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HomeMy WebLinkAboutCity of Tamarac Resolution R-2016-076r-. Temp Reso #12808 Page 1 June 22, 2016 CITY OF TAMARAC, FLORIDA RESOLUTION NO. R-2016- 7(0 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA, AUTHORIZING THE APPROPRIATE CITY OFFICIALS TO EXERCISE THE THIRD RENEWAL OPTION OF AGREEMENTS TO "FURNISH, DELIVER AND DISCHARGE OF QUICKLIME" TO, AND EXECUTE AGREEMENT AMENDMENTS WITH, LHOIST NORTH AMERICA OF ALABAMA, LLC FOR THE CITY OF TAMARAC AND ON BEHALF OF EIGHTEEN OTHER AGENCIES IN THE SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE (CO-OP), AND WITH CARMEUSE LIME & STONE, INCORPORATED ON BEHALF OF ONE MEMBER OF THE SOUTHEAST FLORIDA GOVERNMENTAL PURCHASING COOPERATIVE, THE CITY OF HOLLYWOOD, FOR A PERIOD OF ONE YEAR PROVIDING FOR CONFLICTS; PROVIDING FOR SEVERABILITY; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Tamarac served as "lead agency" on Bid 11-25B, "Furnish, Deliver and Discharge of Quicklime" issued on behalf of the Southeast Florida Governmental Purchasing Cooperative (CO-OP) which was awarded, on behalf of the City and eighteen (18) other agencies, to, and an Agreement executed with Lhoist North America of Alabama, LLC (formerly Chemical Lime Co. of Alabama, LLC), as evidenced by Resolution R-2011-86, a copy of which is on file with the City Clerk; and. WHEREAS, as the lead agency for the CO-OP, the bid was also awarded to and an Agreement executed on behalf of one (1) agency with Carmeuse Lime Temp Reso #12808 Page 2 June 22, 2016 and Stone, Inc., (Carmeuse), as further evidenced by Resolution R-2011-86; and, WHEREAS Chemical Lime Co. of Alabama, LLC underwent a corporate name change to Lhoist North America of Alabama, LLC effective December 31, 2011, as indicated in a letter issued by its parent company, Lhoist North America and is now known as Lhoist North America of Alabama, LLC (Lhoist); said name change being approved by the City Commission at its June 25, 2014 Meeting, through Resolution R-2014-62, a copy of said resolution is on file with the City Clerk; and, WHEREAS, the City Commission also approved the first one (1) year renewal option at its June 25, 2014 meeting through the same Resolution R- 2014-62; and, WHEREAS, the City Commission approved the second one (1) year renewal option at its June 24, 2015 meeting through Resolution R-2015-52, a copy of said resolution is on file with the City Clerk; and, WHEREAS, both Lhoist and Carmeuse are agreeable to exercising the third one (1) year renewal option; and, WHEREAS, pursuant to Section 5 of the executed Agreements, Lhoist and Carmeuse may seek a quarterly material price adjustment based on a formula that factors in actual costs and / or recognized indices; and WHEREAS, current dynamic economic conditions dictate that the best interests of the City and the CO-OP will be met by the continuation of an ongoing Temp Reso #12808 Page 3 June 22, 2016 quarterly material price adjustment formula for Lhoist and Carmeuse customers, which allows for escalation and de-escalation of material pricing on a quarterly basis, effective October 1st, January 1st, April 1st and July 1st of each year; and WHEREAS, coal is a vital raw material in the production of quicklime, which reflects approximately 40% of the actual quicklime cost; and WHEREAS, Lhoist has been impacted by the closing of coal mines in the Alabama region, which were very close to their quicklime production facilities, necessitating the need to purchase and transport coal from sources in the Kentucky/Tennessee/Ohio, requiring increased cost for coal which will increase pricing by approximately 13%; and WHEREAS, sufficient funds are available from the Utilities Department Operating funds; and WHEREAS, it is the recommendation of the Director of Public Services and the Purchasing and Contracts Manager that the third renewal option for the Agreement awarded as a result of Bid #11-25B be exercised and an agreement Amendment be executed with Lhoist for furnishing, delivering and discharging quicklime, for a period of one year for the City of Tamarac, and on behalf of eighteen (18) other agencies in the CO-OP; a copy of said Agreement Amendment #3 is attached hereto as Exhibit "1 "; and WHEREAS, it is the recommendation of the Director of Public Services and the Purchasing and Contracts Manager that the third renewal option for the Temp Reso #12808 Page 4 June 22, 2016 Agreement awarded as a result of Bid #11-25B be exercised and an Agreement Amendment be executed with Carmeuse for furnishing, delivering and discharging quicklime, for a period of one year on behalf of one (1) agency in the CO-OP, the City of Hollywood, a copy of said Agreement Amendment #3 is attached hereto as Exhibit "2"; and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the residents of the City of Tamarac to exercise the third renewal option for Bid 11-25B and execute Agreement Amendment #3 with Lhoist for furnishing, delivering and discharging quicklime, for a period of one year effective November 1, 2016 on behalf of the City of Tamarac and eighteen (18) other agencies in the CO-OP, and WHEREAS, the City Commission of the City of Tamarac, Florida deems it to be in the best interest of the residents of the City of Tamarac to exercise the third renewal option for Bid 11-25B and execute Agreement Amendment #3 with Carmeuse for furnishing, delivering and discharging quicklime, for a period of one year effective November 1, 2016 on behalf of one (1) agency in the CO-OP, the City of Hollywood. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF TAMARAC, FLORIDA THAT: SECTION 1: The foregoing "WHEREAS" clauses are HEREBY ratified and confirmed as being true and correct and are hereby made a specific 1 G 1 1 Temp Reso #12808 Page 5 June 22, 2016 part of this Resolution upon adoption hereof and all exhibits referenced and attached hereto are incorporated herein and made a specific part of this resolution. SECTION 2: Agreement Amendment #3 for the Agreement executed as a result of the award of Bid 11-25B, "Furnish, Deliver and Discharge of Quicklime", to Lhoist, on behalf of the City of Tamarac and eighteen (18) other agencies in the CO-OP for a period of one (1) year effective November 1, 2016, attached hereto as Exhibit I", is hereby approved, and the appropriate City officials are hereby authorized to execute Agreement Amendment #3 with Lhoist, as part of said award, a copy of which is attached hereto as Exhibit I" on behalf of the City of Tamarac and eighteen other (18) agencies in the CO-OP for a period of one (1) year effective November 1, 2016. SECTION 3: Agreement Amendment #3 for the Agreement executed as a result of the award of Bid 11-25B, "Furnish, Deliver and Discharge of Quicklime", to Carmeuse, on behalf of one (1) agency, the City of Hollywood, in the CO-OP for a period of one (1) year effective November 1, 2016, attached hereto as Exhibit "2", is hereby approved, and the appropriate City officials are hereby authorized to execute Agreement Amendment #3 with Carmeuse as part of said award, a copy of which is attached hereto as Exhibit "2" on behalf of one (1) agency, the City of Hollywood, in the CO-OP for a period of one (1) year effective November 1, 2016. Temp Reso #12808 Page 6 June 22, 2016 SECTION 4- All resolutions or parts of resolutions in conflict herewith are HEREBY repealed to the extent of such conflict. SECTION 5: If any clause, section, other part or application of this Resolution is held by any court of competent jurisdiction to be unconstitutional or invalid, in part or application, it shall not affect the validity of the remaining portions or applications of this Resolution. SECTION 6: This Resolution shall become effective immediately upon its passage and adoption. PASSED, ADOPTED AND APPROVED this / 3 day of all6s 2016. DIANE GLASS VICE MAYO ATTEST: RECORD OF COMMISSION VOTE: MAYOR DRESSLER DIST 1: COMM. BUSHNELL L DIST 2: COMM. GOMEZ IaZ71 DIST 3: V/M GLASSER DIST 4- COMM. PLACKO I HEREBY CERTIFY that I Have approved this RESOLUTION as to form. SAIVUEL S. GO CITY ATTORNE F 1 of Tc"tl77G rac AGREEMENT AMENDMENT #3 BETWEEN THE CITY OF TAMARAC AND LHOIST NORTH AMERICA OF ALABAMA, LLC The CITY OF TAMARAC (City) and Lhoist North America of Alabama, LLC (formerly Chemical Lime Company of Alabama, LLC) an Alabama limited liability corporation, with principal offices located at 3700 Hulen Street, Ft. Worth, Texas 76107, agree to amend that certain Agreement between the City of Tamarac and Lhoist North America of Alabama, LLC (formerly Chemical Lime Company of Alabama, LLC.) effective November 1, 2011, as amended, (the "Agreement") as follows: 1. Pursuant to the terms of Section 4 Time of Commencement and Substantial Completion, of the Agreement the City and Lhoist North America of Alabama, LLC agree to exercise the third renewal option for the term November 1, 2016 through October 31, 2017. 2. All other provisions of the original agreement remain in effect as written. Remainder of Page Intentionally Blank City o! Tamarac Purchasi,)o And Contads Division IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, and Lhoist North America of Alabama, LLC, signing by and through its Florida Sales Manager, duly authorized to execute same. %ALy %.A 7 � Date Date ATTEST: CITY OF TAMARAC 01F TA D/v C A\� -Bre q9 �F�arryssler, yor 4 • • / 7 m :ESTABLISHED Approved as to form and legal sufficiency: I a/� A Al� Samu S. Go en, Attorney '711 3 11 LHOIST NORTH AMERICA OF ALABAMA, LLC 4 8 , . 1� A-00-r� A'4A mk= - (CorporaS'te Secretary) ature of Florida S s Manager J. Dale James Type/Print Name of Corporate Secy. Florida Sales Manager (CORPORATE SEAL) -::S� n e. a 1 62- O /(S Date City of TamaracThe Ckty Fer your LfcPurchasing and Contracfs Division ------ CORPORATE ACKNOWLEDGEMENT STATE Tlbr �(ACt COUNTY &QUXyKj I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared J. Dale James, Florida Sales Manager for Lhoist North America of Alabama, LLC., an Alabama Limited Liability Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this0_ day of ,20 i6 Alexis Aragones n. Notary Public State of Florida My Commission Expires 02/07/2017 Commission No. EE 872491 Signat re of Notary Public State of i1U;CW at Large &'zs N Print, -rype or Stamp Name of Notary Public ❑ Personally known to me or V Produced Identification Tt IvVr 4(-e1gV Type of I.D. Produced DID take an oath, or ❑ DID NOT take an oath. of Tamarac Pur,chasing and Contracts Division AGENCY DELIVERY ADDRESS ESTIMATEDANNUAL USAGE TYPE 1— Pebble Lime roward County Dist. I 3701 N State Road 7, Lauderdale Lakes, FL 33319 3,900 roward County Dist. 2A 1390 NE 50`h Street, Pompano Beach, FL 33064 6,300 ity of Coral Springs 3800 NW 85th Avenue, Coral Springs 2,000 own of Davie 3500 NW 76th Avenue, Davie 750 ity of Deerfield Beach 290 Goolsby Blvd. — West Plant, Deerfield Beach 1,872 ity of Fort Lauderdale 949 NW 38`h Street, Oakland Park, FL 33309 11,500 ity of Hallandale 215 NW 6th Avenue, Hallandale 900 ity of Lauderhill 2001 NW 49th Avenue, Lauderhill 1,825 ity Of Miramar 2600 SW 6e Terrace, Miramar 953 ity of North Lauderdale (U.S. Water) 841 NW 71' Avenue, North Lauderdale 50 ity of North Miami 12098 NW 1 Ph Ave, North Miami 1,440 ity Of Pembroke Pines 7960 Johnson Street, Pembroke Pines 4,000 ity of Pompano Beach 301 NE 12th Street, Pompano Beach 2,020 ity of Sunrise 4350 S ringtree Drive, Sunrise 2,400 ity of Sunrise 15400 Sludge MilI Road, Davie 600 ity of Tamarac 7803 NW 61st Street, Tamarac 1,500 ills e of Wellington 1100 Wellington Trace, Wellington, FL 33414 1,240 TYPE 1A — Rice Lime ity of Hollywood 3441 Hollywood Blvd., Hollywood 2,400 ity of North Miami Beach 19150 NW 8`h Ave, Miami Gardens 2,800 ity of Dania Beach 1201 Stirling Road, Dania Beach, FL 33004 320 ity Of Margate 980 NW 66 Ave. Margate 2,500 Total Estimated Annual Tonnage! 51,270 PURCHASING AND CONTRACTS DIVISION June 3, 2016 Mr. Bruce D. Routhieaux Vice President, Sales Carmeuse Lime & Stone, Inc. 11 Stanwix Street, 11th Floor Pittsburgh, PA 15222 RE: Agreement Renewal Bid 11-25B Furnish Deliver and Discharge of Quicklime Dear Mr. Routhieaux: The City's Agreement with your company to provide quicklime will expire on October 31, 2016. The original agreement effective November 1, 2011 provides for three additional one year renewal options. This is the third and final renewal option for the subject contract. As you know, we have both worked diligently to arrive at a mutually agreeable method for adjusting pricing, based on continuously changing economic conditions, which promise to remain dynamic. The attached Agreement Amendment reflects what we have agreed upon, and I am forwarding Agreement Amendment #3 for your firm to execute. Accordingly, we would ask that you please print and fully execute two (2) originals of the Agreement Amendment attached hereto. Please ensure that the Amendment is attested by your company's Corporate Secretary, and sealed with your corporate seal. Return the two (2) original documents to the Purchasing & Contracts Division no later than June 15, 2016. Upon execution by the City, an original will be returned to you for your records. If you have any questions, do not hesitate to contact me. Sincerely, .r f Keith K. Glatz, CPPO, FCPM, FCPA Purchasing and Contracts Manager "6WW"MW to swaq4w...IRt W," 7525 N.W. 8M Avenue I Tamarac, Florida 3332124011 P: 954.597.35701 F: 954.597.3565 EQUAL OPPORTUNITY EMPLOYER of Tamarac AGREEMENT AMENDMENT #3 BETWEEN THE CITY OF TAMARAC AND CARMEUSE LIME & STONE, INC. and Contracts Division The CITY OF TAMARAC (City) and Carmeuse Lime & Stone, Inc. (Carmeuse), a Delaware corporation, with principal offices located at 11 Stanwix Street, 11th Floor Pittsburgh, PA 15222, agree to amend the original Agreement as follows: 1. Pursuant to the terms of Section 4, Time of Commencement and Substantial Completion, of the original Agreement effective November 1, 2011, the City and Carmeuse agree to exercise the second renewal option for the term November 1, 2016 — October 31, 2017. 2. All other provisions of the original agreement remain in effect as written. Remainder of Page Intentionally Blank of Tamarac Purchasing and Contracts Division IN WITNESS WHEREOF, the parties hereby have made and executed this Amendment to Agreement on the respective dates under each signature, the City of Tamarac signing through its City Manager and its City Commission signing by and through its Mayor, and Carmeuse Lime & Stone, Inc., signing by and through its Vice President of Sales, duly authorized to execute same. CITY OF TAMARAC k1MA"A . 0 - Da ATT ST: �;�p' :�,'y,Michael C. Cernech, City Manager t Patricia A. Teufel, CMC City Clerk 7A Date ; ATTEST: Date Approveq ps to form nd legal sufficiency: 1 Sam S. Goren, YAttorney 7/0 h Date CARMEUSE LIME & STONE, INC. l,- L Corp to S retary) Sign ure of Vi President of Sales 1 Kevin J. Whyte Type/Print Name of Corporate Secy. (CORPORATE SEAL) Jack Fahler Vice President of Sales and Marketing June 10, 2016 Date of Tamarac Purchasing and Contracts Division CORPORATE ACKNOWLEDGEMENT STATE OF Pennsylvania :SS COUNTY OF Allegheny I HEREBY CERTIFY that on this day, before me, an Officer duly authorized in the State aforesaid and in the County aforesaid to take acknowledgments, personally appeared Bruce D. Routhieaux, Vice President of Sales of Carmeuse Lime & Stone, Inc., a Delaware Corporation, to me known to be the person(s) described in and who executed the foregoing instrument and acknowledged before me that he/she executed the same. WITNESS my hand and official seal this 10th day of May , 2016 Notarial Seal Karen D6prio, Notary Public ty of Pittsburgh, Allegheny County c. i— Gant. 17. 2016 Signatbckof Notary Public State of Pen vania at Large 1 ryC`� Print, Type -or Stamp Name of Notary Public E3 Personally known to me or ❑ Produced Identification Type of I.D. Produced ❑ DID take an oath, or Q DID NOT take an oath. 4 of Tamarac and Contracts Division AGENCY DELIVERY ADDRESS ESTIMATED ANNUAL USAGE TYPE 2 — High Cal Granular City of Hollywood Wastewater, 1621 N. 14'' Ave., Hollywood, FL 33022 5000 Total Estimated Annual Tonnage 5000 City of Tamarac Purchasing and Contracts Division City of Tamarac Purchasing and Contracts Division CONTRACT EXHIBIT A Pricing and Price Adjustment Information City of Tamarac Purchasing and Contracts Division 1. = The BLS Employment Cost Index (CIU201 G000400001 (B,I)) for total compensation for private industry companies - goods -producing, natural resources, construction and maintenance will be the first available index for the second quarter prior to adjustment. The base index of the Labor cost component is 111.3 for quarter three of 2009 and will remain fixed for the duration of the agreement. 2. = The three month average of the last reported monthly index for Platt's Coal Outlook, Thacker/Kenova (1.2) with the last month of the three month average being the second month prior to the adjustment. The base index of the Coal cost component is 58.60 as of November 2009 and will remain fixed for the duration of the agreement. 3. = The BLS Electric Power Generation, Transmission and Distribution Index (WPU054) will be used as the index for the Power cost component. The referenced index will be applied to the pricing adjustment by obtaining the first available index as of the second month prior to the adjustment. The base index for the Power cost component will be 176.3 as of November 2009 and will remain fixed for the duration of the agreement. 4. = The BLS Crushed & Broken Limestone Index (PCU2123122123120) will be used as the index for the Stone cost component. The referenced index will be applied to the pricing adjustment by obtaining the first available index as of the second month prior to the adjustment. The base index for the Stone cost component will be 232.0 as of November 2009 and will remain fixed for the duration of the agreement. 5. = The BLS Mining Machinery and Equipment Index (WPU1192) will be used as the index for the Machinery cost component. The referenced index will be applied to the pricing adjustment by obtaining the first available index as of the second month prior to the adjustment. The base index for the Power cost component will be 218.2 as of November 2009 and will remain fixed for the duration of the agreement. 6. = The BLS Industrial Commodities Index (WPU03THRU15) will be used as the index for the Inflationary (PPI) cost component. The referenced index will be applied to the pricing adjustment by obtaining the first available index as of the second month prior to the adjustment. The base index for the Inflationary cost component will be 178.1 as of November 2009 and will remain fixed for the duration of the agreement. - "first available index", i.e. the index that is made available by the BLS as of the date the pricing adjustment is performed. - "second month prior to the adjustment", i.e. the July 2010 pricing adjustment would use the adjusted indices as of the month of May 2010 and the January 2011 pricing adjustment would use the adjusted indices as of the month of November 2010. of Tnmarar QUOTE T T tanwix treet, Floorl n:—h.....,b Dd Ii?? TO: City of Dania 1200 Sterling Road Dania, FL 33004 Attn: Keith Glatz Re: Contract Renewal 081209 Tons 625 tons Phone 954 597-3567 Fax Account's Fax number CC: and Contracts Division Late 612812010 Forrest Meeks Sales Representative Cell Phone — (205) 215-3735 Carmeuse Lime, Inc. /Carmeuse Lime & Stone, Inc. (Corporate Office) 11 Stanwix, 11`h Floor Pittsburgh, PA 15222 866-780-0974 — Corporate Inside Sales Maple Grove & Grand River 800-445-3920 Chicago & Buffington 800-621-2154 Black River, KY 866-236-9140 River Rouge 866-243-0964 Annville & Hanover 866-277-8041 Longview 866-236-9142 Terminals 800-783-5392 Pittsburah Fax (412) 995-5515 (Purchase Orders) High Calcium Quicklime Granular (CSXF 10348) Rail Freight (CSX/Fuel Surcharge) Ft. Lauderdale FOB Longview, AL Fuel Surcharge = $1.82 $0.22/mi. $140.08/ton $ 62.42/ton Truck Freight (Walpole, 24 ton Minimum) ................................................ $ 9.23/ton Fuel Surcharge (27% - 6 month average) ................................................ $ 2.49/ton *Admin Fee 5.5%, ................................................ $ 0.51/ton Delivered Price $214.73/ton • IF QUOTE ACCEPTED PRICE GOOD TILL 12/31/2010 • ALL QUOTES GOOD FOR 30 DAYS FROM ISSUE DATE (unless agreed to otherwise in bid) • ALL TAXES ARE EXTRA IF APPLICALBLE • THIS PRICE IS BASED ON AVAILABILITY OF MATERIAL • TERMS NET 30 DAYS FROM DATE OF INVOICE (unless agreed to otherwise in bid) • Carmeuse Lime will guarantee to meet the information on the Product Typical Sheets enclosed. • Enclosed are Terms and Conditions IN NO EVENT SHALL CARMEUSE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PRODUCT OR CARMEUSE'S OBLIGATIONS HEREUNDER. All sales are expressly contingent upon this limitation of liability. To the extent any purchase order contains terms or conditions different from or contrary to such limitation, then such terms or conditions are objected to, null and void, and will not form a part of the parties' contract. *Any freight charges where it is necessary for Carmeuse to prepay for shipment will carry an Administration Fee of 5-'Y2 %. Exceptions: 0 a of Tamarac PUOTE TAM TE "'AT lF.. CHEml; lem S TO: City of Hollywood WWTP 1621 North 14tn Avenue Hollywood, FL 33020 Attn: Keith Glatz Re: Contract Renewal 081209 Tons 5, 000 tons Phone 954 597-3567 Fax Account's Fax number CC: and Contracts Division I Date 612812010 Forrest Meeks Sales Representative Cell Phone — (205) 215-3735 Carmeuse Lime, Inc. /Carmeuse Lime & Stone, Inc. (Corporate Office) 11 Stanwix, 11th Floor Pittsburgh, PA 15222 866-780-0974 — Corporate Inside Sales Maple Grove & Grand River 800-445-3920 Chicago & Buffington 800-621-2154 Black River, KY 866-236-9140 River Rouge 866-243-0964 Annville & Hanover 866-277-8041 Longview 866-236-9142 Terminals 800-783-5392 Pittsburah Fax (4121 995-5515 /Porch - High Calcium Quicklime Granular (CSXF 10348) Rail Freight CSX/Fuel Surcharge) Ft. Lauderdale FOB Longview, AL Fuel Surcharge = $1.82 $0.22/mi. $140.08/ton $ 62.42/ton Truck Freight (Walpole, 24 ton Minimum) ................................................ $ 9.23/ton Fuel Surcharge (27% - 6 month average) ................................................. $ 2.49/ton "Admin Fee 5.5% ................................................ $ 0.51/ton Delivered Price $214.73/ton • IF QUOTE ACCEPTED PRICE GOOD TILL 12/31/2010 • ALL QUOTES GOOD FOR 30 DAYS FROM ISSUE DATE (unless agreed to otherwise in bid) • ALL TAXES ARE EXTRA IF APPLICALBLE • THIS PRICE IS BASED ON AVAILABILITY OF MATERIAL • TERMS NET 30 DAYS FROM DATE OF INVOICE (unless agreed to otherwise in bid) • Carmeuse Lime will guarantee to meet the information on the Product Typical Sheets enclosed. • Enclosed are Terms and Conditions IN NO EVENT SHALL CARMEUSE BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE PRODUCT OR CARMEUSE'S OBLIGATIONS HEREUNDER. All sales are exoressly contingent upon this limitation of liability. To the extent any purchase order contains terms or conditions different from or contrary to such limitation, then such terms or conditions are objected to, null and void, and will not form a part of the parties' contract. 'Any freight charges where it is necessary for Carmeuse to prepay for shipment will carry an Administration Fee of 5-% %. Exceptions 10