HomeMy WebLinkAboutGL Pools, LLC - Las Palmas Municipal Pool Maintenance - 2025Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB7
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
GL POOLS, LLC
THIS AGREEMENT is entered into on this 2nd day of September 2025, by and between
the CITY OF NATIONAL CITY, a municipal corporation ("CITY"), and GL POOLS, LLC, a
California limited liability company ("CONTRACTOR").
RECITALS
WHEREAS, the CITY desires to employ a contractor to provide pool maintenance
services including, but not limited to, labor and materials, for the Las Palmas Pool to ensure proper
testing and balancing of the pool chemicals for public health and safety, and to extend the service
life of the pumps and mechanical equipment used to operate the pools through preventive
maintenance.
WHEREAS, the CITY has determined that the CONTRACTOR is a pool maintenance
company licensed in the State of California and is qualified by experience and ability to perform
the services desired by the CITY, and the CONTRACTOR is willing to perform such services.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
1. ENGAGEMENT OF CONTRACTOR. The CITY agrees to engage the
CONTRACTOR to provide pool maintenance services for the Las Palmas Pool, and the
CONTRACTOR agrees to perform the services set forth here in accordance with all terms and
conditions contained herein.
The CONTRACTOR represents that all services shall be performed directly by the
CONTRACTOR or under direct supervision of the CONTRACTOR.
2 EFFECTIVE. DATE AND LENGTH OF AGREEMENT. This Agreement shall
not become effective and binding until fully executed by both the CITY and CONTRACTOR. The
duration of this Agreement is for the period of September 2, 2025 through September 1, 2028. This
Agreement may be extended by mutual agreement upon the same terms and conditions for an
additional one (1) year term. The parties may exercise up to two (2) one-year extensions. Any
extension of this Agreement must be approved in writing by the City Council.
3. SCOPE OF SERVICES. The CONTRACTOR will perform services as set forth
in the attached Exhibit "A".
The CONTRACTOR shall be responsible for all research and reviews related to the
work and shall not rely on personnel of the CITY for such services, except as authorized in advance
by the CITY.
The CITY may unilaterally, or upon request from the CONTRACTOR, from time
to time reduce or increase the Scope of Services to be performed by the CONTRACTOR under
this Agreement. Upon doing so, the CITY and the CONTRACTOR agree to meet in good faith
and confer for the purpose of negotiating a corresponding reduction or increase in the
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
compensation associated with said change in services.
4 PROJECT COORDINATION AND SUPERVISION. Stephen Manganiello,
Director of Public Works/City Engineer hereby is designated as the Project Coordinator for the
CITY and will monitor the progress and execution of this Agreement. The CONTRACTOR shall
assign a single Project Director to provide supervision and have overall responsibility for the
progress and execution of this Agreement for the CONTRACTOR. Austin Gardiner, CEO,
Founder, thereby is designated as the Project Director for the CONTRACTOR.
5. COMPENSATION AND PAYMENT. The compensation for the
CONTRACTOR shall be based on monthly billings covering actual work performed. Billings shall
include labor classifications, respective rates, hours worked and also materials, if any. The total
cost for all work described in Exhibit "A", including additional costs for authorized equipment
repairs, procurement and replacement, as needed, to ensure proper pool operations, shall not
exceed $500,000 over the term of the Agreement. The compensation for the CONTRACTOR's
work shall not exceed the rates set forth in Exhibit "A". Monthly invoices will be processed for
payment and remitted within thirty (30) days from receipt of invoice, provided that work is
accomplished consistent with Exhibit "A", as determined by the CITY.
The CONTRACTOR shall maintain all books, documents, papers, employee time
sheets, accounting records, and other evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
ra ACCEPTABILITY OF WORK. The CITY shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONTRACTOR and the CITY cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONTRACTOR in this
Agreement, the CITY or the CONTRACTOR shall give to the other written notice. Within ten (10)
business days, the CONTRACTOR and the CITY shall each prepare a report which supports their
position and file the same with the other party. The CITY shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance and/or the
compensation payable to the CONTRACTOR.
7. DISPOSITION AND OWNERSIII13 OF DOCUMENTS. The Memoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONTRACTOR for this project, whether paper or electronic, shall: (1) be free from defects; (2)
become the property of the CITY for use with respect to this project; and (3) shall be turned over
to the CITY upon completion of the project, or any phase thereof, as contemplated by this
Agreement.
Contemporaneously with the transfer of documents, the CONTRACTOR hereby
assigns to the CITY, and CONTRACTOR thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY'S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONTRACTOR shall,
upon request of the CITY, execute any further document(s) necessary to further effectuate this
Standard Agreement Page 2 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
waiver and disclaimer.
The CONTRACTOR agrees that the CITY may use, reuse, alter, reproduce, modify,
assign, transfer, or in any other way, medium, or method utilize the CONTRACTOR's written
work product for the CITY's purposes, and the CONTRACTOR expressly waives and disclaims
any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual
property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONTRACTOR shall relieve the CONTRACTOR from liability under Section 14,
but only with respect to the effect of the modification or reuse by the CITY, or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
8 INDEPENDENT CONTRACTOR. Both parties hereto in the performance of this
Agreement will be acting in an independent capacity and not as agents, employees, partners, or
joint venturers with one another. Neither the CONTRACTOR nor the CONTRACTOR'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY'S employees, including but not limited to retirement, medical,
unemployment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONTRACTOR and
the CONTRACTOR'S employees, and it is recognized by the parties that a substantial inducement
to the CITY for entering into this Agreement was, and is, the professional reputation and
competence of the CONTRACTOR and its employees. Neither this Agreement, nor any interest
herein, may be assigned by the CONTRACTOR without the prior written consent of the CITY.
Nothing herein contained is intended to prevent the CONTRACTOR from employing or hiring as
many employees, or subcontractors, as the CONTRACTOR may deem necessary for the proper
and efficient performance of this Agreement. All agreements by CONTRACTOR with its
subcontractor(s) shall require the subcontractor(s) to adhere to the applicable terms of this
Agreement.
9 CONTROL. Neither the CITY, nor its officers, agents, or employees shall have
any control over the conduct of the CONTRACTOR or any of the CONTRACTOR's employees,
except as set forth in this Agreement. The CONTRACTOR, or the CONTRACTOR'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
CONTRACTOR and its agents, servants, and employees are wholly independent from the CITY
and CONTRACTOR's obligations to the CITY are solely prescribed by this Agreement.
M COMPLIANCE WITH APPLICABLE LAW. The CONTRACTOR, in the
performance of the services to be provided herein, shall comply with all applicable state and federal
statutes and regulations, and all applicable ordinances, rules, and regulations of the City of
National City, whether now in force or subsequently enacted. The CONTRACTOR and each of its
subcontractor(s), shall obtain and maintain a current City of National City business license prior
to and during performance of any work pursuant to this Agreement.
11. LICENSES. PERMITS, ETC. The CONTRACTOR represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. CONTRACTOR must promptly produce a copy of any such
license, permit, or approval to CITY upon request. The CONTRACTOR represents and covenants
Standard Agreement Page 3 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
that the CONTRACTOR shall, at its sole cost and expense, keep in effect at all times during the term of
this Agreement, any license, permit, or approval which is legally required for the CONTRACTOR to
practice its profession.
12 STANDARD OF CARE.
A The CONTRACTOR, in performing any services under this Agreement,
shall perform in a manner consistent with that level of care and skill ordinarily exercised by
members of the CONTRACTOR's trade or profession currently practicing under similar conditions
and in similar locations. The CONTRACTOR shall take all special precautions necessary to protect
the CONTRACTOR'S employees and members of the public from risk of harm arising out of the
nature of the work and/or the conditions of the work site.
a Unless disclosed in writing prior to the date of this Agreement, the
CONTRACTOR warrants to the CITY that it is not now, nor has it for the five (5) years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONTRACTOR's professional performance or the furnishing of
materials or services relating thereto.
C. The CONTRACTOR is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONTRACTOR has been retained to perform, within the time requirements of the CITY, or, when
no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONTRACTOR has notified the CITY otherwise, the CONTRACTOR warrants that all products,
materials, processes or treatments identified in the project documents prepared for the CITY are
reasonably commercially available. Any failure by the CONTRACTOR to use due diligence under
this sub -section will render the CONTRACTOR liable to the CITY for any increased costs that
result from the CITY'S later inability to obtain the specified items or any reasonable substitute
within a price range that allows for project completion in the time frame specified or, when not
specified, then within a commercially reasonable time.
13. DRUG FREE WORKPLACE. The CONTRACTOR agrees to comply with the
CITY's Drug -Free Workplace requirements. Every person awarded a contract by the CITY for the
provision of services shall certify to the CITY that it will provide a drug -free workplace. Any
subcontract entered into by the CONTRACTOR pursuant to this Agreement shall contain this
provision.
14. NON-DISCRIMINATION PROVISIONS. The CONTRACTOR shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONTRACTOR will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital
status, national origin, physical handicap, or medical condition. Such action shall include but not
be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. The CONTRACTOR agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY setting
forth the provisions of this non-discrimination clause.
15. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONTRACTOR certain confidential information to enable the
Standard Agreement Page 4 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
CONTRACTOR to effectively perform the services to be provided herein. The CONTRACTOR
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONTRACTOR shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any
part of the information that (i) has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONTRACTOR, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONTRACTOR without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONTRACTOR by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONTRACTOR shall not disclose any reports, recommendations, conclusions
or other results of the services or the existence of the subject matter of this Agreement without the
prior written consent of the CITY. In its performance hereunder, the CONTRACTOR shall comply
with all legal obligations it may now or hereafter have respecting the information or other property
of any other person, firm or corporation.
CONTRACTOR shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 16.
16. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, The CONTRACTOR agrees to defend, indemnify and hold harmless the City of
National City, its officers, officials, agents, employees, and volunteers against and from any and
all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims,
demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or
nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the CONTRACTOR's performance or other obligations under this Agreement;
provided, however, that this indemnification and hold harmless shall not include any claims or
liability arising from the established sole negligence or willful misconduct of the CITY, its agents,
officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action,
and CONTRACTOR shall employ competent counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
17. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
17.1 PERS Eligibility Indemnification. If CONTRACTOR's employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS
of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR's employees providing service under this Agreement shall not: (1)
qualify for any compensation and benefit under PERS; (2) be entitled to any benefits under PERS;
(3) enroll in PERS as an employee of CITY; (4) receive any employer contributions paid by CITY
for PERS benefits; or (5) be entitled to any other PERS-related benefit that would accrue to a CITY
employee. CONTRACTOR's employees hereby waive any claims to benefits or compensation
Standard Agreement Page 5 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
described in this Section 17. This Section 17 applies to CONTRACTOR notwithstanding any other
agency, state or federal policy, rule, regulation, law or ordinance to the contrary.
17.2 Limitation of CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR and
CONTRACTOR's officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
17.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of (1)
CONTRACTOR, (2) any employee of CONTRACTOR, or (3) any employee of CONTRACTOR
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
M WORKERS' COMPENSATION. The CONTRACTOR shall comply with all of
the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments
thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold
harmless the CITY and its officers, employees, and volunteers from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and description,
including reasonable attorney's fees and defense costs presented, brought or recovered against the
CITY or its officers, employees, or volunteers, for or on account of any liability under any of said
acts which may be incurred by reason of any work to be performed by the CONTRACTOR under
this Agreement.
19 INSURANCE. The CONTRACTOR, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONTRACTOR(s), when applicable, to purchase and
maintain throughout the term of this Agreement, the following insurance policies:
A ❑ If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
B. Automobile Insurance covering all bodily injury and property damage
incurred during the performance of this Agreement, with a minimum coverage of $1,000,000
combined single limit per accident. Such automobile insurance shall include owned, non -owned,
and hired vehicles. The policy shall name the CITY and its officers, agents, employees, and
volunteers as additional insureds, and a separate additional insured endorsement shall be provided.
C. Commercial General Liability Insurance, with minimum limits of either
$2,000,000 per occurrence and $4,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate with a $2,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location". The "project" or "location" should be noted with specificity
standard Agreement Page 6 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
on an endorsement that shall be incorporated into the policy.
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONTRACTOR's employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor of the CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONTRACTOR has no employees subject to the California Workers'
Compensation and Labor laws, CONTRACTOR shall execute a Declaration to that effect. Said
Declaration shall be provided to CONTRACTOR by CITY.
E The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY's Risk Manager, at the address listed in subsection G below, of
cancellation or material change.
F. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONTRACTOR shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
G. The Certificate Holder for all policies of insurance required by this Section
shall be:
City of National City
c/o Risk Manager
1243 National City Boulevard
National City, CA 91950-4397
H. Insurance shall be written with only insurers authorized to conduct business
in California that hold a current policy holder's alphabetic and financial size category rating of not
less than A:VII according to the current Best's Key Rating Guide, or a company of equal financial
stability that is approved by the CITY's Risk Manager. In the event coverage is provided by non -
admitted "surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers ("LASLI") and otherwise meet rating requirements.
I This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by the
CITY's Risk Manager. If the CONTRACTOR does not keep all insurance policies required by this
Section 19 in full force and effect at all times during the term of this Agreement, the CITY may
treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate the
Agreement as provided herein.
J. All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 19, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
K If the CONTRACTOR maintains broader coverage or higher limits (or both)
than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONTRACTOR. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY.
20. i.F.GAIL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
Standard Agreement Page 7 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
representations and warranties on the part of the other party arising out of this Agreement, then in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court
settlement, shall be entitled to have and recover of and from the other party all costs and expenses
of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is stipulated
that attorney's fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount of the judgment or award. Attorney's fees to the prevailing
party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred
by the CITY in its prosecution or defense of the action, irrespective of the actual amount of
attorney's fees incurred by the prevailing party.
21L TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONTRACTOR. During said 60-day period the CONTRACTOR shall perform all services in
accordance with this Agreement.
a This Agreement may also be terminated immediately by the CITY for cause
in the event of a material breach of this Agreement, misrepresentation by the CONTRACTOR in
connection with the formation of this Agreement or the performance of services, or the failure to
perform services as directed by the CITY.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONTRACTOR as provided for herein.
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONTRACTOR,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONTRACTOR shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any damages
caused the CITY by the CONTRACTOR's breach, if any. Thereafter, ownership of said written
material shall vest in the CITY all rights set forth in Section 7.
E The CITY further reserves the right to immediately terminate this
Agreement upon: (1) the filing of a petition in bankruptcy affecting the CONTRACTOR; (2) a
reorganization of the CONTRACTOR for the benefit of creditors; or (3) a business reorganization,
change in business name or change in business status of the CONTRACTOR.
22 NOTICES. All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address of the person to receive such notice, (ii) if sent by
overnight mail, the business day following its deposit in such overnight mail facility, (iii) if mailed
by registered, certified or ordinary mail, five (5) days (ten (10) days if the address is outside the
State of California) after the date of deposit in a post office, mailbox, mail chute, or other like
facility regularly maintained by the United States Postal Service, (iv) if given by telegraph or cable,
when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy,
facsimile or fax, when sent. Any notice, request, demand, direction or other communication
Standard Agreement Page 8 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
delivered or sent as specified above shall be directed to the following persons:
To CITY: Stephen Manganiello
Director of Public Works/City Engineer
Enginering & Public Works Department
City of National City
1243 National City Boulevard
National City, CA 91950-4397
To CONTRACTOR:
Austin Gardiner
CEO, Founder
GL Pools, LLC
7485 Ronson Rd.
San Diego, CA 92111
Notice of change of address shall be given by written notice in the manner specified
in this Section. Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice, demand,
request or communication sent. Any notice, request, demand, direction or other communication
sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight (48) hours by
letter mailed or delivered as specified in this Section.
23. CONFLICT OF INTEREST AND POLITICAL REFORM ACT_
OBLIGATIONS. During the term of this Agreement, the CONTRACTOR shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONTRACTOR also agrees not to specify any product, treatment,
process or material for the project in which the CONTRACTOR has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONTRACTOR shall at
all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONTRACTOR shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coming before the CITY in which the CONTRACTOR
has a financial interest as defined in Government Code Section 87103. The CONTRACTOR
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY.
❑ If checked, the CONTRACTOR shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONTRACTOR shall file a Statement of Economic Interests with the City
Clerk of the City of National City in a timely manner on forms which the CONTRACTOR shall
obtain from the City Clerk.
The CONTRACTOR shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONTRACTOR.
24 PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2,1720.3,
1720.4, and 1771. CONTRACTOR is solely responsible to determine if State prevailing wage rates
apply and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and
Standard Agreement Page 9 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
regulations.
25. ADMINISTRATIVE PROVISIONS.
A Computation of Time Periods. If any date or time period provided for in this
Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date shall
automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a Saturday,
Sunday or federal, state, or legal holiday.
a Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of this
Agreement are solely for the convenience of the parties hereto, are not a part of this Agreement,
and shall not be used for the interpretation or determination of the validity of this Agreement or
any provision hereof.
D. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement shall control.
E Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONTRACTOR shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
I Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California. The venue for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California.
Standard Agreement Page 10 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID. 0655AD4A-E18E-429D-97DO-7BOB93247DB1
J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties
shall be subject to the examination and audit of the State Auditor for a period of three (3) years
after final payment under the Agreement, per Government Code Section 8546.7.
K Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
by either party hereto, or by or to an employee, officer, agent or representative of any party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
L Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M Subcontractors or Subconsultants. The CITY is engaging the services of the
CONTRACTOR identified in this Agreement. The CONTRACTOR shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion of the work under this Agreement is subcontracted,
the SUBCONTRACTOR(s) shall be required to comply with and agree to, for the benefit of and
in favor of the CITY, both the insurance provisions in Section 19 and the indemnification and hold
harmless provision of Section 16 of this Agreement.
N. Construction. The parties acknowledge and agree that (i) each party is of
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with or has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement, or any portions hereof, or any
amendments hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
Standard Agreement Page 11 of 12 City of National City and
Revised February 2023 GL Pools, LLC
Docusign Envelope ID: 0655AD4A-E18E-429D-97DO-7BOB93247DB1
CITY OF NATIONAL CITY
By:
RK Morrison, Mayor
APPROVED AS TO FORM:
By: 44,41 1 L�64
Barry J. S tz,
City Attorny
GL POOLS, LLC
(Corporation — signatures of two corporate officers required)
(Partnership or Sole proprietorship — one signature)
Signed by:�,,
By:
Qv4iv, GA�V'k t,l�'
(Name)
Austin Gardiner
(Print)
CEO
(Title)
Signed by:
By:
(Name)
Kyle Lobe
(Print)
CFO
(Title)
Standard Agreement Page 12 of 12 City of National City and
Revised February 2023 GL Pools, LLC
EXHIBIT A
Prepared by GL Pools, LLC
7485 Ronson Rd.
San Diego, CA, 92111
(619) 374-9838
CSLB License # 1067486
Cover Letter by Austin Gardiner, GL Pools Founder & CEO
Scope of Services
Daily Schedule for Competition and Activity Pools
Weekly Tasks
Monthly Cost
Chemical Costs
Pressure Washing
Routine Maintenance
Replace Chemical Tubing - Annual
Annual Cost Estimates
Heater Preventative Maintenance - Annual
Annual Cost Estimates
Immediate ROI Focuses
Langelier Saturation Index (LSI)
Reducing Chemical Waste
Acid Demand
Chlorine Demand
Closures, Hazards, Risks, and Reputation
Additional Proposal for Activity Pool Deep Cleaning
Findings & Recommended Course of Action
Restoration Process
Time and Cost
References
Mark Merson I Controller, Coronado Shores Condominiums
Pepe Rodriguez I Chief Engineer, Rancho Valencia Resort
Baktash Abdul Director of Facilities, Barona Indian Charter School
Justin Meeker I Project Manager, American Assets Trust
GL Pools Key Personnel
3
4
4
4
5
5
5
5
6
6
7
7
8
9
9
9
9
9
10
10
12
Cover Letter by Austin Gardiner, GL Pools Founder & CEO
We appreciate the opportunity to present our proposal and share how our team can
elevate the Las Palmas pool experience. What sets us apart isn't just our
expertise —it's the care and intention behind everything we do, and I'd like to share
that vision with you.
Safety Focused - Our goal is to create an environment of "good memories only,"
where swimmers can relax, have fun, and enjoy the pool without worry. We take full
ownership of water chemistry and pool areas to proactively prevent safety hazards.
Caring for the people who use the pools at Las Palmas —and the National City
community as a whole —is our top priority, as they are our ultimate clients.
ROI Focused - Every solution we pitch prioritizes your ROI over our short-term benefit.
As the saying goes, "An ounce of prevention is worth a pound of cure," and we
believe in investing a dime on prevention rather than a dollar on a cure later. In pool
care, this means balancing water chemistry to extend the life of your water, plaster,
and expensive equipment like heaters and pumps. Left unchecked, these issues lead
to costly repairs and long facility closures. Investing in quality chemistry
management and early equipment warnings quickly pays for itself, especially on a
project of this scale.
Relationship Focused - Our company is built on strong relationships. We earn trust
by asking the right questions, listening to your needs, and delivering on what matters
most. We welcome feedback, make adjustments when needed, and consistently
perform at the highest standard. With structured operations, organized job sites, and
a strong accountability system, no one scrutinizes our team more than we do. You'll
also receive documented proof of visits with live photos and service details, ensuring
transparency and confidence in our work.
We're grateful for the opportunity to serve Las Palmas and National City and look
forward to your decision. If you have any feedback or requests, we're happy to adjust
our approach.
Scope of Services
Daily Schedule for Competition and Activity Pools
• Test pH, free chlorine, total chlorine, combined chlorine, total alkalinity
• Log test results
• Net debris from the water surface and pool floor
• Ensure the recirculation system is operating correctly
• Ensure water clarity is acceptable for safe operations
• Check that the main drain covers are secured and undamaged
• Empty skimmer baskets
• Check pool water level (add water if needed)
• Check and record flow meter and pressure gauge readings
• Check chemical feeders to make sure they have an adequate supply of
chemicals
Weekly Tasks
• Super -chlorinate as needed (increase chlorine level to 10 ppm)
Empty pump baskets Ix per week minimum or as needed
• Test and log advanced chemistry measurements: calcium hardness,
phosphates, cyanuric acid, TDS, salinity
Spot -vacuuming any debris not collected by the robotic cleaner
• Backwash filter as needed on a preventative schedule
• Communicate with the facility coordinator or chemical supplier directly to
update inventory needs
• Brush tiles 3x per week using Jack's Magic specialty tile cleaning spray
• Brush walls lx per week at a minimum
• Spray down coping and surrounding 6' walking path around the pool with a
pressure washer to reduce the risk of buildup or slip hazards.
Monthly Cost
Frequency/service Type
Body of Water
Cost
Daily/Full
Activity Pool
$2,470/month
Daily/Full
Competition Pool
$7,280/month
Routine Maintenance
Heaters, chemical pumps,
normalized into 12
and feed systems (see
$465.75/month
monthly charges
Routine Maintenance
section)
Total Monthly Cost
$10,215.75
Chemical Costs
This proposal excludes chemical costs, except for the testing supplies provided by GL
Pools. We will assist in assessing inventory needs and offer support, but ordering from
your current bulk supplier will be the most functional option. If emergency chemicals
are required through GL Pools, our cost will be billed separately in addition to the
labor charges outlined above.
Pressure Washing
GL Pools will provide a pressure washer to remain on site and stagger sections of the
pool deck to be cleaned during the daily
visits.
Routine Maintenance
The service agreement includes the
following options as routine maintenance
items. Approving the contract as written
would allow GL Pools to schedule and bill for
the following work as it's due. The cost for
these items can either be itemized and billed at the point of installation or added to
the flat monthly fee for pool management and normalized into the 12-month
average cost.
Replace Chemical Tubing - Annual
Purpose
Chemical tubing transports products like Sodium Hypochlorite (liquid chlorine)
and Muriatic Acid to the pools via a chemical pump. This pump generates flow
and pressure, directing the chemicals from
storage tanks through the tubing, into the pump,
and finally into the main return lines via an
injection fitting.
Potential Risks
Plastic or polymer tubing can crack or split as it
ages, often going undetected without constant
on -site supervision in equipment rooms. If a
failure occurs, chemicals can leak into these
areas, creating a hazardous situation that may require personnel evacuation
and hazmat intervention. This not only leads to significant financial costs but
can also impact the facility's reputation and perceived safety.
Annual Cost Estimates
Parts*
• Approximately 200 feet of tubing - $105
• Stenner tube replacements - $45
• 4 injectors, tube connectors, Tru Unions - $224
• Replacement of hydraulic fluid and valve/flange kits for 2 MacRoy
chlorine feed pumps - $1,630
Labor
• 1.5 hours per unit x 9 total hours - $1,485
Total annual cost for chemical delivery routine maintenance - $3,489.00
Heater Preventative Maintenance - Annual
Purpose
Burner trays accumulate soot and carbon
buildup over time. Regular inspection and
cleaning help ensure the heater burns clean
air and doesn't wear out prematurely. Inlet
and outlet plumbing headers will be
removed to assess internal heat exchanger
conditions, allowing for early detection of
scale buildup or etching. Before
reinstallation, header gaskets will be
replaced to ensure secure, watertight connections.
Potential Risks
Heaters are a significant investment, and without proper operation, the pool
may become unusable to the public. Preventative maintenance and early
issue detection allow for proactive adjustments, reducing the risk of
premature heater replacement, which can exceed $30,000.
Annual Cost Estimates
Parts*
• Gaskets - $225 per heater
Labor
• 5 hours - $825 per heater
Total annual for heater preventative maintenance - $2,100
*Pricing for parts is subject to change and is not within the direct control of GL Pools.
The current pricing will be adjusted if routine maintenance parts costs vary at
completion. This does not affect labor pricing.
Immediate ROI Focuses
Langelier Saturation Index (LSI)
LSI-prioritized chemical management ensures balanced water chemistry that
prevents both scaling and etching. During our initial walkthrough, the water
chemistry was in an etching state, primarily due to very low total alkalinity. This
condition accelerates wear on vulnerable components like plaster, brass, and
copper, impacting expensive equipment such as pump impellers and heat
exchangers. Extending their lifespan is key to reducing overall pool costs and
minimizing downtime. Proper management also keeps the pool open more days per
year, as heater repairs often lead to closures, especially during colder months.
Reducing Chemical Waste
Acid Demand
It's worth emphasizing total alkalinity again, as low levels not only risk damage
to the pool surface and equipment but also cause pH to rise rapidly and
unpredictably. Maintaining balanced TA through regular testing and sodium
bicarbonate adjustments helps stabilize pH, reducing acid demand and
overall chemical costs.
Chlorine Demand
Initial testing showed a very low cyanuric acid level (<10 ppm). Cyanuric acid
helps reduce UV degradation of liquid chlorine, extending its effectiveness.
While maintaining a low level may be intentional, balancing it at a higher level
can significantly reduce chlorine demand, leading to substantial cost savings.
Closures, Hazards, Risks, and Reputation
Providing a predictable and safe environment directly impacts the community by
ensuring every pool user feels secure and confident in the facility's upkeep. A
well -maintained pool minimizes health and safety risks and prevents unexpected
closures that disrupt guests' access. Proactive management reduces liability
concerns, maintains compliance with health regulations, and upholds the facility's
reputation as a reliable and enjoyable space. When the pool is consistently safe and
available, it fosters trust, encourages regular use, and enhances the overall
perception of the property.
Additional Proposal for Activity Pool Deep Cleaning
Findings & Recommended Course of Action
The Activity Pool has been temporarily decommissioned due to an underground leak,
leaving the water and surface in poor condition with visible scale and stains. GL Pools
proposes draining and deep cleaning the pool to restore its condition.
Restoration Process
1. Draining: The pool will be fully drained into the sewer after verifying proper
water chemistry balance, including chlorine neutralization, pH adjustment, and
removal of solids.
2. Surface Cleaning: Alight acid wash will be performed on the plaster, along
with a tile cleaning to remove scum and buildup. If necessary, minor sanding
may be done to address calcium deposits or rough plaster texture.
3. Plaster Protection: MicroGlass will be applied to extend the life of the plaster
by converting calcium hydroxide into a more durable, non -reactive
compound. This single application strengthens the surface, making it more
resistant to foot traffic, water chemistry fluctuations, and etching. It also allows
for safer future acid washes by improving chemical durability. Learn more
about MicroGlass here.
4. Refilling & Balancing: Once the MicroGlass has dried and cured, the pool will
be refilled, pumps primed, and the water balanced for safe reopening.
This process will restore the pool's appearance, enhance durability, and reduce
long-term maintenance costs.
Time and Cost
This process takes approximately three days to complete, during which the Activity
Pool will be unusable. The project cost covers all visits, materials, MicroGlass
application, and labor: $9,768.00 total.
References
Mark Merson I Controller, Coronado Shores Condominiums
Phone: (619) 212-3804 1 Email: controller@coronadoshores.org
GL Pools has provided daily early morning service to this high -end beachfront
condominium complex for multiple years. GL focuses on reliability, management of
its chemical automation systems, and protecting/improving the reputation among
residents and out-of-town vacationers who frequent the many pools and spas here.
Pepe Rodriguez I Chief Engineer, Rancho Valencia Resort
Phone: (619) 742-2902 1 Email: Prodriguez@ranchovalencia.com
GL Pools has provided pool and spa care for over eight years at Rancho Valencia
Resort and Spa, maintaining 40+ bodies of water and delivering emergency repair
solutions. Our focus on extending the life of equipment and materials has resulted in
filters, pumps, and heaters lasting, on average, twice the typical commercial
lifespan—reducing operating costs and maximizing value. Rancho Valencia is known
for its luxurious pool and spa experiences, and our service helps uphold that
reputation.
Baktash Abdul I Director of Facilities, Barona Indian Charter School
Phone: (619) 792-0393 1 Email: babdul@barona-nsn.gov
GL Pools manages a 130,000-gallon lap pool and a splash pad for Barona Indian
Charter School, with usage and demand similar to those at Las Palmas. For the past
three years, our detailed weekly tasks and photo -documented records have been
highly valued by management, providing clear evidence of completed work.
Justin Meeker I Project Manager, American Assets Trust
Phone: (619) 818-9071 1 Email: jmeeker@americanassets.com
Justin has been instrumental in GL Pools' involvement at the Pacific Ridge and Loma
Palisades properties, ensuring an elevated experience for their residents and guests.
Our preventative maintenance approach has helped reduce costs, stress, and
unexpected issues that previously impacted these properties. Over the past three
years, our strong communication and teamwork have provided peace of mind and
ensured swift resolution of any emergency situations.
GL Pools Key Personnel
Austin Gardiner I CEO/Founder
Kyle Lobe I CFO/Founder
619-374-9838 EXT 701
Austin alpools.com
619-374-9838 EXT 700
Kvleaglpool s.com
Kristin Gardiner I Admin Manager
Brock Bass I Repair Manager
619-374-9838 EXT 703
619-374-9838 EXT 702
Kristin(cpgpools.com
Brock(Lbgll2ools.com
Chris Naples I Service Manager
Christiana Scheevel I Service Supervisor
619-374-9838 EXT 704
619-374-9838
Chris(cpall2ools.com
Christianana alaools.com
Kevin Bautista I Field Supervisor
Gabe Griffis I Service Supervisor
619-374-9838
619-374-9838
Kevinna glpools.com
Gabena glpools.com