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HomeMy WebLinkAboutApex Testing Laboratories 07.20.2026AGREEMENT THIS AGREEMENT is made and entered into on the day of July 20 _7 2026 by and between the TOWN OF LOS ALTOS HILLS (hereinafter referred to as "TOWN") and Apex Testing Laboratories (hereinafter referred to as "CONTRACTOR"). In consideration of their mutual covenants, the parties hereto agree as follows: 1. CONTRACTOR. Shall provide or furnish the following specified services and/or materials: Provide compaction testing services for the Magdalena Road Pathway Project per EXHIBIT A. 2. EXHIBITS. The following attached exhibits are hereby incorporated into and made a part of this Agreement: 3. TERMS. The services and/or materials furnished under this Agreement shall commence July 20, 2026 and shall be completed by December 31, 2026, unless terminated pursuant to Section 5(f). 4. COMPENSATION. For the full performance of this Agreement: a. TOWN shall pay CONTRACTOR an amount not to exceed six thousand one hundred eighty-three dollars and zero cents ($6,183,00) within thirty (30) days following receipt of invoice and completion/delivery of services/goods as detailed in Sections 1, 2, and 3 of this Agreement and only upon satisfactory delivery/completion of goods/services in a manner consistent with profossional/industry standards for the area in which CONTRACTOR operates. TOWN is not responsible for paying for any work done by CONTRACTOR or any subcontractor above and beyond the not to exceed amount. b. Town shall not reimburse for any of CONTRACTOR's costs or expenses to deliver any services/goods. Town shall not be responsible for any interest or late charges on any payments from Town to CONTRACTOR. c. CONTRACTOR is responsible for monitoring its own forces/employees/agents/ subcontractors to ensure delivery of goods/services within the terms of this Agreement. TOWN will not accept or compensate CONTRACTOR for incomplete goods/services. a. HOLD HARMLESS. CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, Town of Los Altos Hills Page 1 of 4 Short form Updated 4/26122 claims or liability of personal injury (including death) and property damage of any nature, caused by or arising out of the performance of CONTRACTOR under this Agreement. With regard to CONTRACTOR'S work product, CONTRACTOR agrees to indemnify, defend and hold harmless the TOWN, its officers, agents and employees from any and all demands, claims or liability of any nature to the extent caused by the negligent performance of CONTRACTOR under this Agreement. b. INSURANCE. CONTRACTOR shall file with the TOWN a certificate of insurance before commencing any services under this Agreement as follows: i. WORKERS COMPENSATION INSURANCE: Minimum statutory limits. ii. COMMERCIAL GENERAL LIABILITY AND PROPERTY DAMAGE INSURANCE: General Liability and Property Damage Combined. $1,000,000.00 per occurrence including comprehensive form, personal injury, broad form personal damage, contractual and p rem ises/ope ration, all on an occurrence basis. If an aggregate limit exists, it shall apply separately or be no less than two (2) times the occurrence limit. v. NOTICE OF CANCELLATION: The City requires 30 days written notice of cancellation. Additionally, the notice statement on the certificate should not include the wording "endeavor to" or "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representatives." vi. CERTIFICATE OF INSURANCE: Prior to commencement of services, evidence of insurance coverage must be shown by a properly executed certificate of insurance and it shall name "The Town of Los Altos Hills, its elective and appointed officers, employees, and volunteers" as additional insureds. vii. To prevent delay and ensure compliance with this Agreement, the insurance certificates and endorsements must be submitted to: Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 c. NON-DISCRIMINATION. No discrimination shall be made in the employment of persons under this Agreement because of the race, color, national origin, age, ancestry, religion or sex of such person. Town of Los Altos Hills Page 2 of 4 Short form Updated 4/26/22 d. INTEREST OF CONTRACTOR. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the TOWN and CONTRACTOR. At all times CONTRACTOR shall be an independent contractor and CONTRACTOR is not authorized to bind the TOWN to any contracts or other obligations without the express written consent of the TOWN. In executing this Agreement, CONTRACTOR certifies that no one who has or will have any financial interest under this Agreement is an officer or employee of TOWN. e. CHANGES. This Agreement shall not be assigned or transferred without advance written consent of the TOWN. No changes or variations of any kind are authorized without the written consent of the City Manager. This Agreement may only be amended by a written instrument signed by both parties. f. TERMINATION. This Agreement may be terminated by TOWN upon seven (7) days written notice to CONTRACTOR. Monies owed for work satisfactorily completed shall be paid to CONTRACTOR within 14 days of termination. g. RECORDS. All reports, data, maps, models, charts, studies, surveys, calculations, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that are prepared or obtained pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the TOWN. CONTRACTOR hereby agrees to deliver those documents to the TOWN at any time upon demand of the TOWN. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared, specifically for the TOWN and are not necessarily suitable for any future or other use. Failure by CONTRACTOR to deliver these documents to the TOWN within a reasonable time period or as specified by the TOWN shall be a material breach of this Agreement. TOWN and CONTRACTOR agree that until final approval by TOWN, all data, plans, specifications, reports and other documents are preliminary drafts not kept by the TOWN in the ordinary course of business and will not be disclosed to third parties without prior written consent of both parties. All work products submitted to the TOWN pursuant to this Agreement shall be deemed a "work for hire." Upon submission of any work for hire pursuant to this Agreement, and acceptance by the TOWN as complete, non- exclusive title to copyright of said work for hire shall transfer to the TOWN. The compensation recited in Section 4 shall be deemed to be sufficient consideration for said transfer of copyright. CONTRACTOR retains the right to use any project records, documents and materials for marketing of their professional services. h. CONTRACT ADMINISTRATION. The TOWN hereby designates the Public Works Director and the City Manager as Contract Administrator for this agreement. The CONTRACTOR shall only take direction regarding the services provided under this Agreement from the Contract Administrator. Furthermore, CONTRACTOR agrees that the Contract Administrator shall be included any meeting, teleconference or Town of Los Altos Hills Page 3 of 4 Short form Updated 4/26/22 written communication between any Town representative including Committee members and the CONTRACTOR. The TOWN may modify the Contract Administrator at any time upon providing written notice to the CONTRACTOR. i. ENTIRE AGREEMENT. This Agreement represents the entire agreement between the Parties. Any ambiguities or disputed terms between this Agreement and any attached Exhibits shall be interpreted according to the language in this Agreement and not the Exhibits. 6. INVOICING. Send all invoices to the contract coordinator at the address below. This Agreement shall become effective upon its approval and execution by TOWN. In witness whereof, the parties have executed this Agreement the day and year first written above. CONTRACT COORDINATOR and representative for TOWN: Astha ?\'rhanal, EIT Associate Engineer Town of Los Altos Hills 26379 Fremont Road Los Altos Hills, CA 94022 Town of Los Altos Hills Short form Updated 4/26/22 CONTRACTOR: By: Signature 7/20/2026 Date Abdelkader Khelifa, President Print name, Title ........... B Cody Einfalt, City Manager Date Page 4 of 4 Form w-9 Request for Taxpayer Give form to the (Rev. October 200 Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service Name (as shown on your income tax return) m Apex Testing Laboratories, Inc. ((a Business name, if different from above a c 0 N sJ Check appropriate box: Individual/Sole proprietor Corporation El Partnership Exempt U ❑ Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ► _____- ❑ $ ❑ Other (see instructions) ► payee Address (number, street, and apt. or suite no.) Requester's name and address (optional) d-.2 1790 Yosemite Avenue Tfsam of Las Altos Hills City, state, and ZIP code '0 m 26379 Fremont Road & San Francisco, CA 94124 Los Altos Hills, CA 94022 m J� List account number(s) here (optional) - Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoid Social security number backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose Employer identification number number to enter. 13 4351450 Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. 1 am a U.S. citizen or other U.S. person (defined below). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. See the instructions on page 4. Sign Signature of Here U.S. person ► Date ► 7/20/2026 General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Purpose of Form A person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA. Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected Income. Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form if it is substantially similar to this Form W-9. Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are: • An individual who is a U.S. citizen or U.S. resident alien, • A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States, • An estate (other than a foreign estate), or • A domestic trust (as defined in Regulations section 301.7701-7). Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners' share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income. The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases: • The U S owner of a disregarded entity and not the entity, Cat. No. 10231 X Form W -s (Rev. 10-2007) MATERIALS TESTING & INSPECTION SERVICES Magdalena Road Pathway Item No. Item Code Item description No. of Days Est'd Qty Unit of Measure Unit Price Item Total SOIL/AB COMPACTION Field Compaction Test 5 20 Hour $130.00 $2,600.00 Nuclear Gauge Equipment Fee* 20 Hour $10.00 $200.00 Site Soil Sampling 2 Hour $99.00 $198.00 Moisture -Density Curves (ASTM D-1557) 2 Each $355.00 $710.00 1 Rock Correction of Moisture/Density Curve ASTM D4718 1 Each $165.00 1 $165.00 Soil Quality Tests (Plasticity Index) Each $270.00 $0.00 Soil Quality Tests (Gradation) Each $345.00 $0.00 Soil Quality Tests (Sand Equivalent) Each $185.00 $0.00 GEOTECHNICAL ENGINEER Hour $250.00 $0.00 SUBTOTAL $3,873.00 ASPHALT Batch Plant Inspection Hour $130.00 $0.00 Asphaltic Concrete Placement Hour $130.00 $0.00 Nuclear Gauge Equipment Fee* Hour $10.00 $0.00 AC Field Coring Hour $130.00 $0.00 Sand Equivalent (CTM 217/ASTM D2419) Each $185.00 $0.00 Method of Test Preparation of HMA Test Each 1 $100.00 $0.00 AC Briquettes Bulk Specific Gravity (CTM 308/ASTM D2726) Each $120.00 $0.00 2Cores Bulk Specific Gravity & Density CTM I Each $125.00 $0.00 Theoretical Maximum Specific Gravi ,(CTM309ASTM D2041) Each $250.00 $0.00 Moisture content of AC by microwave oven CTM 370 Each $75.00 $0.00 Percentage Air Void ASTM D3203 Each $125.00 $0.00 Bitumen Content by Ignition Oven (CTM 382/ASTM Each $295.00 $0.00 Los Angeles (LA) Abrasion and Impact CTM 211 500 rev. Each $330.00 $0.00 Asphalt Content (CTM 382/ASTM D6307) Each $295.00 $0.00 Ignition Oven Calibration Each $325.00 $0.00 Smoothness CTM 526 Each $500.00 1 $0.00 0.00 STRUCTURAL CONCRETE Concrete Mix Design Review Each $150.00 $0.00 Reinf. Steel Inspection Hour $130.00 $0.00 3 Concrete Placement Inspection Hour $130.00 $0.00 Concrete Sample Pick Up Hour $99.00 $0.00 Concrete Cylinders Compression Test Each $45.00 1 $0.00 SUBTOTAL $0.00 PROJECT MANAGEMENT Project Manager 2 Hour $160.00 $320.00 Project Engineer 1 Hour $140.00 $140.00 Admin. / Clerical Support 2 Hour $80.00 $160.00 4 Final Affidavit of Ins ection 1 Each $500.00 $500.00 Travel Time to/ from Distant Location 7 Hour $130.00 $910.00 Vehicle Mileage Charge to/ from Distant Location 400 Miles 1 $0.70 $280.00 Per Diem for Distant Location Inspection Da $250.00 $0.00 SUBTOTAL $2,310.00 TOTAL PROPOSALI $6,183.00 Page 1 of 2 MATERIALS TESTING & INSPECTION SERVICES Magdalena Road Pathway Minimum Hourly Charges Show -Up Time......................................................................................................2 hours Inspection Services............................................................................................. 4 hours Services over 4 hours............................................................................................. 8 hours Premium Charges added to Testing & Inspection Services Basic Rate: Basis of Charges Weekdays......................................................................................................... Basic Rate Swing/Night Shift................................................................................................ 1.125 x Basic Rate Over 8 hours & Saturdays.................................................................................... 1.50 x Basic Rate Sundays/Holiday & Over 8 hours on Saturday.......................................................... 2.00 x Basic Rate Laboratory Testing - Rush Fee..............................................................................Add 50% to Cost of Test Expenses Auto Mileage (No charge within 50 miles radius from the office) ................................... Current IRS Rate Travel Time (No Charge within 50 miles radius from the office) ................................... Basic Rate Portal -to -Portal travel time and mileage charges apply to inspections requiring the use of nuclear gauge. Expenses (Equipment./Air Fare/ Outside Services) ................................................... Cost +20% Parking/Tolls.................................................................................................... Cost Final Affidavit of Inspection................................................................................... $500.00/Each Yearly Escalation Starts July 1st, 2027............................................................................ 6% Sample Pick -Up (Min. of 1 Special Inspector hour)........................................................... Basic Rate Biddate............................................................................................................................. 7/11/2026 Page 2 of 2