PURCHASE AGREEMENT
CITY OF PACIFICA – WASTEWATER DIVISION
PURCHASE ORDER NO.
Seller (Vendor): Buyer:
Name Polydyne, Inc. Name: City of Pacifica
Address 1 Chemical Plant Road Address: 170 Santa Maria Avenue City, State Zip: Riceboro, GA 31323 City, State, ZIP: Pacifica, CA 94044 Attn: Sarah Ben-Yoseph Desmond Barca
Phone: (415) 404-2138 Fax: Phone: (650)446-4704 Fax: (650) 355-7256 E-mail: [email protected] Fed. Tax I.D.: E-mail: [email protected] Project Information (If Applicable): Ship To:
Charge to Calera Creek Water Recycling Plant
Acct#: 52343 WWTP Chemical Expense 518451 52607 700 Pacific Coast Highway Pacifica, CA 94044
Order Date Ship Via Payment Terms
FY 2025-26 - Net 30 days of invoice Upon Receipt of
Equipment Delivery
Buyer and Seller agree as follows:
MATERIAL AND/OR EQUIPMENT TO BE PROVIDED: Vendor shall furnish the materials or equipment described below in strict compliance with the Quotation from Polydyne, Inc. dated 5-8-2025 (Attachment 1) at the price or prices set forth opposite each item and within the times stated below in accordance with the terms and provisions of this Purchase Agreement, including the attached Terms and Conditions, which are incorporated into and made a part of this Agreement:
Item
No.
Item Description Budget
Acct No.
Quantity Unit Price Extension Delivery
Date
1 Polymer: Clarifloc WE-2123
(1 tote = 2,300 lbs)
518451 52607 2,300 lbs $ 1.84 $ 4,232/tote
TOTAL $ 4,232/tote
Sales Tax : $ TBD
Shipping: $ 0
P.O. Total: $ 240,000.00 (Not to exceed)
PURCHASE AGREEMENT
Project Title: POLYDYNE, INC. – SUPPLY OF POLYMER (CLARIFLOC WE-2123) FY 2025-26
Special Terms and Conditions
Shipping: Show Purchase Order number on all packages and invoices.
All purchases are F.O.B Pacifica unless otherwise specified on Purchase Order.
Charges: All transportation charges must be prepaid and shown separately on all invoices. Purchase up to $25,000 (must be approved
by Department Head or authorized signatory)
Approved: _______________________
Name: LOUIS SUN
Title: Interim Director of Public Works
Purchase between $25,000.01 and $50,000
(must be approved by the Assistant City
Manager)
Approved: _______________________
Name: YULIA CARTER
Title: Assistant City Manager
Purchase between $50,000.01 and $75,000
(must be approved by the City Manager)
Approved: _______________________
Name: KEVIN WOODHOUSE
City Manager
Purchase above $75,000
(must be approved by the City Council)
Date City Council Approved: _______________
Buyer: CITY OF PACIFICA
Authorized Signature: _______________________
Name: KEVIN WOODHOUSE
Title: City Manager
Vendor: POLYDYNE, INC.
Authorized Signature: _______________________
Name:
Title:
If Seller is located in the City of Pacifica, does Seller have a current business license? Yes No
Boyd Stanley
Sr. Vice-President
PURCHASE AGREEMENT
Project Title: POLYDYNE, INC. – SUPPLY OF POLYMER (CLARIFLOC WE-2123) FY 2025-26
PURCHASE ORDER TERMS AND CONDITIONS
DEFINITIONS: The term "Buyer" as used in this Purchase Order means the City of Pacifica, and the term "Seller" means the person, firm, or corporation from whom the material or equipment described in the purchase order is ordered.
ACCEPTANCE: The attached Acceptance Copy shall be signed and returned by the Seller within ten (10) calendar days after it is received by the Seller. The receipt by the Buyer of the signed Acceptance Copy or the initiation of performance under this Purchase Order by the Seller shall constitute acceptance of the Purchase Order by the Seller, including all of the terms and conditions herein. Acceptance is limited to the terms stated herein. Any additional or different terms and conditions proposed by the Seller are rejected unless expressly agreed to in writing by City Purchasing Agent or authorized agent.
COMPLETE AGREEMENT: This Purchase Order, including all applicable terms, conditions and specifications, shall constitute the sole and exclusive agreement between the parties. This Purchase Order supersedes all other writings and negotiations, written or oral. The City of Pacifica will not be responsible for goods delivered without a Purchase Order properly signed by the City Purchasing Agent or authorized agent. When this Purchase Order covers a purchase rendered over a stated period of time, Seller must obtain a new order upon expiration of the time period to authorize the purchase for an additional period of time.
DEFAULT: The Buyer may terminate the whole or any part of the purchase in any one of the following circumstances: (1) If the Seller fails to make delivery or fails to perform within the time specified herein or any extension thereof; or (2) If Seller delivers nonconforming goods; or (3) If Seller fails to perform in accordance with the material provisions of this agreement, or so fails to make progress as to endanger performance of this Purchase Order in accordance with its terms. In the event of any such failure Buyer will provide Seller with written notice of the default and Buyer's intention to terminate for default if Seller fails to cure the default to Buyer's satisfaction within seven (7) calendar days of Buyer' notice. If Seller fails to cure or correct the default within seven days, the Buyer may, without further notice to Seller, procure upon such terms and in such manner as the Buyer may deem appropriate, items similar to those terminated, and the Seller shall be liable to the Buyer for any excess costs of such similar items; however, the Seller shall continue the performance of this Purchase Order to the extent not terminated.
The rights and remedies of the Buyer provided in this clause shall not be exclusive, and are in addition to any other rights and remedies provided by law or under this Purchase Order.
CHANGES: Buyer may direct in writing changes, including additions to or deletions from the quantities originally ordered, or in the specifications or drawings. If any such change causes a material increase or decrease in the cost of, or the time required for, performance hereunder, an equitable adjustment shall be made in the price or schedule. Any claims for adjustment which Seller believes result from any change directed by Buyer shall be asserted in writing by Seller no later than ten (10) days from the date of Seller's receipt of any such direction. Equitable adjustments for any claims or changes under this agreement, including claims arising from terminations or suspensions directed under DEFAULT above, of this agreement, will be made by
PURCHASE AGREEMENT
Project Title: POLYDYNE, INC. – SUPPLY OF POLYMER (CLARIFLOC WE-2123) FY 2025-26
written Change Order. Nothing contained herein shall excuse Seller from proceeding with the change as directed prior to negotiation of any adjustment. Whether made pursuant to this clause or by mutual agreement, changes shall not be binding upon the Buyer, except when confirmed in writing by a member of the Buyer’s Purchasing Department.
INVOICES: Seller shall send Buyer a separate invoice for each shipment. Invoices shall not be issued prior to delivery of items. Payment shall not be made prior to receipt of items and an invoice. Credit and discount periods will be computed from the date of receipt of the invoice to the date the Buyer’s check is mailed. Unless freight and other charges are itemized, the discount will be taken on the full amount of the invoice. Payment will be made within thirty (30) days after approval of the invoice by the Buyer.
TITLE AND RISK OF LOSS: All prices shall be F.O.B. Factory. The Seller shall be responsible for safe and adequate packing of the items, which shall conform to the carriers’ requirements. The Seller shall separately number all cases and packages, showing the corresponding numbers on the invoices. An itemized packing slip bearing this Purchase Order number shall be placed in each container. No extra charge shall be made for packaging or packing materials unless authority therefor is set forth in this Purchase Order. Seller shall assume and pay for any and all loss or damage to the merchandise from any cause whatsoever until delivered to Buyer at the specified destination.
DELIVERY: Timely performance and deliveries are essential to this Purchase Order. The Buyer reserves the right to refuse deliveries made in advance of the delivery schedule.
Overshipment allowances, if authorized, will be applied to the entire order. If the Buyer agrees to accept deliveries after the date of delivery has passed, the Buyer shall have the right to direct the Seller to make shipment to the delivery point set forth in this Purchase Order by the most expeditious means, and the total cost of such expedited shipment and handling shall be borne by the Seller. Acceptance of late deliveries shall not be deemed a waiver of the Buyer’s right to hold the Seller liable for any loss or damage resulting therefrom, nor shall it act as a modification of the Seller’s obligation to make future deliveries in accordance with the delivery schedule.
DELAYS: Seller will not be liable for delays in performing its obligations to the extent the delay is caused by an unforeseeable condition which is beyond Seller’s reasonable control and without Seller's fault or negligence. Acts of God, such as storms or floods, as well as government priorities, acts of civil or military authorities, fires, strikes, epidemics, war or riot are examples of events which will be excusable for being beyond Seller's reasonable control, only upon fulfillment of the following conditions: (a) within seven (7) days of the commencement of any excusable delay, Seller shall provide Buyer with written notice of the cause and extent thereof as well as a request for a schedule extension for the estimated duration thereof, and (b) within seven (7) days of the cessation of the event causing delay Seller shall provide Buyer with written notice of the actual delay incurred, upon receipt of which, the date of promised delivery shall be extended for the time actually lost by reason of an excusable delay.
INSPECTION AND APPROVAL: All items are subject to final inspection and approval after delivery to Buyer. If any items are defective in material or workmanship or otherwise not in conformity with the requirements of this Purchase Order, the Buyer shall have the right to
PURCHASE AGREEMENT
Project Title: POLYDYNE, INC. – SUPPLY OF POLYMER (CLARIFLOC WE-2123) FY 2025-26
require Seller to correct or replace them. Final acceptance or rejection shall be made by the Buyer as promptly as practicable after delivery. Final acceptance shall be conclusive except with respect to latent defects, fraud or such gross mistakes as amount to fraud, or with respect to the Buyer’s rights under the “Warranty” clause.
WARRANTIES-GUARANTEES: The Seller warrants that the items, at time of delivery, shall conform to the Buyer’s specifications, the requirements of this Purchase Order, approved sample or samples, if any, and are free from defects in design, material and workmanship. Warranty will be as described in the attached Vendor’s Quotation. At the Buyer’s option, the Seller shall promptly either repair or replace defective items after receipt of the Buyer’s written notice of a defect. Transportation charges for the return and redelivery of defective items shall be borne by the Seller. Seller also warrants that said merchandise is free and clear of all liens and encumbrances whatsoever and the Seller has good and marketable title to same, and Seller agrees to indemnify, defend and hold the City of Pacifica, its officers, agents and employees free and harmless against any and all claimants to said merchandise.
SAFETY: All equipment and materials shall comply with all Federal, State and local safety rules and regulations including OSHA. Where applicable, materials must be labeled in accordance with Section 5194, Title 8, of the California Administrative Code. The Seller is required to include a Material Safety Data Sheet prepared in accordance with Section 5194(9) with each shipment of all such materials to the City.
EQUAL OPPORTUNITY EMPLOYER: It is the policy of the City of Pacifica that in connection with all materials furnished or work performed under this Purchase Order, there be no discrimination against employees because of race, religion, color, sex or national origin, and therefore the Seller agrees to comply with applicable Federal and California laws including, but not limited to, the California Fair Employment Practices Act.
TAXES: Unless prohibited by law, Seller shall pay and has included in the prices of this Purchase Order any federal, state or local tax, transportation tax, or other tax which is required to be imposed upon the items ordered hereunder, or by reason of their sale or delivery.
TERMINATION FOR CONVENIENCE: Buyer shall have the right to terminate this Purchase Order in whole or in part at any time, and from time to time, by written notice effective upon receipt by Seller of such notice, even though Seller is not in breach of any obligation hereunder.
Upon receipt of notice of termination, Seller shall immediately discontinue performance and shall comply with Buyer’s instructions concerning disposition of completed and partially completed items, work in progress and materials acquired pursuant to this Purchase Order. In the event of such termination, Seller shall be paid an amount in settlement to be mutually agreed upon by the parties which shall cover Seller’s reasonable costs of performance incurred prior to termination in connection with the items for which this Purchase Order is terminated plus a reasonable profit based upon such costs. However, said payment shall not exceed the price specified herein for such items. Seller shall advise the Buyer, in writing, of Seller’s claim, if any, for termination costs within ten (10) days after receipt of the notice of termination.
Termination in accordance with this article shall not affect Buyer’s obligation to pay for items accepted by Buyer prior to such termination.
PURCHASE AGREEMENT
Project Title: POLYDYNE, INC. – SUPPLY OF POLYMER (CLARIFLOC WE-2123) FY 2025-26
GOVERNING LAW; VENUE; DEFINITIONS: The definition of terms used, interpretation of this Purchase Order and rights of all parties hereunder shall be construed under and governed by the laws of the State of California. Any litigation with respect to this Purchase Order shall be brought and conducted in San Mateo County, California.
ATTACHMENT 1
polydyneinc.com
Polydyne Inc. • 1 Chemical Plant Road • Riceboro, GA 31323 USA • Tel 800.848.7659 Emailed to: [email protected]
May 8, 2025
Louis Sun
Interim Public Works Director
City of Pacifica
700 Pacific Coast Highway
Pacifica, CA 94044
Subject: City of Pacifica Price Quote Proposal
Dear Mr. Sun,
Polydyne Inc. remains committed to providing cost-effective polymer solutions to the U.S. municipal market. As the upcoming fiscal year quickly approaches, we have closely monitored ongoing market conditions, including the evolving tariff environment, and as a result, we must adjust our pricing accordingly.
Effective July 1, 2025, Polydyne Inc. proposes to supply as follows:
PRODUCT UNIT PRICE PACKAGE
CLARIFLOCTM WE-2123 $1.84/LB. DELIVERED* TOTES
*Applicable taxes will appear as a separate line item on invoices.
While we have worked diligently to absorb cost increases and maintain stable pricing, the continuing impact of current tariff policies and overall market volatility have made it necessary to implement this pricing adjustment. These changes reflect only a portion of the increased costs we’ve incurred, and we have made every effort to minimize the impact on our customers. We deeply value your partnership and remain committed to keeping costs as competitive as possible while ensuring continued quality and reliability for our valued customers. If this proposal is acceptable, please send notification by email to [email protected].
We greatly appreciate your business and look forward to continuing our partnership. If you have any questions regarding this proposal or would like to discuss it in further detail, please feel free to contact Sarah Ben-Yoseph, Technical Sales Representative, (415) 404-2138, or Rawlin Castro, West Region Sales Manager, (415) 218-6089.
Best regards,
Boyd Stanley
Sr. Vice-President
polydyneinc.com
Polydyne Inc. • 1 Chemical Plant Road • Riceboro, GA 31323 USA • Tel 800.848.7659 May 7, 2025
Dear Valued Customer,
At Polydyne, Inc., we are committed to supporting the Municipal polymer market. To ensure this, we source materials such as acrylic acid, methyl acrylate, and many others worldwide. Our sourcing from Asia and other regions has allowed us to bring lower-cost feedstocks to our customers and ensure supply to our customers when the US Gulf Coast has been shut down due to winter storms, hurricanes, and other events.
On April 2, 2025, the United States implemented tariffs against most nations, impacting the cost of both domestic and imported raw materials. The tariffs on many feedstocks from China have increased to nearly 150%, and other regions where free trade agreements were in place are now faced with 10% tariffs that could go much higher on July 9. Our US-based suppliers have seized this opportunity to increase adders that have been eroded by inflation and attempts to compete with import sources.
We have been proactive in mitigating the cost impact of these tariffs. We've strategically shifted our purchases to countries with the lowest possible tariffs and, where most economical, we've moved purchases to US suppliers. Despite these efforts, we must adjust pricing due to increased costs from mandated tariffs. Your designated Polydyne Inc. Technical Sales Representative will be contacting you shortly with more details.
We appreciate our partnership with you and appreciate your understanding as we attempt to navigate the rapidly changing economic environment.
Best regards,
Boyd Stanley
Senior Vice-President