENT in its entirety. This AGREEMENT, together with TERRA -MAR'S Proposal, Unit Fee Schedule and the attached agreement(s), as indicated below, constitutes the entire agreement between the Client and TERRA -MAR and supersedes all prior written or verbal understandings. o Professional Services Agreement J Agreement for Materials Engineering and Related Construction Materials Testing Services o Other TBW?4NKW Environmental Services ♦ Geotechnical Engineering ♦ Construction Materials Testing s -- DALLAS ♦ FORT WORTH ♦ HOUSTON ♦ AUSTIN ♦ LONGVIEW m:\rnktg\exec\forrns\paaform.doc TERMS AND CONDITIONS TO AGREEMENT FOR MATERIALS ENGINEERING AND RELATED CONSTRUCTION INSPECTION AND MATERIALS TESTING SERVICES ARTICLE 1. SERVICES. LABORATORY will: 1.1 Act for CLIENT in a professional manner, using that degree of care and skill ordinarily exercised by and consistent with the standards of the profession practicing in the same or similar locality of THE PROJECT site. 1.2 Provide only those services that, in the opinion of LABORATORY, lie within the technical and professional areas of expertise of LABORATORY and which LABORATORY is adequately staffed and equipped to perform. 1.3 Perform all technical services under the general direction of a Registered Professional Engineer and in substantial accordance with the basic requirements of the appropriate standards of The American Society for Testing and Materials, where applicable, or other standards designated by CLIENT. 1.4 Promptly submit formal reports of all tests, inspections and services performed indicating, where applicable, compliance with THE PROJECT specifications or other contract documents. Such reports shall be complete and factual, citing the tests of performed, methods employed, values obtained, parts of the structure or project area involved. 1.5 Employ testing machines which have been calibrated within a period not exceeding twelve (12) months from the time of use by devices of accuracy traceable to the National Bureau of Standards of the United States Department of Commerce, and upon request, submit to CLIENT or his authorized representative documentation of such calibration. 1.6 Consider all reports to be the confidential property of CLIENT, and distribute reports only to those persons, organizations or agencies specifically designated in writing by CLIENT or his authorized representative. 1.7 Retain all project reports relating to the services performed for a period of five years following submission of the report, during which period the records will be made available to CLIENT at all reasonable times. ARTICLE 2. CLIENT'S RESPONSIBILITIES. CLIENT or his authorized representative will: 2.1 Provide LABORATORY with all plans, specifications, addenda, change orders, approved shop drawings and other information for the proper performance of LABORATORY. 2.2 Issue authorization in writing, giving LABORATORY free access to THE PROJECT site, and to all shops or yards where materials are prepared or stored. 2.3 Designate in writing a person or firm to act as CLIENT's representative with respect to LABORATORY's services to be performed under this Agreement; such person or firm to have complete authority to transmit instructions, receive information and data, interpret and define CLIENT's policies and decisions with respect to THE PROJECT and to order, at CLIENT's expense, such technical services as may be requested by LABORATORY. 2.4 Designate in writing those persons or firms who are authorized to receive copies of LABORATORY's inspection and test reports. 2.5 Advise LABORATORY sufficiently in advance of any operations so as to allow for assignment of personnel by LABORATORY for completion of the required services. Such advance notice shall be in accordance with that established by mutual agreement of the parties. 2.6 Direct THE PROJECT contractor, either by the construction Contract or direct written order to: (a) Secure and deliver to LABORATORY, without cost to LABORATORY, preliminary representative samples of those materials he proposes to use which require testing, together with any relevant data of the materials. (b) Furnish such casual labor and all facilities needed by LABORATORY to obtain and handle samples at THE PROJECT and to facilitate the specified inspection, and tests. (c) Provide and maintain for the use of LABORATORY, adequate space at THE PROJECT for safe storage and proper curing of test specimens which must remain on THE PROJECT site prior to testing. ARTICLE 3. GENERAL CONDITIONS: 3.1 LABORATORY, 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 customarily vested in THE PROJECT architects, design engineers, or any other design agencies or authorities. 3.2 LABORATORY shall not be responsible for acts of omissions of any party or parties involved in the design of THE PROJECT or the failure of any contractor or subcontractor to construct any aspect of THE PROJECT in accordance with recommendations issued by LABORATORY. 3.3 LABORATORY is not authorized to revoke, alter, relax, enlarge or release any requirement of THE PROJECT specifications or other contact documents nor to approve or accept any portion of the work, unless specifically authorized in writing by CLIENT or his authorized representative. LABORATORY shall not have the right of rejection or the right to stop the work, except for such periods as may be required to conduct the sampling, testing, or inspection of operations covered by the Agreement. 3.4 This Agreement may be terminated by either party on ten (10) days' written notice or by mutual agreement. If this Agreement is terminated by either party, LABORATORY shall be paid in full for all services performed through the termination date, and the CLIENT shall be provided with a complete report of the results of tests and analysis conducted prior to termination. 3.5 Neither CLIENT nor LABORATORY may delegate, assign, sublet or transfer his duties or interest in this Agreement without the written Consent of the other party. 3.6 The only warranty made by LABORATORY in connection with its services performed hereunder is that it will use that degree of care and skill as set forth in Article 1.1 above. No other warranty, expressed or implied, is made or intended for services provided hereunder or furnishing oral or written reports of findings made. ARTICLE 4. INSURANCE: 4.1 LABORATORY shall secure and maintain throughout the full period of this Agreement sufficient insurance to protect it adequately from claims under applicable Workmen's Compensation acts and from claims for bodily injury, death or property damage as may arise from the performance of services under this Agreement. LABORATORY will, upon request, file certification of such insurance coverage with CLIENT or his authorized representative. 4.2 No insurance, of whatever kind or type, which may be carried by LABORATORY, is to be considered as in any way limiting the contractor's or subcontractor's responsibility for damages resulting from his operations or for furnishing work and materials to THE PROJECT. CLIENT agrees, therefore, to include, or cause to be included in THE PROJECT's construction contract, such requirements for insurance coverage and performance bonds to be secured and maintained by THE PROJECT contractor as CLIENT deems adequate to indemnify CLIENT, LABORATORY, and other concerned parties, against claims for damages and to insure compliance of work performance and materials with project requirements. 4.3 Should LABORATORY, or any of its employees be found to have ' been negligent in the performing of professional services or to have made and breached any express or implied warranty, the CLIENT, and all parties claiming through the CLIENT, agree that the maximum aggregate amount of the liability of LABORATORY and its professional employees shall be limited to 550,000.00 or the total amount of the fee paid to LABORATORY for professional services with respect to the subject project, whichever amount is the lesser. In the event the CLIENT does not wish to restrict professional liability to this sum, limits will be extended to the desired amount upon receipt of CLIENT's payment for actual cost of increased coverage, if available. ARTICLE 5. PAYMENT: 5.1 CLIENT will pay LABORATORY for services and expenses in accordance with the attached fee schedule (Exhibit A). LABORATORY's invoices will be presented at the completion of its work or monthly and will be paid within thirty (30) days of receipt by CLIENT or his authorized representative. Applicant agrees to pay interest at the rate of 1.5% per month on the unpaid account balance, together with any collection costs, including a reasonable attorney's fee and/or court costs, should they be required to remedy a default and effect collection of this account. 5.2 LABORATORY shall be paid in full for all services under the Agreement, including any overruns of CLIENT's contract or any unforeseen need for LABORATORY's services exceeding original contract requirements. Payment for such services shall be made irrespective of any claim by CLIENT for compensation for additional work conducted. Any such claim shall in no respect delay payment of fees for services performed by LABORATORY. 5.3 Retests and/or other fees billed to the Contractor at Client's request shall be paid by the Client within 45 days from the invoiced dated if unpaid by the Contractor. ARTICLE 6. EXTENT OF AGREEMENT: The Agreement, including these terms and conditions, represents the entire agreement, between CLIENT and LABORATORY and supersedes all prior negoti-ations, representations or agree-ments, written or oral. The Agreement may be amended only by written instrument signed by CLIENT and LABORATORY.